Affidavit #1 of Robert McCullough by sagelegal

This is the 1st Affidavit

of Robert McCullough in this case and was made on 31/01/2018

No. 18 0247 Victoria Registry In tho Supreme Court of British Columbia BETWEEN: WEST MOBERLY FIRST NATIONS, and ROLAND WILLSON ON HIS OWN BEHALF AND ON BEHALF OF ALL OTHER WEST MOBERLY FIRST NATIONS

BENEFICIARIES OF TREA TY NO. 8 PLAINTIFFS AND

HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA, THE ATTORNEY GENERAL OF CANADA, and BRITISH COLUMBIA HYDRO AND POWER AUTHORITY

DEFENDANTS

AFFIDAVIT #1 OF ROBERT MCCULLOUGH

I, Robert McCullough, of Portland, Oregon, Principal of McCullough Research at 6123 SE Reed College Place, Portland, Oregon 97202, AFFIRM THAT:

I am Principal of McCullough Research, an energy consultancy firm. I have

personal knowledge of the facts and matters in this Affidavit, except where stated to oe on information and belief, in which case I verily believe them to be true

I have been retained by counsel for the Plaintiffs in this Action to provide my

expert opinion on the following issues:

(a)

the importance of access to cost and scheduling data commoniy available for major projects;

(b)

the critical path of future Site C construction;

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(c)

schedule of Site C given reasonable assumptions of potential delays; and

(d)

cost implications of these delays.

Attached to my affidavit as Exhibit "A" is my expert report in response to these

instructions (the "Expert Report"). I hold the opinions expressed in my Expert Report and adopt the Expert Report as my evidence in this proceeding.

I certify that I am aware of my duty as an expert witness to assist the court and

not to be an advocate for any party. I further certify that I have made my Expert Report

in conformity with this duty and will, if called on to give oral or written testimony, give that testimony in conformity with this duty.

My opinion is based on my experience as an economist and energy consultant. It

is also based on my review of documents released as part of BC Hydro's Environmental Impact Statement regarding the project, the Final Report of the Joint Review Panel, progress reports and other public documents, and data and documents released as part of the 2017 British Columbia Utilities Commission ("BCUC") Site C Inquiry. My review included a review of the following documents, copies of which I attach as exhibits to my Affidavit:

(a)

Agreement between BC Hydro and Peace River Hydro Partners, titled Main Civil Works Contract, dated December 18, 2015, attached as Exhibit "B" to this Affidavit;

(b)

BC Hydro's Response to Information Request No. 2.6.0. , dated October 18, 2017, attached as Exhibit "C" to this Affidavit;

(c)

BC Hydro's Quarterly Progress Report No.

2 F2016 Third Quarter -

October 2015 to December 2015 (Public), attached as Exhibit "D" to this Affidavit;

(d)

BC Hydro's Quarterly Progress Report No. 5 F2017 Second Quarter July 2016 to September 2016, attached as Exhibit "E" to this Affidavit;

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(e)

BC Hydro's Quarterly Progress Report No. 9 F2018 Second Quarter July 2017 to September 2017, attached as Exhibit "F" to this Affidavit;

(f)

Site C Review - Responses to questions raised by Deioitte, response by BC Hydro, dated August 22nd, 2017, attached as Exhibit "G" to this Affidavit;

(9)

Letter

from

Tim

Little

(T.E.

Little

Consulting

Inc.)

Bruce

O'Neil

(Government of BC) - Site C Clean Energy Project, dated December 9th, 2017,

Re:

"Conditional Water

Licenses

132990

132991

Leave

Construct LTC #01 G - Left Bank Excavation Phase 2 Recommendation for Amendment #6 - Redesign of Left Bank Excavation", attached as Exhibit "H" to this Affidavit;

(h)

Agreement between BC Hydro and titled Site C Clean Energy Project Site Preparation -

Clearing South Bank Agreement,

dated

December

19,

2014, attached as Exhibit "I" to this Affidavit;

(i)

Agreement between Halfway River First Nation, Her Majesty the Queen in

Right of British Columbia, and BC Hydro, titled Tripartite Land Agreement, dated March 22, 2017, attached as Exhibit "J" to this Affidavit;

Extract pages of BC Hydro's August 30, 2017, submission to the BCUC Inquiry Respecting Site C, titled: BC Hydro Submission to the British

Columbia

Utilities Commission

Inquiry Into the Site C Clean

Energy

Project, only the cover letter, Executive Summary and Chapter 4 are attached as Exhibit "K" to this Affidavit;

(k)

BC Hydro submission F1-2 to the BCUC Inquiry Respecting Site C, a letter regarding "Confidential Information Redacted in the BC Hydro Filing

Deioitte Reports", dated September 14, 2017, attached as Exhibit "L" to this Affidavit;

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BC Hydro submission F1-7 to the BCUC Inquiry Respecting Site C,

regarding

Round

Information

Responses,

dated

October 4,

2017,

attached as Exhibit "M" to this Affidavit;

(m)

Presentation of Don Wright, Deputy Minister, to the Premier, titled Site C Technical Briefing, dated December 11, 2017, attached as Exhibit "N" to this Affidavit; and

1st Affidavit of Michael Savidant, in the matter of Prophet River First

(n)

Nation and West Moberly First Nations v Minister of Forests, Lands and

Natural Resource

Operations,

Regional Manager,

Northeast Region,

Regional Water Manager, Northeast Region & Chief Inspector of Mines and British Columbia Hydro and Power Authority, Victoria Registry, No. 152987, made on August 12, 2015, attached as Exhibit "O" to this Affidavit.

I make this Affidavit in support of the Plaintiffs' application for an injunction in

these proceedings.

AFFIRMED BEFORE ME at Portland, Oregon, on 31/Jan/2018.

estate^dfOregon

A Notary f^utili ~P

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OFFICIAL STAMP

& TRACEY ELIZABETH BELOING W

NOTARY PUBUC-OREGON

COMMISSION NO. 939746

MY COMMISSION EXPIRES JUNE 03, 20 1 9

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ert McCullough

This is Exhibit 'A" mentioned and referred to in the Affidavit of Robert McCullough, affirmed before me in the City of Portland, in the State of Oregon, this 31st day of January, 2018. 1 ft

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OFFICIAL STAMP

fÂ»TRACEY ELIZABETH BELDINQ <f

NOTARY PUBUC-OREGON

COMMISSION NO. 939746

MY COMMISSION EXPIRES JUNE 03, 2019

(18001-001/00637997.1)

Expert Report

Part A: Background 1. My name is Robert McCullough. My business address is 6123 S.E. Reed College Place, Portland, Oregon 97202. 2. I have been active in the energy business since 1979 working on issues in electricity, natural gas, and oil. I have testified before U.S. state and federal courts, the U.S. Congress, regulatory cases in the U.S. and Canada, and advised utilities, businesses, industries, and aboriginal groups across the U.S. and Canada. My qualifications are attached as “Appendix A” to this report. 3. In regards to Site C, I have previously submitted affidavits to the British Columbia Supreme Court in BC Hydro and Power Authority v Boon, 2016 BCSC 355, testified before the British Columbia Utilities Commission where my work was described favorably, and asked to brief the British Columbia cabinet. 4. I have been asked to address four areas concerning Site C: a. Importance of access to cost and scheduling data commonly available for major projects b. Critical path of future Site C construction; c. Schedule of Site C given reasonable assumptions of potential delays; and d. Cost implications of these delays., 5. My expert opinion in the case is based on previously available documents from the 2014 Environmental Impact Statement, the Final Report of the Joint Review Panel, progress reports and other public documents, data and documents from the 2017 British Columbia Utitilites Commission (BCUC) Site C Inquiry, and materials currently available in this and previous litigations. 6. This would appear to be, and is, a significant body of materials. However, either through inexperience or an unwillingness to inform, the publicly available materials on Site C are incomplete, contradictory, and often misleading. I will review and correct my expert opinion once more complete, consistent, and clearly stated materials are made available through discovery in this proceeding. The need for further, updated and complete data is described in more detail in Part E, below.

Part B: Critical Path of Site C 7. The term “critical path” is broadly used in project development. Its common definition is: {18001‐001/00638040.1}

Longest sequence of activities in a project plan which must be completed on time for the project to complete on due date. An activity on the critical path cannot be started until its predecessor activity is complete; if it is delayed for a day, the entire project will be delayed for a day unless the activity following the delayed activity is completed a day earlier.1 8. While the terminology and complexity of a hydroelectric project may seem intimidating, the fundamental concepts are applicable to everyday tasks. As any doting parent knows, a trip to the beach requires substantial planning for an aspiring architect. On the critical path, deployment (the car), procurement (food, blankets, plastic pails and shovels), and dewatering (making sure the tide is out) are important components. Setbacks are inevitable which may require a short visit to the store for sunblock. Other setbacks are not so easily solved. Forgetting to check the tide table may well delay the entire sandcastle until the project site is sufficiently dewatered. 9. In 2017, the Site C project’s schedule encountered a major delay when tension cracks in the hillside above the river diversion structures delayed the diversion of the river by one year. 10. Like sandcastles, the earthfill dam requires a dry base for construction. Until the river is diverted, the dam site is not available for construction of the earthfill dam. 11. The critical path for the project is left bank excavation, diversion infrastructure (coffer dams and diversion tunnels), river diversion, and earthfill dam construction. Delay of any of these steps may delay the in-service date for Site C. 12. BC Hydro’s contracts frequently reference the US Defense Contract Management Agency 14-Point Schedule Assessment.2 This is an industry standard methodology described in the Earned Value Management System (EVMS) Program Analysis Pamphlet (PAP).3 This forty-nine page pamphlet sets out the procedures for planning and evaluating a major project. 13. Although the concepts of Earned Value Management are enshrined in a number of BC Hydro contracts with its contractors, BC Hydro itself has apparently only recently adopted this methodology: In response to recommendation #3 in the 2016 Ernst & Young/BTY Cost and Risk Assessment, BC Hydro agreed to “implement Earned Value metrics on sub-projects: main civil works, generating station & spillway, transmission, and turbines & generators, as work commences”. BC Hydro

http://www.businessdictionary.com/definition/critical-path.html Main Civil Works Contract Schedule 4 Work Program and Schedule, December 18, 2015, page 4. 3 DCMA-EA PAM 200.1, U.S. Department of Defense, DCMA-EAVP, October 29, 2012. 2

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has been adapting the project schedule to enable earned value analysis and plans to commence reporting on earned value metrics in December 2017.4 14. The importance of improving project management is mentioned several times in the Ernst and Young report, presaging the poor project management evident in the reports to the British Columbia Utilities Commission which stated clearly that the project was on time and on budget immediately before an important step in the critical path was missed by one year and the project cost increased by 22%.5,6 15. It seems likely that BC Hydro’s inability to clearly state their critical path in the materials supplied in these several proceedings reflects a level of disorganization reflecting the two different construction schedules and the obsolescence of their project management software. 16. The Deloitte Report comments extensively on the simultaneous presence of two different construction schedules at Site C: In addition to the change to the overall completion date, the critical path in the PMB was also revised when compared to the original FID schedule. In the FID schedule, the critical path prior to river diversion ran through construction of the diversion tunnels on the Left Bank. The critical path in the PMB is shown as running through the Right Bank roller-compacted concrete (RCC) activity prior to river diversion and construction of the dam.7 17. The P6 software in use at BC Hydro was also criticized by the Ernst and Young review of their construction practices: 4 Information Request No. 2.6.0 Dated: September 20, 2017, BC Hydro & Power Authority, Revised Response issued October 18, 2017. The actual report stated: The project team is aware of the risks on the Main Civil Works package and is supporting the contractor in many aspects. Of all the major contracts, it is the one that is most difficult to measure performance on as it is based on a Schedule of Rates and has various ‘below ground’ risks. The contractor’s experience in project controls should be understood before agreeing what level of project controls should be implemented. The planned implementation of Earned Value Management and Unifier will also support performance measurement and contract management. BC Hydro Site C Clean Energy Project – Infrastructure risk and cost management report, Ernst and Young, September13, 2016, page 4. This was given a highest priority level in the recommendations. 5 Submission F-1, BC Hydro’s August 30, 2017 submission to the BCUC Inquiry Respecting Site C, titled: BC Hydro Submission to the British Columbia Utilities Commission Inquiry Into the Site C Clean Energy Project, page 2. 6 Site C Technical Briefing, Don Wright, Deputy Minister to the Premier, December 11, 2017, slide 16. 7 Site C- Construction Review, Deloitte, September 8, 2017, page 21.

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We understand that P6 has been used at BC Hydro with considerable success on many projects. Given the size and complexity of Site C, BC Hydro should either work with the P6 vendors to overcome its limitations or consider adding other tools to the PPM system augment the limitations of P6. For example, schedule dates could be ported into a separate program and loaded with dollars to do cash flow forecasts, thus avoiding the burden of the summary activities. Or the contractors could be required to provide their own cash flow forecasts and that data could be collated by BC Hydro. 8 18. After a careful review of the documents provided by BC Hydro in the recent BCUC hearing and supporting documents from the BC Hydro web site, I conclude that the critical path of Site C depends on the successful resolution of excavation problems on the left bank. These issues have delayed the diversion tunnels and coffer dams, which have in turn delayed the diversion of the river until 2020. 19. Other major components of the project are not on the critical path, so issues relevant to this proceeding can be delayed without substantial cost. 20. I understand that West Moberly is seeking an 18 month injunction, applying either to all construction or to work inside West Moberly’s critical areas. The estimated cost of the former is addressed below. The latter request does not restrict activities on BC Hydro’s critical path, meaning the BC Hydro’s ability to meet the 2020 diversion deadline is immaterial. 21. Given the contradictions and inaccuracies in BC Hydro’s data, the estimates below are based on the best possible evidence taken from filings by BC Hydro and the British Columbia Utilities Commission Site C Inquiry and should be viewed as preliminary until BC Hydro releases verifiable data in this proceeding.

Part C: The Impact of Potential Delays on the Site C Schedule 22. Although construction of a major project like Site C is complex, hydroelectric projects tend to follow a set structure. After preliminary stages, the actual construction of the dam requires access to the steam bed to build the dam and the supporting structures. To access the stream bed, temporary dams (called coffer dams) are used to divert the river. In this case, the river will be diverted through two diversion tunnels constructed on the left bank.9

BC Hydro Site C Clean Energy Project – Infrastructure risk and cost management report, Ernst and Young, September13, 2016, pages 21 and 22. 9 See, for example, The Design of Earth Dams in the Handbook of Dam Engineering, Van Nostrand Reinhold, 1977, pages 291 to 318.

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23. The discovery of two tension cracks in the left bank delayed the river diversion since a secure excavation is a precondition for diversion preparations. The sequence, excavation, diversion works, diversion, and earthfill dam are the critical path for the project – the hundreds of other steps required to bring Site C into operation are scheduled around this critical path.10 24. A clear statement of the Site C construction schedule is difficult to find. A good summary can be found in Leave to Commence Construction #5 from last spring: 7.3 Description of Works The construction of the earthfill dam of the Project requires the Peace River to be diverted around the dam site by way of two tunnels. The diversion is completed in two stages. The first stage is the construction of cofferdams on the left and right banks to confine the river to its main channel. The cofferdams at the inlet and outlet portals of the tunnels stop the river from entering the tunnels while they are under construction. The inlet and outlets of the tunnels will be equipped with gates and ancillary works for controlling the diversion. The second stage is the removal of a portion of the cofferdams at the inlet and outlet portals, which will divert some flow through the tunnels. The diversion is completed by closing off the river channel with cofferdams upstream and downstream of the dam site. The area between these two cofferdams will be dewatered and portions of the left and right bank cofferdams will be removed to allow construction of the dam. The second stage of the diversion will be authorized in a subsequent LCC. The construction of the left bank cofferdam and the tunnels is included in LCC #5. The construction of the other cofferdams is included in LCC #3. The left bank drainage adit with its portal works is intended to relieve pore water pressure in the left abutment bedrock. The construction of the adit is part of LCC #5. The in-river works for the tailrace and downstream river channel is required to lower the water level in the tailrace to increase power generation and reduce potential stranding of fish when the power generation is ramped down. The portion of the in-river works that is within the dam site boundary is part of LCC #5. 11 10

“As the river diversion milestone was moved out by one year BC Hydro is in the process of optimizing sequence for other contractors which will also adjust the milestones for these activities.” Site C Clean Energy Project, PUBLIC Quarterly Progress Report No. 9, December 20, 2107, page 30. 11 Site C Clean Energy Project - Leave to Commence Construction #5 April 25, 2017, Page 4

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25. The primary source for the construction schedule is a graphic found on the last page of the quarterly reports to the British Columbia Utilities Commission, beginning on March 11, 2016.12 26. The quarterly reports are heavily redacted, so the corresponding background for the graphic presentation is unavailable. Moreover, Site C documentation treats the major steps displayed in the graphic differently in different tables. A major portion of the first Deloitte Report addresses the bewildering inconsistencies in Site C’s different schedules (two different schedules are used to measure progress), reporting methods, and calculations. 27. To add to the confusing nature of the cost and schedule calculations, numerous different models and accounting system are in place – some of which are being introduced as late as last December: In response to recommendation #3 in the 2016 Ernst & Young/BTY Cost and Risk Assessment, BC Hydro agreed to “implement Earned Value metrics on sub-projects: main civil works, generating station & spillway, transmission, and turbines & generators, as work commences”. BC Hydro has been adapting the project schedule to enable earned value analysis and plans to commence reporting on earned value metrics in December 2017.13 28. The schedule has not changed materially between July 2015 and October 2017:

Quarterly Progress Report No. 2 F2016 Third Quarter – October 2015 to December 2015 Appendix F, BC Hydro, March 11, 2016. 13 Information Request No. 2.6.0 Dated: September 20, 2017, BC Hydro & Power Authority, Revised Response issued October 18, 2017, page 1.

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29. BC Hydro did make significant changes to the schedule in Appendix F to the ninth quarterly report, released on December 20, 2017. Since this quarterly report summarizes events between July and September 2017, the majority of the changes were not discussed in the report.

Quarterly Progress Report No. 2 F2016 Third Quarter – October 2015 to December 2015 Appendix F, BC Hydro, March 11, 2016.

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30. BC Hydro’s newest schedule shows very significant changes. The following graphic overlays the materials made available on December 20, 2107 and the Second Quarterly Progress Report from 2015.

Quarterly Progress Report No. 9 F2018 Second Quarter – July 2017 to September 2017 Appendix F, BC Hydro, December 20, 2017.

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31. The 2015 schedule is displayed in gold, gray, blue, gray, and light green. The revised schedule is in light green, and blue. 32. The accordion effect involves “squeezing” the critical path activities after the river diversion into 2023 and 2024. The schedule for the last two years has basically

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exhausted the “float” scheduled during this period.16 The one-year delay in the river diversion has caused a thirty-three-month delay in the earthfill dam construction schedule as well as a significant delay in the Highway 29 realignment. Somewhat curiously, the new schedule accelerates the turbines and generators which are traditionally the last parts of the hydroelectric project. 33. The first Deloitte report indicated the project was likely to miss the 2019 river diversion milestone.17 This prediction was soon followed by an announcement by BC Hydro that they had, in fact, found that they would miss the milestone.18 34. The completion of the project requires a period in which the dam itself and its ancillary components can be completed.19 To achieve this the river must be diverted into an alternative channel which can be closed when the dam is completed. In the case of Site C this requires two diversion tunnels to carry the water under the construction site. Construction of the tunnels is a major project in itself. 35. Even more important, the diversion must fit into the schedule set by hydrology and the operations of the upstream projects. If flows at the dam site are greater than those that can be safely handled by the diversion tunnels, the entire project might be endangered. This puts a strict time limit of the start of the coffer dams: River diversion requires construction of upstream and downstream cofferdams in order to divert Peace River flows through the diversion tunnels. Construction of the upstream cofferdam must be completed outside of the May through August period due to local flood risk, and outside of the winter period due to constructability and system reliability constraints. There would be increased risk to the cofferdam if construction were attempted during the local flood risk period. The design and construction of this structure has been carefully planned to mitigate construction and hydrology risks and impacts to the upstream generation facilities. The construction plan is reflected in the Main Civil Works Contract milestones which have seasonal constraints requiring a start of construction of the upstream cofferdam by September 1st of a given year. September 1st is expected to be the earliest opportunity to meet the design criteria of achieving a high likelihood of controlled low discharges from Williston Reservoir while managing the risk of high local 16

BC Hydro F1-7 Submission to the BCUC Inquiry, British Columbia Utilities Commission (BCUC or Commission) BC Hydro and Power Authority (BC Hydro) Site C Inquiry - Round 2 Information Responses, October 4, 2017, page 1. 17 Site C- Construction Review, Deloitte, September 8, 2017, page 1. 18 BC Hydro F1-7 Submission to the BCUC Inquiry, British Columbia Utilities Commission (BCUC or Commission) BC Hydro and Power Authority (BC Hydro) Site C Inquiry - Round 2 Information Responses, October 4, 2017, Page 1. 19 Site C Review - Responses to questions raised by Deloitte, August 22nd, 2017, No. 159.

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inflows. The latest permitted start date for river closure is October 1st as a result of the following constraints: a) Requirement to reliably construct the upstream cofferdam to the final crest elevation prior to the start of the flood window the following year. Previous analysis has indicated that the current upstream cofferdam construction schedule is nearing the limit of what can be reliably constructed in the available window. b) Consequences to the BC Hydro Generation System to meet restricted flow requirements during winter. Extending restricted flow controls into the winter months will have a high likelihood of restricting upstream Peace discharges throughout the entire winter period due to the downstream ice formation. This imposed winter restriction would have a cascading impact on GM Shrum and Peace Canyon generation, and consequently system reliability during this winter season, since these two plants generally supply 1/3 of the BC Hydro load during the winter months.20 36. The basic outcome of these constraints means that the start of the diversion must occur in September. Missing the September deadline will push the entire project back by one year – especially now when the accordion in 2023 and 2024 has already been compressed to its maximum extent. 37. In general, the October 4, 2017 announcement appears to have abandoned the PMB schedule in favor of the earlier Final Investment Decision (FID) schedule:

Site C Review - Responses to questions raised by Deloitte, August 22nd, 2017, No. 159.

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38. The announcement on October 4, 2017 left some question as to how far behind the diversion work had actually fallen. Additional materials supplied by BC Hydro since indicate that the excavations on the downstream portion of the left side is continuing to cause delays.22 The scale of these delays is, yet, unknown. 39. It is unclear at this time whether the September 2020 milestone is achievable. For example, the December 9, 2017 letter from T.E. Little (independent engineer) to the Deputy Controller of Water rights at the Ministry of Forests, Lands and natural resource Operations sets out a number of additional conditions concerning the hillside on the left bank: 1. BC Hydro should provide any additional IFC drawings and updated Care of Water and Environmental Protection Plans to the IE and IEM in a timely manner. 2. At a minimum, details of temporary Care of Water facilities for the construction period should be provided, and appropriate Care of Water measures should be implemented to the satisfaction of BC Hydro prior to any temporary construction break during the upcoming holiday season. 3. BC Hydro should continue to provide the IE and IEM with regular updates on the progress of the work and details of any further proposed design revisions.23

Site C- Construction Review, Deloitte, September 8, 2017, page 24. Letter from Tim Little (T.E. Little Consulting Inc.) to Bruce O'Neill (Government of BC) - Site C Clean Energy Project, 09 Dec 2017, Re: Site C Clean Energy Project - Conditional Water Licenses 132990 & 132991 Leave to Construct LTC #01G – Left Bank Excavation Phase 2 Recommendation for Amendment #6 – Redesign of Left Bank Excavation, T.E. Little, December 9, 2017, page 2. 23 Ibid, page 3. 22

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Part D: Cost of Implications of Potential Delays 40. The critical path requires the successful completion of excavation, the completion of the diversion facilities, and the initiation of the diversion by September. At the moment, it appears likely that these steps will be completed by September 2020. Any delay post September 2020 will move the in-service date for the entire Site C project one complete year. The cost of such a delay will be a year of additional interest on money spent or committed, plus inflation on construction and equipment as yet to be committed. 41. The corollary is that the period up to the start of the diversion has received a reprieve for all tasks not specifically on the critical path. The in-service costs for projects not on the critical path even can diminish as their beginning is delayed. The mathematics of this is straightforward. The cost of the project increases with inflation, but the financing costs are greater than inflation. Thus, the net cost to the province is decreased by delaying tasks not on the critical path until later periods. If the in-service date of the project is not changed, the cost of delay for non-critical path tasks should be small and in some cases, provide a savings. 42. Thus, a delay in a non-critical path project will be the increase in costs due to inflation, assumed to be 2% over the life of the construction, and a reduction of financing costs as based on Table 28 in the BCUC final report:

43. The specific project most likely to be affect by the instant litigation, Highway 29’s realignment, need not be addressed at this time since it has already been delayed until mid-2019.

British Columbia Utilities Commission Inquiry Respecting Site C Final Report to the Government of British Columbia, November 1, 2017, page 120.

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44. As of December 11, 2017, the total in-service cost of the project is $10.7 billion, barring further delays and cost overruns. In Deloitte’s first report, they estimated additional costs through December 31, 2017 as $300 million.25 Adding four more months at the same “burn rate”, would bring total costs spent to $2,700 million as of May 1, 2018. 45. Any in-service delay would add 3.43% to total costs for the $2,700 million already spent or $94.2 million. 46. The question whether contractors would be able to charge BC Hydro for a court ordered delay is impossible to answer at this time. It is possible, however, to search the existing materials for the phrases “Act of God” and “Force Majeure”. These are standard terms in contracts that apply to events outside the control of the parties. Injunctive delay is normally one of the events addressed in contract language pertaining to these phrases. 47. The contract for the Site C Clean Energy Project Site Preparation-Clearing South Bank Agreement has the following language: GC 15.3 Force Majeure If at any time during the Term: (a) the Contractor fails or is unable to perform the Work; or (b) BC Hydro fails or is unable to provide the Work or is prohibited from proceeding with the Work; as a consequence of fire, explosion, action or requirement of any governmental authority, an order of a court or regulatory tribunal, strike, lock-out, combination of workmen, labour disputes, flood, drought, embargo, riot, war or any act or consequence of war (whether or not there is a declaration of war), act of God or of the public enemy, delay or failure of carriers, or any other event or contingency which is beyond the reasonable control of BC Hydro or the Contractor, as the case may be, the Contractor shall not be liable to BC Hydro for failure to perform Work nor shall BC Hydro be liable to the Contractor for failure to make Work available during the period of such failure or disability. BC Hydro or the Contractor, as the case may be, shall give prompt notification in writing to the other of the occurrence of any event or contingency provided for in this paragraph which will affect its performance under this Agreement, which notification shall include an estimate of the duration of the period of disability, and such Party will again give notification in writing when the event or contingency ceases.26

25 26

Site C- Construction Review, Deloitte, September 8, 2017, page 3. Site Clean Energy Project Site Preparation-Clearing South Bank Agreement, December 19, 2014.

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48. Similar, although not identical, language appears in the Tripartite Land Agreement between Halfway River First Nation, British Columbia, and BC Hydro.27 49. The Main Civil Works Contract is more complex, but clearly states that “[f]or certainty no payment will be owed by BC Hydro to the Contractor on account of such delay for Consequential Damages.”28 50. Such evidence is useful, though not definitive, to allow the assumption that there will not be additional damages allowed by a court ordered delay beyond direct damages. 51. Absent contract damages, the cost of a delay for funds not currently disbursed is the inflation on the remaining costs. The difference between $10.7 billion and $2.7 billion is $8 billion. 52. A one-year delay in the complete project occurring in February 2018 would be $160

million. A two-year delay in the complete project would add $163.2 million of cost. A three-year delay in the complete project would add an additional $166.46 million.

Delay Begins

Delay (Months)

Funded Expenses

Total Expenses

Unfunded Expenses

Cost of Delay

Cumulative Cost of Delay

5/1/2018

12 $ 2,700.00 $ 10,700.00 $ 8,000.00 3.43% 2.00% $ 92.61 $ 160.00 $ 252.61 $ 252.61

5/1/2018

18 $ 94.20

$ 161.60 $ 255.80 $ 382.10

5/1/2018

24 $ 2,792.61 3.43% $ 95.79

$ 8,160.00 2.00% $ 163.20 $ 258.99 $ 511.60

5/1/2018

30 $ 97.43

$ 164.83 $ 262.26 $ 644.36

5/1/2018

36 $ 2,888.40 3.43% $ 99.07

$ 8,323.20 2.00% $ 166.46 $ 265.54 $ 777.13

53. If the project was terminated, an additional cost to ratepayers would be $1.8 billion after termination as determined by the BCUC in their final order.29 27

Tripartite Land Agreement between Halfway River First Nation, British Columbia, and BC Hydro, March 22, 2017, Article 16. 28 Main Civil Works Contract for the Site C Clean Energy Project BC Hydro and Power Authority And Peace River Hydro Partners, December 18, 2015, 12.1(b). 29 BC Hydro and Power Authority – British Columbia Utilities Commission Inquiry Respecting Site C – Project No. 1598922 – Final Report, November 1, 2017, page 128.

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Part E: Importance of access to cost and scheduling data commonly available for major projects 54. The court should adopt the standard industry solution where BC Hydro provides critical financial and operating data under a protective order. 55. Site C has been under consideration for over forty years. In that time, a vast amount of materials on the dam have been issued by various parties, including BC Hydro. Unfortunately, most of these materials are obsolete given the dramatic change in the schedule of the project that occurred in December 2017, are frequently misleading, and are inconsistent with other BC Hydro documents. 56. On August 30, 2017, BC Hydro stated that the Site C dam was “on time and on budget”: BC Hydro expects to complete Site C on time and on budget. Site C is expected to come into service in 2024. The expected total cost of the Project is $8.335 billion, and we do not expect to use the additional $440 million project reserve established and held by the B.C. Government.30

57. Unfortunately, cost and schedule data on Site C have proved unreliable. The schedule, for example, has the accordion-like nature that delays can be both minimal or prolonged as circumstances dictate. 58. In the Matter Of The Judicial Review Procedure Act, R.S.B.C. 1996, C. 241 Between: Prophet River First Nation and West Moberly First Nations Petitioners And: Minister Of Forests, Lands And Natural Resource Operations, Regional Manager, Northeast Region, Regional Water Manager, Northeast Region & Chief Inspector Of Mines Respondents And: British Columbia Hydro And Power Authority Respondent, BC Hydro argued that any injunction would require a one year delay. This is at odds with the extensive discussion of “float” in the recent BCUC Inquiry.31 59. For example, two years ago, Mr. Michael Savident testified on behalf of BC Hydro that: Given these tight schedules, an injunction of any length will potentially result in a one-year delay to the overall project schedule due to the need to perform certain construction within a single season and because of the limited diversion window.32 30

Submission F-1, BC Hydro’s August 30, 2017 submission to the BCUC Inquiry Respecting Site C, titled: BC Hydro Submission to the British Columbia Utilities Commission Inquiry Into the Site C Clean Energy Project, page 1. 31 Ibid., page 33. 32 1st Affidavit of Michael Savidant, in the matter of Prophet River First Nation and West Moberly First Nations v Minister of Forests, Lands and Natural Resource Operations, Regional Manager, Northeast Region, Regional Water Manager, Northeast Region & Chief Inspector of Mines and British Columbia Hydro and Power Authority, Victoria Registry, No. 152987, made on August 12, 2015, page 17.

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60. At the time, Mr. Savidant estimated that the one-year delay would cost $335 million.33 61. This fall, on October 4, 2017, BC Hydro substantially revised its estimate of schedule and costs: Not meeting the current river diversion timeline has created new pressures on the project's budget. We estimate that this development in the project is expected to increase its cost by 7.3 per cent or $610 million, for a total forecast project cost of $8.945 billion. We've retained the contingency and it remains available to prudently manage risks on the project.34 62. The loss of a full year on the critical path of the project is not currently expected by BC Hydro to create any delay in the in-service date: While this will set some activities back a year, we had a one year float built into our schedule and are confident we can still deliver this project on time, by November 2024.35 63. The $610 million estimate from October appears to have been inaccurate since the Deputy Minister to the Premier has subsequently reported that the cost of Site C has increased by $1.925 billion since BC Hydro’s August submission.

Ibid., page 18. BC Hydro F1-7 Submission to the BCUC Inquiry, British Columbia Utilities Commission (BCUC or Commission) BC Hydro and Power Authority (BC Hydro) Site C Inquiry - Round 2 Information Responses, October 4, 2017. 35 Ibid., page 1. 34

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64. Although the table above dates the cost estimate in 2014, this is the project cost presented 37 to the BCUC on August 30, 2017.38 65. BC Hydro has not released substantive details on the new schedule and increased costs since then, but the current price of Site C has increased an additional $1.9 billion between October 4, 2017 and Premier Horgan’s decision to proceed with the project on December 11, 2017.39 66. The dramatic and undocumented increase in costs also extends to equally dramatic changes in Site C’s schedule. For years, the earthfill dam had been scheduled to begin construction in the second quarter of 2016.40 BC Hydro has consistently reported that the dam had been initiated in its quarterly reports in 2017. Since the earthfill dam cannot begin substantive construction until the river has been diverted and the site dewatered, this statement might appear misleading. However, in the construction schedule released this month, the construction of the earthfill dam has been pushed back thirty-three months to the beginning of 2019.41,42 67. Economic and scheduling data for hydroelectric projects is traditionally not secret. Detailed data has been available to the general public for interested aboriginal groups and other hydro-electric utilities in many circumstances. In Canada, for example, I have participated in detailed hydroelectric planning sessions for projects in Manitoba and Quebec including those at Wuskwatim, Great Whale, Eastmain, La Grande, and Manic. 68. In the U.S. major hydroelectric projects are subject to a detailed regulatory review by the Federal Energy Regulatory Commission with data available to the general public. Even in British Columbia, data sharing is common with data available through utility programs like CEATI, hydroAmp, the Northwest Power Pool, and the Western Electricity Coordinating Council. These organizations provide planning and operating data to their members in order to facilitate reliability planning and best utility practices. BC Hydro’s chief competitors are members of these organizations. 69. At $10.7 billion, Site C is the most expensive project in BC Hydro’s history. Utilities in Canada and the U.S. normally have an extensive regulatory review before, during, and after construction. In the case of Site C, an environmental review was conducted from September 5, 2012 to January 25, 2013. This year, after long delay, an abbreviated regulatory review was conducted at the British Columbia Utilities Commission from August through November. Documents released during this process were frequently redacted – often in excessive fashions.43 Overall, the level of 36

Site C Technical Briefing, Don Wright, Deputy Minister to the Premier, December 11, 2017, slide 16.

Submission F-1, BC Hydro’s August 30, 2017 submission to the BCUC Inquiry Respecting Site C, titled: BC Hydro Submission to the British Columbia Utilities Commission Inquiry Into the Site C Clean Energy Project. 39 John Horgan's Site C choice a political loss, but a win may not have been possible, Justin McElroy, CBC News, December 11, 2017.. 40 Quarterly Progress Report No. 5 Appendix F Site C Construction Schedule 41 Quarterly Progress Report No. 2 F2016 Third Quarter – October 2015 to December 2015 Appendix F, BC Hydro, March 11, 2016. 42 Quarterly Progress Report No. 9 F2018 Second Quarter – July 2017 to September 2017 Appendix F, BC Hydro, December 20, 2017. 43 Examples abound of pointless redactions ranging from hiding the address of Voith Hydro to the name of the employee who manages BC Hydro’s obsolete project scheduling software.

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redaction is sufficient to disguise the most significant – and most commonly public – scheduling and cost issues. 70. The basic utility regulatory model has been in place for over one hundred years. In this model, utility investments are financed and constructed by the utility, but can only be charged to ratepayers if the investments are approved by a regulatory commission. The model was designed to provide a check on a utility’s desire to overinvest. The model has worked well for privately owned utilities. Application of the model to crown corporations is common in Canada, but not always terribly effective. 71. In the case of BC Hydro, the utility is a paper-thin enterprise without many of the functions associated with a complete and independent corporation. For example, BC Hydro’s financings are made through the province and its credit is simply a reflection of the province’s. It has no Moody’s bond rating, even though Moody’s is the only major bond rating service that discusses BC Hydro’s prospects.44 And it has an “Annual Service Plan” rather than a standard annual report. There is nothing inappropriate about the organization of BC Hydro, per se, but its corporate identity is more akin to a governmental department than an independent corporation. Comparable crown corporations elsewhere in Canada like Hydro-Quebec and Manitoba Hydro do issue bonds and face bond rating review. 72. In practice, this means when and if Site C’s costs are finally filed at the BCUC for recovery, the citizens of British Columbia will already have been charged for the financings necessary to build the project. If the BCUC rejects the Site C filing, the only difference is that the Site C costs would not be recovered in electric rates. The bonds that have been issued to cover the $10.7 billion investment would simply be paid by taxpayers as opposed to ratepayers. 73. The primary goal of transparency in this process is to hold the utility accountable for its actions. As we have seen during the brief BCUC hearing this fall, open discussion of Site C led to a major reevaluation of the project in both cost and schedule. Unfortunately, after the BCUC’s November 1, 2017 final report, the finances and operations at Site C have again become opaque. 74. Without access to detailed information why costs and schedules are making such abrupt changes outside of the public eye, the Site C project, even if completed, will take longer and cost more than if the information was available. 75. In the context of the current litigation, it is important to be able to estimate the potential costs of delay – both in terms of in-service dates and final costs. The standard approach in such cases is the adoption of a protective order. Protective orders are common in energy debates. In the course of my career I have signed many such agreements in regulatory proceedings, federal and state courts, and one, recently, with the British Columbia cabinet. 44

Province of British Columbia, Update to Discussion of Key Credit Factors, Moody’s, January 19, 2018, page 4: The province issues debt on behalf of BC Hydro, the wholly-owned electric utility company of British Columbia. Given its steady revenue stream that generates sufficient revenue and cash flow to support operations including interest payments, we view BC Hydro as a self-supporting entity and therefore exclude the related debt from our debt metrics of the province. We note, however, that BC Hydro's total reported debt has risen considerably since 2008, increasing from CAD8.1 billion as of March 31, 2008 to an estimated CAD18.1 billion as of March 31, 2016, and is expected to continue to rise to over CAD20 billion the medium-term…

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76. The basic model identifies the participants in the order, the materials to be protected, and the uses to which the materials are to be used.

77. While this is a standard approach in regulatory proceedings, BC Hydro rejected the use of a standard protective order in the recent Site C Inquiry.

Their letter stating the grounds for their

objection is attached as Exhibit C to this affidavit.45 78. The primary argument BC Hydro presents is that: "We are generally unable to identify those who would be able to use the information to the detriment of BC Hydro and our customers, or the

sufficiency of the steps those requestors will take to protect information."46 79. This argument has little relevance to the instant proceeding where the protective order is limited to experts and counsel whose identity and interests are well understood.

80. BC Hydro's other concerns are not pertinent to this proceeding:

1 .

Industrial customers are not an issue in this proceeding.

West Moberly is unlikely to request its own benefits agreements.

Participation in this case is at an expert level where significant information is both necessary and likely to be used in expert testimony.

81. In sum, keeping commonly available data secret in this proceeding will simply cause confusion and delay. 82. This completes my expert report.

Dated: January 3 1 , 20 1 8

Robert McCullough

43 British Columbia Utilities Commission (BCUC or Commission) Inquiry Respecting Site C BC Hydro and Power Authority (BC Hydro) Confidential Information Redacted in the BC Hydro Filing and Deloitte Reports, September 14, 2017.

46 Ibid., page 3.

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Appendix A

Robert McCullough – Curriculum Vitae Principal McCullough Research, 3816 S.E. Woodstock Place, Portland, OR 97202 USA Professional Experience 1985-present

Principal, McCullough Research: provide strategic planning assistance, litigation support, and planning for a variety of customers in energy, regulation, and primary metals

1996-present

Adjunct Professor, Economics, Portland State University

1990-1991

Director of Special Projects and Assistant to the Chairman of the Board, Portland General Corporation: conducted special assignments for the Chairman in the areas of power supply, regulation, and strategic planning

1988-1990

Vice President in Portland General Corporation’s bulk power marketing utility subsidiary, Portland General Exchange: primary negotiator on the purchase of 550 MW transmission and capacity package from Bonneville Power Administration; primary negotiator of PGX/M, PGC’s joint venture to establish a bulk power marketing entity in the Midwest; negotiated power contracts for both supply and sales; coordinated research function

1987-1988

Manager of Financial Analysis, Portland General Corporation: responsible for M&A analysis, restructuring planning, and research support for the financial function; reported directly to the CEO on the establishment of Portland General Exchange; team member of PGC’s acquisitions task force; coordinated PGC’s strategic planning process; transferred to the officer’s merit program as a critical corporate manager

1981-1987

Manager of Regulatory Finance, Portland General Electric: responsible for a broad range of regulatory and planning areas, including preparation and presentation of PGE’s financial testimony in rate cases in 1980, 1981, 1982, 1983, 1985, and 1987 before the Oregon Public Utilities Commission; responsible for preparation and presentation of PGE’s wholesale rate case with Bonneville Power Administration in 1980, 1981, 1982, 1983, 1985, and 1987; coordinated activities at BPA and FERC on wholesale matters for the InterCompany Pool (the association of investor-owned utilities in the Pacific Northwest) since 1983; created BPA’s innovative aluminum tariffs (adopted by BPA

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in 1986); led PGC activities, reporting directly to the CEO and CFO on a number of special activities, including litigation and negotiations concerning WPPSS, the Northwest Regional Planning Council, various electoral initiatives, and the development of specific tariffs for major industrial customers; member of the Washington Governor’s Task Force on the Vancouver Smelter (1987) and the Washington Governor’s Task Force on WPPSS Refinancing (1985); member of the Oregon Governor’s Work Group On ExtraRegional Sales (1983); member of the Advisory Committee to the Northwest Regional Planning Council (1981) 1979-1980

Economist, Rates and Revenues Department, Portland General Electric: responsible for financial and economic testimony in the 1980 general case; coordinated testimony in support of the creation of the DRPA (Domestic and Rural Power Authority) and was a witness in opposition to the creation of the Columbia Public Utility District in state court; member of the Scientific and Advisory Committee to the Northwest Regional Power Planning Council

Economic Consulting 2017-present

Advisor to the Coalition of East Side Neighborhoods on proposed Seattle area transmission

2017-present

Advisor to Enpex on power contract litigation

2017-present

Advisor to Peace Valley Landowners Association on Site C

2017-present

Advisor to North Pacific Paper Corporation (NORPAC) on power contracts and business strategy

2016-2017

Expert witness to the U.S. Department of Justice on nuclear rate case

2016-present

Advisor to the City of Logansport on utility project development and decision-making

2016

Expert testimony for Gratl and Company before the Supreme Court of British Columbia on costs of Site C project delay

2015-present

Advisor to Huu-ay-aht tribe on Sarita Bay LNG project in British Columbia

2015-2017

Analysis and expert testimony for Illinois Attorney General in official FERC complaint against MISO

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2015-present

Advisor to Calbag Metals on generation project

2015-2016

Advisor to Oregon Department of Justice in the investigation of taxes owed the state by Powerex Corp.

2015

Economic analysis of the proposed 1100 MW hydro project, Site C, for the Peace Valley Landowner Association

2014-2015

Market analysis of the NYISO for the New York State Assembly

2014

Advisor to the Grand Council of the Cree on uranium mining in Quebec

2014-present

Support for the investigation of Barclays Bank

2013-present

Retained to do a business case analysis of the Columbia Generating Station by the Physicians for Social Responsibility

2013

Advisor to Environmental Defense Fund on gasoline and oil issues in California

2013

Advisor to Energy Foundation on Ohio competitive issues

2013

Export market review in the Maritime Link proceeding

2011

Consultant to Citizens Action Coalition of Indiana on Indiana Gasification LLC project

2010

Analysis and expert witness testimony for Block Island Intervenors concerning Deepwater offshore wind project

2010

Analysis for Eastern Environmental Law Center of 25 closed cycle plants in New York State

2010

Advisor on BPA transmission line right of way issues

2009-2010

Advisor to Gamesa USA on a marketing plan to promote a wind farm in the Pacific Northwest

2009-2010

Expert witness in City of Alexandria vs. Cleco

2009

Expert witness in City of Beaumont v. Entergy

2008-2009

Consultant to AARP Connecticut and Texas chapters on the need for a state power authority (Connecticut) and balancing energy services (Texas)

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2008

Expert witness on trading and derivative issues in Barrick Gold litigation

2008-2014

Advisor to Jackson family in Pelton/Round Butte dispute

2007-2014

Advisor to the American Public Power Association on administered markets

2006-present

Advisor to the Illinois Attorney General on electric restructuring issues

2006-2007

Advisor to the City of Portland in the investigation of Portland General Electric

2006

Expert witness for Lloydâ&#x20AC;&#x2122;s of London in SECLP insurance litigation

2005-2007

Expert witness for Federated Rural Electric Insurance Company and TIG Insurance in Cowlitz insurance litigation

2005-2007

Advisor to Grays Harbor PUD on market manipulation

2005-2007

Advisor to the Montana Attorney General on market manipulation

2005-2006

Expert witness for Antara Resources in Enron litigation

2005-2006

Advisor to Utility Choice Electric

2004-2005

Expert witness for Factory Mutual in Northwest Aluminum litigation

2004

Advisor to the Oregon Department of Justice on market manipulation

2003-2006

Expert witness for Texas Commercial Energy

2003-2004

Advisor to The Energy Authority

2002-2005

Advisor to the U.S. Department of Justice on market manipulation issues

2002-2004

Expert witness for Alcan in Powerex arbitration

2002-2003

Expert witness for Overton Power in IdaCorp Energy litigation

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2002-2003

Expert witness for Stanislaus Food Products

2002

Advisor to VHA Pennsylvania on power purchasing

2002

Expert witness for Sierra Pacific in Enron litigation

2002-2004

Advisor to U.S. Department of Justice

2002-2007

Expert witness for Snohomish PUD in Enron litigation

2002-2010

Expert witness for Snohomish in Morgan Stanley investigation

2001-2008

Expert witness for City of Seattle, Seattle City Light and City of Tacoma in FERC’s EL01-10 refund proceeding

2001-2008

Advisor to VHA Southwest on power purchasing

2001-2005

Advisor to Nordstrom

2001-2005

Advisor to Steelscape Steel on power issues in Washington and California

2001

Advisor to California Steel on power purchasing

2001

Advisor to the California Attorney General on market manipulations in the Western Systems Coordinating Council power markets

2000-2007

Expert witness for Wah Chang in PacifiCorp litigation

2000-2001

Expert witness for Southern California Edison in Bonneville Power Administration litigation

2000-2001

Advisor to Blue Heron Paper on West Coast price spikes

2000

Expert witness for Georgia Pacific and Bellingham Cold Storage in the Washington Utilities and Transportation Commission’s proceeding on power costs

1999-2002

Advisor to Bayou Steel on alternative energy resources

1999-2000

Expert witness for the Large Customer Group in PacifiCorp’s general rate case

1999-2000

Expert witness for Tacoma Utilities in WAPA litigation

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1999-2000

Advisor for Nucor Steel and Geneva Steel on PacifiCorp’s power costs

1999-2000

Advisor to Abitibi-Consolidated on energy supply issues

1999

Expert report for the Center Helios on Freedom of Information in Québec

1999

Advisor to GTE regarding Internet access in competitive telecommunication markets

1999

Advisor to Logansport Municipal Utilities

1998-2001

Advisor to Edmonton Power on utility plant divestiture in Alberta

1998-2001

Energy advisor for Boise Cascade

1998-2000

Advisor to California Steel on power purchasing

1998-2000

Advisor to Nucor Steel on power purchasing and transmission negotiations

1998-2000

Advisor to Cominco Metals on the sale of hydroelectric dams in British Columbia

1998-2000

Advisor to the Betsiamites on the purchase of hydroelectric dams in Québec

1998-1999

Advisor to the Illinois Chamber of Commerce concerning the affiliate electric and gas program

1998

Intervention in Québec’s first regulatory proceeding on behalf of the Grand Council of the Cree

1998

Market forecasts for Montana Power’s restructuring proceeding

1997-2004

Expert witness for Alcan in BC Hydro litigation

1997-2003

Advisor to the Manitoba Cree on energy issues in Manitoba, Minnesota and Québec; Advisor to the Grand Council of the Cree on hydroelectric development

1997-1999

Advisor to the Columbia River Intertribal Fish Commission on Columbia fish and wildlife issues

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1997-1998

Advisor to Port of Morrow regarding power marketing with respect to existing gas turbine plant

1997-1998

Expert witness for Tenaska in BPA litigation

1997

Advisor to Kansai Electric on restructuring in the electric power industry (with emphasis on the California markets)

1996-1997

Bulk power purchasing for the Association of Bay Area Cities

1996-1997

Advisor to Texas Utilities on industrial issues

1996-1997

Expert witness for March Point Cogeneration in Puget Sound Power and Light litigation

1996

Advisor to Longview Fibre on contract issues

1995-2000

Bulk power supplier for several Pacific Northwest industrials

1995-1999

Advisor to Seattle City Light on industrial contract issues

1995-1997

Advisor to Tacoma Utilities on contract issues

1995-1996

Expert witness for Tacoma Utilities in WAPA litigation

1994-1995

Advisor to Idaho Power on Southwest Intertie Project marketing

1993-2001

Northwest representative for Edmonton Power

1993-1997

Expert witness for MagCorp in PacifiCorp litigation

1992-1995

Advisor to Citizens Energy Corporation

1992-1994

Negotiator on proposed Bonneville Power Administration aluminum contracts

1992

Bulk power marketing advisor to Public Service of Indiana

1991-2000

Strategic advisor to the Chairman of the Board, Portland General Corporation

1991-1993

Chairman of the Investor Owned Utilitiesâ&#x20AC;&#x2122; (ICP) committee on BPA financial reform

1991-1992

Financial advisor on the Trojan ownersâ&#x20AC;&#x2122; negotiation team

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McCullough Research Page 7 of 24

1991

Advisor to Shasta Dam PUD on the California Oregon Transmission Project and related issues

1990-1991

Advised the Chairman of the Illinois Commerce Commission on issues pertaining to the 1990 General Commonwealth Rate Proceeding; prepared an extensive analysis of the bulk power marketing prospects for Commonwealth in ECAR and MAIN

1988

Facilitated the settlement of Commonwealth Edison’s 1987 general rate case and restructuring proposal for the Illinois Commerce Commission; reported directly to the Executive Director of the Commission; responsibilities included financial advice to the Commission and negotiations with Commonwealth and interveners

1987-1988

Created the variable aluminum tariff for Big Rivers Electric Corporation: responsibilities included testimony before the Kentucky Public Service Commission and negotiations with BREC’s customers (the innovative variable tariff was adopted by the Commission in August 1987); supported negotiations with the REA in support of BREC’s bailout debt restructuring

1981-1989

Consulting projects including: financial advice for the Oregon AFL-CIO; statistical analysis of equal opportunity for Oregon Bank; cost of capital for the James River dioxin review; and economic analysis of qualifying facilities for Washington Hydro Associates

1980-1986

Taught classes in senior and graduate forecasting, microeconomics, and energy at Portland State University

Education Unfinished Ph.D.

Economics, Cornell University; Teaching Assistant in microand macro-economics

M.A.

Economics, Portland State University, 1975; Research Assistant

B.A.

Economics, Reed College, 1972; undergraduate thesis, “Eurodollar Credit Creation”

Areas of specialization include micro-economics, statistics, and finance

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Papers and Publications January 23, 2018

“Update of CGS’ Costs and Implications”

December 26, 2017 November 21, 2017

“Taking the Path Less Followed”, Vancouver Sun “Updating Bonneville’s Strategic Plan”

October 30, 2017

“Site C Proponents Fall Prey to Sunk Costs Fallacy”, Vancouver Sun

August 22, 2017

“Lessons from Manitoba Hydro’s Financial Problems”

June 22, 2017

“Trump plan to sell BPA lines misguided”

April 11, 2017

“Affordable power or Site C power: British Columbia must choose”

February 28, 2017

“My View: Trade tariffs would hurt Americans”, The Portland Tribune

January 8, 2017

“Many lives of Jordan Cove may have come to an end”, The Oregonian

July 22, 2016

“Balancing an aging Hanford nuke plant against cheaper firm market power purchases”, The Oregonian

July 7, 2016

“More roads needed to handle growth”, The Portland Tribune

July 7, 2016

“Close the expensive Columbia Generating Station”, The Oregonian

June 29, 2016

“Our future is in green energy, not aging, costly nuclear plants”, The Seattle Times

May 12, 2016

“Diesel tax on heavy trucks is the right move”, The Portland Tribune

May 2016

“Aspirational Planning: A Statistical Model of Hawthorne Bridge and Tilikum Crossing Bicycle Ride Counts”, Hatfield Graduate Journal of Public Affairs 1(1).

January 19, 2016

“A good time for a sensibly managed Portland gas tax”, The Oregonian

October 15, 2015

“A plan to fix Portland's roads”, The Portland Oregonian

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June 2015

“Estimating the Longevity of Commercial Nuclear Reactors”, Public Utilities Fortnightly

December 2014

“Nuclear Winter”, Electricity Policy

July 2013

“Mid-Columbia Spot Markets and the Renewable Portfolio Standard”, Public Utilities Fortnightly

April 14, 2013

“Selling Low and Buying High”, The Oregonian

December 2012

“Are Electric Vehicles Actually Cost-Effective?”, Electricity Policy

November 30, 2012

“Portland’s Energy Credits: The trouble with buying ‘green’”, The Oregonian

July 2009

“Fingerprinting the Invisible Hand”, Public Utilities Fortnightly

February 2008

Co-author, “The High Cost of Restructuring”, Public Utilities Fortnightly

March 27, 2006

Co-author, “A Decisive Time for LNG”, The Daily Astorian

February 9, 2006

“Opening the Books”, The Oregonian

August 2005

“Squeezing Scarcity from Abundance”, Public Utilities Fortnightly

April 1, 2002

“The California Crisis: One Year Later”, Public Utilities Fortnightly

March 13, 2002

“A Sudden Squall”, The Seattle Times

March 1, 2002

“What the ISO Data Says About the Energy Crisis”, Energy User News

February 1, 2001

“What Oregon Should Know About the ISO”, Public Utilities Fortnightly

January 1, 2001

“Price Spike Tsunami: How Market Power Soaked California”, Public Utilities Fortnightly

March 1999

“Winners & Losers in California”, Public Utilities Fortnightly

July 15, 1998

“Are Customers Necessary?”, Public Utilities Fortnightly

March 15, 1998

“Can Electricity Markets Work Without Capacity Prices?”, Public Utilities Fortnightly

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February 1998

“Coping with Interruptibility”, Energy Buyer

January 1998

“Pondering the Power Exchange”, Energy Buyer

December 1997

“Getting There Is Half the Cost: How Much Is Transmission Service?”, Energy Buyer

November 1997

“Is Capacity Dead?”, Energy Buyer

October 1997

“Pacific Northwest: An Overview”, Energy Buyer

August 1997

“A Primer on Price Volatility”, Energy Buyer

June 1997

“A Revisionist’s History of the Future”, Energy Buyer

Winter 1996

“What Are We Waiting for?” Megawatt Markets

October 21, 1996

“Trading on the Index: Spot Markets and Price Spreads in the Western Interconnection”, Public Utilities Fortnightly

McCullough Research Reports June 13, 2017

“Privatization of Bonneville Power Administration’s Transmission Assets”

May 8, 2017

“Response to Public Power Council staff comments on replacing the Columbia Generating Station with lower cost renewables”

April 3, 2017

“Who actually pays for the Columbia Generating Station?”

February 15, 2017

“Replacing the Columbia Generating Station with Renewable Energy”

November 14, 2016

“Review of ‘Economic Analysis of Proposed Changes to the Single Dwelling Zone Development Standard’”

October 5, 2016

“The Falling Price of Renewable Energy Relative to Conventional Generation”

October 3, 2016

“Statistical Evidence on the Increase in Portland Home Values Correlated with Historic Districts”

September 5, 2016

“Why are House Prices so high in the Portland Metropolitan Area?”

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July 8, 2016

“Historic District Econometric Literature Review”

June 21, 2016

“Columbia Generating Station (CGS) Market Update”

November 19, 2015

“Market Cost of the Columbia Generating Station During the FY 2014/2015 Refueling Cycle”

September 30, 2015

“Decrypting New York’s “Secret” Electric Bids”

September 9, 2015

“Market Power in West Coast Gasoline Markets: September Update”

September 8, 2015

“August 10, 2015 PADD 2 Gasoline Spike at BP Whiting’s Pipestill 12”

July 23, 2015

“Market Power in West Coast Gasoline Markets: July Update”

June 23, 2015

“Market Power in West Coast Gasoline Markets: June Update”

May 25, 2015

“Site C Business Case Assumptions Review”

April 7, 2015

“2015 Paducah Update”

April 6, 2015

“Market Power in West Coast Gasoline Markets: April Update”

March 23, 2015

“Market Power in West Coast Gasoline Markets”

March 20, 2015

“Daniel Poneman and the Paducah Transaction”

January 2, 2015

“Data and Methodological Commercial Street Fee”

December 15, 2014

Report to the Bureau d’audiences publiques sur l’environment (BAPE), “Uranium Mining in Quebec: Four Conclusions”

February 11, 2014

“Energy Northwest's Revised Analysis of the Paducah Fuels Transaction”

January 25, 2014

“Energy Northwest Losses in the 2013 Forward Purchase of Nuclear Fuel”

January 2, 2014

“Review of the November 2013 Energy Northwest Study”

December 11, 2013

“Economic Analysis of the Columbia Generating Station”

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Errors

the

Portland

McCullough Research Page 12 of 24

February 21, 2013

“McCullough Research Rebuttal to Western States Petroleum Association”

November 15, 2012

“May and October 2012 Gasoline Price Spikes on the West Coast”

June 5, 2012

“Analysis of West Coast Gasoline Prices”

October 3, 2011

“Lowering Florida’s Electricity Prices”

July 14, 2011

“2011 ERCOT Blackouts and Emergencies”

March 1, 2010

“Translation” of the September 29, 2008 NY Risk Consultant’s Hydraulics Report to Manitoba Hydro CEO Bob Brennan

December 2, 2009

“Review of the ICF Report on Manitoba Hydro Export Sales”

June 5, 2009

“New York State Electricity Plants’ Profitability Results”

May 5, 2009

“Transparency in ERCOT: A No-cost Strategy to Reduce Electricity Prices in Texas”

April 7, 2009

“A Forensic Analysis of Pickens’ Peak: Speculation, Fundamentals or Market Structure”

March 30, 2009

“New Yorkers Lost $2.2 Billion Because of NYISO Practices”

March 3, 2009

“The New York Independent System Operator’s MarketClearing Price Auction is Too Expensive for New York”

February 24, 2009

“The Need for a Connecticut Power Authority”

January 7, 2009

“Review of the ERCOT December 18, 2008 Nodal Cost Benefit Study”

August 6, 2008

“Seeking the Causes of the July 3rd Spike in World Oil Prices” (updated September 16, 2008)

April 7, 2008

“Kaye Scholer’s Redacted ‘Analysis of Possible Complaints Relating to Maryland’s SOS Auctions’”

February 1, 2008

“Some Observations on Societe Generale’s Risk Controls”

{18001-001/00638051.1}ROBERT

Principal

McCULLOUGH

McCullough Research Page 13 of 24

June 26, 2007

“Looking for the ‘Voom’: A Rebuttal to Dr. Hogan’s ‘Acting in Time: Regulating Wholesale Electricity Markets’”

September 26, 2006

“Did Amaranth Advisors, LLC Attempt to Corner the March 2007 NYMEX at Henry Hub?”

May 18, 2006

“Developing a Power Purchase/Fuel Supply Portfolio: Energy Strategies for Cities and Other Public Agencies”

April 12, 2005

“When Oil Prices Rise, Using More Ethanol Helps Save Money at the Gas Pump”

April 12, 2005

“When Farmers Outperform Sheiks: Why Adding Ethanol to the U.S. Fuel Mix Makes Sense in a $50-Plus/Barrel Oil Market”

April 12, 2005

“Enron’s Per Se Anti-Trust Activities in New York”

February 15, 2005

“Employment Impacts of Shifting BPA to Market Pricing”

June 28, 2004

“Reading Enron’s Scheme Accounting Materials”

June 5, 2004

“ERCOT BES Event”

August 14, 2003

“Fat Boy Report”

May 16, 2003

“CERA Decision Brief”

January 16, 2003

“California Electricity Price Spikes”

November 29, 2002

“C66 and Artificial Congestion Transmission in January 2001”

August 17, 2002

“Three Days of Crisis at the California ISO”

July 9, 2002

“Market Efficiencies”

June 26, 2002

“Senate Fact Sheet”

June 5, 2002

“Congestion Manipulation”

May 5, 2002

“Enron’s Workout Plan”

March 31, 2002

“A History of LJM2”

February 2, 2002

“Understanding LJM”

January 22, 2002

“Understanding Whitewing”

{18001-001/00638051.1}ROBERT

Principal

McCULLOUGH

McCullough Research Page 14 of 24

Testimony and Comment November 30, 2017

Presentation to the British Columbia Cabinet on Site C

October 13, 2017

Testimony before the British Columbia Utilities Commission on Site C

June 7, 2017

Testimony before the U.S. Court of Claims on Nuclear Storage Costs

December 14, 2016

Testimony to the U.S. Court of Federal Claims on behalf of the U.S. Department of Justice regarding nuclear rate case

February 10, 2016

Testimony before the Supreme Court of British Columbia on the costs and benefits of delaying Site C dam

August 24, 2015

Testimony to the New York State Public Service Commission on behalf of the New York State Legislative Assembly

May 29, 2015

Testimony before the Federal Energy Regulatory Commission on behalf of Illinois Attorney General Lisa Madigan

December 15, 2014

Testimony before the Bureau d’audiences publiques sur l’environment (BAPE) in Quebec, “Uranium Mining in Quebec: Four Conclusions”

November 15, 2012

Testimony before the California State Senate Select Committee on Bay Area Transportation on West Coast gasoline price spikes in 2012

July 20, 2010

Testimony before the Rhode Island Public Utility Commission on the Deepwater offshore wind project

April 7, 2009

Testimony before the U.S. Senate Committee on Energy and Natural Resources on “Pickens’ Peak”

March 5, 2009

Testimony before the New York Assembly Committee on Corporations, Authorities and Commissions, and the Assembly Committee on Energy, “New York Independent System Operators Market Clearing Price Auction is Too Expensive for New York”

February 24, 2009

Testimony before the Energy and Technology Committee, Connecticut General Assembly, “An Act Establishing a Public Power Authority” on behalf of AARP

{18001-001/00638051.1}ROBERT

Principal

McCULLOUGH

McCullough Research Page 15 of 24

September 16, 2008

Testimony before the U.S. Senate Committee on Energy and Natural Resources, “Depending On 19th Century Regulatory Institutions to Handle 21st Century Markets”

January 7, 2008

Supplemental Comment (“The Missing Benchmark in Electricity Deregulation”) before the Federal Energy Regulatory Commission on behalf of American Public Power Association, Docket Nos. RM07-19-000 and AD07-7-000

August 7-8, 2007

Testimony before the Oregon Public Utility Commission on behalf of Wah Chang, Salem, Oregon, Docket No. UM 1002

February 23 and 26, 2007

Testimony before the Federal Energy Regulatory Commission on behalf of Public Utility District No. 1 of Snohomish County, Washington, Docket No. EL03-180

October 2, 2006

Direct Testimony before the Régie de l’énergie, Gouvernement du Québec on behalf of the Grand Council of the Cree

August 22, 2006

Rebuttal Expert Report on behalf of Public Utility District No. 1 of Snohomish County, Washington, Docket No. H-013624

June 1, 2006

Expert Report on behalf of Public Utility District No. 1 of Snohomish County, Washington, Docket No. H-01-3624

May 8, 2006

Testimony before the U.S. Senate Democratic Policy Committee, “Regulation and Forward Markets: Lessons from Enron and the Western Market Crisis of 2000-2001”

December 15, 2005

Direct Testimony before the Public Utility Commission of the State of Oregon on behalf of Wah Chang, Wah Chang v. PacifiCorp in Docket UM 1002

December 14, 2005

Deposition before the United States District Court Western District of Washington at Tacoma on behalf of Federated Rural Electric Insurance Exchange and TIG Insurance Company, Federated Rural Electric Insurance Exchange and TIG Insurance Company v. Public Utility District No. 1 of Cowlitz County, No. 04-5052RBL

December 4, 2005

Expert Report on behalf of Utility Choice Electric in Civil Action No. 4:05-CV-00573

July 27, 2005

Expert Report before the United States District Court Western District of Washington at Tacoma on behalf of

{18001-001/00638051.1}ROBERT

Principal

McCULLOUGH

McCullough Research Page 16 of 24

Federated Rural Electric Insurance Exchange and TIG Insurance Company, Federated Rural Electric Insurance Exchange and TIG Insurance Company v. Public Utility District No. 1 of Cowlitz County, Docket No. CV045052RBL May 6, 2005

Rebuttal Testimony before the Federal Energy Regulatory Commission on behalf of Public Utility District No. 1 of Snohomish County, Washington, Docket No.EL03-180, et al.

May 1, 2005

Rebuttal Expert Report on behalf of Factory Mutual, Factory Mutual v. Northwest Aluminum

March 24-25, 2005

Deposition by Enron Power Marketing, Inc. before the Federal Energy Regulatory Commission on behalf of Public Utility District No. 1 of Snohomish County, Washington, Docket No.EL03-180, et al.

February 14, 2005

Expert Report on behalf of Factory Mutual, Factory Mutual v. Northwest Aluminum

January 27, 2005

Supplemental Testimony before the Federal Energy Regulatory Commission on behalf of Public Utility District No. 1 of Snohomish County, Washington, Docket No. EL03-180, et al.

April 14, 2004

Deposition by Enron Power Marketing, Inc. and Enron Energy Services before the Federal Energy Regulatory Commission on behalf of Public Utility District No. 1 of Snohomish County, Washington, Docket No.EL03-180, et al.

April 10, 2004

Rebuttal Testimony on behalf of the Office of City and County Attorneys, San Francisco, California, City and County Attorneys, San Francisco, California v. Turlock Irrigation District, Non-Binding Arbitration

February 24, 2004

Direct Testimony before the Federal Energy Regulatory Commission on behalf of Public Utility District No. 1 of Snohomish County, Washington, Docket No.EL03-180, et al.

March 20, 2003

Rebuttal Testimony before the Federal Energy Regulatory Commission on behalf of the City of Seattle, Washington, Docket No. EL01-10, et al.

March 11-13, 2003

Deposition by IdaCorp Energy L.P. before the District Court of the Fourth Judicial District of the State of Idaho on behalf of Overton Power District No. 5, State of Nevada, IdaCorp

{18001-001/00638051.1}ROBERT

Principal

McCULLOUGH

McCullough Research Page 17 of 24

Energy L.P. v. Overton Power District No. 5, Case No. OC 0107870D March 3, 2003

Expert Report before the District Court of the Fourth Judicial District of the State of Idaho on behalf of Overton Power District No. 5, State of Nevada, IdaCorp Energy L.P. v. Overton Power District No. 5, Case No. OC 0107870D

February 27, 2003

Direct Testimony before the Federal Energy Regulatory Commission on behalf of the City of Tacoma, Washington and the Port of Seattle, Washington, Docket No. EL01-10005

October 7, 2002

Rebuttal Testimony before the Federal Energy Regulatory Commission on behalf of Public Utility District No. 1 of Snohomish County, Washington, Docket No. EL02-26, et al.

October 2002

Expert Report before the Circuit Court of the State of Oregon for the County of Multnomah on behalf of Alcan, Inc., Alcan, Inc. v. Powerex Corp., Case No. 50 198 T161 02

September 27, 2002

Deposition by Morgan Stanley Capital Group, Inc. before the Federal Energy Regulatory Commission on behalf of Nevada Power Company and Sierra Pacific Power Company, Docket No. EL02-26, et al.

August 8-9, 2002

Deposition by Morgan Stanley Capital Group, Inc. before the Federal Energy Regulatory Commission on behalf of Nevada Power Company and Sierra Pacific Power Company, Docket No. EL02-26, et al.

August 8, 2002

Deposition by Morgan Stanley Capital Group, Inc. before the Federal Energy Regulatory Commission on behalf of Public Utility District No. 1 of Snohomish County, Washington, Docket No. EL02-26, et al.

June 28, 2002

Direct Testimony before the Federal Energy Regulatory Commission on behalf of the City of Tacoma, Washington, Docket No. EL02-26, et al.

June 25, 2002

Direct Testimony before the Federal Energy Regulatory Commission on behalf of Public Utility District No. 1 of Snohomish County, Washington, Docket No. EL02-26, et al.

June 25, 2002

Direct Testimony before the Federal Energy Regulatory Commission on behalf of Nevada Power Company and Sierra Pacific Power Company, Docket No. EL02-26, et al.

{18001-001/00638051.1}ROBERT

Principal

McCULLOUGH

McCullough Research Page 18 of 24

May 6, 2002

Rebuttal Testimony before the Public Service Commission of Utah on behalf of Magnesium Corporation of America in the Matter of the Petition of Magnesium Corporation of America to Require PacifiCorp to Purchase Power from MagCorp and to Establish Avoided Cost Rates, Docket No. 02-035-02

April 11, 2002

Testimony before the U.S. Senate Committee on Commerce, Science and Transportation, Washington DC

February 13, 2002

Testimony before the U.S. House of Representatives Subcommittee on Energy and Air Quality, Washington DC

January 29, 2002

Testimony before the U.S. Senate Committee on Energy and Natural Resources, Washington DC

August 30, 2001

Rebuttal Testimony before the Federal Energy Regulatory Commission on behalf of Seattle City Light, Docket No. EL01-10

August 16, 2001

Direct Testimony before the Federal Energy Regulatory Commission on behalf of Seattle City Light, Docket No. EL01-10

June 12, 2001

Rebuttal Testimony before the Public Utility Commission of the State of Oregon on behalf of Wah Chang, Wah Chang v. PacifiCorp in Docket UM 1002

April 17, 2001

Before the Public Utility Commission of the State of Oregon, Direct Testimony on behalf of Wah Chang, Wah Chang v. PacifiCorp in Docket UM 1002

March 17, 2000

Rebuttal Testimony before the Public Service Commission of Utah on behalf of the Large Customer Group in the Matter of the Application of PacifiCorp for Approval of Its Proposed Electric Rate Schedules and Electric Service Regulations, Docket No. 99-035-10

February 1, 2000

Direct Testimony before the Public Service Commission of Utah on behalf of the Large Customer Group in the Matter of the Application of PacifiCorp for Approval of Its Proposed Electric Rate Schedules and Electric Service Regulations, Docket No. 99-035-10

Presentations January 26, 2018 {18001-001/00638051.1}ROBERT

Principal

â&#x20AC;&#x153;Prudency, Recovery, and Ratesâ&#x20AC;?, Site C Summit McCULLOUGH

McCullough Research Page 19 of 24

December 11, 2017

“Final Decision Review”, PVLA Press Conference

January 23-24, 2017

“Are Electric Markets Obsolete?”, Buying & Selling Electric Power Conference, Seattle, Washington

December 3, 2015

“Ozymandias: Seventeen years of administered markets, high costs, and poor eligibility”, Utility Markets Today, Rockville, Maryland

May 6, 2014

“Economic Analysis of the Columbia Generating Station”, Energy Northwest, Boise, Idaho

April 30, 2014

“Economic Analysis of the Columbia Generating Station”, Portland State University, Portland, Oregon

April 22, 2014

“Economic Analysis of the Columbia Generating Station”, Clark County, Vancouver, Washington

January 9, 2014

“Economic Analysis of the Columbia Generating Station”, Northwest Power & Conservation Council, Portland, Oregon

January 1, 2014

“Economic Analysis of the Columbia Generating Station”, Bonneville Power Administration, Portland, Oregon

December 2, 2013

“Economic Analysis of the Columbia Generating Station”, Skamania, Carson, Washington

December 1, 2013

“Peak Peddling: Has Portland Bicycling Reached the Top of the Logistic Curve?” Oregon Transportation Research and Education Consortium, Portland, Oregon

July 12, 2013

“Economic Analysis of the Columbia Generating Station”, Tacoma, Washington

June 21, 2013

“Economic Analysis of the Columbia Generating Station”, Seattle City Light, Seattle, Washington

January 29, 2013

“J.D. Ross (Who)”, Portland Rotary Club, Portland, Oregon.

January 13, 2011

“Estimating the Consumer’s Burden from Administered Markets”, American Public Power Association conference, Washington, DC

October 15, 2009

“The Mysterious New York Market”, EPIS, Tucson, Arizona

October 14, 2009

“Do ISO Bidding Processes Result in Just and Reasonable Rates?”, legal seminar, American Public Power Association, Savannah, Georgia

{18001-001/00638051.1}ROBERT

Principal

McCULLOUGH

McCullough Research Page 20 of 24

June 22, 2009

“Pickens’ Peak Redux: Fundamentals, Speculation, or Market Structure”, International Association for Energy Economics

June 5, 2009

“Transparency in ERCOT: A No-cost Strategy to Reduce Electricity Prices in Texas”, Presentation at Texas Legislature

May 8, 2009

“Pickens’ Peak”, Economics Department, Portland State University

April 7, 2009

“Pickens’ Peak: Speculators, Fundamentals, or Market Structure”, 2009 EIA energy conference, Washington, DC

February 4, 2009

“Why We Need a Connecticut Power Authority”, presentation to the Energy and Technology Committee, Connecticut General Assembly

October 28, 2008

“The Impact of a Volatile Economy on Energy Markets”, NAESCO annual meeting, Santa Monica, California

April 1, 2008

“Connecticut Energy Policy: Critical Times…Critical Decisions”, House Energy and Technology Committee, the Connecticut General Assembly

May 23, 2007

“Past Efforts and Future Prospects for Electricity Industry Restructuring: Why Is Competition So Expensive?”, Portland State University

February 26, 2007

“Trust, But Verify”, Take Back the Power Conference, National Press Club, Washington, DC

May 18, 2006

“Developing a Power Purchase/Fuel Supply Portfolio”

February 12, 2005

“Northwest Job Impacts of BPA Market Rates”

January 5, 2005

“Why Has the Enron Crisis Taken So Long to Solve?”, Public Power Council, Portland, Oregon

September 20, 2004

“Project Stanley and the Texas Market”, Gulf Coast Energy Association, Austin, Texas

September 9, 2004

“Back to the New Market Basics”, EPIS, White Salmon, Washington

June 8, 2004

“Caveat Emptor”, ELCON West Coast Meeting, Oakland, California

June 9, 2004

“Enron Discovery in EL03-137/180”

{18001-001/00638051.1}ROBERT

Principal

McCULLOUGH

McCullough Research Page 21 of 24

March 31, 2004

“Governance and Performance”, Public Power Council, Portland, Oregon

January 23, 2004

“Resource Choice”, Law Seminars International, Seattle, Washington

January 17, 2003

“California Energy Price Spikes: The Factual Evidence”, Law Seminars International Seattle, Washington

January 16, 2003

“The Purloined Agenda: Pursuing Competition in an Era of Secrecy, Guile, and Incompetence”

September 17, 2002

“Three Crisis Days”, California Senate Select Committee, Sacramento, California

June 10, 2002

“Enron Schemes”, California Senate Select Committee Sacramento, California

May 2, 2002

“One Hundred Years of Solitude”

March 21, 2002

“Enron’s International Ventures”, Oregon Bar International Law Committee, Portland, Oregon

March 19, 2002

“Coordinating West Coast Power Markets”, GasMart, Reno, Nevada

March 19, 2002

“Sauron’s Ring”, GasMart, Reno, Nevada

January 25, 2002

“Deconstructing Enron’s Collapse: Buying and Selling Electricity on The West Coast”, Seattle, Washington

January 18, 2002

“Deconstructing Enron’s Collapse”, Economics Seminar, Portland State University

November 12, 2001

“Artifice or Reality”, EPIS Energy Forecast Symposium, Skamania, Washington

October 24, 2001

“The Case of the Missing Crisis” Kennewick Rotary Club, Kennewick, Washington

August 18, 2001

“Preparing for the Next Decade”

June 26, 2001

“Examining the Outlook on Deregulation”

June 25, 2001

Presentation, Energy Purchasing Institute for International Research (IIR), Dallas, Texas

{18001-001/00638051.1}ROBERT

Principal

McCULLOUGH

McCullough Research Page 22 of 24

June 6, 2001

“New Horizons: Solutions for the 21st Century”, Federal Energy Management-U.S. Department of Energy, Kansas City, Kansas

May 24, 2001

“Five Years”

May 10, 2001

“A Year in Purgatory”, Utah Industrial Customers Symposium-Utah Association of Energy Users, Salt Lake City, Utah

May 1, 2001

“What to Expect in the Western Power Markets this Summer”, Western Power Market Seminar, Denver, Colorado

April 23, 2001

“Emerging Markets for Natural Gas”, West Coast Gas Conference, Portland, Oregon

April 18, 2001

“Demystifying the Influence of Regulatory Mandates on the Energy Economy” Marcus Evans Seminar, Denver, Colorado

April 4, 2001

“Perfect Storm”, Regulatory Accounting Conference, Las Vegas, Nevada

March 21, 2001

“After the Storm 2001”, Public Utility Seminar, Reno, Nevada

February 21, 2001

“Future Imperfect”, Pacific Northwest Steel Association, Portland, Oregon

February 12, 2001

“Power Prices in 2000 through 2005”, Northwest Agricultural Chillers, Bellingham, Washington

February 6, 2001

Presentation, Boise Cascade Management, Boise, Idaho

January 19, 2001

“Wholesale Pricing and Location of New Generation Buying and Selling Power in the Pacific Northwest”, Seattle, Washington

October 26, 2000

“Tsunami: Market Prices since May 22nd”, International Association of Refrigerated Warehouses, Los Vegas, California

October 11, 2000

“Tsunami: Market Prices since May 22nd”, Price Spikes Symposium, Portland, Oregon

August 14, 2000

“Anatomy of a Corrupted Market”, Oregon Public Utility Commission and Oregon State Energy Office, Salem, Oregon

{18001-001/00638051.1}ROBERT

Principal

McCULLOUGH

McCullough Research Page 23 of 24

June 30, 2000

“Northwest Market Power”, Governor Locke of Washington, Seattle, Washington

June 10, 2000

“Northwest Market Power”, Oregon Public Utility Commission and Oregon State Energy Office, Salem, Oregon

June 5, 2000

“Northwest Market Power”, Georgia Pacific Management

May 10, 2000

“Magnesium Corporation Developments”, Utah Public Utilities Commission

May 5, 2000

“Northwest Power Management

January 12, 2000

“Northwest Reliability Issues”, Oregon Public Utility Commission

Developments”,

Georgia

Pacific

Volunteer Positions 2015-Present

Board member, Portland State University Master in Public Policy Advisory Committee

2016-2017

Eastmoreland Neighborhood Association, Treasurer

2013-2016

Eastmoreland Neighborhood Association, President

2013-2017

Southeast Uplift Neighborhood Coalition, President

2013-Present

City of Portland Office of Management and Finance Advisory Committee

1990-Present

Chairman, Portland State University Economics Department Advisory Committee

{18001-001/00638051.1}ROBERT

Principal

McCULLOUGH

McCullough Research Page 24 of 24

This is Exhibit 'B" mentioned and referred to in the Affidavit

of Robert McCullough, affirmed before me in the City of Portland, in the

State of Oregon, this 31 st

day of January, 2018. "!

OFFICIAL STAMP

ffi^TRACEY ELIZABETH BELDING NOTARY PUBLIC-OREGON COMMISSION NO. 939746

MY COMMISSION EXPIRES JUNE 03, 2019

(18001-001/00637997.1)

BC HYDRO SITE C CLEAN ENERGY PROJECT

MAIN CIVIL WORKS CONTRACT for the Site C Clean Energy Project

British Columbia Hydro and Power Authority and Peace River Hydro Partners

Dated: December 18, 2015

Main Civil Works BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

AGREEMENT SITE C CLEAN ENERGY PROJECT

MAIN CIVIL WORKS CONTRACT THIS AGREEMENT made effective as of the 18th day of December, 2015 (BC Hydro Reference

#_5Zor^8L_) BETWEEN: BRITISH COLUMBIA HYDRO AND POWER AUTHORITY, a British Columbia Crown Corporation having its head office at 333 Dunsmuir Street, Vancouver, B.C. V6B 5R3 ("BC Hydro")

AND; PEACE RIVER HYDRO PARTNERS, a British Columbia general partnership having its head office at , by its partners, Acciona Infrastructure Canada Inc., Samsung

C&T Canada Ltd. and Petrowest Corporation (collectively, the "Contractor")

WHEREAS: A. BC Hydro intends to construct the Site C Clean Energy Project (the "Project") which is a proposed third dam and hydroelectric generating station on the Peace River in northeast British Columbia; B. The Contractor is a knowledgeable and experienced contractor in the performance of work similar to the Work, and is the successful proponent under RFP #1824; and C. The parties wish to enter into a formal contract for the performance of the Work. NOW THEREFORE in consideration of the mutual covenants and conditions contained in the Contract, BC Hydro and the Contractor agree as follows;

1 THE WORK 1.1 Scope of Work The scope of the Work is as summarized in Appendix 6-1 [Scope of Work] and includes: (a) diversion works; (b) excavation and earth works; (c) relocation of surplus excavated materials; (d) dams and cofferdams; (e) roller compacted concrete buttress; Main Civil Works BC Hydro Site C Clean Energy Project

5759626_75|NATDOCS

(f)

approach channel and tailrace; and

(g)

ancillary Work, including:

1.2

(i)

permanent roads on the Work Site;

(ii)

permanent drainage on the Work Site;

(iii)

permanent debris-handling facilities on the Work Site;

(iv)

boat launching facilities;

(v)

supply and install permanent instrumentation; and

(vi)

restoration at the Site.

Labour, Materials and Equipment

Except as expressly provided otherwise in the Contract Documents, the Contractor will provide all labour, materials and equipment necessary for the complete performance of the Work. 1.3

Title to Materials

Unless expressly stated otherwise in the Contract Documents, title to any materials provided by the Contractor for the Work will pass to BC Hydro free and clear of all encumbrances upon the incorporation of such materials into the Work. 1.4

Initial Work Program and Schedule

Attached at Appendix 4-2 [Work Program and Schedule] is the initial schedule for the Contractorâ&#x20AC;&#x2122;s performance of the Work. The Contractor will revise and expand this initial schedule in accordance with Schedule 4 [Work Program and Schedule]. 2

INTERPRETATION

2.1

Definitions

In the Contract Documents, unless the context otherwise requires, capitalized terms have the meanings set out in Schedule 1 [Definitions and Interpretation]. 2.2

Contract Documents

The following is a complete list of the Contract Documents: (a)

this Agreement;

(b)

Schedule 1 [Definitions and Interpretation];

(c)

Schedule 2 [General Conditions]: (i)

Appendix 2-1 [Design-Build Review Process];

(ii)

Appendix 2-2 [Good Weather Baseline Table];

Main Civil Works BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

(f)

approach channel and tailrace; and

(g)

ancillary Work, including:

1.2

(i)

permanent roads on the Work Site;

(ii)

permanent drainage on the Work Site;

(iii)

permanent debris-handling facilities on the Work Site;

(iv)

boat launching facilities;

(v)

supply and install permanent instrumentation; and

(vi)

restoration at the Site.

Labour, Materials and Equipment

Except as expressly provided otherwise in the Contract Documents, the Contractor will provide all labour, materials and equipment necessary for the complete performance of the Work. 1.3

Title to Materials

Initial Work Program and Schedule

INTERPRETATION

2.1

Definitions

In the Contract Documents, unless the context otherwise requires, capitalized terms have the meanings set out in Schedule 1 [Definitions and Interpretation]. 2.2

Contract Documents

The following is a complete list of the Contract Documents: (a)

this Agreement;

(b)

Schedule 1 [Definitions and Interpretation];

(c)

Schedule 2 [General Conditions]: (i)

Appendix 2-1 [Design-Build Review Process];

(ii)

Appendix 2-2 [Good Weather Baseline Table];

Main Civil Works BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

(iii)

Appendix 2-3 [Project Related Permits];

(iv)

Appendix 2-4 [Site Access, Conditions and Services]:

(v)

Appendix 2-5 [Proposal Extracts];

(vi)

Appendix 2-6 [Material Sources Outside Dam Site Area];

(vii)

Appendix 2-7 [Leave to Commence]; and

(viii)

Appendix 2-8 [SharePoint Technical Requirements for Contractors];

(d)

Schedule 3 [Roles and Representatives];

(e)

Schedule 4 [Work Program and Schedule]:

(f)

(i)

Appendix 4-1 [BC Hydro Project Schedule]; and

(ii)

Appendix 4-2 [Work Program and Schedule];

Schedule 5 [Submittals Procedure]: (i)

(g)

(h)

Schedule 6 [Specifications and Drawings]: (i)

Appendix 6-1 [Scope of Work];

(ii)

Appendix 6-2 [Technical Specifications];

(iii)

Appendix 6-3 [Drawings]; and

(iv)

Appendix 6-4 [Reference Documents];

Schedule 7 [Environmental Obligations]; (i)

(i)

Appendix 5-1 [Form of Submittal Schedule];

Appendix 7-1 [Contractor Environmental Incident Report Form];

Schedule 8 [Quality Management]: (i)

Appendix 8-1 [Design Quality Management Plan]; and

(ii)

Appendix 8-2 [Construction Quality Management Plan];

(j)

Schedule 9 [Communications Roles];

(k)

Schedule 10 [Safety]: (i)

Appendix 10-1 [Safety Areas]; and

(ii)

Appendix 10-2 [Contractor Safety Incident Report Form];

Main Civil Works BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

(l)

Schedule 11 [Prices and Payment]: (i)

Appendix 11-1 [Schedule of Prices and Estimated Quantities];

(ii)

Appendix 11-2 [Measurement and Payment];

(iii)

Appendix 11-3 [Form of Payment Application â&#x20AC;&#x201C; Schedule of Values];

(iv)

Appendix 11-4 [Form of Performance Bond];

(v)

Appendix 11-5 [Form of Labour & Material Payment Bond];

(vi)

Appendix 11-6 [Form of Letter of Credit (Use for Performance, Labour & Material Payment and Advance Payment)];

(vii)

Appendix 11-7 [Form of Parent Company Guarantee];

(viii)

Appendix 11-8 [Form of Environmental Compliance Statement];

(ix)

Appendix 11-9 [Form of Statutory Declaration]; and

(x)

Appendix 11-10 [Sample Escalation Calculations];

(m)

Schedule 12 [Changes];

(n)

Schedule 13 [Insurance];

(o)

(p)

(i)

Appendix 13-1 [Wrap-Up Liability Insurance Specifications]; and

(ii)

Appendix 13-2 [Course of Construction Insurance Specifications];

Schedule 14 [Dispute Resolution Procedure]: (i)

Appendix 14-1 [Site C Referee Panel]; and

(ii)

Appendix 14-2 [Referee Agreement];

Schedule 15 [Records]: (i)

(q)

Schedule 16 [Aboriginal Inclusion and Reporting Requirements]; (i)

(r)

Appendix 15-1 [Record Classification Requirements];

Appendix 16-1 [Aboriginal Inclusion Performance Report]; and

Schedule 17 [Privacy Protection].

The Contract Documents include any and all additional and amending documents issued in accordance with the provisions of the Contract Documents. 2.3

Schedules, Appendices, Exhibits and Attachments

The Schedules, Appendices, Exhibits and Attachments and the terms set out in them will be deemed to be fully a part of the Contract. Main Civil Works BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

CONTRACT PRICE

3.1

Contract Price

The price for the Work (the “Contract Price”) will be the sum in Canadian dollars of the following: (a)

the product of the actual quantities of the Price Items listed in Appendix 11-1 [Schedule of Prices and Estimated Quantities] which are incorporated into or related to the Work and the unit prices listed in Appendix 11-1 [Schedule of Prices and Estimated Quantities]; plus

(b)

all lump sums, if any, as listed in Appendix 11-1 [Schedule of Prices and Estimated Quantities], for Price Items incorporated into or related to the Work; plus

(c)

any payment adjustments, including any payments owing on account of Changes, approved in accordance with the provisions of the Contract Documents.

3.2

Entire Compensation

The Contract Price will be the entire compensation owing to the Contractor for the complete performance of the Work and this compensation will cover and include all profit and all costs of labour, supervision, material, equipment, transportation and delivery, overhead, financing and all other costs and expenses whatsoever incurred by the Contractor in performing the Work. 4

REPRESENTATIVES

For the purposes of Section 2.1 and Section 3.1 of Schedule 3 [Roles and Representatives], the following are the initial Representatives of the parties: Hydro’s Representative

Contractor’s Representative

If no names or contact details are included in this Section 4 as of the Effective Date, then each party will promptly give written notice to the other party of its respective Representative in accordance with Schedule 3 [Roles and Representatives]. Either party may, at any time and from time to time, change its Representative in accordance with Schedule 3 [Roles and Representatives]. 5

NOTICES

5.1

Address for Notice

Unless otherwise expressly required to be given to Hydro’s Representative or the Contractor’s Representative pursuant to the Contract Documents, any notice or communication required or permitted to be given under the Contract will be in writing and will be considered to have been sufficiently given when delivered by registered mail, by hand or by email to the address of the applicable party set out below: (a)

if to BC Hydro: British Columbia Hydro and Power Authority 333 Dunsmuir Street Vancouver, BC V6B 5R3 Main Civil Works

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(b)

if to the Contractor: Peace River Hydro Partners

and

(c)

to such other address as either party may, from time to time, designate in the manner set out above, provided that the Contractor may not change its address under Section 5.1 to an address other than one in British Columbia without BC Hydro’s prior written consent.

5.2

Delivery of Email

For the purposes of Section 5.1 of this Agreement, unless otherwise agreed in writing between Hydro’s Representative and the Contractor’s Representative, an email is deemed to have been delivered when: (a)

it enters an information processing system that the recipient has designated or uses for the purpose of receiving email or information of the type sent and from which the recipient is able to retrieve the email; and

(b)

it is in a form capable of being processed by that system.

An email is deemed to be delivered under this Section 5.2 even if no individual with the recipient is aware of its delivery.

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GENERAL

6.1

Language

All documents to be delivered under the Contract will be provided in English, the Contractor’s Representative will be fluent in English and the Contractor’s key personnel will be able to communicate effectively with BC Hydro in English. 6.2

Amendments

No amendment to the terms of the Contract will be binding on BC Hydro or the Contractor or effective, unless made in writing and signed by an authorized representative of each party. 6.3

Entire Agreement, Waivers And Consents In Writing

The Contract Documents, and the instruments and documents to be executed and delivered pursuant to the Contract Documents, constitute the entire Contract between the parties, expressly superseding all prior agreements and communications (both oral and written) between the parties with respect to all matters contained in the Contract Documents and such instruments and documents, and contain all the representations and warranties of the respective parties. For certainty: (a)

RFQ #1824, and the Contractor’s response to RFQ #1824;

(b)

RFP #1824, and the Contractor’s proposal to RFP #1824, except as expressly included in Appendix 2-5 [Proposal Extracts]; and

(c)

any representations, warranties or guarantees made during the competitive procurement process under RFP #1824,

are expressly not included in the Contract and will not be referred to in any way in the interpretation of the Contract. In addition: (d)

no waiver of any provision of the Contract; and

(e)

no consent required pursuant to the Contract Documents,

is binding or effective unless it is in writing and signed by an authorized representative of the party providing such waiver or consent. 6.4

Assignment

Neither party may assign the Contract, in whole or in part, without the prior written consent of an authorized representative of the other party, which consent may not be unreasonably withheld. Notwithstanding the foregoing, BC Hydro may assign the Contract to any of its Affiliates or to any third party that amalgamates or merges with BC Hydro or which acquires all or substantially all of the assets of BC Hydro or which was, immediately prior to the assignment, a part of BC Hydro, conditional upon the assignee covenanting and agreeing with the Contractor to be bound to the Contractor by the provisions of the Contract, and provided that the assignee has the power and capacity to carry out the transactions contemplated by this Contract to be carried out by BC Hydro and to duly observe and perform all of the obligations contained in this Contract to be observed and performed by BC Hydro. Subject to the

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foregoing, the Contract will enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. 6.5 Further Assurances

Each party will do, execute and deliver, or will cause to be done, executed and delivered, all such further acts, documents (including certificates, declarations, affidavits, reports and opinions) and things as the other party may reasonably request for the purpose of giving effect to the Contract or for the purpose of establishing compliance with the representations, warranties and obligations of the Contract. 6.6 Governing Law

The Contract will be governed by and construed in accordance with the Laws of the Province of British Columbia and the federal Laws of Canada applicable in British Columbia. 6.7 Counterparts

This Agreement may be executed and delivered in several counterparts, including by facsimile (or other similar electronic means, including via pdf), each of which when so executed and delivered will be deemed to be an original and such counterparts together will be one and the same instrument. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

BRITISH COLUMBIA HYDRO AND POWER AUTHORITY

Authorized Signatory

PEACE RIVER HYDRO PARTNERS, by its partners: ACCIONA INFRASTRUCTURE CANADA INC.

SAMSUNG C&T CANADA LTD.

PETROWEST CORPORATION

Main Civil Works BC Hydro Site C Clean Energy Project

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MAIN CIVIL WORKS CONTRACT SCHEDULE 1 DEFINITIONS AND INTERPRETATION 1

DEFINITIONS

In the Contract Documents, unless the context requires otherwise: “Aboriginal” has the meaning set out in Schedule 16 [Aboriginal Inclusion and Reporting Requirements]; “Aboriginal Business” has the meaning set out in Schedule 16 [Aboriginal Inclusion and Reporting Requirements]; “Aboriginal Inclusion Performance Report” has the meaning set out in Schedule 16 [Aboriginal Inclusion and Reporting Requirements]; “Aboriginal Inclusion Plan” has the meaning set out in Schedule 16 [Aboriginal Inclusion and Reporting Requirements]; “Aboriginal Opportunities Coordinator” or “AOC” has the meaning set out in Schedule 16 [Aboriginal Inclusion and Reporting Requirements]; “Accepted” has the meaning set out in Schedule 5 [Submittals Procedure]; “Acid Generating” has the meaning set out in Section 13 40 00 of Appendix 6-2 [Technical Specifications]; “Acid Rock Drainage” or “ARD” has the meaning set out in Section 13 40 00 of Appendix 6-2 [Technical Specifications]; “Actual Good Weather Days” has the meaning set out in Schedule 2 [General Conditions]; “Actual Quantity” has the meaning set out in Appendix 11-2 [Measurement and Payment]; “Actuator” has the meaning set out in Section 43 25 00 of Appendix 6-2 [Technical Specifications]; “Additional Siding” has the meaning set out in Appendix 2-4 [Site Access, Conditions and Services]; “Additives” has the meaning set out in Section 31 40 00 of Appendix 6-2 [Technical Specifications]; “Adit Backfill” has the meaning set out in Section 31 40 01 of Appendix 6-2 [Technical Specifications]; “Administrative Correspondence” has the meaning set out in Schedule 2 [General Conditions]; “Advance Payment” has the meaning set out in Schedule 11 [Prices and Payment]; “Advance Payment Letter of Credit” has the meaning set out in Schedule 11 [Prices and Payment]; “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control of, such Person, and a Person will be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or determine the

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direction of the management and policies of such other Person, whether through ownership of voting securities, by contract or otherwise; “Agreement” means the form of agreement which is signed by the parties and included in the Contract Documents; “Air Vent” has the meaning set out in Section 40 23 00 of Appendix 6-2 [Technical Specifications]; “Alignment Load” or “AL” has the meaning set out in Section 31 30 00 of Appendix 6-2 [Technical Specifications]; “Alteration Permit” has the meaning set out in Schedule 7 [Environmental Obligations]; “APEGBC” has the meaning set out in Schedule 6 [Specifications and Drawings]; “Apprentices Policy” has the meaning set out in Schedule 2 [General Conditions]; “Approach Channel” means the Approach Channel as shown on Drawing 1016-C17-00800 of Appendix 6-3 [Drawings]; “Area A” means Area A as shown on Drawing 1016-C05-00400 of Appendix 6-3 [Drawings]; “Area K” means Area K as shown on Drawing 1016-C17-00800 of Appendix 6-3 [Drawings]; “ARD/ML Management Plan” has the meaning set out in Section 13 40 00 of Appendix 6-2 [Technical Specifications]; “Audit” has the meaning set out in Schedule 8 [Quality Management]; “Auxiliary Spillway” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Backfill Concrete” has the meaning set out in Section 31 60 00 of Appendix 6-2 [Technical Specifications]; “Ball Valve” has the meaning set out in Section 43 25 04 of Appendix 6-2 [Technical Specifications]; “Balustrade” has the meaning set out in Section 05 51 29 of Appendix 6-2 [Technical Specifications]; “Baseline Work Period” has the meaning set out in Schedule 2 [General Conditions]; “Basket Strainer” has the meaning set out in Section 40 23 00 of Appendix 6-2 [Technical Specifications]; “BC Hydro” means the entity identified as “BC Hydro” on the first page of the Agreement; “BC Hydro Delay” has the meaning set out in Schedule 2 [General Conditions]; “BC Hydro Property” means any design, facilities, property, equipment, including construction equipment and Small Tools, replacement parts, furnishings, materials and supplies of any kind provided to the Contractor by BC Hydro or by a third party at the direction of BC Hydro for the performance of the Work and whether or not incorporated into the Work; “BC MoTI” or “MoTI” has the meaning set out in Section 31 76 00 of Appendix 6-2 [Technical Specifications]; Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“BCICAC” has the meaning set out in Schedule 14 [Dispute Resolution Procedure]; “Bituminous Geomembrane” has the meaning set out in Section 31 32 20 of Appendix 6-2 [Technical Specifications]; “Blind Flange” has the meaning set out in Section 40 23 00 of Appendix 6-2 [Technical Specifications]; “Blocking” has the meaning set out in Section 31 30 00 of Appendix 6-2 [Technical Specifications]; “Bond Length” has the meaning set out in Section 31 30 00 of Appendix 6-2 [Technical Specifications]; “Bonded Anchor Length” has the meaning set out in Section 31 52 00 of Appendix 6-2 [Technical Specifications]; “Bonus” has the meaning set out in Schedule 11 [Prices and Payment]; “Brail Hoist” has the meaning set out in Section 35 20 40 of Appendix 6-2 [Technical Specifications]; “Brail Lift” has the meaning set out in Section 35 20 40 of Appendix 6-2 [Technical Specifications]; “Buffer Holes” has the meaning set out in Section 31 23 00 of Appendix 6-2 [Technical Specifications]; “Bulk Explosives” has the meaning set out in Section 31 23 00 of Appendix 6-2 [Technical Specifications]; “Buried Service Environment” has the meaning set out in Section 05 12 23 of Appendix 6-2 [Technical Specifications]; “Business Day” or “business day” means any day other than a Saturday, Sunday or statutory holiday observed in British Columbia; “Butterfly Valve” has the meaning set out in Section 43 25 02 of Appendix 6-2 [Technical Specifications]; “Cartridge Explosives” has the meaning set out in Section 31 23 00 of Appendix 6-2 [Technical Specifications]; “Cast-in-Place Concrete” or “CIPC” has the meaning set out in Section 03 30 00 of Appendix 6-2 [Technical Specifications]; “Caulking” has the meaning set out in Section 07 92 00 of Appendix 6-2 [Technical Specifications]; “Cement Product Rail Adjustment” has the meaning set out in Schedule 11 [Prices and Payment]; “Cement Product Trucking Adjustment” has the meaning set out in Schedule 11 [Prices and Payment]; “Cementing Material” has the meaning set out in Section 03 50 00 of Appendix 6-2 [Technical Specifications]; “CEMP” has the meaning set out in Schedule 7 [Environmental Obligations]; “Change” has the meaning set out in Schedule 12 [Changes]; “Change Directive” has the meaning set out in Schedule 12 [Changes];

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“Change Order” has the meaning set out in Schedule 12 [Changes]; “Change Report” has the meaning set out in Schedule 12 [Changes]; “Check Valve” has the meaning set out in Section 43 25 16 of Appendix 6-2 [Technical Specifications]; “Claim” means any claim, demand, action, cause of action, suit or proceeding, whether for damages, contribution, indemnity or any other relief; “Claim Costs” means any and all losses, damages, costs, penalties and expenses arising from or related to a Claim, including actual legal (on a solicitor and his own client basis), accounting and expert costs and expenses incurred in the investigation, defence or settlement of a Claim; “Class 1 Excavation” has the meaning set out in Section 31 23 00 of Appendix 6-2 [Technical Specifications]; “Class 2 Excavation” has the meaning set out in Section 31 23 00 of Appendix 6-2 [Technical Specifications]; “Clearing” has the meaning set out in Section 31 11 00 of Appendix 6-2 [Technical Specifications]; “Climate Station” has the meaning set out in Schedule 2 [General Conditions]; “Clinic” has the meaning set out in Appendix 2-4 [Site Access, Conditions and Services]; “Closure Sections” has the meaning set out in Section 13 30 00 of Appendix 6-2 [Technical Specifications]; “CN 7403” has the meaning set out in Schedule 11 [Prices and Payment]; “Coating” has the meaning set out in Section 40 23 00 of Appendix 6-2 [Technical Specifications]; “Code 1” has the meaning set out in Schedule 5 [Submittals Procedure]; “Code 2” has the meaning set out in Schedule 5 [Submittals Procedure]; “Code 3” has the meaning set out in Schedule 5 [Submittals Procedure]; “Code 4” has the meaning set out in Schedule 5 [Submittals Procedure]; “Cofferdam” has the meaning set out in Section 13 30 00 of Appendix 6-2 [Technical Specifications]; “Cofferdam Closure Milestones” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Cofferdam Reference Design” has the meaning set out in Section 13 30 00 of Appendix 6-2 [Technical Specifications]; “Coiling Counter Door” has the meaning set out in Section 08 33 13 of Appendix 6-2 [Technical Specifications]; “Cold Joint” has the meaning set out in Section 03 50 00 of Appendix 6-2 [Technical Specifications]; “Communications Manager” has the meaning set out in Schedule 9 [Communications Roles];

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“Community Liaison Committee” has the meaning set out in Schedule 9 [Communications Roles]; “Component Authorization” has the meaning set out in Appendix 2-7 [Leave to Commence]; “Component Management Plan” has the meaning set out in Schedule 7 [Environmental Obligations]; “Concrete Peak Capacity” has the meaning set out in Section 03 60 00 of Appendix 6-2 [Technical Specifications]; “Concrete Sustainable Capacity” has the meaning set out in Section 03 60 00 of Appendix 6-2 [Technical Specifications]; “Confidential Information” has the meaning set out in Schedule 2 [General Conditions]; “Connection Device” has the meaning set out in Section 31 76 00 of Appendix 6-2 [Technical Specifications]; “Consent” has the meaning set out in Schedule 5 [Submittals Procedure]; “Consequential Damages” has the meaning set out in Schedule 2 [General Conditions]; “Consolidation Grouting” has the meaning set out in Section 31 40 00 of Appendix 6-2 [Technical Specifications]; “Construction Communications Plan” has the meaning set out in Schedule 9 [Communications Roles]; “Construction Documents Phase” has the meaning set out in Appendix 2-1 [Design-Build Review Process]; “Construction Engineer” has the meaning set out in Appendix 2-7 [Leave to Commence]; “Construction Power” has the meaning set out in Appendix 11-2 [Measurement and Payment]; “Construction Quality Management Plan” has the meaning set out in Appendix 8-2 [Quality Management]; “Construction Road” has the meaning set out in Section 34 50 00 of Appendix 6-2 [Technical Specifications]; “Construction Safety Officer” has the meaning set out in Schedule 10 [Safety]; “Contact Grouting” has the meaning set out in Section 31 40 00 of Appendix 6-2 [Technical Specifications]; “Contact Water” has the meaning set out in Section 13 40 00 of Appendix 6-2 [Technical Specifications]; “Contract” means the agreement between BC Hydro and the Contractor as defined and described in the Contract Documents, as may be amended, supplemented or restated from time to time; “Contract Documents” means the documents listed and described in Section 2.2 of the Agreement; “Contract Number” has the meaning set out in Schedule 5 [Submittals Procedure]; “Contract Price” has the meaning set out in Section 3.1 of the Agreement; Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“Contract Records” has the meaning set out in Schedule 2 [General Conditions]; “Contract Year” has the meaning set out in Schedule 11 [Prices and Payment]; “Contract Year Labour Cost” has the meaning set out in Schedule 11 [Prices and Payment]; “Contractor” means the entity identified as “the Contractor” on the first page of the Agreement; “Contractor Delay” has the meaning set out in Schedule 2 [General Conditions]; “Contractor Duties” has the meaning set out in Schedule 11 [Prices and Payment]; “Contractor Taxes” has the meaning set out in Schedule 11 [Prices and Payment]; “Contractor’s Actual Daily Electricity Use” has the meaning set out in Schedule 11 [Prices and Payment]; “Contractor’s Actual Daily Guest Night Use” has the meaning set out in Schedule 11 [Prices and Payment]; “Contractor’s Aggregate Electricity Use” has the meaning set out in Schedule 11 [Prices and Payment]; “Contractor’s Aggregate Guest Night Use” has the meaning set out in Schedule 11 [Prices and Payment]; “Contractor’s Bid Documents” has the meaning set out in Schedule 14 [Dispute Resolution Procedure]; “Contractor’s Daily 72 Hour Confirmation” has the meaning set out in Schedule 2 [General Conditions]; “Contractor’s Electricity Use Entitlement” has the meaning set out in Schedule 11 [Prices and Payment]; “Contractor’s Electricity Use Overage” has the meaning set out in Schedule 11 [Prices and Payment]; “Contractor’s Guest Night Entitlement” has the meaning set out in Schedule 11 [Prices and Payment]; “Contractor’s Guest Night Overage” has the meaning set out in Schedule 11 [Prices and Payment]; “Contractor’s Integrator” has the meaning set out in Section 26 24 25 of Appendix 6-2 [Technical Specifications]; “Contractor’s Representative” means the individual designated in Article 4 of the Agreement, or replacement appointed in accordance with Schedule 3 [Roles and Representatives]; “Contractor’s Work Area” means the area where the Contractor will perform the Work as defined by the Contract Documents; “Controlled Perimeter Blasting” has the meaning set out in Section 31 23 00 of Appendix 6-2 [Technical Specifications]; “Conventionally Vibrated Concrete” or “CVC” has the meaning set out in Section 03 50 00 of Appendix 6-2 [Technical Specifications];

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“Convergence Targets” as the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications]; “Core Buttress” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Corrective Action” has the meaning set out in Schedule 8 [Quality Management]; “Corresponding Fuel Product” has the meaning set out in Schedule 11 [Prices and Payment]; “Curtain Grouting” has the meaning set out in Section 31 40 00 of Appendix 6-2 [Technical Specifications]; “Cushion Blasting” has the meaning set out in Section 31 23 00 of Appendix 6-2 [Technical Specifications]; “D50” has the meaning set out in Section 31 70 00 of Appendix 6-2 [Technical Specifications]; “Dam Buttress” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Dam Site Area” means the Dam Site Area as shown on Drawing 1016-C01-00173 of Appendix 6-3 [Drawings]; “Danger Tree” has the meaning set out in Section 31 11 00 of Appendix 6-2 [Technical Specifications]; “Dangerous Goods” has the meaning set out in the Transportation of Dangerous Goods Act (Canada); “Data Room” has the meaning set out in Appendix 6-4 [Reference Documents]; “Datalogger” has the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications]; “Debris” has the meaning set out in Section 13 80 00 of Appendix 6-2 [Technical Specifications]; “Debris Boom” has the meaning set out in Section 13 80 00 of Appendix 6-2 [Technical Specifications]; “Default Costs” has the meaning set out in Schedule 2 [General Conditions]; “Demobilization” has the meaning set out in Appendix 11-2 [Measurement and Payment]; “Dental Concrete” has the meaning set out in Section 31 60 00 of Appendix 6-2 [Technical Specifications]; “Dental Shotcrete” has the meaning set out in Section 03 37 13 of Appendix 6-2 [Technical Specifications]; “Dental Excavation” has the meaning set out in Section 31 60 00 of Appendix 6-2 [Technical Specifications]; “Deposit Application” has the meaning set out in Schedule 11 [Prices and Payment]; “Desiccant” has the meaning set out in Section 40 90 02 of Appendix 6-2 [Technical Specifications]; “Design-Build Work” has the meaning set out in Schedule 2 [General Conditions]; “Design Development Phase” has the meaning set out in Appendix 2-1 [Design-Build Review Process]; Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“Design Engineer” has the meaning set out in Appendix 2-7 [Leave to Commence]; “Design Load” or “DL” has the meaning set out in Section 31 30 00 of Appendix 6-2 [Technical Specifications] or Section 31 52 00 of Appendix 6-2 [Technical Specifications], as the context requires; “Design Quality Management Plan” has the meaning set out in Appendix 8-1 [Design Quality Management Plan]; “Design Water Level” has the meaning set out in Section 13 60 00 of Appendix 6-2 [Technical Specifications]; “Designated Aggregate Area” has the meaning set out in Section 03 40 00 of Appendix 6-2 [Technical Specifications]; “Designated Borrow Area” or “Designated Quarry” has the meaning set out in Section 31 12 00 of Appendix 6-2 [Technical Specifications]; “Development Plan” has the meaning set out in Appendix 2-6 [Material Sources Outside Dam Site Area]; “Deviation Survey Instrument” has the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications]; “Dewatering” has the meaning set out in Section 31 80 00 of Appendix 6-2 [Technical Specifications]; “DFT” has the meaning set out in Section 05 12 23 of Appendix 6-2 [Technical Specifications] or Section 09 96 00 of Appendix 6-2 [Technical Specifications], as the context requires; “Direct Costs” means with respect to all or part of the Work, the direct costs reasonably and necessarily incurred by the Contractor in the performance of such Work, calculated as follows: (a)

with respect to labour, the total of: (i)

the reasonable and substantiated wages and salaries, and any medical, dental and other such benefits, and any statutory assessments, actually paid directly by the Contractor for labour directly and actively engaged in the performance of such Work; plus

(ii)

the portion of the cost the Contractor pays for the Site supervisors who directly supervise such Work that is directly attributable to the amount of time the Site supervisors spent supervising such Work; plus

(iii)

the reasonable and substantiated food, lodging and additional transportation costs for labour and supervisory personnel directly and actively engaged in the performance of such Work, to the extent the Contractor actually pays such costs; plus

(b)

with respect to materials, the total of the reasonable and substantiated direct costs of all materials reasonably and necessarily used by the Contractor for or incorporated into such Work, including freight and shipping costs, if any; plus

(c)

with respect to equipment (other than Small Tools) the total of the reasonable and substantiated rental charges for such equipment used directly in the performance of such Work, including equipment owned by the Contractor, at the rates established in the most recently published edition of the book entitled "Equipment Rental Rate Guide" and "The Blue Book" as published by the B.C. Road Builders & Heavy Construction Association, or if not so available at fair market rates as applicable for the rental of equipment at the Site, on the date when such Work is performed, without mark-up. Such rates will be without an operator and the cost of the operator of Main Civil Works – Schedule 1 [Definitions and Interpretations]

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such equipment may be included in the amount permitted for labour under paragraph (a) above; plus (d)

excluding any mark-ups applied by the Contractor or any Subcontractors involved in the performance of such Work.

“Dispute” has the meaning set out in Schedule 14 [Dispute Resolution Procedure]; “Dispute Notice” has the meaning set out in Schedule 14 [Dispute Resolution Procedure]; “Dispute Resolution Procedure” means the dispute resolution procedure set out in Schedule 14 [Dispute Resolution Procedure]; “Diversion Closure Cofferdam” has the meaning set out in Section 13 30 00 of Appendix 6-2 [Technical Specifications]; “Diversion Inlet Channel” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Diversion Inlet Cofferdam” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Diversion Inlet Gates” has the meaning set out in Section 13 60 00 of Appendix 6-2 [Technical Specifications]; “Diversion Inlet Structures” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Diversion Outlet Channel” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Diversion Outlet Cofferdam” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Diversion Outlet Stoplogs” has the meaning set out in Section 13 60 00 of Appendix 6-2 [Technical Specifications]; “Diversion Outlet Structures” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Diversion Stage 1” has the meaning set out in Section 13 30 00 of Appendix 6-2 [Technical Specifications]; “Diversion Stage 2” has the meaning set out in Section 13 30 00 of Appendix 6-2 [Technical Specifications]; “Diversion Stages” has the meaning set out in Section 13 30 00 of Appendix 6-2 [Technical Specifications]; “Diversion Tunnel 01” has the meaning set out in Section 13 60 00 of Appendix 6-2 [Technical Specifications]; “Diversion Tunnel 02” has the meaning set out in Section 13 60 00 of Appendix 6-2 [Technical Specifications]; “Diversion Tunnels” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Diversion Works” has the meaning set out in Schedule 11 [Prices and Payment]; “Diversion Works Stage 2” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“Diversion Works Stage 2 Milestones” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Do Not Proceed - Re-Submit as Noted” has the meaning set out in Schedule 5 [Submittals Procedure]; “Document” has the meaning set out in Schedule 2 [General Conditions]; “Document Number” has the meaning set out in Schedule 2 [General Conditions]; “Downstream Closure Cofferdam” means the Cofferdam constructed at the Diversion Outlet Channel shown on Drawing 1016-C17-04052 of Appendix 6-3 [Drawings]; “Drain Hole” has the meaning set out in Section 31 40 00 of Appendix 6-2 [Technical Specifications]; “Drainage Gallery” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Drawings” has the meaning set out set out in Schedule 6 [Specifications and Drawings]; “Dry Film Thickness” has the meaning set out in Section 05 12 23 of Appendix 6-2 [Technical Specifications]; “Dry Mix” has the meaning set out in Section 03 37 13 of Appendix 6-2 [Technical Specifications]; “EAC” means the Environmental Assessment Certificate issued in respect of the Project; “Earthfill Dam” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Effective Date” means the effective date of the Contract as set out on the first page of the Agreement; “Efficiency” has the meaning set out in Section 44 35 00 of Appendix 6-2 [Technical Specifications]; “Electric Motor Actuator” has the meaning set out in Section 43 25 01 of Appendix 6-2 [Technical Specifications]; “Electric Piezometer” ” has the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications]; “Electric Radiant Heater” has the meaning set out in Section 23 83 33 of Appendix 6-2 [Technical Specifications]; “Electric Water Heater” has the meaning set out in Section 22 30 05 of Appendix 6-2 [Technical Specifications]; “Embedded Parts” has the meaning set out in Section 13 70 00 of Appendix 6-2 [Technical Specifications]; “Emergency Response Plan” has the meaning set out in Schedule 10 [Safety]; “Engineer” has the meaning set out in Appendix 2-7 [Leave to Commence]; “Environmental Aspect Register” has the meaning set out in Schedule 7 [Environmental Obligations]; “Environmental Coordinator” has the meaning set out in Schedule 7 [Environmental Obligations];

Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“Environmental Incident” has the meaning set out in Schedule 7 [Environmental Obligations]; “Environmental Manager” has the meaning set out in Schedule 7 [Environmental Obligations]; “Environmental Monitor” has, for the purposes of Appendix 2-7 [Leaves to Commence], the meaning set out in Appendix 2-7 [Leave to Commence]; “Environmental Monitor” has the meaning set out in Schedule 7 [Environmental Obligations]; “Environmental Protection Plan” or “EPP” has the meaning set out in Schedule 7 [Environmental Obligations]; “Environmental Requirements” has the meaning set out in Schedule 7 [Environmental Obligations]; “Environmental Specifications” has the meaning set out in Schedule 7 [Environmental Obligations]; “Environmental Tailboard Meeting” has the meaning set out in Schedule 7 [Environmental Obligations]; “Environmentally Sensitive Area” has the meaning set out in Schedule 7 [Environmental Obligations]; “Equivalent” has the meaning set out in Schedule 6 [Specifications and Drawings]. “Estimated Quantity” has the meaning set out in Appendix 11-2 [Measurement and Payment]; “Excavation in the Dry” has the meaning set out in Section 31 23 00 of Appendix 6-2 [Technical Specifications]; “Excavation Under Water” has the meaning set out in Section 31 23 00 of Appendix 6-2 [Technical Specifications]; “Excusable Delay” has the meaning set out in Schedule 11 [Prices and Payment]; “Exhaust Fan” has the meaning set out in Section 23 34 13 of Appendix 6-2 [Technical Specifications]; “Existing BC Hydro Facilities on the Peace River” has the meaning set out in Section 13 30 00 of Appendix 6-2 [Technical Specifications]; “Expansion Joints” has the meaning set out in Section 40 23 00 of Appendix 6-2 [Technical Specifications]; “Exploratory Adit Backfilling Plan” has the meaning set out in Section 31 40 01 of Appendix 6-2 [Technical Specifications]; “Exploratory Adits” has the meaning set out in Section 31 40 01 of Appendix 6-2 [Technical Specifications]; “External Quality Audit” has the meaning set out in Schedule 8 [Quality Management]; “External Service Environment” has the meaning set out in Section 05 12 23 of Appendix 6-2 [Technical Specifications]; “Extreme Weather Delay” has the meaning set out in Schedule 2 [General Conditions]; “Fabricator” has the meaning set out in Section 31 32 19 of Appendix 6-2 [Technical Specifications]; Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“Facing Panel” has the meaning set out in Section 31 76 00 of Appendix 6-2 [Technical Specifications]; “Fibre-Reinforced Shotcrete” has the meaning set out in Section 03 37 13 of Appendix 6-2 [Technical Specifications]; “Fill Zone” has the meaning set out in Section 31 60 00 of Appendix 6-2 [Technical Specifications]; “Filter”, “Drainage”, “Granular Fill” or ”Granular Material” has the meaning set out in Section 31 70 00 of Appendix 6-2 [Technical Specifications]; “Filter Sock” has the meaning set out in Section 31 40 00 of Appendix 6-2 [Technical Specifications]; “Final Setting Time” has the meaning set out in Section 03 50 00 of Appendix 6-2 [Technical Specifications]; “Final Quality Report” has the meaning set out in Schedule 8 [Quality Management]; “Fire Extinguisher” has the meaning set out in Section 10 44 00 of Appendix 6-2 [Technical Specifications]; “First Nation Environmental Monitors” has the meaning set out in Schedule 7 [Environmental Obligations]; “Fish Crowder” has the meaning set out in Section 35 20 30 of Appendix 6-2 [Technical Specifications]; “Fish Screen” has the meaning set out in Section 35 79 13 of Appendix 6-2 [Technical Specifications]; “Fish Transport Pod” has the meaning set out in Section 40 50 01 of Appendix 6-2 [Technical Specifications]; “Fitting” has the meaning set out in Section 40 23 00 of Appendix 6-2 [Technical Specifications]; “Flange Coupling Adaptors” has the meaning set out in Section 40 23 00 of Appendix 6-2 [Technical Specifications]; “Flap Gate” has the meaning set out in Section 35 20 16 of Appendix 6-2 [Technical Specifications]; “Flashing” has the meaning set out in Section 07 60 00 of Appendix 6-2 [Technical Specifications]; “Flat and Elongated Particle” has the meaning set out in Section 03 40 00 of Appendix 6-2 [Technical Specifications]; “Flexible Connectors” has the meaning set out in Section 40 23 00 of Appendix 6-2 [Technical Specifications]; “FOIPPA” means the Freedom of Information and Protection of Privacy Act (British Columbia); “For Information Only” has the meaning set out in Schedule 5 [Submittals Procedure]; “Force Majeure” means an event beyond the reasonable control of a party and includes any work stoppage (including strike, lock-out, picket or other labour dispute) that is not described by Section 12.3 of Schedule 2 [General Conditions], war, invasion, insurrection, civil or social unrest, riot, armed conflict, act of foreign enemy, revolution, terrorist act, interference by military authorities, nuclear explosion, contamination by ionizing radiation, epidemic or quarantine restriction, earthquake, tidal wave or other Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

natural calamity, that prevents, delays or interrupts the performance of any obligation under the Contract, provided such event does not occur by reason of: the negligence of the party claiming Force Majeure (or those for whom it is in law responsible); or any act or omission of the party claiming Force Majeure (or those for whom it is in law responsible) that is in breach of the provisions of the Contract. Force Majeure does not include: (a) a party’s lack of funds; or (b) the bankruptcy or insolvency of any Subcontractor; or (c) a shortage or unavailability of labour, equipment or materials unless such shortage or unavailability is caused by a Force Majeure; or (d) extreme or abnormal weather; or (e) flood, including any overtopping of the Cofferdams; “Foundation Preparation” has the meaning set out in Section 31 60 00 of Appendix 6-2 [Technical Specifications]; “Foundation Protection” has the meaning set out in Section 31 60 00 of Appendix 6-2 [Technical Specifications]; “Foundation Release Form” has the meaning set out in Section 31 60 00 of Appendix 6-2 [Technical Specifications]; “Fractured Particle” has the meaning set out in Section 03 40 00 of Appendix 6-2 [Technical Specifications]; “Free Anchor Length” has the meaning set out in Section 31 52 00 of Appendix 6-2 [Technical Specifications]; “Free Stressing Length” has the meaning set out in Section 31 30 00 of Appendix 6-2 [Technical Specifications] or Section 31 52 00 of Appendix 6-2 [Technical Specifications], as the context requires; “FRP” has the meaning set out in Section 44 42 56 of Appendix 6-2 [Technical Specifications]; “Fuel Surcharge Escalation Payment” has the meaning set out in Schedule 11 [Prices and Payment]; “Fusion” has the meaning set out in Section 40 23 61 of Appendix 6-2 [Technical Specifications]; “Gate Storage Chamber Pad” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Gate Valve” has the meaning set out in Section 43 25 00 of Appendix 6-2 [Technical Specifications]; “General Site Documents” has the meaning set out in Schedule 2 [General Conditions]; “Geomembrane QC Officer” has the meaning set out in Section 31 32 20 of Appendix 6-2 [Technical Specifications]; “Geotextile” has the meaning set out in Section 31 32 19 of Appendix 6-2 [Technical Specifications]; “Girt” has the meaning set out in Section 13 34 19 of Appendix 6-2 [Technical Specifications]; “GIS Database or GIS Standard” has the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications]; “Good Industry Practice” means the standards, practices, methods and procedures to a good professional and commercial standard, conforming to Laws and exercising that degree of skill, care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a qualified, skilled and experienced person engaged in a similar type of undertaking under the same or similar circumstances; Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“Good Weather Day” has the meaning set out in Schedule 2 [General Conditions]; “Good Weather Day Shortfall” has the meaning set out in Schedule 2 [General Conditions]; “Governmental Authority” means any federal, provincial, territorial, regional, municipal or local 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 or in respect of any aspect of the performance of the Contract or the Project; “Gross Negligence” means the failure to perform a duty of care in wanton or reckless disregard for the easily foreseeable or easily avoidable consequences of such a failure where such failure is tantamount to a willful disregard of that duty; “Grout Enriched RCC” or “GE-RCC” has the meaning set out in Section 03 50 00 of Appendix 6-2 [Technical Specifications]; “Grout Enriched Vibratable RCC” or “GEVR” has the meaning set out in Section 03 50 00 of Appendix 6-2 [Technical Specifications]; “Grout Mortar” has the meaning set out in Section 31 60 00 of Appendix 6-2 [Technical Specifications]; “Grout Sock” has the meaning set out in Section 31 30 00 of Appendix 6-2 [Technical Specifications]; “Grout Take” has the meaning set out in Section 31 40 00 of Appendix 6-2 [Technical Specifications]; “Grouting Pressure” has the meaning set out in Section 31 40 00 of Appendix 6-2 [Technical Specifications]; “Grubbing” has the meaning set out in Section 31 11 00 of Appendix 6-2 [Technical Specifications]; “GST” means the tax imposed in Canada pursuant to Part IX of the Excise Tax Act (Canada); “Guest” has the meaning set out in Schedule 2 [General Conditions]; “Gusset” has the meaning set out in Section 13 34 19 of Appendix 6-2 [Technical Specifications]; “Haul Road” has the meaning set out in Section 34 50 00 of Appendix 6-2 [Technical Specifications]; “Hazard” means an object or condition (source or situation) that may expose a person to a risk of injury or occupational disease; “Hazardous Material” has the meaning set out in Schedule 10 [Safety]; “Hazardous Product” means any product, mixture, material or substance that is classified in accordance with the regulations made under section 15(1) of the Hazardous Products Act (Canada) in a category or subcategory of a hazard class listed in Schedule 2 of that Act; “Hazardous Products and Hazardous Substances Procedures” has the meaning set out in Schedule 7 [Environment]; “Hazardous Substance” means any substance, mixture of substances, product, waste, organism, pollutant, material, chemical, contaminant, dangerous good, constituent or other material which is or becomes listed, regulated or addressed under any Law respecting the use, manufacture, importation, Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

handling, transportation, storage, disposal and treatment of the substance, mixture of substances, product, waste, organism, pollutant, material, chemical, contaminant, dangerous good, constituent or other material; “HDPE Geomembrane” has the meaning set out in Section 31 32 20 of Appendix 6-2 [Technical Specifications]; “Head Office Overhead” has the meaning set out in Appendix 11-2 [Measurement and Payment]; “Heat Tracing” has the meaning set out in Section 40 23 00 of Appendix 6-2 [Technical Specifications]; “Heavy Access Route” has the meaning set out in Section 34 50 00 of Appendix 6-2 [Technical Specifications]; “Heritage Specialist” has the meaning set out in Schedule 7 [Environmental Obligations]; “HMI” has the meaning set out in Section 26 24 25 of Appendix 6-2 [Technical Specifications]; “Hold Point” has the meaning set out in Schedule 8 [Quality Management]; “Horizontal Close-Coupled End Suction Pump” has the meaning set out in Section 44 35 34 of Appendix 6-2 [Technical Specifications]; “Hot Joint” has the meaning set out in Section 03 50 00 of Appendix 6-2 [Technical Specifications]; “Hydraulic Gate” has the meaning set out in Section 35 20 15 of Appendix 6-2 [Technical Specifications]; “Hydro-Mechanical Equipment” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Hydro-Pneumatic Tank” has the meaning set out in Section 44 35 34 of Appendix 6-2 [Technical Specifications]; “Hydro’s Representative” means the individual designated in Article 4 of the Agreement, or replacement appointed in accordance with Schedule 3 [Roles and Representatives]; “Hydroseed” or “Hydroseeding” has the meaning set out in Section 31 99 00 of Appendix 6-2 [Technical Specifications]; “IESNA” has the meaning set out in Section 13 20 10 of Appendix 6-2 [Technical Specifications]; “Immersion Service Environment” has the meaning set out in Section 05 12 23 of Appendix 6-2 [Technical Specifications]; “Impervious Fill” has the meaning set out in Section 31 70 00 of Appendix 6-2 [Technical Specifications]; “Inclinometer & Inclinometer Casing” has the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications]; “Indemnified Parties” has the meaning set out in Schedule 2 [General Conditions]; “Indemnified Party” has the meaning set out in Schedule 2 [General Conditions]; “Independent Engineer” has the meaning set out in Appendix 2-7 [Leaves to Commence];

Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“Independent Environmental Monitor” has the meaning set out in Schedule 7 [Environmental Obligations]; “Indicated Good Weather Days” has the meaning set out in Schedule 2 [General Conditions]; “Indicative Cost of Labour” has the meaning set out in Schedule 11 [Prices and Payment]; “Indicative Craft Trades” has the meaning set out in Schedule 11 [Prices and Payment]; “Initial Setting Time” has the meaning set out in Section 03 50 00 of Appendix 6-2 [Technical Specifications]; “Inlet Structure 01” has the meaning set out in Section 13 60 00 of Appendix 6-2 [Technical Specifications]; “Inlet Structure 02” has the meaning set out in Section 13 60 00 of Appendix 6-2 [Technical Specifications]; “Instrumentation Warehouse” has the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications]; “Intelligent Compaction Technology” has the meaning set out in Section 31 70 00 of Appendix 6-2 [Technical Specifications]; “Interface” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Interface Date” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Interlocked Steel Piles” has the meaning set out in Section 31 74 00 of Appendix 6-2 [Technical Specifications]; “Interlocks” has the meaning set out in Section 31 74 00 of Appendix 6-2 [Technical Specifications]; “Inspection” has the meaning set out in Schedule 8 [Quality Management]; “Inspection and Test Plans” have the meaning as set out in Appendix 8-2 [Construction Quality Management Plan]; “Installer” has the meaning set out in Section 31 32 20 of Appendix 6-2 [Technical Specifications]; “Interior Service Environment” has the meaning set out in Section 05 12 23 of Appendix 6-2 [Technical Specifications]; “Internal Quality Audit” has the meaning set out in Schedule 8 [Quality Management]; “ISO” has the meaning set out in Schedule 8 [Quality Management]; “Issued for Construction Drawings” or “IFC Drawings” has the meaning set out in Schedule 2 [General Conditions]; “Joint Sealant” or “Sealant” has the meaning set out in Section 07 92 00 of Appendix 6-2 [Technical Specifications]; “Key Individual” means any individual identified in Schedule 3 [Roles and Representatives]; Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“Laser Convergence Meter” or “Pivot Laser Extensometer” has the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications]; “Labour & Material Payment Bond” has the meaning set out in Schedule 11 [Prices and Payment]; “Labour Disruption” has the meaning set out in Schedule 2 [General Conditions]; “Labour Escalation” has the meaning set out in Schedule 11 [Prices and Payment]; “Labour Escalation Adjustment” has the meaning set out in Schedule 11 [Prices and Payment]; “Labour Hourly Rates” has the meaning set out in Schedule 11 [Prices and Payment]; “Lagging” has the meaning set out in Section 31 30 00 of Appendix 6-2 [Technical Specifications]; “Laws” means all valid laws, including common law, federal, provincial, and municipal statutes, bylaws, and other local laws, orders, rules, regulations, approvals and policies of any Governmental Authority, including those related to occupational health and safety, fire, employment insurance, workers’ compensation, the transportation and handling of Hazardous Substances, the transportation and handling of Dangerous Goods, environmental protection, standards, building codes and other governmental requirements, work practices and procedures, that are applicable to the discharge of obligations set out in the Contract Documents, including the performance of the Work; “Laydown Area” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Layer Thickness” has the meaning set out in Section 31 70 00 of Appendix 6-2 [Technical Specifications]; “LDH” has the meaning set out in Section 31 40 00 of Appendix 6-2 [Technical Specifications]; “Leave to Commence Construction” has the meaning set out in Appendix 2-7 [Leave to Commence]; “Leave to Commence Construction #1” has the meaning set out in Appendix 2-7 [Leave to Commence]; “Leave to Commence Construction #2” has the meaning set out in Appendix 2-7 [Leave to Commence]; “Leave to Commence Construction #3” has the meaning set out in Appendix 2-7 [Leave to Commence]; “Leave to Commence Construction #4” has the meaning set out in Appendix 2-7 [Leave to Commence]; “Leave to Commence Construction #5” has the meaning set out in Appendix 2-7 [Leave to Commence]; “Leave to Commence Construction #6” has the meaning set out in Appendix 2-7 [Leave to Commence]; “Leave to Commence Construction #7” has the meaning set out in Appendix 2-7 [Leave to Commence]; “Leave to Commence Construction #8” has the meaning set out in Appendix 2-7 [Leave to Commence]; “Left Bank Drainage Adit” means the access adit and drainage adit shown on Drawing 1016-C04-04000 of Appendix 6-3 [Drawings]; “Left Bank Excavation” means the Left Bank Excavation as shown on Drawing 1016-C18-00406 of Appendix 6-3 [Drawings];

Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“Level Sensor” has the meaning set out in Section 40 90 02 of Appendix 6-2 [Technical Specifications]; “Lifting Beam” has the meaning set out in Section 40 50 01 of Appendix 6-2 [Technical Specifications]; “Line Drilling” has the meaning set out in Section 31 23 00 of Appendix 6-2 [Technical Specifications]; “Lining” has the meaning set out in Section 40 23 00 of Appendix 6-2 [Technical Specifications]; “Liquidated Damages” has the meaning set out in Schedule 11 [Prices and Payment]; “LLDPE Geomembrane” has the meaning set out in Section 31 32 20 of Appendix 6-2 [Technical Specifications]; “Local Basin” has the meaning set out in Section 13 30 00 of Appendix 6-2 [Technical Specifications]; “Lock-Off Load” has the meaning set out in Section 31 30 00 of Appendix 6-2 [Technical Specifications] or Section 31 52 00, as the context requires; “Louvre” has the meaning set out in Section 08 90 00 of Appendix 6-2 [Technical Specifications] or Section 23 34 13 of Appendix 6-2 [Technical Specifications], as the context requires; “Lugeon” has the meaning set out in Section 31 40 00 of Appendix 6-2 [Technical Specifications]; “Machine Free Zone” has the meaning set out in Section 31 11 00 of Appendix 6-2 [Technical Specifications]; “Magnetic Flow Meter” has the meaning set out in Section 40 90 01 of Appendix 6-2 [Technical Specifications]; “Manual Actuator” has the meaning set out in Section 43 25 01 of Appendix 6-2 [Technical Specifications]; “Manufacturer” has the meaning set out in Section 31 32 19 of Appendix 6-2 [Technical Specifications] or Section 31 32 20 of Appendix 6-2 [Technical Specifications], as the context requires; “Marked Up IFC Drawing” has the meaning set out in Schedule 6 [Specifications and Drawings]; “Master Welder” has the meaning set out in Section 31 32 20 of Appendix 6-2 [Technical Specifications]; “Maximum Line of Excavation” has the meaning set out in Appendix 11-2 [Measurement and Payment]; “Mechanical Type Couplings” has the meaning set out in Section 40 23 00 of Appendix 6-2 [Technical Specifications]; “Merchantable Tree” has the meaning set out in Section 31 11 00 of Appendix 6-2 [Technical Specifications]; “Metal Leaching” or “ML” has the meaning set out in Section 13 40 00 of Appendix 6-2 [Technical Specifications]; “Mid-stream Island” means the Mid-stream Island as shown on Drawing 1016-C07-00170 of Appendix 6-3 [Drawings]; “Milestone” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“Milestone Date” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Minimum Line of Excavation” has the meaning set out in Section 31 23 00 of Appendix 6-2 [Technical Specifications]; “Minimum Yield Load” has the meaning set out in Section 31 30 00 of Appendix 6-2 [Technical Specifications]; “Ministry of Transportation” or “MoTI” has the meaning set out in Section 34 50 00 of Appendix 6-2 [Technical Specifications]; “Moberly River Construction Bridge” or “MRCB” has the meaning set out in Section 34 99 00 of Appendix 6-2 [Technical Specifications]; “Mobilization” has the meaning set out in Appendix 11-2 [Measurement and Payment]; “Mobilization Schedule” has the meaning set out in Schedule 4 [Work Program and Schedule]; “Monorail Hoist” has the meaning set out in Section 41 22 00 of Appendix 6-2 [Technical Specifications]; “Monthly Cement Product Adjustment” has the meaning set out in Schedule 11 [Prices and Payment]; “Monthly Progress Report” has the meaning set out in Schedule 4 [Work Program and Schedule]; “Monthly Total Actual Volume” has the meaning set out in Schedule 11 [Prices and Payment]; “Monthly Total Fuel Cost Escalation Adjustment” has the meaning set out in Schedule 11 [Prices and Payment]; “MoTI” means the British Columbia Ministry of Transportation and Infrastructure; “MSE Wall System” of “MSE Wall” has the meaning set out in Section 31 76 00 of Appendix 6-2 [Technical Specifications]; “Multiple Employer Workplace” has the meaning set out in Schedule 10 [Safety]; “Multiple Position Borehole Extensometer” or “MPBX” has the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications]; “Natural River Conditions” has the meaning set out in Section 13 30 00 of Appendix 6-2 [Technical Specifications]; “Net pressure suction head (NPSH)” has the meaning set out in Section 44 35 00 of Appendix 6-2 [Technical Specifications]; “Non-Contact Water” has the meaning set out in Section 13 40 00 of Appendix 6-2 [Technical Specifications]; “Nonconformity” has the meaning set out in Schedule 8 [Quality Management]; “Nonconformity Report” has the meaning set out in Schedule 8 [Quality Management]; “Nonconformity Tracking System” has the meaning set out in Schedule 8 [Quality Management];

Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“North Bank” or “Left Bank” means the land located to the north of the Peace River; “North Bank Road” means the North Bank Road as shown on Drawing 1016-C01-00173 of Appendix 6-3 [Drawings]; “Not Potentially Acid Generating” or “NPAG” or “Not PAG” has the meaning set out in Section 13 40 00 of Appendix 6-2 [Technical Specifications]; “Notice of Failure to Comply” has the meaning set out in Schedule 10 [Safety]; “Occupational Health & Safety Management Program” or “OHSMP” has the meaning set out in Schedule 10 [Safety]; “OHSR” has the meaning set out in Schedule 10 [Safety]; “Open Standpipe Piezometer” has the meaning set out in Section 31 80 00 of Appendix 6-2 [Technical Specifications]; “Optimum Moisture Content” or “OMC” has the meaning set out in Section 31 70 00 of Appendix 6-2 [Technical Specifications]; “Orders” has the meaning set out in Schedule 17 [Privacy Protection]; “Ordinary High Water Mark” has the meaning set out in Section 13 40 00 of Appendix 6-2 [Technical Specifications]; “Other Borrow Areas” or “Other Quarries” has the meaning set out in Section 31 12 00 of Appendix 6-2 [Technical Specifications]; “Other Contractor” has the meaning set out in Schedule 2 [General Conditions]; “Other Prime Contractor” has the meaning set out in Schedule 10 [Safety]; “Overbreak Concrete” has the meaning set out in Section 03 30 00 of Appendix 6-2 [Technical Specifications]; “P6-Base Work Program and Schedule” has the meaning set out in Schedule 4 [Work Program and Schedule]; “Panel” has the meaning set out in Section 31 32 20 of Appendix 6-2 [Technical Specifications]; “Parent Company Guarantee” has the meaning set out in Schedule 11 [Prices and Payment]; “Partial Good Weather Day” has the meaning set out in Schedule 2 [General Conditions]; “Peace River Construction Bridge” or “PRCB” has the meaning set out in Section 34 99 00 of Appendix 6-2 [Technical Specifications]; “Performance Bond” has the meaning set out in Schedule 11 [Prices and Payment]; “Performance Security” has the meaning set out in Schedule 11 [Prices and Payment]; “Permanent Debris Handling Facility” has the meaning set out in Section 13 80 00 of Appendix 6-2 [Technical Specifications]; Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“Permanent Road” has the meaning set out in Section 34 50 00 in Appendix 6-2 [Technical Specifications]; “Permits” means all permissions, consents, approvals, registrations, certificates, permits, licences, statutory agreements and authorizations required from any Governmental Authority, including the EAC, the Federal Decision Statement issued in respect of the Project; and all necessary consents and agreements from any third parties, needed to carry out the Work in accordance with the Contract Documents, and includes Project Related Permits and Permits to be obtained by the Contractor; “Permitting Plan” has the meaning set out in Schedule 2 [General Conditions]; “Person” means any individual, sole proprietorship, corporation, company, partnership, unincorporated association, association, institution, entity, party, trust, trustee, joint venture, estate, cooperative or other legal entity; “Personal Information” means recorded information about an identifiable individual, other than contact information (as defined in FOIPPA), collected, created or otherwise acquired by the Contractor as a result of the Contract or any previous agreement between BC Hydro and the Contractor dealing with the same subject matter as the Contract; “Petrographic Number” or “PN” has the meaning set out in Section 03 40 00 of Appendix 6-2 [Technical Specifications]; “Piling Installer” has the meaning set out in Section 31 74 00 of Appendix 6-2 [Technical Specifications]; “Piling Specialist” has the meaning set out in Section 31 74 00 of Appendix 6-2 [Technical Specifications]; “Pilot Bit” has the meaning set out in Section 31 74 00 of Appendix 6-2 [Technical Specifications]; “Pipe Hanger” has the meaning set out in Section 40 23 02 of Appendix 6-2 [Technical Specifications]; “Pipe Insulation” has the meaning set out in Section 40 23 00 of Appendix 6-2 [Technical Specifications]; “Pipe Support” has the meaning set out in Section 40 23 02 of Appendix 6-2 [Technical Specifications]; “Piping Schedule” has the meaning set out in Section 40 23 15 of Appendix 6-2 [Technical Specifications]; “PLC” has the meaning set out in Section 26 24 25 of Appendix 6-2 [Technical Specifications]; “Pneumatic Piezometer” has the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications]; “Pneumatic Tubing” has the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications]; “Portal Plug” has the meaning set out in Section 31 40 01 of Appendix 6-2 [Technical Specifications]; “Potentially Acid Generating” or “PAG” has the meaning set out in Section 13 40 00 of Appendix 6-2 [Technical Specifications]; “Power Distribution Equipment” has the meaning set out in Section 26 50 00 of Appendix 6-2 [Technical Specifications]; Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“Power Distribution Infrastructure” has the meaning set out in Section 26 50 00 of Appendix 6-2 [Technical Specifications]; “Power Drops” has the meaning set out in Section 26 50 00 of Appendix 6-2 [Technical Specifications]; “Power Supply Points” has the meaning set out in Section 26 50 00 of Appendix 6-2 [Technical Specifications]; “Powerhouse Buttress” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Pre-splitting” has the meaning set out in Section 31 23 00 of Appendix 6-2 [Technical Specifications]; “Pre-Work Orientation” has the meaning set out in Schedule 7 [Environmental Obligations]; “Precast Concrete” has the meaning set out in Section 03 41 00 of Appendix 6-2 [Technical Specifications]; “Preliminary Change Instruction” has the meaning set out in Schedule 12 [Changes]; “Pressure Gauge” has the meaning set out in Section 40 23 00 of Appendix 6-2 [Technical Specifications]; “Pressure Relief Drain” has the meaning set out in Section 31 80 00 of Appendix 6-2 [Technical Specifications]; “Preventive Action” has the meaning set out in Schedule 8 [Quality Management]; “Price Items” has the meaning set out in Appendix 11-2 [Measurement and Payment]; “Primary Anchors” has the meaning set out in Section 13 70 00 of Appendix 6-2 [Technical Specifications]; “Prime Contractor” has the meaning set out in Schedule 10 [Safety]; “Prime Rate” means the floating annual rate of interest established by the Bank of Montreal from time to time as its reference rate of interest, to determine the interest rate it will charge for loans in Canadian dollars to its customers in Canada and designated as its “Prime Rate”; “Proceed Except As Noted and Re-Submit” has the meaning set out in Schedule 5 [Submittals Procedure]; “Production Holes” has the meaning set out in Section 31 23 00 of Appendix 6-2 [Technical Specifications]; “Professional Engineer” means a Professional Engineer registered with the Association of Professional Engineers and Geoscientists of British Columbia; “Professional of Record” or “PoR” has the meaning set out in Schedule 5 [Submittals Procedure]; “Progress Payment Estimate” has the meaning set out in Schedule 11 [Prices and Payment]; “Project” has the meaning set out in Recital A of the Agreement, of which the performance of the Work is a part;

Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“Project Delay” has the meaning set out in Schedule 2 [General Conditions]; “Project Related Permits” has the meaning set out in Schedule 2 [General Conditions]; “Proof-roll” has the meaning set out in Section 31 60 00 of Appendix 6-2 [Technical Specifications]; “Proper Documentation” has the meaning set out in Appendix 2-7 [Leave to Commence]; “PSSP” has the meaning set out in Schedule 10 [Safety]; “PST” means the tax imposed in British Columbia pursuant to the Provincial Sales Tax Act (British Columbia); “Public” or “public” means local and regional governments, communities, stakeholders, property owners, businesses, the general public and Aboriginal groups; “Public Hazards” has the meaning set out in Schedule 10 [Safety]; “Public Safety Management Plan” has the meaning set out in Schedule 10 [Safety]; “Purlin” has the meaning set out in Section 13 34 19 of Appendix 6-2 [Technical Specifications]; “Qualified” has the meaning set out in Schedule 10 [Safety]; “Qualified Environmental Professional” has the meaning set out in Schedule 7 [Environmental Obligations]; “Quality” has the meaning set out in Schedule 8 [Quality Management]; “Quality Documentation Submittals” has the meaning set out in Schedule 8 [Quality Management]; “Quality Management” has the meaning set out in Schedule 8 [Quality Management]; “Quality Management Plans” has the meaning set out in Schedule 8 [Quality Management]; “Quality Management System” or “QMS” has the meaning set out in Schedule 8 [Quality Management]; “Quality Manager” has the meaning set out in Schedule 8 [Quality Management]; “Quality Manual” has the meaning set out in Schedule 8 [Quality Management]; “Quality Objectives” has the meaning set out in Schedule 8 [Quality Management]; “Quality Policy” has the meaning set out in Schedule 8 [Quality Management]; “Quality Progress Report” has the meaning set out in Schedule 8 [Quality Management]; “Quality Record” has the meaning set out in Schedule 8 [Quality Management]; “RCC Peak Capacity” has the meaning set out in Section 03 70 00 of Appendix 6-2 [Technical Specifications]; “RCC Specialist” has the meaning set out in Section 03 50 00 of Appendix 6-2 [Technical Specifications];

Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“RCC Sustainable Capacity” has the meaning set out in Section 03 70 00 of Appendix 6-2 [Technical Specifications]; “Rebound” has the meaning set out in Section 03 37 13 of Appendix 6-2 [Technical Specifications]; “Record Drawing” has the meaning set out in Schedule 6 [Specifications and Drawings]; “Records” has the meaning set out in Schedule 15 [Records]; “Referee” has the meaning set out in Schedule 14 [Dispute Resolution Procedure]; “Referee Agreement” has the meaning set out in Schedule 14 [Dispute Resolution Procedure]; “Referee Notice” has the meaning set out in Schedule 14 [Dispute Resolution Procedure]; “Reference Documents” has the meaning set out in Appendix 6-4 [Reference Documents]; “Refusal” has the meaning set out in Section 31 40 00 of Appendix 6-2 [Technical Specifications]; “Rejected” has the meaning set out in Schedule 5 [Submittals Procedure]; “Relocated Surplus Excavation Materials” or “RSEM” has the meaning set out in Section 13 40 00 of Appendix 6-2 [Technical Specifications]; “Representative” means either Hydro’s Representative or the Contractor’s Representative, as the case may be; “Required Excavations” has the meaning set out in Section 31 12 00 of Appendix 6-2 [Technical Specifications]; “Reservoir Filling” has the meaning set out in Section 13 30 00 of Appendix 6-2 [Technical Specifications]; “Revegetation Materials Supplier” has the meaning set out in Section 31 99 00 of Appendix 6-2 [Technical Specifications]; “Revegetation Subcontractor” has the meaning set out in Section 31 99 00 of Appendix 6-2 [Technical Specifications]; “Reverse-Head Extensometer” has the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications]; “Review” has the meaning set out in Schedule 5 [Submittals Procedure]; “Right Bank Cofferdam” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Right Bank Drainage Tunnel” means the drainage tunnel shown on Drawings 1016-C02-00439, 1016C02-00440 and 1016-C02-00441 of Appendix 6-3 [Drawings]; “Ring Bit” has the meaning set out in Section 31 74 00 of Appendix 6-2 [Technical Specifications]; “Riprap Bedding” has the meaning set out in Section 31 70 00 of Appendix 6-2 [Technical Specifications];

Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“River Closure” has the meaning set out in Section 13 30 00 of Appendix 6-2 [Technical Specifications]; “River Road” means the River Road as shown on Drawing 1016-C01-00173 of Appendix 6-3 [Drawings]; “RMC Galvanized Steel Tubing” has the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications]; “Road Dedicated for Other Contractors” has the meaning set out in Section 34 50 00 of Appendix 6-2 [Technical Specifications]; “Rock Bolt” has the meaning set out in Section 31 30 00 of Appendix 6-2 [Technical Specifications]; “Rock Dowel” has the meaning set out in Section 31 30 00 of Appendix 6-2 [Technical Specifications]; “Rockfill” or “Riprap” has the meaning set out in Section 31 70 00 of Appendix 6-2 [Technical Specifications]; “Roller Compacted Concrete” or “RCC” has the meaning set out in Section 03 50 00 of Appendix 6-2 [Technical Specifications]; “Roller Compacted Concrete Batch Plant” or “RCC Batch Plant” has the meaning set out in Section 03 70 00 of Appendix 6-2 [Technical Specifications]; “Roller Pass” has the meaning set out in Section 31 70 00 of Appendix 6-2 [Technical Specifications]; “RSEM and Water Management Work Plan” has the meaning set out in Section 13 40 00 of Appendix 6-2 [Technical Specifications]; “RSEM Area L3” means RSEM Area L3 as shown on Drawing 1016-C01-00173 of Appendix 6-3 [Drawings]; “RSEM Reference Concept” has the meaning set out in Section 13 40 00 of Appendix 6-2 [Technical Specifications]; “Safe Work Procedures” has the meaning set out in Schedule 10 [Safety]; “Safety Area” has the meaning set out in Schedule 10 [Safety]; “Safety Audits and Inspections” has the meaning set out in Schedule 10 [Safety]; “Safety Laws” has the meaning set out in Schedule 10 [Safety]; “Safety Order” has the meaning set out in Schedule 10 [Safety]; “Scaling” has the meaning set out in Section 31 23 00 of Appendix 6-2 [Technical Specifications]; “Schedule of Prices and Estimated Quantities” has the meaning set out in Appendix 11-2 [Measurement and Payment]; “Schematic Design Phase” has the meaning set out in Appendix 2-1 [Design-Build Review Process]; “SCX” has the meaning set out in Appendix 2-4 [Site Access, Conditions and Services]; “Security Plan” has the meaning set out in Schedule 2 [General Conditions]; Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“Septimus Repeater Station” means the repeater station to be constructed by BC Hydro at the Septimus Repeater Site as shown on Drawing 1016-C01-00173 of Appendix 6-3 [Drawings]; “Septimus Road” means Septimus Road as described in Section 34 50 00 of Appendix 6-2 [Technical Specifications]; “Septimus Siding” has the meaning set out in Appendix 2-4 [Site Access, Conditions and Services]; “Service Bay Pad” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Settlement Agreement” has the meaning set out in Schedule 14 [Dispute Resolution Procedure]; “Settlement Meeting” has the meaning set out in Schedule 14 [Dispute Resolution Procedure]; “ShareAccelArray” or “SAA” has the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications]; “Shared Road” has the meaning set out in Section 34 50 00 of Appendix 6-2 [Technical Specifications]; “Sheet Pile” has the meaning set out in Section 31 62 16.13 of Appendix 6-2 [Technical Specifications]; “Shotcrete” has the meaning set out in Section 03 37 13 of Appendix 6-2 [Technical Specifications]; “Signal Cable” has the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications]; “Site” means the general location of the Project, including all areas covered by the EAC; “Site C Document Control” has the meaning set out in Schedule 2 [General Conditions]; “Site C Substation” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Site C Substation Phase 1” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Site C Substation Phase 2” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Site C Substation Phase 3” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Site Overhead” has the meaning set out in Appendix 11-2 [Measurement and Payment]; and “Site Safety Coordinator” has the meaning set out in Schedule 10 [Safety]; “Site Safety Management Plan” or “SSMP” has the meaning set out in Schedule 10 [Safety]; “Slash” has the meaning set out in Section 31 11 00 of Appendix 6-2 [Technical Specifications]; “Sleeve Type Couplings” has the meaning set out in Section 40 23 00 of Appendix 6-2 [Technical Specifications]; “Slide Gate” has the meaning set out in Section 35 20 19 of Appendix 6-2 [Technical Specifications]; “Slurry Cut-Off Specialist” has the meaning set out in Section 31 75 00 of Appendix 6-2 [Technical Specifications];

Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“Slurry Cut-Off Wall” has the meaning set out in Section 31 75 00 of Appendix 6-2 [Technical Specifications]; “Slurry Cut-Off Wall Subcontractor” has the meaning set out in Section 31 75 00 of Appendix 6-2 [Technical Specifications]; “Slurry Trench” has the meaning set out in Section 31 75 00 of Appendix 6-2 [Technical Specifications]; “Slush Grout” has the meaning set out in Section 31 60 00 of Appendix 6-2 [Technical Specifications]; “Small Tool” has the meaning set out in Schedule 12 [Changes]; “Smart Meters” has the meaning set out in Section 26 50 00 of Appendix 6-2 [Technical Specifications]; “Smooth Blasting” has the meaning set out in Section 31 23 00 of Appendix 6-2 [Technical Specifications]; “Soil Reinforcement” has the meaning set out in Section 31 76 00 of Appendix 6-2 [Technical Specifications]; “Sound Rock” has the meaning set out in Section 31 75 00 of Appendix 6-2 [Technical Specifications]; “South Bank” or “Right Bank” means the land located to the south of the Peace River; “South Bank Initial Access Road” means the South Bank Initial Access Road as described in Section 34 50 00 of Appendix 6-2 [Technical Specifications]; “SPCSP” has the meaning set out in Section 13 20 10 of Appendix 6-2 [Technical Specifications] or Section 13 20 20 of Appendix 6-2 [Technical Specifications], as the context requires; “Specifications” or “Technical Specifications” has the meaning set out in Schedule 6 [Specifications and Drawings]; “Specified Area” has the meaning set out in Schedule 10 [Safety]; “Spider Plate” has the meaning set out in Section 03 37 13 of Appendix 6-2 [Technical Specifications]; “Spillway Buttress” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Spillway Stoplogs” has the meaning set out in Section 13 60 00 of Appendix 6-2 [Technical Specifications]; “Split-spacing Method” has the meaning set out in Section 31 40 00 of Appendix 6-2 [Technical Specifications]; “Staff Gauge” has the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications]; “Stage” has the meaning set out in Section 31 40 00 of Appendix 6-2 [Technical Specifications]; “Stage 1 Cofferdams” has the meaning set out in Section 13 30 00 of Appendix 6-2 [Technical Specifications]; “Stage 2 Cofferdams” has the meaning set out in Section 13 30 00 of Appendix 6-2 [Technical Specifications]; Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“Stage Grouting” has the meaning set out in Section 31 40 00 of Appendix 6-2 [Technical Specifications]; “Standard Detail” has the meaning set out in Section 40 23 00 of Appendix 6-2 [Technical Specifications]; “Standard Specifications” or “SS” has the meaning set out in Section 34 50 00 of Appendix 6-2 [Technical Specifications]; “Steel Set” has the meaning set out in Section 31 30 00 of Appendix 6-2 [Technical Specifications]; “Stem” has the meaning set out in Section 43 25 00 of Appendix 6-2 [Technical Specifications]; “Stilling Basin Downstream” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Stilling Tube” has the meaning set out in Section 40 90 02 of Appendix 6-2 [Technical Specifications]; “Stockpile Area” has the meaning set out in Section 31 12 00 of Appendix 6-2 [Technical Specifications]; “Stockpile Type 1” has the meaning set out in Schedule 11 [Prices and Payment]; “Stockpile Type 2” has the meaning set out in Schedule 11 [Prices and Payment]; “Stockpile Type 3” has the meaning set out in Schedule 11 [Prices and Payment]; “Stockpile Unit Price” has the meaning set out in Schedule 11 [Prices and Payment]; “Stockpile Volume Measurement Date” has the meaning set out in Schedule 11 [Prices and Payment]; “Stop Work Procedure” has the meaning set out in Schedule 7 [Environmental Obligations]; “Stripping” has the meaning set out in Section 31 11 00 of Appendix 6-2 [Technical Specifications]; “Strong Motion Accelerograph” or “SMA” has the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications]; “Structural Backfill” has the meaning set out in Section 31 76 00 of Appendix 6-2 [Technical Specifications]; “Sub-drilling” has the meaning set out in Section 31 23 00 of Appendix 6-2 [Technical Specifications]; “Sub-purlin” has the meaning set out in Section 13 34 19 of Appendix 6-2 [Technical Specifications]; “Subcontractor” has the meaning set out in Schedule 2 [General Conditions]; “Subgrade Surface” has the meaning set out in Section 31 32 20 of Appendix 6-2 [Technical Specifications] or Section 34 50 00 of Appendix 6-2 [Technical Specifications], as the context requires; “Submersible Horizontal Propeller Pump” has the meaning set out in Section 44 42 56 of Appendix 6-2 [Technical Specifications]; “Submittal” has the meaning set out in Schedule 5 [Submittals Procedure]; “Submittal Item” has the meaning set out in Schedule 5 [Submittals Procedure]; Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“Submittal Schedule” has the meaning set out in Schedule 5 [Submittals Procedure]; “Substantial Completion” has the meaning set out in Schedule 11 [Prices and Payment]; “Successful Connection” has the meaning set out in Section 31 40 00 of Appendix 6-2 [Technical Specifications]; “Supplementary Cementing Material” or “SCM” has the meaning set out in Section 03 50 00 of Appendix 6-2 [Technical Specifications]; “Supporting Role Construction Communications Plan” has the meaning set out in Schedule 9 [Communications Roles]; “Survey Marker” has the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications]; “TAB” has the meaning set out in Section 13 20 20 of Appendix 6-2 [Technical Specifications]; “Tag” has the meaning set out in Section 40 23 01 of Appendix 6-2 [Technical Specifications]; “Tailrace Channel” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Tailrace Wall” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Tee Wrench” has the meaning set out in Section 43 25 01 of Appendix 6-2 [Technical Specifications]; “Temperature Sensing Cable” has the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications]; “Temperature Sensor” has the meaning set out in Section 40 90 02 of Appendix 6-2 [Technical Specifications]; “Temporary Debris Handing Facility” has the meaning set out in Section 13 80 50 of Appendix 6-2 [Technical Specifications]; “Temporary Foreign Worker” has the meaning set out in Schedule 2 [General Conditions]; “Temporary Stockpile Payment” has the meaning set out in Schedule 11 [Prices and Payment]; “Temporary Upstream Fishway” means the facility shown on Drawings 1016-C13-00302 through 1016C13-00486 of Appendix 6-3 [Drawings]; “Test Load” has the meaning set out in Section 31 30 00 of Appendix 6-2 [Technical Specifications] or Section 31 52 00 of Appendix 6-2 [Technical Specifications], as the context requires; “THD” has the meaning set out in Section 26 29 23 of Appendix 6-2 [Technical Specifications]; “Theoretical Air Free Density” or “TAFD” has the meaning set out in Section 03 50 00 of Appendix 6-2 [Technical Specifications]; “Thermistor” has the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications]; “Thermistor String” has the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications];

Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“Topsoil” has the meaning set out in Section 31 11 00 of Appendix 6-2 [Technical Specifications]; “Total Completion” has the meaning set out in Schedule 11 [Prices and Payment]; “Traffic Management Plan” has the meaning set out in Section 34 99 00 of Appendix 6-2 [Technical Specifications]; “Train Hauled Materials” has the meaning set out in Schedule 11 [Prices and Payment]; “Transmission Line Right of Way in Area A” has the meaning set out in Appendix 4-1 [BC Hydro Project Schedule]; “Transmittal” has the meaning set out in Schedule 2 [General Conditions]; “TSS” has the meaning set out in Section 13 40 00 of Appendix 6-2 [Technical Specifications]; “Tunnel Conversion” has the meaning set out in Section 13 30 00 of Appendix 6-2 [Technical Specifications]; “Type A Fill” has the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications]; “Under-excavation” has the meaning set out in Section 31 23 00 of Appendix 6-2 [Technical Specifications]; “Under-Reamer Bit” has the meaning set out in Section 31 74 00 of Appendix 6-2 [Technical Specifications]; “Unreinforced Shotcrete” has the meaning set out in Section 03 37 13 of Appendix 6-2 [Technical Specifications]; “Upstream Closure Cofferdam” means the Stage 2 Upstream Cofferdam shown on Drawing 1016-C1700217 of Appendix 6-3 [Drawings]; “Value Engineering Proposal” has the meaning set out in Schedule 12 [Changes]; “Valve Box” has the meaning set out in Section 43 25 00 of Appendix 6-2 [Technical Specifications]; “Variable Speed Drive” has the meaning set out in Section 44 35 00 of Appendix 6-2 [Technical Specifications]; “Variance Threshold Percentage” has the meaning set out in Appendix 11-2 [Measurement and Payment]; “Vent” has the meaning set out in Section 08 90 00 of Appendix 6-2 [Technical Specifications]; “Vertical Mixed Flow Pump” has the meaning set out in Section 44 35 26 of Appendix 6-2 [Technical Specifications]; “Vertical Turbine Pump” has the meaning set out in Section 44 35 21 of Appendix 6-2 [Technical Specifications]; “VFD” has the meaning set out in Section 26 24 25 of Appendix 6-2 [Technical Specifications], Section 26 29 23 of Appendix 6-2 [Technical Specifications or Section 44 35 00 of Appendix 6-2 [Technical Specifications], as the context requires; Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“VFD System” has the meaning set out in Section 26 29 23 of Appendix 6-2 [Technical Specifications]; “Vibrating Wire Piezometer” has the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications]; “Vibrating Wire Settlement Cell” has the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications]; “W50” has the meaning set out in Section 31 70 00 of Appendix 6-2 [Technical Specifications]; “Wall Designer” has the meaning set out in Section 31 76 00 of Appendix 6-2 [Technical Specifications]; “Wall Manufacturer” has the meaning set out in Section 31 76 00 of Appendix 6-2 [Technical Specifications]; “Warm Joint” has the meaning set out in Section 03 50 00 of Appendix 6-2 [Technical Specifications]; “Warranty Period” has the meaning set out in Schedule 2 [General Conditions]; “Warranty Work” has the meaning set out in Schedule 11 [Prices and Payment]; “Waste Wood” has the meaning set out in Section 31 11 00 of Appendix 6-2 [Technical Specifications]; “Water Management Infrastructure” has the meaning set out in Section 13 40 00 of Appendix 6-2 [Technical Specifications]; “Water Management Plan” has the meaning set out in Section 13 40 00 of Appendix 6-2 [Technical Specifications]; “Water Retaining Structures” has the meaning set out in Section 03 10 00 of Appendix 6-2 [Technical Specifications]; “WCB” has the meaning set out in Section 31 76 00 of Appendix 6-2 [Technical Specifications]; “Weather Dependent Works” has the meaning set out in Schedule 2 [General Conditions]; “Well Cover” has the meaning set out in Section 13 50 00 of Appendix 6-2 [Technical Specifications]; “Wet Mix” has the meaning set out in Section 03 37 13 of Appendix 6-2 [Technical Specifications]; “Wire-Reinforced Shotcrete” has the meaning set out in Section 03 37 13 of Appendix 6-2 [Technical Specifications]; “Witness Point” has the meaning set out in Schedule 8 [Quality Management]; “Woody Debris” has the meaning set out in Section 31 99 00 of Appendix 6-2 [Technical Specifications]; “Work” means and includes anything and everything required to be done by the Contractor for the fulfilment and completion of the Contract; “Work Platform” has the meaning set out in Section 31 75 00 of Appendix 6-2 [Technical Specifications]; “Work Program and Schedule” has the meaning set out in Schedule 4 [Work Program and Schedule];

Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“Work Site” means the location where the constructed Work is to be finally or permanently located or installed; “Workable Hours” means: (a)

with respect to the Powerhouse Buttress RCC or Spillway Buttress RCC, the actual number of hours in a Partial Good Weather Day that the air temperature measured at the Climate Station was warmer than -2ºC and the rainfall measured at the Climate Station did not exceed 2.5 millimeters during a single hour; or

(b)

with respect to the Earthfill Dam, the actual number of hours in a Partial Good Weather Day that the air temperature measured at the Climate Station was warmer than 0ºC;

“Worker Accommodation Area” has the meaning set out in Schedule 2 [General Conditions]; “Worker Accommodation Facility” has the meaning set out in Schedule 2 [General Conditions]; “Worker Accommodation Operator” has the meaning set out in Schedule 2 [General Conditions]; “WorkSafeBC” has the meaning set out in Schedule 10 [Safety]; and “WPP” has the meaning set out in Schedule 10 [Safety]. Any words or phrases defined elsewhere in the Contract will have the particular meaning assigned to such words or phrases. 2

INTERPRETATION

Except as expressly set out otherwise in the Contract Documents or as the context otherwise requires, the following will apply to the interpretation of the Contract: (a)

the Contract Documents are complementary and will be read and interpreted together and what is required by any one Contract Document will be deemed to be required by all Contract Documents;

(b)

headings are for convenience and reference only and will not affect the interpretation of the Contract;

(c)

all dollar figures will mean Canadian dollars;

(d)

words importing the singular include the plural, and vice versa;

(e)

words importing gender include all genders;

(f)

where a reference is made to a “day”, “week”, “month” or “year”, the reference is to the calendar period;

(g)

where the date for any delivery or response falls on a Saturday, Sunday or statutory holiday observed in British Columbia, the date for such delivery or response will be extended to the next following day which is not a Saturday, Sunday or statutory holiday observed in British Columbia;

(h)

in the calculation of time, the first day will be excluded and the last day will be included;

(i)

the words in the Contract Documents will bear their natural or defined meaning; Main Civil Works – Schedule 1 [Definitions and Interpretations]

BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

(j)

the word “including” is deemed to be followed by “without limitation”;

(k)

any reference to a statute will include such statute and its corresponding regulations, together with all amendments made to such statute and regulations in force from time to time, and any statute or regulation that may be passed which has the effect of amending, supplementing or superseding the statute referred to or such statute’s corresponding regulations; and

(l)

the parties confirm that they each have obtained independent legal advice, or elected not to obtain such advice, and accordingly agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting party will not be applicable in the interpretation of the Contract.

PRIORITY OF CONTRACT DOCUMENTS

If there is any inconsistency or conflict between provisions of the Contract Documents, then: (a)

the order of priority between the Contract Documents, from highest to lowest with the Agreement having the highest priority, is as follows: (i)

the Agreement;

(ii)

all Schedules, Appendices, Exhibits and Attachments, excluding Drawings and Specifications;

(iii)

Drawings; and

(iv)

Specifications;

(b)

Drawings of a larger scale have priority over Drawings of a smaller scale;

(c)

figured dimensions on a Drawing will govern over scaled measurements on the same Drawing; and

(d)

Documents of a later date will always supersede a similar type of Document of an earlier date.

Main Civil Works – Schedule 1 [Definitions and Interpretations] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 2 GENERAL CONDITIONS 1

INTERPRETATION

1.1

Definitions

In this Schedule 2 [General Conditions], in addition to the definitions set out in Schedule 1 [Definitions and Interpretation]: “Actual Good Weather Days” means the sum of the Good Weather Days and Partial Good Weather Days which actually occurred during the applicable Baseline Work Period; “Administrative Correspondence” has the meaning set out in Section 2.1(a)(ii) of this Schedule 2 [General Conditions]; “Apprentices Policy” has the meaning set out in Section 6.24 of this Schedule 2 [General Conditions]; “Baseline Work Period” has the meaning set out in Section 13.3(a) of this Schedule 2 [General Conditions]; “BC Hydro Delay” has the meaning set out in Section 12.1 of this Schedule 2 [General Conditions]; “Climate Station” means climate station 7; “Confidential Information” has the meaning set out in Section 20.1 of this Schedule 2 [General Conditions]; “Consequential Damages” has the meaning set out in Section 24.2 of this Schedule 2 [General Conditions]; “Contract Records” has the meaning set out in Section 2.1(a) of this Schedule 2 [General Conditions]; “Contractor Delay” has the meaning set out in Section 12.2 of this Schedule 2 [General Conditions]; “Contractor’s Daily 72 Hour Confirmation” has the meaning set out in Section 7.6(b) of this Schedule 2 [General Conditions]; “Default Costs” has the meaning set out in Section 15.3(c) of this Schedule 2 [General Conditions]; “Design-Build Work” has the meaning set out in Section 8.1 of this Schedule 2 [General Conditions]; “Document” has the meaning set out in Section 2.1(b) of this Schedule 2 [General Conditions]; “Document Number” has the meaning set out in Section 2.1(c) of this Schedule 2 [General Conditions]; “Extreme Weather Delay” has the meaning in Section 13.4(b) of this Schedule 2 [General Conditions]; “General Site Documents” has the meaning set out in Section 5.5 of this Schedule 2 [General Conditions];

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

“Good Weather Day” means: (a)

(b)

with respect to the Powerhouse Buttress RCC or Spillway Buttress RCC, any day during which: (i)

the air temperature measured at the Climate Station is warmer than -2ºC for at least 20 hours; and

(ii)

the rainfall measured at the Climate Station does not exceed 2.5 millimeters during a single hour during the period that the air temperature measured at the Climate Station is warmer than -2ºC; and

with respect to the Earthfill Dam, any day during which: (i)

the air temperature measured at the Climate Station is warmer than 0ºC for at least 20 hours; and

(ii)

the rainfall measured at the Climate Station does not exceed 5 millimeters in the aggregate;

“Good Weather Day Shortfall” has the meaning set out in Section 13.5 of this Schedule 2 [General Conditions]; “Guest” has the meaning set out in Section 7.5 of this Schedule 2 [General Conditions]; “Indemnified Parties” has the meaning set out in Section 23.1 of this Schedule 2 [General Conditions]; “Indemnified Party” has the meaning set out in Section 23.1 of this Schedule 2 [General Conditions]; “Indicated Good Weather Days” has the meaning set out in Section 13.3(b) of this Schedule 2 [General Conditions]; “Issued for Construction Drawings” or “IFC Drawings” has the meaning set out in Section 3.18 of this Schedule 2 [General Conditions]; “Labour Disruption” has the meaning set out in Section 6.4(b) of this Schedule 2 [General Conditions]; “Other Contractor” has the meaning set out in Section 3.6 of this Schedule 2 [General Conditions]; “Partial Good Weather Day” means: (a)

(b)

with respect to the Powerhouse Buttress RCC or Spillway Buttress RCC, any day during which: (i)

the air temperature measured at the Climate Station is warmer than -2ºC for less than 20 hours, but at least 4 hours; and

(ii)

the rainfall measured at the Climate Station does not exceed 2.5 millimeters during a single hour during the period that the air temperature measured at the Climate Station is warmer than -2ºC; and

with respect to the Earthfill Dam, any day during which: (i)

the air temperature measured at the Climate Station is warmer than 0ºC for less than 20 hours, but at least 4 hours; and

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

(ii)

the rainfall measured at the Climate Station does not exceed 5 millimeters in the aggregate,

expressed as a fraction of a Good Weather Day, calculated by dividing the Workable Hours during that Partial Good Weather Day by 20, and rounding that number down to the nearest tenth of a day (i.e., 5 Workable Hours / 20 = 0.2 Good Weather Days); “Permitting Plan” has the meaning set out in Section 4.2(b) of this Schedule 2 [General Conditions]; “Project Delay” has the meaning set out in Section 12.4 of this Schedule 2 [General Conditions]; “Project Related Permits” has the meaning set out in Section 4.1 of this Schedule 2 [General Conditions]; “Security Plan” has the meaning set out in Section 19.4 of this Schedule 2 [General Conditions]; “Site C Document Control” has the meaning set out in Section 2.1 of this Schedule 2 [General Conditions]; “Subcontractor” has the meaning set out in Section 3.12 of this Schedule 2 [General Conditions]; “Temporary Foreign Worker” has the meaning set out in Section 6.19(b)(v) of this Schedule 2 [General Conditions]; “Transmittal” has the meaning set out in Section 2.1(e) of this Schedule 2 [General Conditions]; “Warranty Period” has the meaning set out in Section 25.3(a) of this Schedule 2 [General Conditions]; “Weather Dependent Works” has the meaning set out in Section 13.2 of this Schedule 2 [General Conditions]; “Worker Accommodation Area” has the meaning set out in Section 7.1 of this Schedule 2 [General Conditions]; “Worker Accommodation Facility” has the meaning set out in Section 7.1 of this Schedule 2 [General Conditions]; and “Worker Accommodation Operator” has the meaning set out in Section 7.1 of this Schedule 2 [General Conditions]. 2

CONTRACT ADMINISTRATION

2.1

Site C Document Control

BC Hydro has established an electronic system (“Site C Document Control”) which it intends to use for the storage, cataloguing, retention and retrieval of all Project records, and the following will apply: (a)

the parties will deliver all documentation of any kind whatsoever that one party delivers to the other party under this Contract (collectively, the “Contract Records”), including: (i)

all Submittals; and

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

(ii)

all administrative communications, including general requests for information, copies of invoices, meeting minutes, general correspondence and emails (collectively, “Administrative Correspondence”),

by way of Site C Document Control, in accordance with Appendix 2-8 [SharePoint Technical Requirements for Contractors]; (b)

a Contract Record may consist of one or more electronic files (each, a “Document”);

(c)

BC Hydro will assign a unique number (each a “Document Number”) to each Document that is part of a Submittal, as follows: (i)

for a Document that corresponds to a Submittal or Submittal Item that is set out in the Submittal Schedule, BC Hydro will assign that Document a Document Number after the submission of that Submittal Schedule;

(ii)

for a Document that is not assigned a Document Number pursuant to Section 2.1(c)(i) of this Schedule 2 [General Conditions]: (A)

the Contractor may, prior to delivering the Submittal containing that Document in accordance with Section 2.1(a) of this Schedule 2 [General Conditions], request a Document Number for that Document; or

(B)

the Contractor may submit the Submittal containing that Document in accordance with Section 2.1(a) of this Schedule 2 [General Conditions], after which BC Hydro will assign a Document Number to that Document;

(d)

without limiting Appendix 2-8 [SharePoint Technical Requirements for Contractors], the parties will use reasonable commercial efforts to prepare a Contract Record so that no Contract Record exceeds 50 GB in total and so that no individual Document that is part of a Contract Record exceeds 2 GB;

(e)

a party that delivers a Contract Record in accordance with Section 2.1(a) of this Schedule 2 [General Conditions] will deliver with that Contract Record a copy of a summary of documents included in that Contract Record (a “Transmittal”) in respect of that Contract Record; and

(f)

at the time that a party delivers any Contract Record in accordance with Section 2.1(a) of this Schedule 2 [General Conditions], that party will deliver a copy of the Transmittal in respect of that Contract Record electronically to the receiving party’s Representative.

EXECUTION OF THE WORK

3.1

Control of Work

Except as expressly set out otherwise in the Contract Documents, including Section 3.18 of this Schedule 2 [General Conditions], the Contractor will: (a)

have complete control of the Work and will effectively direct and supervise the Work so that it conforms to the Contract Documents; and

(b)

be solely responsible for construction means, methods, techniques, sequences and procedures and for coordinating the various parts of the Work.

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

3.2

Standard of Work

The Contractor will perform the Work in accordance with: (a)

the Contract Documents;

(b)

Laws and Permits; and

(c)

Good Industry Practice.

If more than one standard, including building codes, requirements of an authority having jurisdiction, work practices and procedures, and specifications, applies to the performance of the Work, then the strictest of such will apply. 3.3

Equivalents

The Contractor may, at any time, request approval of an Equivalent, accompanied by such supporting documentation and information as Hydro’s Representative may require. Any approval of an Equivalent may in the sole discretion of Hydro’s Representative be withheld. 3.4

Documents at Site

BC Hydro will provide the Contractor, without charge, one copy of the Contract Documents. The Contractor will, at all times, keep and maintain one copy of a complete set of the current Contract Documents, including all Issued for Construction Drawings, approved shop Drawings, revised or supplementary Drawings or Specifications and other design details that have been issued by Hydro’s Representative or, as applicable, by the Contractor, at the Site and at all other locations where the Work or components of the Work are being performed, fabricated or manufactured, in good order and available for review by Hydro’s Representative. 3.5

Monuments and Controls

The Contractor will protect and preserve all survey monuments and control points, if any, installed by or on behalf of BC Hydro at the Site, and will, at the Contractor’s sole cost and expense, replace or re-establish any such monument or control point as may be destroyed or disturbed by the Contractor or any Subcontractor. The provisions of this Section will not apply to such survey monuments and control points, if any, that are located in direct conflict with the permanent Work, or are located in areas where, because of the performance of the Work, they cannot reasonably be replaced or re-established. 3.6

Work by Other Contractors or BC Hydro

BC Hydro reserves the right to engage other contractors (each, an “Other Contractor”) and to use BC Hydro’s own forces to perform work at the Site during the time for the performance of the Work, including the Contractor’s Work Areas. With respect to any work performed, or to be performed, at the Site by Other Contractors or BC Hydro’s own forces: (a)

the Contractor will coordinate the performance of the Work with the work of all Other Contractors and BC Hydro’s own forces, and perform the Work to connect to such other work as specified or shown in the Contract Documents. If such coordination and connection directly interferes with the Contractor’s performance of the Work and causes the Contractor to incur costs or delays or both that could not have been reasonably anticipated by the Contractor as of the date the Contractor submitted its “Financial Submission” under RFP #1824 to BC Hydro for the performance of the Work, then the Contractor will be entitled to claim a Change pursuant to the provisions of Section 4.1 of Schedule 12 [Changes], except that the Contractor’s notice obligation under Section 4.1(a)(i) of Schedule 12 [Changes] will be to give written notice of such claim to Hydro’s Main Civil Works – Schedule 2 [General Conditions]

BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

Representative promptly upon the Contractor becoming aware of such circumstances, or, in any event, promptly after the date when the Contractor should reasonably have become aware of such circumstances; and (b)

if the Contractor discovers any deficiencies in the work of an Other Contractor or BC Hydro’s own forces that may affect the performance of the Work, then the Contractor will immediately, and before proceeding with such affected Work, report such deficiencies to Hydro’s Representative and then confirm such report in writing if the initial report was not in writing.

BC Hydro will include in any major contract entered into after the Effective Date in respect of the construction of the Project, a provision on substantially the same terms and conditions as this Section 3.6. 3.7

Temporary Structures Designed by the Contractor

The Contractor will have the sole responsibility for the design, erection, operation, use, maintenance and removal of temporary supports, structures, facilities, services and other temporary items required by the Contractor for the performance of the Work. Such temporary items will not include items that will become part of the permanent Work. The Contractor will, as part of the performance of the Work, engage and pay for Professional Engineers skilled and knowledgeable in the appropriate disciplines to provide professional engineering services with respect to such temporary supports, structures, facilities, services and other temporary items where required by Law or by the Contract Documents and, in any event, in all cases where such temporary supports, structures, facilities, services and other temporary items are of such a nature, including with respect to their method of construction, that safety or Good Industry Practice requires the skill and knowledge of a registered and qualified Professional Engineer. 3.8

Errors in Contract Documents

The Contractor will review the Contract Documents and promptly report to Hydro’s Representative any discovered error, inconsistency or omission. If the Contractor discovers any error, inconsistency or omission in the Contract Documents, then the Contractor will not proceed with the performance of the Work affected by such error, inconsistency or omission without first receiving directions or clarifications from Hydro’s Representative. If the Contractor proceeds with such affected Work after becoming aware of an error, inconsistency or omission, or, in any event, after the time when a qualified and experienced contractor should reasonably have become aware of the error, inconsistency or omission, without first receiving directions or clarifications from Hydro’s Representative, then the Contractor will, at the Contractor’s sole cost and expense, remove, replace or make good any Work which fails to meet the requirements of the Contract Documents. Subject to the above provisions of this Section 3.8, in conducting such review, the Contractor will not be responsible or liable to BC Hydro to discover all errors, inconsistencies or omissions. 3.9

Quality Assurance and Quality Control

The Contractor will be responsible for quality assurance and quality control for the performance of the Work as described in Schedule 8 [Quality Management], provided that compliance with the requirements in Schedule 8 [Quality Management] will not relieve the Contractor of any of its duties, obligations or responsibilities under the Contract to perform the Work in accordance with all other requirements of the Contract Documents. 3.10

Work Program and Schedule

The Contractor will comply with Schedule 4 [Work Program and Schedule].

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

3.11

Supervision

The Contractor will provide all necessary supervision on the Site and appoint a competent representative(s) with authority to supervise the performance of the Work, who will be in attendance on the Site while Work is being performed. Such representative(s) may be the same as the Contractor’s Representative. 3.12

Subcontractors

The following will apply with respect to all subcontractors, consultants, suppliers, manufacturers and vendors (each, a “Subcontractor” and the term “Subcontractor” will be deemed to include all further subcontractors, consultants, suppliers, manufacturers and vendors engaged below a Subcontractor) engaged by or through the Contractor to perform a portion of the Work: (a)

unless the Contract Documents identify a specific Subcontractor, the Contractor will not directly or indirectly engage or permit the engagement of a Subcontractor to perform: (i)

a significant or material amount of the Work and where the value of such subcontracted Work is $5,000,000.00 or greater; or

(ii)

elements of the Work which for reasons such as safety, environmental impact and schedule control Hydro’s Representative determines requires specific expertise and experience,

without the prior written consent of Hydro’s Representative, which consent will not be unreasonably withheld; (b)

if and to the extent the Contract Documents identify a specific Subcontractor, then the Contractor will not change any such specified Subcontractor without the prior written consent of Hydro’s Representative, which consent may in the sole discretion of Hydro’s Representative be withheld;

(c)

notwithstanding any approval or consent given by Hydro’s Representative to the engagement of a Subcontractor, including any approval or consent given under the Consent Procedure or Review Procedure, if any event occurs or circumstance arises in relation to a Subcontractor that would, if it occurred or arose with respect to the Contractor, entitle BC Hydro to terminate the Contract pursuant to the Contract, then Hydro’s Representative may, by written notice to the Contractor’s Representative, require the Contractor to discharge or cause to be discharged the Subcontractor and to cancel and terminate or cause to be cancelled and terminated the applicable agreement with the Subcontractor;

(d)

notwithstanding any other provision in the Contract, and in addition to BC Hydro’s rights described in Section 3.12(c) of this Schedule 2 [General Conditions], Hydro’s Representative may, by written notice to the Contractor’s Representative, object to any Subcontractor engaged to perform a portion of the Work for any reason. Upon receipt of any such notice, the Contractor will immediately cause such Subcontractor to be removed from the Site, if applicable, and the Project and promptly replaced by a Subcontractor with suitable qualifications and experience. If Hydro’s Representative exercises its authority under this Section 3.12(d), the Contractor will be entitled to claim a Change pursuant to the provisions of Section 4.1 of Schedule 12 [Changes], except that the Contractor’s notice obligation under Section 4.1(a)(i) of Schedule 12 [Changes] will be to give written notice of such claim to Hydro’s Representative promptly upon the Contractor becoming aware of the identity of the replacement Subcontractor. Notwithstanding any other provision in this Section 3.12(d), the Contractor will retain all authority and control over its Subcontractors;

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

(e)

the Contractor will: (i)

require all Subcontractors to perform their work in accordance with the Contract Documents; and

(ii)

be fully responsible for the acts, omissions, errors and defaults of a Subcontractor, its employees or other Persons engaged by or through that Subcontractor as if such acts, omissions, errors and defaults were those of the Contractor, and neither the engagement of a Subcontractor by the Contractor nor the approval, consent or rejection by Hydro’s Representative of or to a Subcontractor will in any way reduce or amend or otherwise alter the Contractor’s responsibility for the performance of the Work as set out in the Contract Documents; and

(f)

nothing in the Contract will be construed as creating any contractual relationship between BC Hydro and any Subcontractor or any other Persons engaged by or through a Subcontractor.

3.13

Key Individuals

If Key Individuals are identified in Schedule 3 [Roles and Representatives] then the Contractor will use reasonable commercial efforts to retain those persons, and will make such retained persons available to perform the tasks as identified in Schedule 3 [Roles and Representatives]. 3.14

Products and Materials

Except as expressly set out otherwise in the Contract Documents, the Contractor will only provide products and materials that are new. If the Contract Documents do not specify or describe the quality of a product or materials required for the Work, then the product or materials will be of a quality equivalent to the quality of the adjacent or connecting portions of the Work. 3.15

BC Hydro Property

If BC Hydro provides any BC Hydro Property to the Contractor, then: (a)

Hydro’s Representative will, within seven days of providing such BC Hydro Property to the Contractor, provide the Contractor with a schedule of values showing the replacement value of such BC Hydro Property;

(b)

the Contractor will have responsibility for all such BC Hydro Property, but BC Hydro will retain ownership of all BC Hydro Property;

(c)

the Contractor will, at all times, maintain, and make available to Hydro’s Representative upon request, a current inventory of all such BC Hydro Property and a description and the location of all such BC Hydro Property, in sufficient detail to permit Hydro’s Representative to readily identify and verify the location and condition of all such BC Hydro Property; and

(d)

the Contractor will use such BC Hydro Property only for the purposes expressly set out in the Contract Documents or for the purposes such BC Hydro Property is typically used.

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

3.16

Audits, Tests and Inspections

Hydro’s Representative and Hydro’s Representative’s delegates will have access to the Work at all times, including Work being performed at a location other than the Site, for the purpose of auditing, testing and inspecting the Work so as to remain familiar with the progress and quality of all aspects of the Work, and to be able to determine that the Work is proceeding in conformance with the requirements of the Contract Documents. With respect to all such audits, tests and inspections: (a)

the Contractor will incorporate or cause to be incorporated all such auditing, testing and inspection rights in all applicable agreements with Subcontractors, and will take all necessary steps to facilitate such auditing, testing and inspection, including maintaining easy access to the Site;

(b)

Hydro’s Representative will conduct, in a timely manner, any audits, tests or inspections of the Work, equipment and materials that the Contract Documents require Hydro’s Representative to conduct;

(c)

if audits, tests or inspections of the Work, equipment or materials are required by the Contract Documents to be conducted by Hydro’s Representative or are required by Law to be conducted by a Governmental Authority, the Contractor will, in accordance with the then current Work Program and Schedule but, in any event, with no less than 14 days’ notice, notify Hydro’s Representative and the applicable Governmental Authority in writing of the date on and the place at which any such audits, tests or inspections can be conducted;

(d)

Hydro’s Representative will be entitled to observe all quality audits, tests and inspections, and results and data pertaining to the Work, including factory or other tests performed at a location other than the Site, and the Contractor will give written notice to Hydro’s Representative of such audits, tests and inspections, and results and data, in accordance with Section 3.16(c) of this Schedule 2 [General Conditions];

(e)

the Contractor will submit to Hydro’s Representative copies of all certificates, inspection reports, test reports and quality documentation (all in a format agreed by Hydro’s Representative in writing) relating to the Work, promptly after receiving or preparing such certificates, reports and quality documentation;

(f)

Hydro’s Representative has the authority to order audits, tests and inspections of the Work, equipment and materials not required or contemplated by the Contract Documents, or at Law, if Hydro’s Representative believes, acting reasonably, that any aspect of the Work does not conform to the requirements of the Contract Documents;

(g)

Hydro’s Representative has the authority to reject any Work that does not conform to the requirements of the Contract Documents, and the Contractor will, at its sole cost and expense, correct such non-compliant Work, subject to the Contractor’s rights to dispute under Schedule 14 [Dispute Resolution Procedure];

(h)

Hydro’s Representative has the authority to stop Work where such Work is not being performed in accordance with the Contract Documents, or where there is a threat, whether or not imminent, to the safety of anyone or anything at the affected area or to the environment;

(i)

Hydro’s Representative’s authority to order audits, tests and inspections, or to reject or otherwise review the Work, will be for the benefit of BC Hydro, and such authority will not give rise to any duty or responsibility on Hydro’s Representative or BC Hydro to the Contractor, Subcontractors, or their agents, employees or other Persons performing any of the Work, to order audits, tests or inspections, or to reject or otherwise review the Work; Main Civil Works – Schedule 2 [General Conditions]

BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

(j)

the Contractor will pay for the cost of making any audit, test or inspection, including the cost of samples, if the audit, test or inspection is designated in the Contract Documents to be performed by the Contractor or is required by Law, except in circumstances where the audit, test or inspection has been ordered by Hydro’s Representative under Section 3.16(f) of this Schedule 2 [General Conditions] and the results of such audit, test or inspection confirm that the Work is being performed in accordance with the Contract Documents, in which case BC Hydro will pay for the cost of the audit, test or inspection, including the cost of repairing and/or re-instating any portion of the Work damaged or made unusable as a result of the audit, test or inspection; and

(k)

if the Contractor covers or permits to be covered Work that has been designated in the Contract Documents or by Law for audits, tests, inspections or approvals, before such audits, tests, inspections or approvals are made, given or completed, then Hydro’s Representative may direct the Contractor to uncover such Work, as required, so that such audits, tests, inspections or approvals may be completed or given to the satisfaction of Hydro’s Representative, acting reasonably. The Contractor will uncover and make good such Work and any other removed or damaged property at the Contractor’s sole cost and expense.

The Contractor will perform or cause to be performed all audits, tests and inspections as are called for or required under the Contract Documents, including any audits, tests and inspections required by Law or ordered by Hydro’s Representative, for the performance of the Work. The audits, tests and inspections required by the Contract Documents or by Law or by Hydro’s Representative are for BC Hydro’s benefit and acceptable audit, test and inspection results will not relieve the Contractor of any of its duties, obligations or responsibilities under the Contract to perform the Work and to correct defects or deficiencies in the Work, all in accordance with the requirements of the Contract Documents. 3.17

Submittals

Submittals will be provided in accordance with Schedule 5 [Submittals Procedure]. 3.18

Issued for Construction Drawings

Without limiting the Contractor’s obligations under Section 3.17 of this Schedule 2 [General Conditions] to permit BC Hydro the opportunity to review all Submittals, the Contractor will perform Work which will form part of the permanent construction in accordance with the Drawings stamped “Issued for Construction” by the party (the Contractor, BC Hydro or a third party) primarily responsible for the design of such Work (“Issued for Construction Drawings” or “IFC Drawings”). If the Contractor proceeds with Work prior to receiving Issued for Construction Drawings for such Work and such construction and related Work is covered, then Hydro’s Representative may direct the Contractor to uncover and make good such construction and related Work at the Contractor’s sole cost and expense and the provisions of Section 3.16(k) of this Schedule 2 [General Conditions] will apply. 3.19

Data Room

BC Hydro may from time to time through the Data Room provide the Contractor with information relevant to the Project and the Work generally, which information will not be a Contract Record. The Contractor will, as part of the performance of the Work, during the performance of the Work, monitor the Data Room and be aware of such information. 3.20

Site Availability

Except as provided otherwise in the Contract Documents, the Site will be available for the performance of the Work every day of the year (24 hours per day), including statutory holidays.

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

3.21

Meetings

Hydro’s Representative may require the Contractor to prepare for and attend: (a)

regular status and progress meetings to plan, review and evaluate the progress of the Work and other items relevant to the Work and the Site, and in respect of such meetings: (i)

the Contractor will submit to Hydro’s Representative a schedule for such meetings; and

(ii)

the Contractor will, if requested by Hydro’s Representative, require any Subcontractor to attend any such meeting;

(b)

monthly review meetings to review the most recent monthly progress report submitted in accordance with Section 2.8 of Schedule 4 [Work Program and Schedule], and any other business that Hydro’s Representative may consider appropriate; and

(c)

other meetings as may be required for the Work or under the Contract Documents, or as Hydro’s Representative may consider necessary, to discuss any aspect of the Work, including technical, interface management, health, safety, environmental, design, quality, verification, certification, documentation, engineering data, cost, accounting, scheduling, construction, progress and other issues, and except as may be expressly provided otherwise in the Contract Documents, the Contractor will ensure that sufficient and appropriate qualified personnel are available to attend such meetings.

3.22

Agenda for Meeting

Except in the event of an emergency, Hydro’s Representative will issue an agenda setting out the items for discussion at a meeting no later than two business days prior to a meeting, unless Hydro’s Representative has required the Contractor to prepare and submit an agenda for that meeting, in which case the Contractor will submit the agenda to Hydro’s Representative no later than two business days prior to that meeting. Except in an emergency, or with the consent of both parties’ Representatives, the parties will not discuss during a meeting any topic that is not covered or related to the items set out in the agenda for that meeting. Each party will be responsible for issuing any information relating to the agenda items for each meeting, including reports, reproducible documentation and forward planning information, prior to the meeting so as to allow adequate preparatory study and evaluation of such information. If the parties agree that such information requires more than two days for adequate preparatory study and evaluation, discussion of the agenda item to which that information relates will be deferred to a subsequent meeting unless the parties otherwise agree or Hydro’s Representative considers it appropriate to discuss that agenda item. 3.23

Meeting Minutes

The Contractor will, unless otherwise instructed by Hydro’s Representative, record and submit minutes of all meetings in a form acceptable to Hydro’s Representative acting reasonably, which minutes will be brief and at a minimum will indicate: (a)

with whom the responsibility for a particular action lies;

(b)

the date the action was assigned;

(c)

the date required for completion of the action; and

(d)

the status and results of actions assigned in previous meetings and the actual date of completion of those actions, and Main Civil Works – Schedule 2 [General Conditions]

BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

will append: (e)

any information relating to the agenda items for that meeting, including reports, reproducible documentation and forward planning information; and

(f)

any other information tabled at that meeting.

At the end of each meeting, representatives from each party in attendance at the meeting will review the meeting minutes prepared by the Contractor and use reasonable commercial efforts to reach agreement on such minutes. The Contractor will, not later than three days following a meeting, distribute finalized minutes of a meeting to all attendees of that meeting, to Hydro’s Representative and to such other persons as Hydro’s Representative may designate. 3.24

Action Log

The Contractor will submit to Hydro’s Representative for Review a form of action log that tracks and contains all actions from all meetings and at a minimum indicates: (a)

the meeting reference;

(b)

who is responsible for each action;

(c)

the date the action was assigned;

(d)

the date required for completion of the action; and

(e)

the status or actual date of completion of the action.

The Contractor will: (f)

maintain the action log separately from any meeting minutes; and

(g)

submit an updated action log to Hydro’s Representative on a monthly basis.

3.25

BC Hydro Code of Conduct

The Contractor will comply with the BC Hydro Code of Conduct. If a new version of the BC Hydro Code of Conduct is published after the Effective Date, BC Hydro will notify the Contractor in writing and the Contractor will have 30 days from the date of such notice to comply with such requirements, which will be a Change to which the provisions of Schedule 12 [Changes] will apply. For the avoidance of doubt, ordinary commercial and business contact with third parties will not be perceived as a violation of the requirements of the BC Hydro Code of Conduct. 3.26

Aboriginal Inclusion and Reporting Requirements

The Contractor will, during the performance of its obligations under the Contract, comply with the terms and conditions set out in Schedule 16 [Aboriginal Inclusion and Reporting Requirements].

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

PERMITS

4.1

Project Related Permits

BC Hydro has obtained, or will obtain, the Permits listed in Appendix 2-3 [Project Related Permits] (the “Project Related Permits”). BC Hydro will maintain and renew, at BC Hydro’s cost, the Project Related Permits as required for the performance of the Work. The Contractor will, as part of the Work, provide all assistance reasonably requested by BC Hydro to obtain, maintain and renew Project Related Permits as required for the performance of the Work. Such assistance will be provided at no cost to BC Hydro. 4.2

Contractor’s Permits and Permitting Plan

The Contractor will, as part of the Work, obtain, maintain and renew all Permits, other than the Project Related Permits, required for the performance of the Work, and the following will apply: (a)

except as expressly agreed to in writing by Hydro’s Representative and except in respect of any Permits required to be issued in the name of the Contractor by the issuing authority, all Permits obtained by the Contractor will be in the name of BC Hydro; and

(b)

the Contractor will, within 90 days of the Effective Date, submit a permitting plan (the “Permitting Plan”) for Consent that will, at a minimum: (i)

list all Permits, other than Project Related Permits, the Contractor will require for the complete performance of the Work;

(ii)

list the applicable statute or regulation and the issuing agency for each Permit;

(iii)

describe the process and indicate the timing of the application and the anticipated date of issuance for each Permit;

(iv)

describe any support or information required from BC Hydro or third parties for those applications;

(v)

indicate the time for Review as described in Section 4.3 of this Schedule 2 [General Conditions] relating to each Permit; and

(vi)

update the Permitting Plan from time-to-time, and no less frequently than quarterly, so that it remains current and descriptive of the Contractor’s plans relating to all Permits to be obtained and maintained by the Contractor.

For certainty, the Contractor will be solely responsible for the costs of obtaining, maintaining and renewing all Permits, other than the Project Related Permits. 4.3

BC Hydro’s Review

Except as expressly agreed to in writing by Hydro’s Representative, all Permit applications prepared by the Contractor in relation to Permits in the name of BC Hydro will be submitted to Hydro’s Representative for Review prior to being submitted to the issuing authority, including applications for Permits to be issued: (a)

under the Water Act (British Columbia);

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

(b)

by the British Columbia Ministry of Forests, Lands and Natural Resource Operations;

(c)

under the Fisheries Act (Canada); and

(d)

under the Navigation Protection Act (Canada).

4.4

No Municipal Building Permits

No municipal or local government building permits will be required with respect to any structures to be constructed on lands in which BC Hydro has a fee simple, leasehold or other interest. Any structure that is not on such lands constructed by the Contractor will be subject to local government regulation. 4.5

Leave to Commence – Water Act Requirements

The Contractor will, as part of the Work, cooperate with Hydro’s Representative and do all things reasonably necessary to assist BC Hydro to obtain the approvals required from a Governmental Authority under the Water Act (British Columbia), including without limitation complying with the requirements in Appendix 2-7 [Leave to Commence] so as to avoid any delays to the performance of the Work. The Contractor will work with Hydro’s Representative to develop a plan for obtaining such approvals in accordance with the Water Act (British Columbia) and Appendix 2-7 [Leave to Commence] and will include those details in the Permitting Plan submitted under Section 4.2 of this Schedule 2 [General Conditions]. 5

SITE ACCESS, CONDITIONS AND SERVICES

5.1

Site Conditions

The Contractor is deemed to have examined the Site and the local conditions related to the performance of the Work to be performed at the Site and to be knowledgeable of the Site, including the Work Site and the Contractor’s Work Area, and of all such conditions as would be apparent to a qualified and experienced contractor upon review of the Contract Documents and inspection of the Site, including, as applicable, geotechnical and subsurface conditions, utilities, drainage, access, local weather, availability of labour, equipment and materials and any other relevant matters. Except as provided by the following paragraph, the Contractor will not be entitled to, nor will the Contractor make any claim for, an adjustment to the Contract Price or the time for the performance of the Work on the basis that the actual Site or actual local conditions related to the performance of the Work are different than anticipated by the Contractor. Subject to the express provisions in the Contract Documents, including for illustration the express limitation to make claims for weather as described in Section 13 of this Schedule 2 [General Conditions], to the extent the actual Site or actual local conditions or both related to the performance of the Work would not be apparent to a qualified and experienced contractor upon review of the Contract Documents and inspection of the Site as of the date the Contractor submitted its “Financial Submission” under RFP #1824 to BC Hydro for performance of the Work, the Contractor will be entitled to claim a Change pursuant to the provisions of Section 4.1 of Schedule 12 [Changes], except that the Contractor’s notice obligation under Section 4.1(a)(i) of Schedule 12 [Changes] will be to give written notice of such claim to Hydro’s Representative promptly upon the Contractor becoming aware of any impact on the Contract Price or the time for the performance of the Work, or, in any event, promptly after the date when the Contractor should reasonably have become aware of the impact on the Contract Price or the time for the performance of the Work.

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

5.2

Site Access, Conditions and Services

The Contractor will perform the Work taking account of and complying with the requirements of Appendix 2-4 [Site Access, Conditions and Services]. BC Hydro anticipates that a condition of access to the Dam Site Area for any person will be the possession of a valid access card issued by an entity approved by BC Hydro. Applications for an access card will be in accordance with the process as established by BC Hydro, and BC Hydro will issue an access card within 72 hours of receipt of a complete application. The Contractor will require all workers to carry a valid access card in a visible location at all times while at the Dam Site Area. 5.3

Interface Management

The Contractor will manage external interfaces with Other Contractors, BC Hydro and other entities associated with the Work and accordingly the Contractor will: (a)

have primary responsibility for managing the interfaces and coordinating the Contractor’s performance of the Work with BC Hydro and third parties as required to effectively perform the Work;

(b)

identify interfaces early in the performance of the Work;

(c)

define the interface information needed for the Work, and cooperate with other interfacing entities (including originating and responding organizations) to identify and agree on roles, responsibilities and timing for providing agreed upon information or actions; and

(d)

with respect to interfaces, communicate in a clear, accurate, timely and consistent manner so that the Contractor and the other entities can complete the interface efficiently and without delay.

5.4

Interface Management Plan

The Contractor will: (a)

develop an interface management plan covering all interfaces related to the Work, including the key activities of all interfaces;

(b)

include the key activities of all interfaces in the Contractor's Work Program and Schedule;

(c)

schedule and participate in interface coordination meetings with Hydro’s Representative, Other Contractors, and Subcontractors as required to properly manage interfaces; and

(d)

include an update of the status of all interfaces in the Monthly Progress Report.

5.5

General Site Documents

The documents listed below in this Section 5.5 (collectively the “General Site Documents”) apply to the Site generally. The General Site Documents are included in the Contract Documents and for the purposes of the Work the Contractor will have notice of, and may rely on, each of the General Site Documents to the extent described in this Section 5.5: (a)

DR#1016.REF.00453 – Operation of Upstream Generating Stations During Construction: (i)

the Operation of Upstream Generating Stations During Construction will apply in its entirety; Main Civil Works – Schedule 2 [General Conditions]

BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

(b)

DR#1016.REF.00661-01.9 – Geotechnical Data Report: (i)

(ii)

(c)

the following information contained in the Geotechnical Data Report will apply: (A)

the location of the investigations (drill holes, test pits, seismic lines);

(B)

the depth of test pits and drill holes, including depth to rock where shown;

(C)

the locations and depths from which samples were taken for laboratory testing; and

(D)

data from laboratory and field tests, as being representative of the soil or rock at the location and depth from which the sample was taken;

the Contractor will not for any purpose rely on any information contained in any documents referenced in the Geotechnical Data Report, including documents listed in any tables or in Appendix A of the Geotechnical Data Report, except to the extent that the Contract Documents expressly require the Contractor to take account of any of such referenced information, except that in no event may the Contractor rely on the following information as may be included in such referenced information: (A)

descriptions of materials or horizons on drill hole and test pit logs; and

(B)

horizons (layers) and material types inferred from geophysical surveys (such as surface seismic refraction surveys and downhole geophysics);

(iii)

if the Geotechnical Data Report describes any limitations with respect to data or information contained in the Geotechnical Data Report, the Contractor will not for any purpose rely on such data or information beyond those limitations;

(iv)

the Contractor will not for any purpose rely on survey data for the drill holes and the test pits that BC Hydro has identified in Section 3.4 [Surveying of Investigations] of the Geotechnical Data Report as questionable; and

(v)

the Contractor will not for any purpose rely on the geological model described in the Geotechnical Data Report, except with respect to factual information regarding bedding plane locations, rock units and rock levels;

Acid Rock Drainage and Metal Leaching – the Contractor will take notice of and may rely on the following to the extent described in this Section 5.5(c): (i)

Section 5.5(c) of this Schedule 2 [General Conditions] applies to the following documents: (A)

DR#1016.REF.00548 – Dam Site Geochemical Characterization – Status at the End of 2013;

(B)

DR#1016.REF.00546 – Offsite Geochemical Characterization – Status at the End of 2013; and

(C)

DR#1016.REF.00679 – Geochemical Characterization – Status at the End of 2014; and

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

(ii)

the Contractor may rely only on the following information contained in the documents listed in Section 5.5(c)(i) of this Schedule 2 [General Conditions]: (A)

the locations and depths from which samples were taken for laboratory testing; and

(B)

data from laboratory and field tests, as being representative of the soil or rock at the location and depth from which the sample was taken.

The Contractor should take notice of and may rely on the information listed in Table 1 of the Acid Rock Drainage and Metal Leaching Management Plan attached to the CEMP; (d)

DR#1016.REF.00662 – Hydrotechnical Data Report: (i)

(e)

the Contractor may rely upon and take notice of the information in the Hydrotechnical Data Report to the same extent that a qualified and experienced hydrological engineer would rely for the performance of the Work except the Contractor may not rely on: (A)

the information contained in any of the technical memoranda and reports listed in Table 1 of the Hydrotechnical Data Report;

(B)

the information contained in any of the documents listed in Table 2 of the Hydrotechnical Data Report; and

(C)

the information contained in documents listed in Section 8 of the Hydrotechnical Data Report; and

DR#1016.REF.00427 – Reservoir Filling Plan: (i)

the Reservoir Filling Plan will apply in its entirety, except the Contractor will not for any purpose rely on any information contained in any documents referenced in the Reservoir Filling Plan.

LABOUR WORKFORCE

6.1

Inclusive Labour Approach

BC Hydro anticipates implementing an approach for the Project that allows for participation from all labour groups and contractors regardless of union affiliation or union status. 6.2

Skilled Workers

The Contractor will employ or engage, and cause all Subcontractors to employ or engage, a sufficient number of skilled and qualified workers to perform the Work in accordance with the Contract Documents, in accordance and compliance with all applicable Law. 6.3

Cost of Recruiting Labour

The Contractor and its Subcontractors will be responsible for all costs of recruiting and retaining skilled and qualified labour.

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

6.4

Appropriate Agreements and Waivers

If the Contractor is or becomes a party to a collective agreement with a union then the Contractor will have agreements with such union(s), and will provide BC Hydro with a copy of such agreement(s), with respect to the performance of the Work as required to give effect to the following terms: (a)

any collective agreement between the Contractor and a union representing workers performing any Work at the Site will be for a term that is equal to or longer than the currency of this Contract;

(b)

if strikes, lockouts, slowdowns or any other interference or interruption to the performance of labour productivity, including but not limited to work-to-rule action (each, a “Labour Disruption”) occurs in the construction sector in British Columbia during the currency of this Contract, and originates off-Site, any Work performed at the Site will not be affected by such Labour Disruption;

(c)

any non-affiliation clause in a collective agreement between the Contractor and a union is waived by that union, and accordingly union members will not be precluded from working at the Site, or in proximity to the Site, alongside non-union workers or workers of other unions and the union will not interfere in any way with non-union workers or workers of other unions, and no union or worker will refuse to handle or install any material, equipment or components or to honour hot cargo edicts, or otherwise during the currency of this Contract;

(d)

the union, and any person acting on behalf of the union, will not initiate, pursue or endorse any activity for the purpose of recruitment or representation of employees, contractors or consultants represented by other trade unions, including changes in representation or raids, with respect to any employee, contractor or consultant working on the Project;

(e)

a representative of a union with whom the Contractor has a collective agreement will be able to attend at the Site as reasonably required for union business without interfering with the progress of the Work; and

(f)

if and to the extent the Contractor has commitments to engage Aboriginal persons there will be no objection to preferential hiring of such Aboriginal persons.

6.5

Change in Status

If the Contractor becomes a signatory to a collective agreement, or ceases to be a signatory to a collective agreement, it will notify BC Hydro in writing. 6.6

Notification of Labour Events

In the event of any labour dispute involving employees of the Contractor or a Subcontractor, whether at the Site or elsewhere, that will or may delay performance of the Work, the Contractor will provide Hydro’s Representative within eight hours after the commencement of such labour dispute a full report on such dispute including, to the extent known to the Contractor, the cause of the dispute, the employer and employees affected or involved, the actions being taken to end the dispute and the known or probable effect on the Work Program and Schedule. The Contractor will provide further reports at the request of Hydro’s Representative. The Contractor will, upon being aware, immediately advise Hydro’s Representative of any current or pending labour negotiations or actual, pending or threatened labour disputes that could interfere with the progress of the Project. The Contractor will take all necessary steps and develop a course of action with Hydro’s Representative to ensure that the continuity and timeliness of the Work will not be jeopardized, and advise and update Hydro’s Representative on all developments in the negotiations or dispute.

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

6.7

Enjoining Labour Disruption

Without prejudice to the Contractor’s rights under this Contract, the Contractor will at its cost take such steps before an authority with jurisdiction so as to seek to prevent or terminate any Labour Disruption at the Work Site, and the Contractor will not be entitled to any payment or time extension on account of a Labour Disruption caused or contributed to by the Contractor, any of its directors, officers, employees or agents, a Subcontractor, or those for whom such Persons may in law be responsible. Failure to use reasonable commercial efforts to prevent any delay or terminate any Labour Disruption at the Work Site will be deemed to be default under Section 15.1 of this Schedule 2 [General Conditions]. 6.8

General Worker Conduct

The Contractor will be responsible for its workers’ behaviour generally on the Work Site, and with respect to the Work Site, and the Contractor will require its workers to comply with the then current: (a)

Fort St. John Shuttle Code of Conduct, as provided by the operator of the shuttle bus from the Fort St. John airport to the Site; and

(b)

Worker Accommodation Facility Code of Conduct, as provided by the Worker Accommodation Operator.

6.9

Respectful Behaviour

The Contractor will not permit its workers at the Work Site to engage in any form of violence, harassment, intimidation, bullying, or any other disparaging or demeaning conduct directed by a worker to another worker for any reason including based on any union affiliation or lack of union affiliation, including any verbal communications, written materials, or gestures. The Contractor will have a policy that prevents discrimination on the basis of prohibited grounds as outlined in applicable human rights legislation and the Workers Compensation Act (British Columbia). 6.10

Removal of Persons

Hydro’s Representative may, by written notice to the Contractor’s Representative, object to any person engaged by the Contractor or any Subcontractor for the performance of the Work who, as determined by Hydro’s Representative in its sole discretion, has engaged in misconduct, is incompetent, does not have adequate working knowledge of the safety rules and procedures applicable to the Work Site or otherwise fails to satisfy the applicable access requirements for the Site. Upon receipt of any such notice, the Contractor will, subject to Laws, immediately cause such person to be removed from the Work Site and the Project and promptly replaced by a person(s) with suitable qualifications and experience, at no cost or expense to BC Hydro. Notwithstanding any other provision in this Section 6.10, the Contractor and the Subcontractors will retain all authority and control over their respective employees, agents and Subcontractors. 6.11

No Poaching

Unless the Contractor has the prior written agreement of the applicable contractor, the Contractor will not invite, hire or attempt in any way to hire workers who are working at the Site for another contractor, and the following will apply with respect to workers who cease working for another contractor: (a)

if a worker voluntarily ceases employment with a contractor at the Site, then the Contractor will not employ that worker for a minimum of 30 calendar days beginning from the time the worker ceases the previous employment; and

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

(b)

if a worker is terminated for cause, then the Contractor will not employ that worker for a minimum of 60 calendar days beginning from the time the worker ceases the previous employment.

BC Hydro will include in any major contract in respect of the construction of the Project, a provision on substantially the same terms and conditions as the foregoing paragraph in this Section 6.11. Unless BC Hydro has the prior written agreement of the Contractor or the applicable Subcontractor, as the case may be, BC Hydro will not invite, hire or attempt in any way to hire workers who are working at the Site for the Contractor or a Subcontractor, and the following will apply with respect to workers who cease working for the Contractor or a Subcontractor: (c)

if a worker voluntarily ceases employment with the Contractor or a Subcontractor at the Site, then BC Hydro will not employ that worker for a minimum of 30 calendar days beginning from the time the worker ceases the previous employment; and

(d)

if a worker is terminated for cause, then BC Hydro will not employ that worker for a minimum of 60 calendar days beginning from the time the worker ceases the previous employment.

For certainty, the provisions of this Section 6.11 do not apply to workers who have been laid off. 6.12

No Gate Hires

The Contractor will not hire workers directly at the Work Site who have not applied for employment through the Contractorâ&#x20AC;&#x2122;s established usual employment application procedures. 6.13

Employment Information and Job Fairs

The Contractor will post Project employment opportunities for Work at Site as may be directed by BC Hydro, acting reasonably, on: (a)

the BC Hydro Site C website;

(b)

other websites of local employment agencies in the Peace River Region; and

(c)

other publications or websites.

The Contractor will, as requested by BC Hydro acting reasonably, participate in job fairs as may be requested by BC Hydro from time to time. 6.14

Diversity

BC Hydro is committed to developing an inclusive workplace and a diverse workforce that represents the communities BC Hydro serves within British Columbia. The Contractor will take into account this commitment in attracting and employing workers for the performance of the Work at the Work Site. 6.15

Site Training and Cultural Awareness

The Contractor will, as part of the Work, require all workers performing any of the Work, except for workers that require escorted access and are escorted while at the Site, to participate once in: (a)

up to 60 minutes of Site training programs prior to commencing any Work at the Site; and

(b)

up to 30 minutes of a cultural awareness training program either prior to completing their Work at the Site or within 45 days of beginning their Work at the Site, whichever occurs first. Main Civil Works â&#x20AC;&#x201C; Schedule 2 [General Conditions]

BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

BC Hydro will provide each of the above programs, and may update the programs from time to time, in which case the Contractor will, as part of the Work, require all workers described above to participate in such updated training programs. 6.16

Emergency Medical Coverage

The following minimum emergency medical coverage will be provided to all workers while present in British Columbia in order to work on the Project, and when travelling to and from the Site from outside British Columbia. The Contractor will, within 120 days of the Effective Date, submit to Hydro’s Representative for Review an “Emergency Medical Services” manual describing how the Contractor will provide the following minimum emergency medical coverage: (a)

emergency medical treatment for accidental injuries or illness requiring immediate medical care; and

(b)

emergency medical transportation and convalescence, including: (i)

medical transportation arrangements to transfer the worker to and from the nearest appropriate medical facility in the worker’s home province or country of residence;

(ii)

if medically necessary, round trip transportation for an attendant to accompany and care for the worker;

(iii)

if the worker is unable to travel due to medical reasons after being discharged from a medical facility, expenses incurred for meals and accommodations until medical transport to the worker’s place of permanent residence can take place up to a maximum of $2,000; and

(iv)

if a worker dies while travelling to or from the Site for work purposes from outside British Columbia or while living at or near the Site for work purposes, then: (A)

provide transportation for one family member of the employee’s immediate family to identify the body prior to its release if necessary, including reasonable reimbursement for the cost of accommodation and meals for the family member; and

(B)

obtain all necessary authorizations and make all necessary arrangements to transport the body to the employee’s place of permanent residence, up to a maximum of $7,000.

This coverage is in addition to WorkSafeBC regulations from employers regarding injuries or deaths in the workplace. 6.17

Employee Family Assistance Program

The Contractor will provide the following minimum level of services to its workers: (a)

if the Contractor is the Prime Contractor, on-Site trauma counselling in response to accidents or incidents on the Site, including suicide, death of a fellow worker, serious injury to a worker, mass casualty incidents, threats to safety and natural disasters; and

(b)

phone access to counselling for the following: (i)

trauma, including suicide, death of a fellow worker or family member, serious injury to a worker, mass casualty incidents, threats to safety and natural disasters; Main Civil Works – Schedule 2 [General Conditions]

BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

6.18

(ii)

substance abuse, including alcohol, drugs and smoking;

(iii)

family problems, including parenting, child and adolescent;

(iv)

marital and relationship problems, including separation and divorce; and

(v)

emotional, physical and psychological problems, including anxiety, anger and depression.

Information for Workers

The Contractor will make reasonable efforts to assist BC Hydro in providing the Contractor’s workers with information about Project related notices and programs. 6.19

Work Force Reports

The Contractor will provide weekly and calendar monthly reports, in a form satisfactory to Hydro’s Representative, acting reasonably, setting out the following information with respect to the preceding week or month, as applicable, in respect of the Contractor performing its obligations under this Contract: (a)

(b)

the total number of workers in the Contractor’s work force, broken down by the number of workers working: (i)

at the Site;

(ii)

in British Columbia;

(iii)

in Canada; and

(iv)

outside Canada;

with respect to the Contractor’s work force working in Canada, including a breakdown between those working at the Site and those working away from the Site but still in Canada: (i)

the median number of daily workers;

(ii)

the mean number of daily workers;

(iii)

the total number of workers who have a primary residence: (A)

in the Peace River Regional District;

(B)

in British Columbia;

(C)

in Canada; and

(D)

outside Canada;

(iv)

the total number of workers by job categories reported according to the National Occupation Code (NOC) 2011;

(v)

the total number of temporary workers hired by the Contractor who are not citizens or permanent residents of Canada (“Temporary Foreign Workers”) by job categories reported according to the National Occupation Code (NOC) 2011;

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

(vi)

the total number of ‘Red Seal’ trades apprentices by job categories reported according to the National Occupation Code (NOC) 2011;

(vii)

the total number of ‘Red Seal’ trades apprentices by job categories expected to be employed in the next six months reported according to the National Occupation Code (NOC) 2011;

(viii)

the highest number of workers in a single 24-hour period;

(ix)

the lowest number of workers in a single 24-hour period; and

(x)

the number of workers per shift (daily hours of work) and the workers’ rotations (days of work and days off) as of the last Thursday of each month;

(c)

the names and office addresses of local businesses that the Contractor has, directly or indirectly, engaged to perform any of the Work. For the purposes of this Section 6.19(c), a ‘local business’ is an entity which resources its work with workers whose normal base of operations is in the Peace River Regional District or the Northern Rockies Regional Municipality;

(d)

the number of charter flights used for workforce travel, and the total number of worker trips on charter flights, landing or taking off from the North Peace Regional Airport;

(e)

the job categories reported according to the National Occupation Code (NOC) 2011 and the estimated number of positions that the Contractor was unable to fill by hiring from the local community, in sufficient detail to assist planning for training programs; and

(f)

to assist in achieving BC Hydro’s Project diversity objective, including ameliorating the conditions of disadvantaged individuals or groups who are disadvantaged because of race, colour, ancestry, place of origin, physical or mental disability, or sex, the total number of workers broken down by: (i)

gender;

(ii)

number of Aboriginals;

(iii)

visible minorities; and

(iv)

persons with disabilities.

The Contractor will include in its weekly and monthly reports the information as required under this Section 6.19 with respect to first tier Subcontractors. With respect to Subcontractors below the first tier, the Contractor will make commercially reasonable efforts to obtain from such Subcontractors the information as required under this Section 6.19, and include such received information in its weekly and monthly reports. All information provided with respect to Subcontractors will be broken down by Subcontractor. 6.20

Temporary Foreign Worker Notification

The Contractor will provide a minimum of three month’s prior written notice to Hydro’s Representative of the Contractor’s intended use of any Temporary Foreign Workers, including the numbers of and anticipated job categories reported according to the National Occupation Code (NOC) 2011 for such Temporary Foreign Workers. The notification period may be shortened due to extenuating circumstances with the agreement of Hydro’s Representative.

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

6.21

Other Contractor Obligations

The Contractor: (a)

will, prior to starting any Work, provide BC Hydro with the Contractor’s anticipated housing strategy for housing accommodation prior to the Worker Accommodation Facility being capable of housing the Contractor’s workers;

(b)

will, once every six months, provide support to BC Hydro in administering a short housing survey of the Contractor’s workers, who are living outside the Worker Accommodation Facility;

(c)

may be required, on one year’s prior written notice from BC Hydro, to cease renting private apartments, if any, for the Contractor’s workers located in the City of Fort St. John and relocate, at BC Hydro’s cost, to substitute temporary housing;

(d)

will pre-book hotel and motel space if the Contractor requires more than 30 rooms for temporary accommodation to house the Contractor’s workers; and

(e)

if the Contractor provides housing for its workers outside of the Worker Accommodation Facility, will ensure that such housing does not breach any applicable Laws.

6.22

Disclosure of Reports

Notwithstanding anything to the contrary contained in this Contract, the Contractor acknowledges and agrees that BC Hydro may disclose the reports or the information contained in the reports delivered to BC Hydro pursuant to the Contract Documents to any provincial ministry, other Governmental Authority and educational institutions which requires or requests the information in relation to the Project or to permit BC Hydro to comply with any Permit or applicable Law. If the Contractor includes Personal Information in the reports delivered to BC Hydro pursuant to the Contract Documents, then by submitting the report the Contractor will be deemed to represent to BC Hydro that the Contractor has obtained written consent from the applicable individual(s), including the consent to the indirect collection of Personal Information by BC Hydro, and that the Personal Information may be forwarded to BC Hydro, any provincial ministry or other Governmental Authority for the purposes of complying with the Contractor’s obligations under this Contract and may be used by BC Hydro for the purposes set out in this Contract or any Permit. BC Hydro reserves the right to require proof of such consent. 6.23

Additional Provisions Relating to Workers

The Contractor will: (a)

implement a drug and alcohol policy which, at a minimum, meets the ‘Site C Contractor Drug and Alcohol Policy Requirements’ as established by BC Hydro;

(b)

implement a criminal records check in the employment of workers where relevant to the responsibilities of a worker; and

(c)

be a member of and participate on a committee that includes representatives of other contractors who are working on the Project at the Site for the purpose of consulting, and, as appropriate, reaching agreements, on labour matters that may arise at the Site of interest to the Contractor and other contractors. The Contractor will adhere to the ‘Terms of Reference’ for the committee as established by BC Hydro and which may be amended, supplemented or restated from time to time in BC Hydro’s sole discretion. Main Civil Works – Schedule 2 [General Conditions]

BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

6.24

Training and Skills Development

The Contractor acknowledges that the Government of British Columbia has introduced a policy with respect to apprentice engagement and reporting on certain large construction infrastructure projects, namely the “Apprentices on Public Projects in British Columbia, Policy & Procedure Guidelines” dated for reference July 2015 (the “Apprentices Policy”). A copy of the current Apprentices Policy can be found at http://www2.gov.bc.ca/gov/content/industry/construction-industry/apprentices. The Contractor further acknowledges that this Contract falls within the scope of the Apprentices Policy. Notwithstanding the date the Contract was procured, the Contractor will comply with the Apprentices Policy, as amended from time to time, as if the Contract was procured after the effective date of the Apprentices Policy, including without limitation the following requirements: (a)

Capitalized Terms: For the purposes of Section 6.24 of this Schedule 2 [General Conditions], the following capitalized terms will have the meanings attributed to them in the Apprentices Policy: (i)

“Form A”;

(ii)

“Form B”;

(iii)

“JTST”;

(iv)

“Registered Apprentice”; and

(v)

“Specified Trades”.

(b)

Apprenticeship Engagement: The Contractor will use, or will ensure that its applicable Subcontractors use, Registered Apprentice(s) in respect of all contracts for Specified Trades valued at $500,000 or more. The Contractor will ensure that Registered Apprentices are used directly in the performance of the Work and over the course of any applicable contracts for Specified Trades.

(c)

Initial Form A Submission: The Contractor will submit a completed Form A to JTST, with a copy to Hydro’s Representative, as soon as practicable after the Effective Date and no later than five days before the Work is scheduled to commence. The Contractor will not commence the Work (including any subcontracted Work) until JTST has confirmed to BC Hydro that JTST has received the Contractor’s initial Form A. BC Hydro will not be liable for any delay-related or other costs that may result from delay in receipt of such confirmation from JTST.

(d)

Supplementary Form A Submissions: The Contractor will submit a completed supplementary Form A to JTST, with a copy to Hydro’s Representative, before any additional applicable Subcontractors not referenced in the initial Form A perform any Work.

(e)

Form B Submissions: The Contractor will submit a completed Form B to JTST to report on the utilization of Registered Apprentices by the Contractor and its applicable Subcontractors under all contracts for Specified Trades (regardless of their value) as follows: (i)

within five Business Days after the end of each quarter (March 31, June 30, September 30, December 31), with a copy to Hydro’s Representative as supporting documentation for the Contractor’s next Progress Payment Estimate following that quarter; and

(ii)

within 30 days of the completion of the Work, with a copy to Hydro’s Representative as supporting documentation for the Contractor’s final Progress Payment Estimate under the Contract. Main Civil Works – Schedule 2 [General Conditions]

BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

BC Hydro will not issue final payment under the Contract until JTST has confirmed to BC Hydro that it has received the Contractor’s final Form B as described in Section 6.24(e)(ii) of this Schedule 2 [General Conditions]. BC Hydro will not be liable for any delay in payment that may result from delay in receipt of such confirmation from JTST. (f)

Requests for Information: The Contractor will comply, and will cause its Subcontractors to comply, with any request by JTST or BC Hydro for further information with respect to the Contractor’s Form A and Form B submission(s) and the contents thereof, to verify the validity of the information provided and to demonstrate compliance with the Apprentices Policy.

(g)

Personal Information: The Contractor acknowledges that its completed Form A and Form B submissions, and any further information requested under Section 6.24(f) of this Schedule 2 [General Conditions], may contain Personal Information of Registered Apprentices. Without limiting the Contractor’s obligations under Section 27.1 of this Schedule 2 [General Conditions], prior to the submission of any such information to JTST the Contractor will obtain, and will cause its Subcontractors to obtain, written authorization for the collection of such information by JTST from any affected individual. A template for this purpose will be provided by Hydro’s Representative, on request.

(h)

Use of Information: The Contractor acknowledges that the information collected by JTST under the Apprentices Policy will be held by JTST and will be subject to FOIPPA. The Contractor agrees that JTST may use any aggregate data collected from Form A and Form B for the purposes of evaluating the Apprentices Policy and for public communications regarding apprenticeship training in British Columbia.

(i)

Direction to Delay Start of Work and Final Payment: Without limiting the other provisions of Section 6.24 of this Schedule 2 [General Conditions] or any other rights BC Hydro has under the Contract, BC Hydro may, at its discretion, direct that the commencement of the Work be delayed until BC Hydro has received confirmation that Registered Apprentices will be used in the performance of the Work as required under Section 6.24(a) of this Schedule 2 [General Conditions], and any such delay will be deemed to be a Contractor Delay. BC Hydro may also, at its discretion and without obligation to the Contractor, delay the issuance of final payment under the Contract to the Contractor until BC Hydro has verified that Registered Apprentices were used in the performance of the Work as required under Section 6.24(a) of this Schedule 2 [General Conditions].

In addition to complying with the requirements of the Apprentices Policy and the other requirements of this Section 6.24, the Contractor will use reasonable commercial efforts to achieve the following apprenticeship targets for the Contractor’s work force performing Work at the Site:

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

6.25

Training Required

Except as may be expressly provided otherwise in the Contract Documents, the Contractor will not permit any workers to perform Work at the Site who have not completed the training required under the Contract Documents, including such training as the Contractor may be required to implement under the Contract Documents. 6.26

Application to First Tier Subcontractors

Whenever in Section 6 of this Schedule 2 [General Conditions] there is an obligation on the Contractor such obligation will be read to include the obligation on the Contractor to cause first tier Subcontractors to undertake the same obligation so as to permit the Contractor to comply with its obligations under Section 6 of this Schedule 2 [General Conditions]. 7

WORKER ACCOMMODATION

7.1

Worker Accommodation Facility

BC Hydro has entered into an agreement with a third party (the “Worker Accommodation Operator”) for the design, construction and operation of a worker accommodation facility (the “Worker Accommodation Facility”) located in the area labelled “Worker Accommodations” on Drawing 1016-C01-00173 (the “Worker Accommodation Area”). The Worker Accommodation Facility will be constructed to the standard as described in Appendix 2-4 [Site Access, Conditions and Services]. 7.2

Temporary Worker Accommodations

Notwithstanding Section 7.3(b) of this Schedule 2 [General Conditions], the Contractor may provide its workers and staff performing Work on the South Bank with temporary worker accommodation up until a target date of April 1, 2016 when it is anticipated that each of the following will be ready for use by the Contractor: (a)

the Worker Accommodation Facility; and

(b)

the Peace River Construction Bridge.

If as permitted by the Contract Documents, the Contractor provides accommodation to house workers at the Site outside of the Worker Accommodation Facility then the Contractor will use commercially reasonable efforts to give BC Hydro the same rights of inspection as it has at the Worker Accommodation Facility. 7.3

No Living-Out Allowance

BC Hydro intends that the Worker Accommodation Facility will provide the accommodation for the Contractor’s employees, Subcontractors’ employees or other representatives performing on-Site Work on the Project. The Contractor: (a)

will not pay any compensation (such as a “living-out allowance”, “housing allowance” or “per diem”) to any worker if that worker elects not to live at the Worker Accommodation Facility; and

(b)

will not employ any worker that lives in temporary accommodation that is in competition with the Worker Accommodation Facility without the prior written approval of BC Hydro.

Notwithstanding the foregoing, the Contractor may pay a “living-out allowance”, “housing allowance” or “per diem” to supervisors or management staff whether or not such staff are living at the Worker Accommodation Facility. Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

Notwithstanding anything to the contrary contained in the Contract Documents, the Contractor will not pay housing compensation (such as a “living-out allowance”, “housing allowance” or “per diem”) to any worker if such worker has been evicted from the Worker Accommodation Facility for failing to comply with the Worker Accommodation Code of Conduct.

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

7.5

BC Hydro’s Agreement with the Worker Accommodation Operator

Under the agreement between BC Hydro and the Worker Accommodation Operator, BC Hydro may make arrangements for the Contractor’s employees, Subcontractors’ employees or other representatives performing on-Site Work on the Project and others (each a “Guest”) to have a room and stay overnight at the Worker Accommodation Facility as follows: (a)

30 days prior to the commencement of each calendar month BC Hydro will provide the Worker Accommodation Operator a forecast of the number of Guests to be accommodated at the Worker Accommodation Facility on each calendar day in the month;

(b)

no later than 10 calendar days prior to the commencement of each calendar day, BC Hydro will provide the Worker Accommodation Operator an update of the forecast for that calendar day as described in Section 7.5(a) of this Schedule 2 [General Conditions] of the number of Guests to be accommodated at the Worker Accommodation Facility, provided that any increase in Guests over the forecast as described in Section 7.5(a) of this Schedule 2 [General Conditions] may not exceed 50; and

(c)

no later than 72 hours prior to the commencement of each calendar day, BC Hydro will confirm with the Worker Accommodation Operator the number of Guests to be accommodated at the Worker Accommodation Facility on that calendar day, provided that any increase in Guests over the updated forecast as described Section 7.5(b) of this Schedule 2 [General Conditions] may not exceed 10.

BC Hydro will be obligated to pay for the number of Guests confirmed in the 72 hour notice as described in Section 7.5(c) of this Schedule 2 [General Conditions] regardless of whether that number of Guests actually stays at the Worker Accommodation Facility on that day. 7.6

Reservations for Guests at the Worker Accommodation Facility

BC Hydro will aggregate demands for reservations for Guests to stay at the Worker Accommodation Facility from contractors at the Site on the same basis as described in Section 7.5 of this Schedule 2 [General Conditions], including the Contractor, and accordingly: (a)

the Contractor will provide forecasts of its requirements for Guest accommodation at the Worker Accommodation Facility at least seven days in advance of the days described in Section 7.5 of this Schedule 2 [General Conditions]; and

(b)

BC Hydro will provide the Contractor with confirmation of the number of Guest reservations that the Worker Accommodation Operator has accepted with respect to each calendar day for each of the 30 day forecast, the 10 day forecast and 72 hour confirmation (the “Contractor’s Daily 72 Hour Confirmation”).

7.7

Contractor Responsibility For Employee/Agent Conduct at Worker Accommodation Area

The Contractor is responsible for the conduct of its employees, Subcontractors, and other agents (and their employees and agents) at the Worker Accommodation Area and will be liable for any damage Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

caused by such persons to the Worker Accommodation Area, including the Worker Accommodation Facility. The Contractor will reimburse BC Hydro the cost of repair of any such damage upon receipt of an invoice from BC Hydro. 7.8

Accommodation for Distant Workers

Between April 1st and October 31st (summer), if a worker whose permanent residence is located more than 80 km from the Dam Site Area, and if at that time the Contractor has not exceeded its Guest housing entitlement as described under Section 7.4 of this Schedule 2 [General Conditions] and the Worker Accommodation Facility has Guest rooms available, then the Contractor will not refuse to permit that worker to stay in the Worker Accommodation Facility. Between October 31st and April 1st (winter), if a worker whose permanent residence is located more than 60 km from the Dam Site Area, and if at that time the Contractor has not exceeded its Guest housing entitlement as described under Section 7.4 of this Schedule 2 [General Conditions] and the Worker Accommodation Facility has Guest rooms available, then the Contractor will not refuse to permit that worker to stay in the Worker Accommodation Facility. For the purpose of this Section, on the basis of different road and travel conditions, City of Dawson Creek residents are considered to be less than 80km, and District of Hudson’s Hope residents are considered to be more than 80km. 7.9

No Long-Term Residency

With respect to housing Guests in the Worker Accommodation Facility: (a)

the Contractor will only direct or permit a worker to be housed as a Guest at the Worker Accommodation Facility if such worker is engaged in the performance of the Work at the time of the overnight stay, and for certainty a worker may not remain at the Worker Accommodation Facility on a “turn around” or other shift change, except as otherwise approved by Hydro’s Representative, acting reasonably, and for certainty Hydro’s Representative may consider the tax consequences of such decision in the reasonable exercise of this discretion;

(b)

during the first year of the Contract less than 10% of the Guests the Contractor houses in the Worker Accommodation will be permitted to stay in the Worker Accommodation Facility continuously for an uninterrupted period exceeding 28 days; and

(c)

for every year of the Contract following the first year, no more than 5% of the Guests the Contractor houses in the Worker Accommodation will be permitted to stay in the Worker Accommodation Facility continuously for an uninterrupted period exceeding 28 days.

DESIGN-BUILD WORK

8.1

Scope of Design Build Work

Where, under the Contract Documents, the Contractor is to assume responsibility for the design of a specified portion of the Work (collectively, the “Design-Build Work”), the Contractor will undertake and have complete responsibility for such design, including the preparation and issuance of the Issued for Construction Drawings in accordance with Schedule 6 [Specifications and Drawings]. The Design-Build Work will be deemed to include all labour, equipment and materials that in accordance with Good Industry Practice or by necessary inference would be included in the Design-Build Work.

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

8.2

Standard of Performance for Design and Construction

Without limiting the other requirements of the Contract Documents, the Contractor will perform all design for the Design-Build Work: (a)

in accordance with the standards set out in this Contract, including in Schedule 6 [Specifications and Drawings];

(b)

in compliance with all applicable Laws and Permits; and

(c)

in accordance with Good Industry Practice.

If one or more of the above standards is applicable then the highest of such will apply. 8.3

Additional Design Consideration

In addition to the other requirements of the Contract Documents, the Contractor will undertake and perform the design of the Design-Build Work so that such design is undertaken by a design team exercising such degree of care, skill and diligence as would reasonably be expected from consultants qualified to perform services similar in scope, nature and complexity to such design, as of the date of this Contract, and the Contractor will appoint a design team that: (a)

is so qualified;

(b)

includes (as required by applicable Law or Good Industry Practice) Professional Engineers; and

(c)

has sufficient expertise and experience to expeditiously and efficiently perform all of such design in a proper and professional manner to the standard set out in this Contract.

8.4

Design-Build Review Process

The Contractor will undertake the design of the Design-Build Work: (a)

in accordance with the applicable review process set out in Appendix 6-2 [Technical Specifications]; or

(b)

for Design-Build Work where no review process is specified in the Contract Documents, in accordance with the review process set out in Appendix 2-1 [Design-Build Review Process], unless otherwise agreed in writing between Hydro’s Representative and the Contractor’s Representative.

8.5

Cofferdam Overtopping

Pursuant to Section 13 30 00 of Appendix 6-2 [Technical Specifications], BC Hydro has specified the design criteria for the design of the Stage 1 Cofferdams, Stage 2 Cofferdams and Diversion Closure Cofferdams. If, for any reason, a flood occurs which overtops the Cofferdams, then notwithstanding any other provision of the Contract Documents, such flooding will be a Change under Schedule 12 [Changes] and BC Hydro will be responsible for the costs of any required repair to Work resulting from the flood, provided that the Contractor: (a)

has constructed the applicable Cofferdam(s) in accordance with the requirements of the Contract Documents, including the requirements under Appendix 4-1 [BC Hydro Project Schedule]; Main Civil Works – Schedule 2 [General Conditions]

BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

(b)

has not caused or contributed, directly or indirectly, to the event that caused the overtopping; and

(c)

has complied with its obligations under Section 30.2 of this Schedule 2 [General Conditions].

For certainty, a “flood” under this Section 8.5 of Schedule 2 [General Conditions] is not limited to natural occurrences and may be the result of actions taken by BC Hydro for the purpose of operating its upstream generating facilities. 8.6

Independent Cofferdam Design Review

The Contractor will engage an independent Professional Engineer who is not involved in the day-to-day performance of the Cofferdam design or in making design decisions related to the Cofferdam design, satisfactory to BC Hydro acting reasonably, with senior expertise and experience in the design of cofferdams similar to the scale and conditions of the Cofferdams. The independent Professional Engineer will have responsibility to prepare a written review of each of the Contractor’s proposed Cofferdam designs for submission to BC Hydro as part of the Contractor’s detailed design packages as described in Section 13 30 00 of Appendix 6-2 [Technical Specifications], including review of the overall design intent, suitability for the conditions, constructability aspects and requirements, and the appropriateness of the design calculations completed by the Contractor’s design team. 9

PROCUREMENT AND THE SUPPLY OF EQUIPMENT AND MATERIALS

9.1

General

The Contractor will maintain supply and procurement records of all materials that are required in significant volumes in the performance of the Work, and all mechanical equipment that will be incorporated into the permanent Work. 9.2

Inspection

Without limiting Section 3.16 of this Schedule 2 [General Conditions], Hydro’s Representative will have the right to carry out periodic inspections of: (a)

all of the Contractor's storage and inventory control records of materials and equipment required for the Work; and

(b)

all materials and equipment held in storage for the Work.

The Contractor will deliver to Hydro’s Representative all inspection reports of materials or equipment, prepared by the Contractor or third party inspectors, accompanied by all relevant inspection documents. 9.3

Shipping

The Contractor will: (a)

be responsible for shipment of all materials and equipment to the Site;

(b)

establish and issue to all Subcontractors proper packaging, shipping and marking instructions including necessary addresses, pro-forma invoices, bills of lading and customs releases applicable to different methods of transport, border crossings and receiving location(s); and

(c)

provide seven days written notice prior to arrival on site of any significant deliveries that may require coordination with Other Contractors or BC Hydro. Required Submittals should be submitted no later than 28 days prior to delivery of materials and equipment; Main Civil Works – Schedule 2 [General Conditions]

BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

9.4

Tracing and Expediting

The Contractor will: (a)

be responsible for tracing and expediting all shipments and for obtaining all clearances;

(b)

establish and maintain an inventory management system for on-Site work;

(c)

notify itself of all delivery of equipment, materials and parts to Site; and

(d)

copy all shipping notices and slips to BC Hydro.

PRICES AND PAYMENT

10.1

Payments

Each of the Contractor and BC Hydro will comply with the requirements of Schedule 11 [Prices and Payment]. 11

CHANGES

11.1

Changes

BC Hydro may, without invalidating the Contract, make changes to the Work in accordance with Schedule 12 [Changes]. 12

DELAYS AND ACCELERATION

12.1

BC Hydro Delay

If the Contractor is delayed in the performance of the Work by an act or omission of Hydro’s Representative, BC Hydro, or a Person for whom BC Hydro is in law responsible (other than the Contractor and those engaged by or through the Contractor), contrary to the provisions of the Contract Documents (“BC Hydro Delay”), then, on written notice as required by Section 12.8 of this Schedule 2 [General Conditions] and subject to the Contractor’s duties to mitigate under Section 30.2 of this Schedule 2 [General Conditions], the Contractor will be entitled to: (a)

an extension of the time for the performance of the Work equal to the impact of such delay; and

(b)

reimbursement from BC Hydro for the Direct Costs reasonably and necessarily incurred by the Contractor as a direct result of such delay, without mark-up for head office overhead or profit. For certainty no payment will be owed by BC Hydro to the Contractor on account of such delay for Consequential Damages.

12.2

Contractor Delay

If the Contractor is delayed in the performance of the Work by its own acts or omissions, or by the acts or omissions of a Person for whom the Contractor is in law responsible (“Contractor Delay”), then the Contractor will not be entitled to, nor will the Contractor make any claim for reimbursement or payment from BC Hydro for any costs incurred by the Contractor or an extension of the time for the performance of the Work, in either case, as a result of such delay.

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

12.3

Labour Disputes

Any work stoppage, strike, lock-out, picket or other labour dispute by any personnel engaged by BC Hydro or any Other Contractor will be deemed to be a BC Hydro Delay under Section 12.1 of this Schedule 2 [General Conditions]. Any work stoppage, strike, lock-out, picket or other labour dispute by any personnel engaged by the Contractor or any Subcontractor, including any financial and jurisdictional disputes involving unionized and non-unionized workers, will be deemed to be a Contractor Delay under Section 12.2 of this Schedule 2 [General Conditions]. 12.4

Project Delay

If the Contractor is delayed in the performance of the Work as a result of a direction from a Governmental Authority given for the purpose of suspending the Project as a whole (“Project Delay”), including an order from a court pursuant to an application from: (a)

any person to suspend the Project as a whole; or

(b)

any person asserting infringement of treaty and Aboriginal rights, including Aboriginal title,

such delay will be deemed to be a suspension by BC Hydro under Section 17.1 of this Schedule 2 [General Conditions]. 12.5

Force Majeure

If either the Contractor or BC Hydro is delayed in the performance of any of their obligations under the Contract as a result of an event of Force Majeure, then the party claiming the delay will be excused from performance of such obligations, provided that party gives written notice in accordance with Section 12.8 of this Schedule 2 [General Conditions], and mitigates the effect of the delay in accordance with Section 30.2 or 30.3 of this Schedule 2 [General Conditions], as applicable. The party delayed by an event of Force Majeure will be entitled to an extension of the time for the performance of the Work equal to the impact of the delay caused by the event of Force Majeure, but will not be entitled to, nor will such party make any claim for, reimbursement or payment for any costs incurred by that party as a result of the event of Force Majeure. If an event of Force Majeure causes delay for a period greater than 365 days then, for the period of delay commencing on day 366, the delay will be deemed to be a suspension by BC Hydro under Section 17.1 of this Schedule 2 [General Conditions]. 12.6

Public Protest at Site

Notwithstanding Section 12.5 of this Schedule 2 [General Conditions], a public protest, including a protest by a special interest group, occurring at the Site targeted at the Project that causes delay to the performance of the Work is not an event of Force Majeure and will be considered a suspension by BC Hydro under Section 17.1 of this Schedule 2 [General Conditions].

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

12.7

Concurrent Delay

With respect to concurrent delays, if two or more delay events occur concurrently then for the period of any concurrency: (a)

(b)

the following order of priority will apply, such that Contractor Delay has the highest priority and Project Delay has the lowest priority: (i)

Contractor Delay pursuant to Section 12.2 of Schedule 2 [General Conditions];

(ii)

Force Majeure pursuant to Section 12.5 of Schedule 2 [General Conditions];

(iii)

BC Hydro Delay pursuant to Section 12.1 of Schedule 2 [General Conditions]; and

(iv)

Project Delay pursuant to Section 12.4 of Schedule 2 [General Conditions]; and

the Contractor will only be entitled to claim: (i)

an extension of the time for the performance of the Work; or

(ii)

reimbursement for additional costs incurred by the Contractor; or

(iii)

both,

in accordance with and to the extent permitted by the corresponding Section for the delay event given the highest priority in Section 12.7(a) of this Schedule 2 [General Conditions]. 12.8

Notice of Delay

With respect to any event of delay: (a)

regardless of the cause of a delay, the party claiming delay will give written notice of the delay to the other party’s Representative with sufficient detail to permit the other party’s Representative to be able to understand the basis for the claim as well as the anticipated impact on the Contract Price, if any, and the time for the performance of the Work, if any. Such notice will be given promptly after the party claiming delay is aware of an impact on the Contract Price or the time for the performance of the Work, or, in any event, promptly after the time when the party claiming delay should reasonably have become aware of an impact on the Contract Price or the time for the performance of the Work, provided, however, that in the case of a continuing cause of delay only one written notice of delay will be necessary;

(b)

if the Contractor gives notice of delay in accordance with Section 12.8(a) of this Schedule 2 [General Conditions], then, as part of the performance of the Work, the Contractor will keep and provide to Hydro’s Representative records in the same detail and manner as described in Section 4.1 of Schedule 12 [Changes];

(c)

upon receipt of a notice of delay from the Contractor, Hydro’s Representative will promptly investigate the conditions giving rise to the claimed delay in order to satisfy himself as to the validity of the claimed delay;

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

(d)

in no event will the Contractor be entitled to, nor will the Contractor make any claim for, an adjustment to the Contract Price or an adjustment of the time for the performance of the Work on account of any delay or portion of a delay: (i)

that occurs more than seven days prior to the notice delivered by the Contractor to Hydro’s Representative as provided by Section 12.8(a) of this Schedule 2 [General Conditions]; or

(ii)

notwithstanding Section 12.8(d)(i) of this Schedule 2 [General Conditions], to the extent BC Hydro is materially prejudiced by any delay in the Contractor complying with its obligations under Section 12.8(a) of this Schedule 2 [General Conditions]; and

(e)

in no event will the Contractor be entitled to, nor will the Contractor make any claim for, an adjustment to the Contract Price on account of any costs incurred as a result of any delay or portion of a delay for which the Contractor has not kept, nor made available to Hydro’s Representative, the records as required under Section 12.8(b) of this Schedule 2 [General Conditions].

12.9

Acceleration to Recover Contractor Delays

If, at any time, Hydro’s Representative, acting reasonably, determines that the then current Work Program and Schedule is not being met due to an act, error or omission of the Contractor or any Subcontractor, then Hydro’s Representative may deliver written notice to the Contractor directing the Contractor to accelerate the performance of the Work, at the Contractor’s sole cost and expense, so as to bring the performance of the Work back into conformity with the then current Work Program and Schedule. 12.10

Acceleration for BC Hydro’s Convenience

Hydro’s Representative may, at any time, deliver written notice to the Contractor to accelerate the performance of the Work at BC Hydro’s convenience and upon receipt the Contractor will use reasonable commercial efforts to accelerate in accordance with such notice. Any such acceleration will be a Change under Schedule 12 [Changes], provided that the date for the payment of Liquidated Damages under Section 11 of Schedule 11 [Prices and Payment] will not be moved to an earlier date, except as otherwise expressly agreed by the Contractor and BC Hydro.

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

Main Civil Works â&#x20AC;&#x201C; Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

BONDING AND PERFORMANCE SECURITY

14.1

Performance and Payment Security

The Contractor will comply with all performance and payment security requirements as set out in Schedule 11 [Prices and Payment]. 15

CONTRACTOR DEFAULT

15.1

Failure to Perform

If: (a)

the Contractor should fail or neglect to undertake the performance of the Work properly and expeditiously;

Main Civil Works â&#x20AC;&#x201C; Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

(b)

the Contractor should otherwise fail to comply with the requirements of the Contract to a substantial degree; or

(c)

the aggregate liability of the Contractor to BC Hydro for Claims relating to or arising out of the Contract exceeds the maximum aggregate liability as set out in Section 24.1 of this Schedule 2 [General Conditions],

then Hydro’s Representative may provide the Contractor with written notice stating the nature of the Contractor’s failure and instructing the Contractor to correct the failure within seven days after receipt of such notice. If the Contractor cannot reasonably correct the failure within such seven days, then the Contractor will be in compliance with Hydro’s Representative’s instructions if the Contractor: (d)

takes all reasonable steps to begin to correct the failure within such seven days;

(e)

provides Hydro’s Representative with a schedule reasonably acceptable to Hydro’s Representative for such correction; and

(f)

completes the correction in accordance with such schedule.

If the Contractor fails to correct the default in the time specified or subsequently agreed in writing, or, if, for any reason, the default cannot be corrected, including if the default is as described in Section 15.1(c) of this Schedule 2 [General Conditions] and no new agreement is reached between the parties regarding the Contractor’s maximum aggregate liability, then BC Hydro may, without prejudice to any of its other rights or remedies: (g)

correct such default to the extent BC Hydro is able to correct the default and set off from any payment then or thereafter due to the Contractor all additional costs reasonably incurred by BC Hydro to correct the default, including the cost of Other Contractors and BC Hydro’s own forces;

(h)

deduct any portion of the outstanding Work from the Contract as BC Hydro may, in its sole discretion, decide and adjust the Contract Price on account of such deduction and set-off from any payment then or thereafter due to the Contractor all additional costs reasonably incurred by BC Hydro to complete the performance of the Work, including increased costs of construction, the costs of Other Contractors, any administrative costs, the cost of BC Hydro’s own forces and resources and the cost to BC Hydro of Hydro’s Representative; or

(i)

terminate the Contract.

15.2

Bankruptcy

BC Hydro may, without prejudice to any of its other rights or remedies, terminate the Contract by giving written notice to the Contractor or any other applicable Person, if: (a)

the Contractor, or any entity comprising the Contractor, makes an assignment for the benefit of its creditors, is declared bankrupt or commits an act of bankruptcy, becomes insolvent, makes a proposal for relief under the Bankruptcy and Insolvency Act (Canada) or similar legislation in any jurisdiction, or becomes involved in any other type of insolvency proceedings being commenced by or against the Contractor, or any entity comprising the Contractor, under the Bankruptcy and Insolvency Act (Canada) or otherwise;

(b)

a receiver, receiver manager or other encumbrance holder takes possession of or is appointed over, or any distress, execution or other process is levied or enforced upon, the whole or any material part of the assets of the Contractor, or any entity comprising the Contractor; Main Civil Works – Schedule 2 [General Conditions]

BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

(c)

any arrangement with or for the benefit of creditors is entered into by or in relation to the Contractor, or any entity comprising the Contractor, provided such arrangement is not entered into by the Contractor, or such entity comprising the Contractor, in the ordinary course of business;

(d)

any proceeding with respect to the Contractor, or any entity comprising the Contractor, is commenced under the Companies’ Creditors Arrangement Act (Canada);

(e)

the Contractor, or any entity comprising the Contractor, ceases to carry on business; or

(f)

a petition is filed (and not being contested in good faith, using all commercially reasonable efforts), or a resolution is passed or an order is made for the winding up, liquidation or dissolution of the Contractor, or any entity comprising the Contractor.

BC Hydro will not exercise its right of termination under this Section 15.2 if at least one entity comprising the Contractor is not the entity giving rise to such right of termination under Section 15.2(a) through Section 15.2(f) of this Schedule 2 [General Conditions], and if BC Hydro, acting reasonably, is satisfied that: (g)

such entity(ies) has the power, capacity and resources necessary to fulfill the Contractor’s obligations under the Contract; and

(h)

such entity(ies) will deliver a modified security package that provides BC Hydro with security for the performance of the Contractor’s obligations under the Contract that is equal to that provided under the Performance Security.

15.3

Termination for Cause

If BC Hydro terminates the Contract under Section 15.1 or Section 15.2 of this Schedule 2 [General Conditions], then BC Hydro will, while making all commercially reasonable efforts to mitigate costs and delays: (a)

be entitled to take possession of the equipment and materials, including any BC Hydro Property, located at the Site or elsewhere and intended for incorporation in or use in the performance of the Work, and any equipment and materials for which payment has been made or for which payment may be owing in accordance with the Contract Documents by BC Hydro to the Contractor, to utilize such equipment and materials, subject to the rights of third parties, and complete the performance of the Work by whatever method BC Hydro may consider expedient;

(b)

be entitled to withhold any payments owing to the Contractor;

(c)

upon Total Completion, be entitled to retain from any amounts withheld from the Contractor the total of any additional costs (the “Default Costs”) in excess of the Contract Price BC Hydro incurred to achieve Total Completion because of the Contractor’s default, including the costs of Other Contractors, any administrative costs, the cost of BC Hydro’s own forces and resources and the cost to BC Hydro of Hydro’s Representative, and pay the balance of any amounts withheld from the Contractor, if any, to the Contractor. If the total of: (i)

the Default Costs; and

(ii)

the costs to cover corrections during the Warranty Period with respect to the Work performed by the Contractor up to the date of termination,

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

exceeds the total of the payments BC Hydro has withheld, then such excess will be immediately due and owing by the Contractor to BC Hydro upon receipt of an invoice from BC Hydro for such excess; and (d)

on expiry of the Warranty Period retain, from any holdback, the cost of any corrections made during the Warranty Period to any Work performed by the Contractor up to the date of termination, and pay the balance, if any, to the Contractor. If the total of the costs of such corrections exceeds the holdback, then such excess will be immediately due and owing by the Contractor to BC Hydro upon receipt of an invoice from BC Hydro for such excess, but without duplication of any amounts previously paid by the Contractor pursuant to Section 15.3 of this Schedule 2 [General Conditions].

15.4

Contractor’s Obligations Following Termination

If the Contract is terminated for any reason, including pursuant to Section 17.1 of this Schedule 2 [General Conditions], the Contractor’s obligations described in the Contract Documents as to quality, correction and warranty will continue in full force and effect after such termination with respect to the Work performed by the Contractor up to the time of termination. 16

BC HYDRO DEFAULT

16.1

Failure to Perform

If BC Hydro fails to: (a)

pay the Contractor payments when due in accordance with the provisions of the Contract;

(b)

provide the Contractor with adequate directions or instructions so as to prevent the Contractor from performing the Work in accordance with the Contract; or

(c)

resume the Contract, in whole or in part, within one year of the effective date of the suspension of the Contract under Section 17.1 of this Schedule 2 [General Conditions],

then the Contractor may provide Hydro’s Representative with written notice stating the nature of BC Hydro’s default and instructing BC Hydro to correct the default within 30 days after receipt of such notice. If BC Hydro cannot reasonably correct the default in such 30 days, then BC Hydro will be in compliance with the Contractor’s instructions if BC Hydro: (d)

takes all reasonable steps to begin to correct the default within such 30 days;

(e)

provides the Contractor with a schedule acceptable to the Contractor, acting reasonably, for such correction; and

(f)

completes the correction in accordance with such schedule.

If BC Hydro fails to correct the default in the time specified or subsequently agreed in writing, then the Contractor may, without prejudice to any of its other rights or remedies, terminate the Contract.

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

16.2

Termination for Cause

If the Contractor terminates the Contract under Section 16.1 of this Schedule 2 [General Conditions], then BC Hydro will, in full satisfaction of all claims the Contractor may have, pay the Contractor: (a)

all compensation owed in accordance with the Contract for all Work performed, including all materials and equipment supplied for incorporation into the Work, in accordance with the Contract Documents up to the date of the termination;

(b)

all reasonable and substantiated third party cancellation charges, if any, incurred by the Contractor to the date of termination, provided such charges could not have been reasonably avoided or mitigated by the Contractor; and

(c)

the Contractor’s reasonable and substantiated Direct Costs for demobilization from the Contractor’s Work Areas, plus a mark-up of 15% on such Direct Costs.

For certainty, the Contractor will not be entitled to, nor will the Contractor make a claim for, Consequential Damages. 17

SUSPENSION OR TERMINATION OF CONTRACT OTHER THAN FOR DEFAULT

17.1

Suspension or Termination for Convenience

BC Hydro may, by written notice to the Contractor’s Representative, at any time at BC Hydro’s convenience and in its sole discretion, suspend or terminate the Contract, in whole or in part, stating the extent and effective date of such suspension or termination, and, upon receipt of such written notice, the Contractor will: (a)

wind down all suspended or terminated Work in accordance with such notice and in a manner such that BC Hydro receives the benefit of all completed Work;

(b)

with respect to the terminated portions of the Work, if any, on the written direction of Hydro’s Representative: (i)

assign to BC Hydro, in the manner and to the extent directed by BC Hydro, all of the Contractor’s rights under purchase orders and agreements with any first tier Subcontractors as identified by BC Hydro; and

(ii)

terminate purchase orders and agreements with first tier Subcontractors, to the extent that they are not assigned to BC Hydro;

(c)

take any necessary action, including re-possession, to protect property in the Contractor’s possession in which BC Hydro has or may acquire an interest, including any BC Hydro Property;

(d)

continue and complete performance of the continuing portion of the Work, if any, in accordance with the Contract Documents;

(e)

provide suggestions to BC Hydro as to the best methods of mitigating any Claims, costs or delays arising from the suspension or termination of all of portions of the Work;

(f)

provide all records and documents, as required by the Contract, to BC Hydro relating to the terminated portion of the Work, if any; and

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

(g)

take any other action in relation to the termination of the Work which BC Hydro may reasonably direct.

17.2

Rights upon Termination for Convenience

In the event of termination under Section 17.1 of this Schedule 2 [General Conditions], BC Hydro will, in full satisfaction of all claims the Contractor may have, pay the Contractor: (a)

(b)

(c)

the Contractor’s reasonable and substantiated Direct Costs for demobilization from the Contractor’s Work Areas, plus a mark-up of 15% on such Direct Costs.

For certainty, the Contractor will not be entitled to, nor will the Contractor make any claim for, Consequential Damages. 17.3

Obligations During Suspension

During any period of suspension, the Contractor will not remove any Work or any equipment and materials, including BC Hydro Property, from the Contractor’s Work Areas without the prior written consent of Hydro’s Representative, and will take all commercially reasonable steps to secure and make safe all Work and all such equipment and materials at the Site, including BC Hydro Property, if any. At any time after the commencement of such period of suspension, BC Hydro may give written direction to the Contractor to resume performance of the suspended Work, and, upon receipt of such direction, the Contractor will so resume within the time specified in such direction by Hydro’s Representative, acting reasonably. In the event of suspension under Section 17.1 of this Schedule 2 [General Conditions], and provided that such suspension is not due to a default of the Contractor, BC Hydro will, in full satisfaction of all claims the Contractor may have, reimburse the Contractor for the Contractor’s Direct Costs, including stand-by equipment rental rates for any equipment that the Contractor may rent or own, personnel demobilization and remobilization costs and additional Site overhead costs, incurred in complying with the requirements of this Section 17.3, provided such costs could not have been reasonably avoided or mitigated by the Contractor, plus a mark-up of 15% on such costs. At the end of each month during a suspension, the Contractor may submit an invoice to BC Hydro, along with all supporting documentation reasonably required by BC Hydro, which fully details the Direct Costs claimed by the Contractor in accordance with this Section 17.3 for that month. BC Hydro will pay to the Contractor the amount it approves within 60 days of receipt of such an invoice. For greater certainty, the Contractor will not be entitled to, nor will the Contractor make any claim for, Consequential Damages. The Work Program and Schedule will be extended to cover the complete period of the suspension. 17.4

Termination for Force Majeure

Either party may, on 14 days written notice to the other party, terminate the Contract if an event of Force Majeure has delayed the Contract for a period greater than 365 days for a single event, or 730 days in the Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

aggregate if there is more than one Force Majeure event. Any termination pursuant to this Section 17.4 will be deemed to be a termination under Section 17.1 of this Schedule 2 [General Conditions]. 18

DISPUTES

18.1

Dispute Resolution Procedure

All Disputes will be resolved in accordance with Schedule 14 [Dispute Resolution Procedure]. 19

PROTECTION OF PERSONS, PROPERTY AND THE ENVIRONMENT

19.1

Health and Safety

The Contractor will comply with Schedule 10 [Safety]. 19.2

Protection of Work and Property

With respect to protection of the Work, other work and property: (a)

(b)

(c)

except as expressly set out otherwise in the Contract Documents, in performing the Work, the Contractor will be responsible: (i)

for the care, custody, control and security of all parts of the Work until Substantial Completion, and the Contractor will, at the Contractor’s sole cost and expense, make good any loss or damage to any part of the Work until Substantial Completion;

(ii)

to protect BC Hydro’s and other Person’s work and property, including BC Hydro Property, from loss or damage, and the Contractor will, at the Contractor’s sole cost and expense, make good any such loss or damage to BC Hydro’s or other Person’s work and property, including BC Hydro Property; and

(iii)

for the care, custody, control, maintenance and security of the Work and all equipment, materials and other items used or provided to or by the Contractor or any Subcontractor in connection with the Contract, including BC Hydro Property, whether in transit to or from the Site or in storage on or off the Site by the Contractor or any Subcontractor, and the Contractor will, at the Contractor’s sole cost and expense, make good any loss or damage to any such equipment, materials and other items;

notwithstanding Section 19.2(a) of this Schedule 2 [General Conditions], the Contractor will not be responsible for loss or damage described in Section 19.2(a): (i)

to the extent the Contractor, in the performance of the Work, could not reasonably have avoided such loss or damage; or

(ii)

to the extent BC Hydro, Hydro’s Representative, Other Contractors or others for whom BC Hydro is in law responsible (other than the Contractor and those engaged by or through the Contractor, including Subcontractors) contributed in causing such loss or damage; and

for certainty, if the loss or damage described in Section 19.2(a) of this Schedule 2 [General Conditions] would have been covered by or recoverable against the insurance required to be obtained and maintained under the Contract but for Section 19.2(b) of this Schedule 2 [General Conditions], then that Section 19.2(b) of this Schedule 2 [General Conditions] will be inoperative and considered as deleted from the Contract so as to permit the recovery under such insurance. In such event, BC Hydro will pay the applicable deductible or reimburse the Contractor for the Main Civil Works – Schedule 2 [General Conditions]

BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

payment of the applicable deductible and the insurance proceeds will be used by the parties to make good the loss or damage. 19.3

Protection of the Environment

The Contractor will comply with Schedule 7 [Environmental Obligations]. The Contractor will, as part of the Work, cooperate with BC Hydro as BC Hydro may request, acting reasonably, to provide information required relating to any Permit. 19.4

Security Plan

Within 90 days after the Effective Date, and in any event prior to commencing the performance of any Work at the Site, the Contractor will prepare and submit to Hydro’s Representative for Consent a security plan (the “Security Plan”) that outlines the security measures the Contractor will implement to protect its employees, agents, personnel, its Subcontractors and their employees and agents, the Contractor’s materials and equipment, the Work, BC Hydro Property and any area of ancillary use, including any storage area or laydown area, within the Contractor’s Work Area. 19.5

Amendment of Security Plan

The Contractor will review and amend the Security Plan from time to time as necessary to reflect changes in the development of the Work, installation progress, work methods, Site hazards and scope of Work. The Contractor will, prior to implementing any Security Plan amendments, submit the proposed amendments to Hydro’s Representative for Review. 19.6

Compliance with Security Plan

The Contractor should implement and comply with the Security Plan and any amendments to the Security Plan pursuant to Section 19.5 of this Schedule 2 [General Conditions]. If BC Hydro designates an entity other than the Contractor as the Prime Contractor in an area within the Contractor’s Work Area, as contemplated in Section 2.7 of Schedule 10 [Safety], then the Contractor will collaborate with the Prime Contractor to develop and implement a security plan for any such overlapping Safety Area(s), and will comply with that security plan. 20

CONFIDENTIALITY AND COMMUNICATIONS

20.1

Confidential Information

Each of BC Hydro and the Contractor will treat as confidential, and will use commercially reasonable efforts to protect and prevent the publication, disclosure or dissemination to third parties without the prior written consent of the disclosing party any business, financial, technical information of the disclosing party, or of any other information expressly identified by the disclosing party in writing as proprietary or confidential, that is supplied (whether orally or in written, electronic or any other form) to, or otherwise obtained or acquired by, the receiving party as a result of or in connection with the Contract (collectively the “Confidential Information”). 20.2

Permitted Disclosure

Notwithstanding Section 20.1 of this Schedule 2 [General Conditions], disclosure of Confidential Information may be made: (a)

with the prior written consent of the other party’s Representative;

(b)

in strict confidence to the party’s professional advisors; Main Civil Works – Schedule 2 [General Conditions]

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(c)

in the case of the Contractor, to Subcontractors and Affiliates, or, in the case of BC Hydro, to Other Contractors or other contractors, who, in each case, need to know the applicable Confidential Information for the purposes of performing the Work, performing work on the Project, or performing repairs on the permanent Work;

(d)

in the case of BC Hydro:

(e)

(i)

to any Governmental Authority, as required or requested by such Governmental Authority;

(ii)

to the British Columbia Utilities Commission for the purpose of any regulatory application or submission to the British Columbia Utilities Commission; and

(iii)

to any provincial ministry or to the Province of British Columbia; or

as otherwise required by Law, by Permits, or permitted by the Contract Documents, including Section 29 of this Schedule 2 [General Conditions].

The Contractor will, acting reasonably, consent to such Confidential Information as BC Hydro may request to be disclosed for reasons of public interest and transparency including: (f)

emergency response plans; and

(g)

employment information including Aboriginal inclusion.

The Contractor will require all Subcontractors and Affiliates to enter into agreements with the Contractor containing confidentiality provisions substantially similar to those found in Section 20 of this Schedule 2 [General Conditions]. Prior to disclosing any Confidential Information to Other Contractors or other contractors, BC Hydro will ensure that such parties are bound by agreements with BC Hydro containing confidentiality provisions substantially similar to those found in Section 20 of this Schedule 2 [General Conditions]. 20.3

Exceptions to Confidentiality Obligations

The obligations of confidentiality described in Section 20.1 of this Schedule 2 [General Conditions] will not apply to: (a)

information that is, or subsequently becomes, publicly available other than through a breach of the Contract or through a breach of a confidentiality agreement which another Person has entered into concerning the Confidential Information;

(b)

information which the party already possessed before commencing to participate in the Project;

(c)

information which is rightfully received from a third party without breach of any obligation of confidence by such third party; or

(d)

information which is independently developed without the use of the Confidential Information.

20.4

Communications Roles

The Contractor will, during the performance of its obligations under the Contract, comply with the terms and conditions set out in Schedule 9 [Communications Roles].

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20.5

Public Communications

The Contractor acknowledges that BC Hydro will not provide any endorsement of the Contractor or the Work performed pursuant to the Contract. The Contractor will not erect any sign or advertising, use any BC Hydro trademark, logo or device in any sign or advertisement or make any public announcement or disclosure, whether for publication in the press, radio, television, or any other medium, regarding the existence of the Contract, the Project or the Work without the prior written consent of BC Hydro, which consent may be arbitrarily withheld. 21

RECORDS AND AUDIT

21.1

Records and Audit

The Contractor will, during the performance of its obligations under the Contract, comply with the terms and conditions set out in Schedule 15 [Records]. 21.2

Financial Statements

In addition to complying with the requirements of Schedule 15 [Records], the Contractor will, during the performance of its obligations under the Contract and for a period of seven years after termination of the Contract, keep and maintain all financial statements that are required or may be requested by BC Hydro from the Contractor or from the entity issuing the Parent Company Guarantee, and will, upon reasonable written notice, make such information available to Hydro’s Representative and any of his or her nominees within such time period for review and audit. The Contractor will, upon written request from Hydro’s Representative within such time period, and in any event prior to disposal of such information, provide Hydro’s Representative with a copy of any such information in a form satisfactory to Hydro’s Representative, acting reasonably. No audit conducted by Hydro’s Representative or BC Hydro or any of their nominees under this Section 21.2 will at any time constitute approval or acceptance of any Work under the Contract, nor be considered a waiver by BC Hydro of any of the terms of the Contract, nor relieve the Contractor of any of its duties, obligations or responsibilities under the Contract to perform the Work in accordance with the requirements of the Contract Documents. 22

INSURANCE

22.1

Contractor Provided Insurance Coverage

The Contractor will obtain and maintain all policies of insurance required of it and will otherwise comply with all of the requirements set out in Schedule 13 [Insurance]. 22.2

BC Hydro Provided Insurance Coverage

BC Hydro will obtain and maintain all policies of insurance required of it and will otherwise comply with all of the requirements set out in Schedule 13 [Insurance]. 23

INDEMNIFICATION

23.1

Contractor Indemnity

The Contractor will indemnify, save harmless and assume the defence of, BC Hydro, its directors, officers, employees, consultants and agents, including Hydro’s Representative (each, an “Indemnified Party” and, together, the “Indemnified Parties”) from and against all third party Claims, including related Claim Costs, at any time suffered or incurred by, or brought or made against, the Indemnified Parties, or Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

any one of them, to the extent arising out of the errors, omissions or negligent acts, willful misconduct, or fraudulent or criminal acts, or breach of the Contract, of or by the Contractor, the Contractor’s Affiliates or any Subcontractor, or those for whom such Persons may in law be responsible, except to the extent arising from the negligence or willful misconduct of the third party, an Indemnified Party, or another Person having a duty to indemnify BC Hydro. 23.2

Conduct of Claims

Without limiting the generality of Section 23.1 of this Schedule 2 [General Conditions], if an Indemnified Party becomes a party to a Claim for which indemnity may be sought under Section 23.1 of this Schedule 2 [General Conditions], then the Contractor will conduct the defence of such Claim, at the Contractor’s sole cost and expense, keeping BC Hydro fully advised on all details of the proceedings, provided that: (a)

if the Contractor fails to commence or carry out reasonably such defence then BC Hydro has the right, but not the obligation, upon prior written notice to the Contractor, to assume the defence of, including the settlement of, such Claim, and the Contractor will be responsible to pay BC Hydro’s reasonable costs of such defence;

(b)

if, after BC Hydro assumes conduct of a defence pursuant to Section 23.2(a) of this Schedule 2 [General Conditions], a judgment is rendered or BC Hydro reaches a settlement with respect to the Claim that involves a payment to a third party, then BC Hydro will be entitled to claim contribution and indemnity from the Contractor, and the Contractor will pay BC Hydro the portion of the judgment or settlement attributable to the actions or omissions of the Contractor, provided that BC Hydro acted in good faith in reaching such judgment or settlement;

(c)

if, for BC Hydro’s convenience, BC Hydro wishes to assume conduct of the defence then BC Hydro has the right, but not the obligation, upon prior written notice to the Contractor, to assume the defence of, including the settlement of, such Claim, and BC Hydro will be responsible to pay BC Hydro’s costs of such defence and any judgment made as against the Contractor or BC Hydro, if any; and

(d)

if, after BC Hydro assumes conduct of a defence pursuant to Section 23.2(c) of this Schedule 2 [General Conditions], a judgment is rendered or BC Hydro reaches a settlement with respect to the Claim that involves a payment to a third party, then BC Hydro will be responsible to pay such judgment or such settlement, as the case may be, but BC Hydro will have the right to seek a contribution from the Contractor of an amount proportionate to the Contractor’s responsibility for the Claim, as agreed to between the parties or, if not agreed, as determined pursuant to the Dispute Resolution Procedure. In no event shall the Contractor be required to contribute an amount that is greater than the proportion of the Contractor’s responsibility for the Claim.

23.3

Separate Counsel

Where the Contractor has conduct of the defence of a Claim under Section 23 of this Schedule 2 [General Conditions], each applicable Indemnified Party may retain its own counsel, at the Indemnified Party’s sole cost and expense, for the purpose of monitoring the Contractor’s conduct of the Claim. 23.4

Limitation on Settlement

Notwithstanding any other provision in the Contract, where the Contractor has conduct of the defence of a Claim against an Indemnified Party pursuant to Section 23.2 of this Schedule 2 [General Conditions], the Contractor will not conclude or agree to the settlement or resolution of such Claim without the prior written approval of Hydro’s Representative. Where the Contractor concludes or agrees to the settlement or resolution of such Claim without the prior written approval of Hydro’s Representative, the Contractor will be liable for the entire amount of such settlement or resolution, including any amount in excess of its Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

indemnity obligations under the Contract, and will have no right to claim reimbursement, set-off or payment from BC Hydro, or any other Indemnified Party, with respect to any such excess amount. 23.5

Intellectual Property Indemnification

The following will apply with respect to any actual or alleged unauthorized disclosure, use or infringement of a third party’s patent or intellectual, proprietary or industrial property rights: (a)

the Contractor will indemnify, save harmless and assume the defence of, the Indemnified Parties in accordance with the provisions of Section 23 of this Schedule 2 [General Conditions], from and against all third party Claims, including Claim Costs, at any time suffered or incurred by, or brought or made against, the Indemnified Parties, or any one of them, to the extent resulting from or caused by any actual or alleged unauthorized disclosure, use or infringement of a third party’s patent or intellectual, proprietary or industrial property rights to the extent resulting from or caused by the performance of the Work or the actions or omissions of the Contractor, the Contractor’s Affiliates or Subcontractors, or those for whom such Persons may in law be responsible, or otherwise asserted against the Indemnified Parties, or any one of them, and for any other consequences to the extent arising out of the breach by the Contractor of Section 29 of this Schedule 2 [General Conditions]; and

(b)

without limiting the Contractor’s obligations under Section 23.5(a) of this Schedule 2 [General Conditions], if any part of the Work uses any patent or intellectual, proprietary or industrial property rights or anything else which infringes the rights of others or which is alleged to infringe the rights of others, the Contractor will, at its own cost and expense, immediately: (i)

procure for BC Hydro an irrevocable, perpetual, nonexclusive, fee-free, royalty-free, assignable license for BC Hydro to use such patent or intellectual, proprietary or industrial property rights for the purpose of operating, maintaining and repairing the Work;

(ii)

replace or alter the infringing or allegedly infringing parts with non-infringing parts of equal or better quality so as to meet or exceed the requirements of the Contract; or

(iii)

if permitted by BC Hydro in writing, forthwith refund the amount paid by BC Hydro to the Contractor under the Contract with respect to the infringing or allegedly infringing parts.

Notwithstanding the foregoing, the Contractor will not be obligated to indemnify an Indemnified Party for any infringement Claim if: (c)

the Indemnified Party does not notify the Contractor of such infringement Claim within a reasonable period of time after the Indemnified Party’s receipt of such Claim;

(d)

such Claim results from the use of the Work contrary to the written specifications or written directions of the Contractor;

(e)

such Claim results from the use of a design provided to the Contractor by BC Hydro in accordance with the provisions of this Contract. For clarity, the Contractor will be obligated to indemnify an Indemnified Party in accordance with the provisions of Section 23 of this Schedule 2 [General Conditions] for an infringement Claim if such Claim results from the Contractor’s design for the Design-Build Work; or

(f)

such Claim is compromised or settled without the Contractor’s written consent.

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

23.6

BC Hydro Indemnity

BC Hydro will indemnify and save harmless the Contractor, its directors, officers and employees, from and against all third party Claims, including related Claim Costs, at any time suffered or incurred by, or brought or made against, the Contractor, its directors, officers and employees, or any one of them, for personal injury, including death, or property damage, to the extent caused by the negligence, wilful misconduct or breach of this Contract by any of the Indemnified Parties. 23.7

Enforcement of the BC Hydro Indemnity

The indemnity in Section 23.6 of this Schedule 2 [General Conditions] will only be enforceable against BC Hydro by the Contractor, its directors, officers and employees, if: (a)

the Contractor gives BC Hydro: prompt notice of any third party Claim; the right and opportunity to select counsel and defend or settle the third party Claim; all documents and other information, including access to witnesses, available to the Contractor that may assist in the favourable defence or settlement of the third party Claim; and

(b)

the Contractor does not make any admission, or does any other act or thing, that is materially prejudicial to the favourable defence or settlement of the third party Claim.

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WARRANTY

25.1

Warranty

The Contractor warrants that all Work will be performed and supplied in accordance with the Contract Documents, free from defects in material, in workmanship and in any design or engineering furnished by or on behalf of the Contractor. 25.2

Quality of Equipment and Materials

The Contractor warrants that the equipment and materials furnished by or on behalf of the Contractor will be: (a)

new and of recent manufacture;

(b)

first quality;

(c)

where such equipment and materials are not specified in the Contract Documents, fit for their intended purposes;

(d)

free from design defects, faults and faulty operation, including latent defects, provided that: (i)

if the Contractor obtains an equivalent warranty, including with respect to the Warranty Period described in Section 25.3 of this Schedule 2 [General Conditions], from the applicable third party manufacturer of the equipment and materials; and

(ii)

the Contractor complies with Section 25.4 of this Schedule 2 [General Conditions] to assign the manufacturerâ&#x20AC;&#x2122;s warranty to BC Hydro,

then the Contractor will be deemed to have satisfied this Section 25.2(d); (e)

compliant with the Contract Documents, including the specifications set out in Schedule 6 [Specifications and Drawings]; and

(f)

compliant with all Laws and Permits.

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25.3

Length of Warranty

The length of the Contractor’s warranty on the Work will be as follows: (a)

subject to Section 25.3(b), the warranty set out in Section 25.1 and Section 25.2 of this Schedule 2 [General Conditions] will expire (the “Warranty Period”) 24 months after the date of Substantial Completion or earlier termination of the Contract, except with respect to any matter for which a warranty claim has been made during such period. If any warranty claim is made pursuant to Section 25 of this Schedule 2 [General Conditions] and any part or component of the Work is re-performed, repaired or replaced, a new Warranty Period will commence for such re-performed, repaired or replaced Work from the date such re-performed, repaired or replaced Work is completed, unless such warranty work required only minor adjustment to and not replacement of a piece of equipment or a component; and

(b)

a separate warranty period will apply in respect of the Hydro-Mechanical Equipment that will commence on the date the applicable Hydro-Mechanical Equipment is put into service, and will expire on the Milestone Date for Milestone M3.5.

25.4

Assignment

Without limiting the generalities of Section 25.1, Section 25.2 or Section 25.3 of this Schedule 2 [General Conditions], the Contractor will assign to BC Hydro the guarantees and warranties (such that they may be enforceable directly by BC Hydro) provided by Subcontractors and other Persons engaged by or through Subcontractors and who perform Work for or on behalf of the Contractor. 25.5

Defects

If defects are discovered in the Work during the Warranty Period, including in any equipment and materials incorporated into the Work, then the Contractor will correct the defect or replace the equipment and materials promptly upon notification or instruction by Hydro’s Representative. The Contractor will be responsible for all costs associated with such repairs and replacements and will indemnify and save harmless the Indemnified Parties from any resulting damages. Other work removed or damaged due to such defects, or in making good such defects will also be made good by the Contractor without additional payment by BC Hydro. 25.6

Failure to Remedy Defects

If the Contractor fails to remedy any defect or damage within a reasonable time, then a date may be fixed by Hydro’s Representative on or by which the defect or damage is to be remedied. The Contractor will be given reasonable written notice of this date. If the Contractor fails to remedy the defect or damage by such date and the remedial work was to be executed at the cost of the Contractor under Section 25 of this Schedule 2 [General Conditions], then BC Hydro may, at its option: (a)

carry out the work using BC Hydro’s own forces or other contractors, in a reasonable manner and at the Contractor’s sole cost and risk. The Contractor will pay to BC Hydro, within 30 days after receipt of an invoice, the costs reasonably incurred by BC Hydro in remedying the defect or damage;

(b)

require Hydro’s Representative to determine a reasonable reduction in the Contract Price; or

(c)

if the defect or damage deprives BC Hydro of substantially the whole benefit of the Work or any major part of the Work, terminate the Contract as a whole, or in respect of such major part which cannot be put to the intended use. Without prejudice to any of its other rights and remedies under the Contract or otherwise, BC Hydro will then be entitled to recover all sums paid for the Work or for such part (as the case may be), plus financing costs and the cost of dismantling such Work or Main Civil Works – Schedule 2 [General Conditions]

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part, clearing the Contractor’s Work Areas and returning equipment and materials to the Contractor. 25.7

Removal of Defective Work

If the defect or damage cannot be remedied expeditiously on the Site and Hydro’s Representative gives its written consent, then the Contractor may remove from the Site for the purposes of repair such portions of the Work as are defective or damaged. This consent may require the Contractor to increase the amount of the Performance Bond by the full replacement cost of these items, or to provide other appropriate security. 26

COMPLIANCE WITH LAWS

26.1

Compliance with Laws

The Contractor, its employees and agents and the Subcontractors, and their employees and agents will be fully knowledgeable of and comply with all Laws. 26.2

Change of Law

If any Law that is directly applicable to the design or the manner of the performance of the Work is amended after the submission of price proposals pursuant to the execution of the Contract and before Total Completion, and such amendment unavoidably results in a material increase or decrease in the costs incurred by the Contractor to perform the Work, then such amendment will entitle the parties to claim a Change. If the Contractor is claiming a Change, it will do so pursuant to the provisions of Section 4.1 of Schedule 12 [Changes], except that the Contractor’s notice obligation under Section 4.1(a)(i) of Schedule 12 [Changes] will be to give written notice of such claim to Hydro’s Representative promptly upon the Contractor becoming aware of such amendment, or, in any event, promptly after the date when the Contractor should reasonably have become aware of such amendment. 27

PRIVACY

27.1

Compliance with FOIPPA

BC Hydro is subject to FOIPPA and, accordingly, in order for BC Hydro to comply with the requirements of FOIPPA, the Contractor will, prior to or at the same time as providing BC Hydro or Hydro’s Representative with copies of, or access to copies of, any records containing Personal Information of the Contractor’s or any Subcontractor’s employees, obtain and provide to Hydro’s Representative the written consent of each affected individual to the indirect collection of his or her Personal Information by BC Hydro, such consents to be in a form specified by BC Hydro. 27.2

Privacy Protection

To the extent the Contractor has access to, whether direct, indirect or incidental, or the opportunity to access, any Personal Information, the Contractor will inform all of its personnel and Subcontractors having access to any Personal Information in the course of performing the Work of the confidential nature of the Personal Information and will ensure that its personnel and Subcontractors maintain the confidentiality of the Personal Information in accordance with the terms of Schedule 17 [Privacy Protection]. BC Hydro and the Contractor will have the respective rights and obligations applicable to each of them as provided in Schedule 17 [Privacy Protection] and Section 20 of this Schedule 2 [General Conditions] will not apply in respect of any such Personal Information.

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

27.3

Default

The Contractor’s failure to comply with its obligations under Section 27 of this Schedule 2 [General Conditions] will be deemed to be a default under the Contract to which the provisions of Section 15.1 of this Schedule 2 [General Conditions] will apply. 27.4

Visual Records of the Performance of the Work

BC Hydro anticipates that it will make a visual recording of some aspects of the performance of the Work. The Contractor will as part of the Work assist in the preparation of any privacy impact assessment as may be required by Law for the implementation of a recording program, and will comply with any requirements in relation to the assessment. 28

CONTRACTOR’S REPRESENTATIONS AND WARRANTIES

28.1

Contractor’s Corporate Representations and Warranties

The Contractor hereby covenants with, and represents and warrants to BC Hydro that, as of the Effective Date, the following representations and warranties are true: (a)

that unless otherwise disclosed to BC Hydro in writing before the Effective Date and agreed by BC Hydro in writing, the Contractor’s performance of the Work will not create any conflict of interest in relation to any services provided by the Contractor to any other party prior to, during or subsequent to Total Completion;

(b)

it is an entity duly created and organized, validly subsisting and in good standing under the Laws of the jurisdiction of its creation and is validly subsisting or registered and in good standing under the Laws of the jurisdiction in which the performance of the Work will be performed, and, if different, where the Site is located, and has all requisite power and authority to execute, deliver and perform its obligations under the Contract; and

(c)

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

28.2

Contractor’s Performance Representations and Warranties

The Contractor acknowledges that BC Hydro is relying on the Contractor’s skill, knowledge and expertise in performing the Work in accordance with the Contract Documents. The Contractor hereby represents and warrants, with respect to the Work performed by the Contractor and the Subcontractors, that: (a)

the Contractor and the Subcontractors have the necessary qualified personnel, with the skills and expertise, to perform and to complete the Work and are experienced, ready and willing to perform the Work in accordance with the Contract Documents; and

(b)

the Contractor has, or will obtain, all required permits, including all Permits (except for Project Related Permits), licenses and authorizations necessary to carry on its business and to be obtained by it to perform the Work.

INTELLECTUAL PROPERTY

29.1

Grant of License

The Contractor hereby grants to BC Hydro an irrevocable, perpetual, nonexclusive, fee-free, royalty-free, assignable license with respect to any patent or intellectual, proprietary or industrial property rights owned Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

by, controlled by, licensed to or used by the Contractor to the extent such patent or intellectual, proprietary or industrial property rights are incorporated into the Work. Such license grants to BC Hydro the right to use and allow other contractors to use such patent or intellectual, proprietary or industrial property rights solely in connection with the operation, maintenance, repair or alteration of the Work or any part of the Work. 29.2

Third Party Intellectual Property

The Contractor will make each third party with whom it deals and who may be affected by Section 29.1 of this Schedule 2 [General Conditions] aware of Section 29.1 of this Schedule 2 [General Conditions] and will cause each such third party to comply with such provision so as to enable the Contractor to fulfill its obligations under such provision, prior to or upon entering into any contract or agreement with such third party. 29.3

Intellectual Property Royalties and Patent Fees

The Contractor will be solely responsible for and will pay all royalties, patent fees, license fees and other charges payable for any intellectual property incorporated in the items or things furnished by or on behalf of the Contractor in connection with the Project or the Work. 29.4

Moral Rights

The Contractor waives in favour of BC Hydro all moral rights, and will cause all of the Contractor’s personnel, Subcontractors and their personnel working on the performance of the Work to waive in favour of BC Hydro all such rights in and to any intellectual property incorporated into the Work. The Contractor will have each of its personnel or any third persons engaged in the performance of the Work do all such other things and execute all such documents as reasonably requested by Hydro’s Representative in writing in order to confirm or give effect to any of the matters described in this Section 29.4. 30

MISCELLANEOUS

30.1

International Sale of Goods

The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods does not and will not apply to the Contract. 30.2

Contractor’s Duty to Mitigate

In all cases where the Contractor is entitled to receive from BC Hydro any additional compensation, damages, or extensions of time for the performance of the Work, the Contractor will use both all commercially reasonable efforts and all due diligence to mitigate and reduce the amount required under the Contract to be paid by BC Hydro to the Contractor or the amount of the extension of the time for the performance of the Work. Upon request from BC Hydro, the Contractor will promptly submit a detailed description, supported by all such documentation as BC Hydro may reasonably require, of the measures and steps taken by the Contractor to mitigate and meet its obligations under this Section 30.2. This obligation will be taken into account in the determination of the Contractor’s entitlement to an extension of time for the performance of the Work and reimbursement of costs or both.

Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

30.3

BC Hydro’s Duty to Mitigate

In all cases where BC Hydro entitled to receive from the Contractor any compensation, costs or damages, but not in any other case, BC Hydro will use all commercially reasonable efforts to mitigate such amount required to be paid by the Contractor to BC Hydro under this Contract, provided that such obligation will not require BC Hydro to: (a)

take any action which is contrary to the public interest, as determined by BC Hydro in its discretion;

(b)

take any action which is contrary to BC Hydro’s interest as an electric utility;

(c)

undertake any mitigation measure that might be available arising out of its status as a statutory body, but which measure would not normally be available to a private commercial party; or

(d)

alter the amount of any deductions it is entitled to make in accordance with Schedule 11 [Prices and Payment].

30.4

Severability

Each provision of the Contract is severable. If any provision of the Contract is to any extent invalid or unenforceable, the remainder of the Contract will not be affected and each remaining provision of the Contract will be separately valid and will be enforceable. 30.5

Joint and Several Liability

Where the Contractor is a joint venture, partnership or consortium: (a)

each member of such entity agrees to be jointly and severally liable for the obligations of the Contractor; and

(b)

the Contractor will not change its composition or legal status without the prior written consent of BC Hydro.

Notwithstanding that the Contractor is a general partnership, the Contractor acknowledges and agrees that BC Hydro has and will have the right to enforce the Contract and all obligations of the Contractor directly against any of the partners forming the Contractor, and such partners will be fully responsible for the Contractor’s duties, obligations and responsibilities under the Contract to perform the Work in accordance with all requirements of the Contract Documents. 30.6

Independent Contractor

The relationship between BC Hydro and the Contractor under the Contract is that of the Contractor being an independent contractor, notwithstanding any other provision in the Contract or anything arising out of the actions of the parties. BC Hydro and the Contractor expressly deny that it is their intention to create any partnership, joint venture, agency, employment or other relationship. Unless otherwise agreed in writing, the Contractor is not the agent of BC Hydro in any capacity whatsoever under the Contract, and has no authority to act as an agent of BC Hydro. 30.7

Third Persons

Except as expressly set out otherwise in the Contract Documents, nothing in the Contract, expressed or implied, is intended or will be construed to confer upon or to give any Person which is not a party to the Contract any rights or remedies under or by reason of the Contract. Main Civil Works – Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

30.8

Attornment

Subject to Schedule 14 [Dispute Resolution Procedure], for the purposes of any legal actions or proceedings brought by any party against the other party, the parties hereby irrevocably accept and submit to the exclusive jurisdiction of the courts of the Province of British Columbia and acknowledge such courtsâ&#x20AC;&#x2122; competence and the convenience and propriety of the venue and agree to be bound by any judgment of such courts and not to seek, and hereby waive, review of its merits by the courts of any other jurisdiction. 30.9

Rights and Remedies Cumulative

All rights and remedies under the Contract (other than those which are expressly specified in the Contract Documents as exclusive rights and remedies) are cumulative and are in addition to and not in substitution for any other rights or remedies available under the Contract or Laws or at equity. 30.10

Survival

All representations and warranties of the Contractor to BC Hydro and all provisions of: (a)

Section 15.3 of this Schedule 2 [General Conditions];

(b)

Section 15.4 of this Schedule 2 [General Conditions];

(c)

Section 20 of this Schedule 2 [General Conditions];

(d)

Section 21 of this Schedule 2 [General Conditions];

(e)

Section 23 of this Schedule 2 [General Conditions];

(f)

each other provision of the Contract providing for indemnification of a party by the other party;

(g)

Section 25 of this Schedule 2 [General Conditions];

(h)

Section 29 of this Schedule 2 [General Conditions];

(i)

Section 30 of this Schedule 2 [General Conditions];

(j)

Schedule 15 [Records]; and

(k)

each other provision of the Contract which, in accordance with its terms, expressly survives the termination, suspension, cancellation, completion or expiration of the Contract,

including each other provision necessary for the interpretation or enforcement of such provisions, will continue as valid and enforceable obligations of the parties notwithstanding any termination, suspension, cancellation, completion or expiration of the Contract.

Main Civil Works â&#x20AC;&#x201C; Schedule 2 [General Conditions] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

MAIN CIVIL WORKS CONTRACT APPENDIX 2-1 DESIGN-BUILD REVIEW PROCESS TABLE OF CONTENTS 1

INTERPRETATION.......................................................................................................................... 1 1.1

Definitions .................................................................................................................................. 1 DESIGN REVIEW ............................................................................................................................ 1

2.1 2.2 2.3 2.4 2.5 2.6 2.7

Progressive Design Development ............................................................................................. 1 Schematic Design Phase ........................................................................................................... 1 Design Development Phase ...................................................................................................... 1 Construction Documents Phase ................................................................................................ 2 Required Level of Detail ............................................................................................................ 2 Design Change .......................................................................................................................... 2 Ownership of Design ................................................................................................................. 3

Main Civil Works â&#x20AC;&#x201C; Appendix 2-1 [Design-Build Review Process] BC Hydro Site C Clean Energy Project 9301214_12|NATDOCS

MAIN CIVIL WORKS CONTRACT APPENDIX 2-1 DESIGN-BUILD REVIEW PROCESS 1

INTERPRETATION

1.1

Definitions

In this Appendix 2-1 [Design-Build Review Process], in addition to the definitions set out in Schedule 1 [Definitions and Interpretation]: “Construction Documents Phase” has the meaning set out in Section 2.4 of this Appendix 2-1 [DesignBuild Review Process]; “Design Development Phase” has the meaning set out in Section 2.3 of this Appendix 2-1 [Design-Build Review Process]; and “Schematic Design Phase” has the meaning set out in Section 2.2 of this Appendix 2-1 [Design-Build Review Process]. 2

DESIGN REVIEW

2.1

Progressive Design Development

The Contractor will undertake the design in phases progressively, with each phase capturing the information and detail of a previous phase, as set out in this Appendix 2-1 [Design-Build Review Process]. 2.2

Schematic Design Phase

The schematic design phase (the “Schematic Design Phase”) will be the preparation of supplemental information not included in Schedule 6 [Specifications and Drawings] and the development of drawings and other documents, illustrating the intended design of the relevant portion of the Design-Build Work, in sufficient detail to describe how all the parts of such Design-Build Work relate to each other and the balance of the Work. The Contractor will submit all Schematic Design Phase documentation applicable to a component of the Work for Review, and will not begin the Design Development Phase for such component until all such documentation has been endorsed Accepted, except as otherwise may be agreed to in writing by BC Hydro. 2.3

Design Development Phase

The design development phase (the “Design Development Phase”) will include the preparation of drawings, specifications and other documents to fully describe the relevant portion of the Design-Build Work, and will include: (a)

more detail to the information provided in the Schematic Design Phase described in Section 2.2 of this Appendix 2-1 [Design-Build Review Process]; and

(b)

all design assumptions.

Main Civil Works – Appendix 2-1 [Design-Build Review Process] BC Hydro Site C Clean Energy Project 9301214_12|NATDOCS

The Contractor will submit all Design Development Phase documentation for Review, and will not begin the Construction Documents Phase until all such documentation has been endorsed Accepted, except as otherwise may be agreed to in writing by BC Hydro. 2.4

Construction Documents Phase

The construction documents phase (the “Construction Documents Phase”) will include the preparation of Construction documents consisting of drawings and specifications describing in detail the requirements for the Construction of the relevant portion of the Design-Build Work. For each element or component of the relevant portion of the Design-Build Work drawings and other design information will be delivered to BC Hydro at: (a)

50% design completion; and

(b)

95% design completion,

in accordance with the Submittal Schedule, in a timely way in advance of Construction with sufficient detail to permit BC Hydro to understand and assess the Design-Build design. If the Contractor intends to proceed with Construction of a portion of the Design-Build Work in advance of the completion of the design of other parts of the Design-Build Work then the Contractor will deliver the 50% and 100% Construction documents for that portion (with sufficient accompanying detail to permit BC Hydro to understand and assess the design of that portion) in advance of the design documents for remainder of the Design-Build Work. 2.5

Required Level of Detail

In each phase the Contractor will provide to BC Hydro the level of detail and documentation that BC Hydro would customarily receive or expect to receive in accordance with Good Industry Practice, including (as applicable to a particular phase): (a)

dimensioned plans;

(b)

written reports detailing and describing the manner in which the requirements of the Contract Documents have been taken into account in the design.

This Section does not limit the Contractor’s obligation to comply with all requirements of the Contract Documents. 2.6

Design Change

The following will apply to BC Hydro’s requests for amendments to the design of the Design-Build Work: (a)

revisions to drawings, specifications, equipment and additional design requested by BC Hydro under the processes described in this Appendix 2-1 [Design-Build Review Process] and in Schedule 5 [Submittal Procedure] are not Changes and will be completed at the Contractor’s cost (except to the extent that any such requested revision would constitute a material change to a provision of Schedule 6 [Specifications and Drawings] in which event the terms of Schedule 12 [Changes] will apply and such revision will not be implemented except under a Change Order or Change Directive issued by BC Hydro); and

(b)

if and to the extent BC Hydro requires a variation of any design described endorsed Accepted (other than a variation required to bring the design into conformity with this Contract) then such variation will be a Change and the terms of Schedule 12 [Changes] will apply. Main Civil Works – Appendix 2-1 [Design-Build Review Process]

BC Hydro Site C Clean Energy Project 9301214_12|NATDOCS

2.7

Ownership of Design

With respect to ownership and property rights relating to the design, and subject to any express provisions as may be included in this Contract BC Hydro will own all rights and interest relating to any design prepared by the Contractor with respect to the Design-Build Work.

Main Civil Works â&#x20AC;&#x201C; Appendix 2-1 [Design-Build Review Process] BC Hydro Site C Clean Energy Project 9301214_12|NATDOCS

MAIN CIVIL WORKS CONTRACT APPENDIX 2-7 LEAVE TO COMMENCE TABLE OF CONTENTS 1

INTERPRETATION.......................................................................................................................... 1 1.1

Definitions .................................................................................................................................. 1 WATER ACT REQUIREMENTS ..................................................................................................... 2

2.1 2.2 2.3 3

Water Licence Approvals ........................................................................................................... 2 Independent Engineer and Environmental Monitor Under Water Act ....................................... 2 Contractor’s Obligations ............................................................................................................ 2 LEAVES TO COMMENCE CONSTRUCTION ................................................................................ 3

3.1 3.2 3.3 4

Division of Work into Leaves to Commence Construction ........................................................ 3 Coordination Meeting ................................................................................................................. 3 Description of Anticipated Leaves to Commence Construction ................................................ 3 APPLICATION FOR LEAVES TO COMMENCE CONSTRUCTION .............................................. 4

4.1 4.2 4.3 5

General Submission Requirements for Leaves to Commence Construction ............................ 4 Requirements of the Technical Specifications for the Leaves to Commence Construction ...... 5 Components of Leaves to Commence Construction ................................................................. 9 TARGET DATES FOR ISSUANCE OF LEAVES TO COMMENCE CONSTRUCTION ................ 9

5.1 5.2 5.3

Complete Application ................................................................................................................. 9 Target Dates .............................................................................................................................. 9 On-Going Cooperation ............................................................................................................... 9

EXHIBIT 2-7-1 EXHIBIT 2-7-2

GUIDE FOR WATERPOWER PROJECTS – SCOPE OF INFORMATION AND REPORTS BY THE INDEPENDENT ENGINEER GUIDE FOR WATERPOWER PROJECTS – SCOPE OF INFORMATION AND REPORTS BY THE ENVIRONMENTAL MONITOR

Main Civil Works – Appendix 2-7 [Leave to Commence] BC Hydro Site C Clean Energy Project 13841741_15|NATDOCS

MAIN CIVIL WORKS CONTRACT APPENDIX 2-7 LEAVE TO COMMENCE 1

INTERPRETATION

1.1

Definitions

In this Appendix 2-7 [Leave to Commence], in addition to the definitions set out in Schedule 1 [Definitions and Interpretation] and Schedule 2 [General Conditions]: “Component Authorization” has the meaning set out in Section 4.3 of this Appendix 2-7 [Leave to Commence]; “Construction Engineer” is the person referred to in Exhibit 2-7-1 [Guide for Waterpower Projects – Scope of Information and Reports by the Independent Engineer]; “Design Engineer” has the meaning set out in Exhibit 2-7-1 [Guide for Waterpower Projects – Scope of Information and Reports by the Independent Engineer]; “Engineer” has the meaning set out in the Water Act (British Columbia); “Environmental Monitor”, for the purposes of this Appendix 2-7 [Leave to Commence] only, has the meaning set out in Section 2.2(b) of this Appendix 2-7 [Leave to Commence]; “Independent Engineer” has the meaning set out in Section 2.2(a) of this Appendix 2-7 [Leave to Commence]; “Leave to Commence Construction” has the meaning set out in Section 3.1 of this Appendix 2-7 [Leave to Commence]; “Leave to Commence Construction #1” has the meaning set out in Section 3.3(a) of this Appendix 2-7 [Leave to Commence]; “Leave to Commence Construction #2” has the meaning set out in Section 3.3(b) of this Appendix 2-7 [Leave to Commence]; and “Leave to Commence Construction #3” has the meaning set out in Section 3.3(c) of this Appendix 2-7 [Leave to Commence]; “Leave to Commence Construction #4” has the meaning set out in Section 3.3(d) of this Appendix 2-7 [Leave to Commence]; “Leave to Commence Construction #5” has the meaning set out in Section 3.3(e) of this Appendix 2-7 [Leave to Commence]; “Leave to Commence Construction #6” has the meaning set out in Section 3.3(f) of this Appendix 2-7 [Leave to Commence]; “Leave to Commence Construction #7” has the meaning set out in Section 3.3(g) of this Appendix 2-7 [Leave to Commence];

Main Civil Works – Appendix 2-7 [Leave to Commence] BC Hydro Site C Clean Energy Project 13841741_15|NATDOCS

“Leave to Commence Construction #8” has the meaning set out in Section 3.3(h) of this Appendix 2-7 [Leave to Commence]; “Proper Documentation” means for the purposes of this Appendix 2-7 [Leave to Commence] all the documents, including drawings, design information, work plans, safety plans, Environmental Protection Plans and other information requested and required by the Independent Engineer and the Environmental Monitor with respect to, or to be included with, an application for a specific Leave to Commence Construction, each of which document has been prepared in accordance with Good Industry Practice and as applicable been endorsed Accepted by Hydro’s Representative as may be required by the Contract Documents; and “Water Licence” has the meaning set out in Section 2.1 of this Appendix 2-7 [Leave to Commence]. 2

WATER ACT REQUIREMENTS

2.1

Water Licence Approvals

BC Hydro will obtain, in BC Hydro’s name, ‘Water Licences’ for the Project under the Water Act (British Columbia), as required for the construction and operation of the Project, including the performance of the Work (each a “Water Licence”). BC Hydro will provide copies of the Water Licences to the Contractor as they are obtained. Water Licences are in addition to other Permits, such as authorizations required under the Fisheries Act (Canada) and the Navigation Protection Act (Canada). 2.2

Independent Engineer and Environmental Monitor Under Water Act

BC Hydro anticipates that the terms of the Water Licences will include the requirements that BC Hydro: (a)

retain an independent Professional Engineer to provide services to the Engineer for the regulation of construction of the Work covered by the Water Licences (the “Independent Engineer”); and

(b)

retain a person with professional qualifications to monitor the environmental impacts from the construction of the Work covered by the Water Licences (the “Environmental Monitor”).

BC Hydro also anticipates that attached to a Water Licence will be an outline of the scope of responsibilities and duties of each of the Independent Engineer and the Environmental Monitor that will generally be as listed in Exhibit 2-7-1 [Guide for Waterpower Projects – Scope of Information and Reports by the Independent Engineer] and Exhibit 2-7-2 [Guide for Waterpower Projects – Scope of Information and Reports by the Environmental Monitor], which are included as indicative only. The information regarding the Independent Engineer and the Environmental Monitor as included in the issued Water Licence may be different than as set out in these Exhibits. 2.3

Contractor’s Obligations

The Contractor will, as part of the Work, cooperate with BC Hydro, the Independent Engineer and the Environmental Monitor and will provide all information, including Environmental Protection Plans, monitoring reports, schedules and other Submittals, as required and requested by BC Hydro, the Independent Engineer or the Environmental Monitor, so that BC Hydro is able to obtain all of the required Water Licences, and as required for BC Hydro, the Independent Engineer and the Environmental Monitor to perform their obligations and duties as provided under the Water Licences, including: (a)

providing Work plans, details and designs for the Design-Build Work, a Work Program and Schedule covering the applicable Work and other information; and Main Civil Works – Appendix 2-7 [Leave to Commence]

BC Hydro Site C Clean Energy Project 13841741_15|NATDOCS

(b)

making lead personnel of the Contractor available for discussions during periodic site visits by the Independent Engineer, and provide information as may be requested by the Independent Engineer or the Environmental Monitor.

Nothing in this Section 2.3 will relieve the Contractor of its obligation to prepare applications for and to obtain those Permits required under the Contract to be obtained by the Contractor, or that may be required to be obtained by the Contractor in accordance with Laws, prior to commencing the part of the Work covered by such Permits; or to comply with the terms and conditions of any Permits required for the Project. The Engineer may request personnel from Governmental Authorities to visit the Site from time to time to review the progress of the Work. The Contractor and BC Hydro will meet with such personnel to discuss the progress of the Work and any issues arising from the visit to Site, and the Contractor will ensure that none of the Contractor’s personnel meet or have discussions with the personnel from such Governmental Authorities except in the presence of BC Hydro. 3

LEAVES TO COMMENCE CONSTRUCTION

3.1

Division of Work into Leaves to Commence Construction

Construction of the Work will be divided into parts for the purpose of the Water Licences, and a separate Leave to Commence Construction (each a “Leave to Commence Construction”) will be required for each part. Prior to the Engineer issuing a Leave to Commence Construction for any part of the Work, the Engineer must be satisfied that the requirements of the Water Licence that apply to that part of the Work are satisfied. No construction may be commenced of Work that will be covered by a Leave to Commence Construction prior to the issuance of the Leave to Commence Construction covering such Work. 3.2

Coordination Meeting

The Contractor will, on invitation from BC Hydro, attend a coordination meeting(s), to be held as soon as practicable after the Effective Date, among the Design Engineer(s), the Construction Engineer, BC Hydro, the Contractor, the Independent Engineer and the Environmental Monitor. At that meeting: (a)

the Design Engineer(s) will present an overview of the design for the Project, and the anticipated schedule for the submittal of the plans and criteria for review by the Independent Engineer;

(b)

the Construction Engineer will present an overview of the Contractor’s proposed construction plan and schedule, including the sequencing of the Work, the scope of each Leave to Commence Construction, any requests to divide a Leave to Commence Construction into smaller components; and

(c)

the Independent Engineer will give a preliminary indication of the types of Submittals that the Independent Engineer will require for review as a condition of issuing the Leave to Commence Construction.

3.3

Description of Anticipated Leaves to Commence Construction

The actual scope of each Leave to Commence Construction will be identified by the Independent Engineer, in discussions with BC Hydro and the Contractor. The Independent Engineer will recommend to the Engineer the actual number of Leaves to Commence Construction and the parts of the Work to be included in each Leave to Commence Construction. It is anticipated that the scope of the Work will be divided into the following Leaves to Commence Construction: Main Civil Works – Appendix 2-7 [Leave to Commence] BC Hydro Site C Clean Energy Project 13841741_15|NATDOCS

(a)

construction of Right Bank Drainage Tunnel, Diversion Inlet Cofferdam, and Diversion Outlet Cofferdam, RSEM Area R5b, and Moberly River Construction Bridge (“Leave to Commence Construction #1”);

(b)

construction of all Left Bank parts of the Work prior to river diversion, including the Left Bank Excavation, Diversion Tunnel Portals, Diversion Tunnels, RSEM Areas L5 and L6, Left Bank Stage 1 Cofferdam, Left Bank Core Trench Excavation, Drilling and Grouting, Left Bank Drainage Adit and backfilling of test chamber and Left Bank Exploratory Adits, but excluding construction of the Earthfill Dam (“Leave to Commence Construction #2”);

(c)

construction of Right Bank parts of the Work prior to river diversion, including the Approach Channel Excavation, RCC Buttress Excavation, Right Bank Stage 1 Cofferdam, Right Bank Core Trench Excavation, Drilling and Grouting, RSEM Areas R5a and R6, backfilling of Right Bank Exploratory Adits, but excluding construction of the Earthfill Dam and construction of the RCC Buttress (“Leave to Commence Construction #3”);

(d)

construction of the RCC Buttress, including the Dam and Core Buttress, Powerhouse Buttress and Spillway Buttress (“Leave to Commence Construction #4”);

(e)

construction of the Earthfill Dam, including the Left Bank, Right Bank and centre sections, and contruction of the Approach Channel lining, including all Fill Construction, Geomembrane and MSE Walls (“Leave to Commence Construction #5”);

(f)

construction of Stage 2 Cofferdams and diversion of the Peace River, including removal of the Diversion Tunnel Inlet and Outlet Cofferdams, construction of the Stage 2 Upstream and Downstream Closure Cofferdams, excavation of the centre section of the core trench and Drilling and Grouting (“Leave to Commence Construction #6”);

(g)

construction of the Spillway and Generating Station, including intake structures, gated and free crest spillways, stilling basin, penstocks and powerhouse (“Leave to Commence Construction #7”); and

(h)

reservoir filling, including: Tunnel Conversion; reopening the converted Diversion Tunnel; closing the other Diversion Tunnel and undertaking reservoir filling in accordance with the reservoir filling plan (“Leave to Commence Construction #8”).

The Contractor may request the approval of the Independent Engineer and Hydro’s Representative to amend the scope of any of the Leaves to Commence Construction to better suit the Contractor’s plan for the performance of the Work. 4

APPLICATION FOR LEAVES TO COMMENCE CONSTRUCTION

4.1

General Submission Requirements for Leaves to Commence Construction

After the coordination meeting described in Section 3.2 of this Appendix 2-7 [Leave to Commence], and after review of the information submitted at that meeting, BC Hydro anticipates receiving a preliminary list of the Submittals that the Independent Engineer will wish to review for: (a)

the preparation of the recommendation report for each Leave to Commence Construction; and

(b)

the preparation of the recommendation report and letter consenting to commencement of construction of each part of the Work on Site.

Main Civil Works – Appendix 2-7 [Leave to Commence] BC Hydro Site C Clean Energy Project 13841741_15|NATDOCS

All drawings, calculations, design criteria, design descriptions and other submittals required by the Independent Engineer for review, will be signed and sealed by the Design Engineer responsible for the applicable design. BC Hydro anticipates that the Independent Engineer will require the following Submittals be submitted for each of the Leave to Commence Construction listed in Section 3.1 of this Appendix 2-7 [Leave to Commence]: Leave to Commence Leave to Commence Construction #1 Leave to Commence Construction #2

Leave to Commence Construction #3

Leave to Commence Construction #4 Leave to Commence Construction #5

Leave to Commence Construction #6 Leave to Commence Construction #7

Leave to Commence Construction #8

4.2

Submittals General arrangement drawings, design basis, construction implementation plan, construction schedule, quality management plan. Design of Diversion Inlet and Diversion Outlet Cofferdam and the Moberly River Construction Bridge. General arrangement drawings, design basis, construction implementation plan, construction schedule, quality management plan. Stage 1 Cofferdam design, monitoring and emergency management plan for work behind Cofferdams, RSEM development and management plan. General arrangement drawings, design basis, construction implementation plan, construction schedule, quality management plan. Stage 1 Cofferdam design, monitoring and emergency management plan for work behind Cofferdams, excavation and monitoring plan for Approach Channel and RCC Buttress excavations. General arrangement drawings, design basis, construction implementation plan, construction schedule, quality management plan. Foundation surface preparation plan, materials sourcing plan. General arrangement drawings, design basis, construction implementation plan, construction schedule, quality management plan. Materials sourcing plan, foundation grouting plan, foundation surface preparation plan, plans for removal of portions of Stage 1 Cofferdams. General arrangement drawings, design basis, construction implementation plan, construction schedule, quality management plan. Stage 2 Cofferdam design, dam safety monitoring and emergency management plans. General arrangement drawings, design basis, construction implementation plan, construction schedule, quality management plan. Construction interface management plan for MCW and GSS contracts; spillway and low level outlet gates designs. General arrangement drawings, design basis, construction implementation plan, construction schedule, quality management plan. Diversion Tunnel conversion plan, reservoir filling plan, reservoir shoreline monitoring plan.

Requirements of the Technical Specifications for the Leaves to Commence Construction

The Technical Specifications set out Submittal requirements and the following is a list of Submittals that are related to the Leaves for Commencement of Construction, and that will be required by BC Hydro as part of an application for a Leave to Commence Construction. (This list is given for convenience of reference only and will not be interpreted as amending the requirements of the Technical Specifications.)

Main Civil Works â&#x20AC;&#x201C; Appendix 2-7 [Leave to Commence] BC Hydro Site C Clean Energy Project 13841741_15|NATDOCS

Submittal Description

Specification Reference

1. 31 23 50 Clause 1.4.1 2. 31 80 00 Clause 1.3.1 3. 31 80 00 Clause 1.3.2

Diversion Inlet Cofferdam

1. Proposed excavation procedures 2. Dewatering Work 3. Care of Water Inspection and Test Plan Design package and work plan

Diversion Outlet Cofferdam

Design package and work plan

13 30 00 Clause 1.4.1.2

RSEM Area R5b

Specific to Area R5b:

1. 13 40 00 Clause 1.4.1.2 and Clause 1.4.1.3 2. 13 40 00 Clause 1.4.1.4 3. 13 40 00 Clause 1.4.2

Leave to Commence 1: Right Bank Drainage Tunnel

Moberly River Construction Bridge

1. RSEM and Water Management Work Plan 2. RSEM and Water Management Inspection and Test Plan 3. Drawings and specifications Design package

13 30 00 Clause 1.4.1.2

34 99 00 Clause 1.4.1

Leave to Commence 2: Left Bank Excavation, Left Bank Core Trench Excavation and Diversion Tunnel Portals

Drilling, Grouting and Drainage

Diversion Tunnel and Left Bank Drainage Tunnel

1. Qualifications of Professional Engineer responsible for design of slopes by Contractor 2. Blasting specialist 3. Preliminary work plan 4. Proposed methods for Foundation Preparation and Foundation Protection 5. Dewatering Work 6. Care of Water Inspection and Test Plan Partial draft of the Drilling and Grouting Plan

1. 31 23 00 Clause 1.4.1 2. 31 23 00 Clause 1.4.4.1 3. 31 23 00 Clauses 1.4.4.3.1. 1.4.4.3.2 and 1.4.4.3.3 4. This is information required prior to and in addition to the Submittals listed in 31 60 00 which can come later in accordance with the Specification 5. 31 80 00 Clause 1.3.1 6. 31 80 00 Clause 1.3.2 31 40 00 Clauses 1.4.1.1, 1.4.1.5 and 1.4.1.7

1. Proposed excavation procedures 2. Dewatering Work 3. Care of Water Inspection and Test Plan

1. 31 23 50 Clause 1.4.1 2. 31 80 00 Clause 1.3.1 3. 31 80 00 Clause 1.3.2

Main Civil Works â&#x20AC;&#x201C; Appendix 2-7 [Leave to Commence] BC Hydro Site C Clean Energy Project 13841741_15|NATDOCS

RSEM Areas L5 and L6

Specific to Area L5 and L6:

Left Bank Stage 1 Cofferdams

1. RSEM and Water Management Work Plan 2. RSEM and Water Management Inspection and Test Plan 3. Drawings and specifications Design package and work plan

Backfilling adits and test chamber

1. 13 40 00 Clause 1.4.1.2 and Clause 1.4.1.3 2. 13 40 00 Clause 1.4.1.4 3. 13 40 00 Clause 1.4.2

13 30 00 Clause 1.4.1.2

1. Inspection and Test Plan 2. Conceptual Exploratory Adit Backfill Plan

1. 31 40 01 Clause 1.4.1 2. 31 40 01 Clause 1.4.2

1. Qualifications of Professional Engineer responsible for design of slopes by Contractor 2. Blasting specialist 3. Preliminary work plan 4. Instrumentation Subcontractor 5. Schedule of instrumentation installation for the excavations 6. Work plan for instrumentation installation for the excavations 7. Proposed methods for Foundation Preparation and Foundation Protection 8. Dewatering Work 9. Care of Water Inspection and Test Plan Design package and work plan

1. 31 23 00 Clause 1.4.1 2. 31 23 00 Clause 1.4.4.1 3. 31 23 00 Clauses 1.4.4.3.1. 1.4.4.3.2 and 1.4.4.3.3 4. 13 50 00 Clause 1.5.1 5. 13 50 00 Clause 1.5.2 6. 13 50 00 Clause 1.5.3 7. This is information required prior to and in addition to the Submittals listed in 31 60 00 which can come later in accordance with the Specification 8. 31 80 00 Clause 1.3.1 9. 31 80 00 Clause 1.3.2

13 30 00 Clause 1.4.1.2

Drilling, Grouting and Drainage

Partial draft of the Drilling and Grouting Plan

31 40 00 Clauses 1.4.1.1, 1.4.1.5 and 1.4.1.7

RSEM Areas R5a and R6

Specific to Area R5a and R6:

1. 13 40 00 Clause 1.4.1.2 and Clause 1.4.1.3 2. 13 40 00 Clause 1.4.1.4 3. 13 40 00 Clause 1.4.2

Leave to Commence 3: Approach Channel Excavation and RCC Buttress excavation

Right Bank Stage 1 Cofferdam

Backfilling Right Bank adits

1. RSEM and Water Management Work Plan 2. RSEM and Water Management Inspection and Test Plan 3. Drawings and specifications 1. Inspection and Test Plan 2. Conceptual Exploratory Adit Backfill Plan

1. 31 40 01 Clause 1.4.1 2. 31 40 01 Clause 1.4.2

Main Civil Works â&#x20AC;&#x201C; Appendix 2-7 [Leave to Commence] BC Hydro Site C Clean Energy Project 13841741_15|NATDOCS

Leave To Commence 4: RCC Buttress

No Contractor submittals anticipated other than the general requirements for EPPs, schedules work plans etc.

Leave to Commence #5: Earthfill Dam and remainder of Approach Channel

1. Geomembrane information 2. Partial draft of the Drilling and Grouting Plan 3. Method statement for Fill Construction

1. 31 32 20 Clauses 1.4.3.1 through 1.4.3.6 2. 31 40 00 Clauses 1.4.1.1, 1.4.1.5 and 1.4.1.7 3. 31 70 00 Clause 1.4.1

1. Design package and Work Plan for Stage 2 Cofferdams 2. Design package and Work Plan for River Closure 3. Cofferdam Maintenance and Surveillance Plan 4. Qualifications of Professional Engineers 1. Blasting specialist 2. Preliminary work plan 3. Proposed methods for Foundation Preparation and Foundation Protection 4. Dewatering Work 5. Care of Water Inspection and Test Plan

1. 2. 3. 4.

Leave to Commence #6: Stage 2 Cofferdams

Core Trench excavation

Drilling, Grouting and Drainage

Partial draft of the Drilling and Grouting Plan

13 30 00 Clause 1.4.1.3 13 30 00 Clause 1.4.1.4 13 30 00 Clause 1.4.5 13 30 00 Clause 1.4.11

1. 31 23 00 Clause 1.4.4.1 2. 31 23 00 Clauses 1.4.4.3.1. 1.4.4.3.2 and 1.4.4.3.3 3. This is information required prior to and in addition to the Submittals listed in 31 60 00 which can come later in accordance with the Specification 4. 31 80 00 Clause 1.3.1 5. 31 80 00 Clause 1.3.2 31 40 00 Clauses 1.4.1.1, 1.4.1.5 and 1.4.1.7

Leave to Commence #7: Generating Station and Spillways

No MCW submittals anticipated as this work is not in MCW scope.

Main Civil Works â&#x20AC;&#x201C; Appendix 2-7 [Leave to Commence] BC Hydro Site C Clean Energy Project 13841741_15|NATDOCS

Leave to Commence #8: Diversion Tunnel closure

Diversion Closure Cofferdam

4.3

1. Work plan for Reservoir Filling 2. Work plan for Tunnel Conversion 3. Work plan for backfilling Diversion Tunnels Design package and Work Plan

1. 13 30 00 Clause 1.4.7 2. 13 30 00 Clause 1.4.8 3. 13 30 00 Clause 1.4.9

13 30 00 Clause1.4.1.5

Components of Leaves to Commence Construction

With the written consent of the Engineer and the Independent Engineer, component authorizations (each a “Component Authorization”) under a Leave to Commence Construction may be approved. The Contractor may request approval of a Component Authorization if there are schedule advantages. 5

TARGET DATES FOR ISSUANCE OF LEAVES TO COMMENCE CONSTRUCTION

5.1

Complete Application

BC Hydro will not apply for a Leave to Commence Construction until after: (a)

all authorizations required to be obtained by the Contractor for the parts of the Work covered by the Leave to Commence Construction have been obtained by the Contractor and copies of those authorizations have been submitted to BC Hydro; and

(b)

the Contractor has submitted all Proper Documentation applicable to the Leave to Commence Construction to the satisfaction of the Independent Engineer.

5.2

Target Dates

The following with apply with respect to the dates for receipt of a Leave to Commence Construction: (a)

BC Hydro will obtain Leave to Commence Construction #1 by April 1, 2016, provided that the Contractor has submitted the Proper Documentation required for the application for Leave to Commence Construction #1 to BC Hydro and the Independent Engineer on or before January 15, 2016; and

(b)

BC Hydro will obtain each subsequent Leave to Commence Construction within 75 calendar days of delivery to the Independent Engineer of the relevant Proper Documentation.

5.3

On-Going Cooperation

As Work proceeds, the Independent Engineer and the Environmental Monitor may: (a)

identify additional Submittals that the Independent Engineer will require for review; and

(b)

request additional coordination meetings at Site with the Design Engineer(s), the Construction Engineer, BC Hydro, the Environmental Monitor and the Contractor

and the Contractor will cooperate to provide such information and attend additional meetings. Main Civil Works – Appendix 2-7 [Leave to Commence] BC Hydro Site C Clean Energy Project 13841741_15|NATDOCS

The Engineer may not be satisfied with an application for Leave to Commence Construction, or a Component Authorization, notwithstanding the review of the Contractor’s Submittals by BC Hydro and the Independent Engineer. The Contractor will provide any and all additional documents, data and information requested by the Engineer which may be required before the Engineer is prepared to grant a Leave to Commence Construction or Component Authorization. The Contractor will fully cooperate with BC Hydro and the Independent Engineer in all aspects of the review and application process for each Leave to Commence Construction, including attending meetings with personnel from the office of the Comptroller of Water Rights and other Governmental Authorities. The Contractor will ensure that suitably qualified staff attend all such meetings as BC Hydro may require for the Contractor to properly explain the Contractor’s Submittals and to support the application for the Leave to Commence Construction. At the discretion of the Engineer, such meetings may be in Victoria, Vancouver, or on Site.

Main Civil Works – Appendix 2-7 [Leave to Commence] BC Hydro Site C Clean Energy Project 13841741_15|NATDOCS

EXHIBIT 2-7-1 Guide for Waterpower Projects Scope of Information and Reports by the Independent Engineer A.

Regulation of the Construction of Works The Engineer has the power to regulate the construction of works, which regulation may consider the following: 1.

The criteria for the design and construction of works to protect the public and the environment.

The criteria for the operation of the works to protect the interests of licensees, riparian owners and owners of land adjacent to the works, and protect the environment from adverse effects.

The construction activities that may adversely affect the public, the environment and the interests of licensees, riparian owners and owners of land adjacent to the works.

If the Engineer has determined that the construction of works may be hazardous to the public and the environment, or the interests of licensees, riparian owners and owners of land adjacent to the works may be adversely affected, the Engineer may issue an order that directs the Licensee to change the manner in which the works are constructed to remove the hazard and adverse effect.

Main Civil Works – Exhibit 2-7-1 [Guide for Waterpower Projects – Scope of Information and Reports by the Independent Engineer] BC Hydro Site C Clean Energy Project 13841741_15|NATDOCS

Information and Reports The Licensee is required under clause (i) of the Licence to submit to the Engineer the following: a. b. c. d. e.

plans that show the general arrangement of the works; criteria for the design of the works; criteria for the operation of the works; a schedule for the construction of the works; an environmental management plan (EMP) for the management and mitigation of construction impacts.

The Licensee is also required under clause (j) to ensure that the design drawings for the works to be constructed are signed and sealed by a professional engineer registered in the province of British Columbia (the “Design Engineer”). These submissions by the licensee are the basis for the regulation of the construction of the works. The Independent Engineer is directed to review the submissions and provide the Engineer with reports as follows: 1.

Compare the plans showing the general arrangement of the works to the works described by the Licence and describe any differences.

Assess the criteria for the design of the works to determine if works constructed to these criteria will be a hazard to the public and the environment.

Assess the criteria for the operation of the works to determine if works operated to these criteria will protect the interests of licensees, riparian owners and owners of land adjacent to the works, and protect the environment from adverse impacts.

Assess the schedule for the construction of the works to determine if there are any practical matters in relation to the conditions in the Licence and the EMP; and the interests of the public, licensees, riparian owners and owners of land adjacent to the works that the Engineer should consider in the regulation of the works.

Assess the design drawings for the construction of the works to determine if they are in accordance with the criteria for the design and operation of the works, and they are signed and sealed by the Design Engineer.

Assess the schedule for the construction of the works and the design drawings for the construction of the works to determine the frequency of the submission by the Licensee of the reports on the progress of construction.

Review the reports submitted by the Licensee on the progress of the construction of the works to determine if any of the construction activities should be adjusted to reduce the future hazard posed by the works on the public and the environment.

Summarize any outstanding matters that would make the works a hazard to the public and the environment when the Licensee submits a schedule for testing the works.

Main Civil Works – Exhibit 2-7-1 [Guide for Waterpower Projects – Scope of Information and Reports by the Independent Engineer] BC Hydro Site C Clean Energy Project 13841741_15|NATDOCS

The Independent Engineer will prepare a recommendation report for the Engineer on the review of items 1) to 4) above for the issuance of Leave to Commence Construction. The Independent Engineer will prepare a recommendation report for the Engineer, copy to the Licensee, Design Engineer and the Construction Engineer, on the review of items 5) and 6) if the actual construction of a particular component of the project may proceed. The Engineer may direct the Independent Engineer to provide additional information and reports as may be required for the regulation of the construction of the works. The Independent Engineer will discuss and clarify with the Design Engineer and the Construction Engineer any matters that may need further action. If the Independent Engineer is unable to resolve such matters, the Independent Engineer must immediately notify the Engineer. The Engineer will contact the Licensee, and resolve the matter. D.

Environmental Monitor The Licensee is required to retain a person (the “Environmental Monitor”) to observe and report on the activities of constructing the works in relation to the requirements under the environmental management plan (the “EMP”). The Independent Engineer will be provided a copy of the report by the Environmental Monitor. The Independent Engineer will review the reports by the Environmental Monitor and advise the Engineer in a written report if the construction activities are adversely affecting the environment and the interests of licensees, riparian owners and owners of land adjacent to the works. The Independent Engineer and the Environmental Monitor will communicate with each other during the construction of the works to coordinate their activities to provide information to the Engineer for proper regulation of the construction of the works.

Leave to Commence Construction The Licensee may divide the construction of the works into phases. Before the Engineer grants leave to commence construction of any phase of the works, the Engineer must be satisfied that the Licensee has met the requirements under clause (i) of the licence. The Independent Engineer will provide the Engineer with information and reports as set out in Section C. above for each phase in the construction of the works. The information and reports are to be provided in a timely manner in accordance with the schedule for the construction of the works. Based on information submitted by the Independent Engineer, the Engineer may issue a leave to commence construction for a particular phase of the project, subject to the Independent Engineer reviewing design drawings and giving consent for construction to proceed.

Undertaking and Monitoring of Construction The Independent Engineer will review the design drawings for the construction of the works, and prepare a report as set out in Section C before giving consent that construction may be undertaken. The Independent Engineer will identify in the report to the Engineer the components within each phase of the construction of the works that are critical for regulating the construction of the works to protect the public and the environment, and the interests of

Main Civil Works – Exhibit 2-7-1 [Guide for Waterpower Projects – Scope of Information and Reports by the Independent Engineer] BC Hydro Site C Clean Energy Project 13841741_15|NATDOCS

licensees, riparian owners and owners of land adjacent to the works, and protect the environment from adverse effects. A cover letter, with a copy to the Licensee, Design Engineer and the Construction Engineer, would make recommendation if construction of that particular component of works may be undertaken, and this would be sufficient for the Construction Engineer to proceed with construction. The Independent Engineer will schedule site inspections to verify that the conditions for the construction of the critical components are in accordance with the construction plans, and provide the Engineer with a report on the outcome of the inspection. G.

Testing the Operation The Independent Engineer will monitor the testing of the operation of the works to determine if the operation poses a hazard to the public and the environment, and submit to the Engineer a report on the outcome of the monitoring.

Acceptance The information and reports to be provided by the Independent Engineer to the Engineer as set out above is acceptable to:

Name:

Date: Independent Engineer

AND The Licensee agrees to retain the Independent Engineer to provide the information and reports to the Engineer as set out above.

Name:

Date: Licensee

Main Civil Works â&#x20AC;&#x201C; Exhibit 2-7-1 [Guide for Waterpower Projects â&#x20AC;&#x201C; Scope of Information and Reports by the Independent Engineer] BC Hydro Site C Clean Energy Project 13841741_15|NATDOCS

EXHIBIT 2-7-2 Guide for Waterpower Projects Scope of Information and Reports by the Environmental Monitor A.

Preamble [Name] (the “Licensee”) is proceeding with the construction of the [Name] Waterpower Project (the “Project”). The Project, located on [name of stream], is authorized by Conditional Water Licence [Number] (the “Licence”), which forms part of this document. The works of the Project are described under clause (h) of the licence. The Licensee is required under clause (i) 3) of the Licence to prepare an environmental management plan (the “EMP”) for the management and mitigation of construction impacts, which plan is to be to the satisfaction of the Engineer under the Water Act (the “Engineer”). The Licensee is required under clause (i) 2) of the Licence to retain a person with professional qualifications (the “Environmental Monitor”) who will monitor environmental impacts from the construction of works. The monitor will also provide information and reports under the direction of the Engineer on compliance of the construction with the EMP. The Licensee is also required to retain an Independent Engineer as set out in the Licence. The EMP are the provisions that meet the collective requirements of (list the provincial and federal agencies that contributed to the development of the EMP) and the Engineer under the Water Act (the “Engineer”) to mitigate the effects of the construction activities. The information and reports by the Environmental Monitor will be provided to (list the provincial and federal agencies that contributed to the development of the EMP) and the Engineer. Each agency will take action on the information and reports provided by the Environmental Monitor in accordance with the jurisdiction of the agency.

Regulation of the Construction of Works The Engineer has the power to regulate the construction of works, which regulation may consider the construction activities that may adversely affect the public, the environment and the interests of licensees, riparian owners and owners of land adjacent to the works. If the Engineer has determined that the construction activities may be hazardous to the interests of licensees, riparian owners and owners of land adjacent to the works and the environment, the Engineer may issue an order that directs the Licensee to change the manner in which the works are constructed to remove the hazardous condition.

Information and Reports The Environmental Monitor is responsible for observing the methods of construction and preparing information and reports on the compliance of the construction activities with the EMP.

Main Civil Works – Exhibit 2-7-2 [Guide for Waterpower Projects – Scope of Information and Reports by the Environmental Monitor] BC Hydro Site C Clean Energy Project 13841741_15|NATDOCS

The information and the reports to be provided by the Environmental Monitor to (list the provincial and federal agencies that contributed to the development of the EMP) and the Engineer and must include the following: 1.

Review the EMP and develop a work plan that sets out the following:

•

The frequency of inspecting the construction activities.

•

The manner in which notice is to be given to the parties for a construction activity that is not in compliance with the EMP.

•

A process for escalating enforcement of compliance of construction activities with the EMP.

•

The format and frequency for the preparation of reports on the compliance of the construction activities with the EMP.

Reports on meetings with the Licensee and the Construction Engineer to develop a strategy to communicate to the workers on the construction site the following:

•

the requirements of the EMP,

•

the potential environmental impacts, and

•

the authority of the Environmental Monitor.

Reports on matters that arise during the construction and testing of the works that are not described in the EMP. If cannot be resolved by discussion with the licensee and the Construction Engineer, obtain direction from the Engineer and (list the provincial and federal agencies that contributed to the development of the EMP) for the mitigation of these matters.

Provide any other information or advice required by the Engineer and (list the provincial and federal agencies that contributed to the development of the EMP) that is required to ensure that the construction and commissioning of the works is in accordance with the EMP.

Independent Engineer The Licensee is required under clause (i) 1) of the Licence to retain an Independent Engineer who will provide information and reports under the direction of the Engineer regarding the design and construction of the works. The Independent Engineer and the Environmental Monitor will communicate with each other during the construction of the works to coordinate their activities to provide information to the Engineer for proper regulation of the construction of the works.

Delegation of Duties of Environmental Monitor When the Environmental Monitor is unable to personally observe and report on the construction activities, the persons who have the same authority as the Environmental Monitor to observe and report on construction activities are:

Main Civil Works – Exhibit 2-7-2 [Guide for Waterpower Projects – Scope of Information and Reports by the Environmental Monitor] BC Hydro Site C Clean Energy Project 13841741_15|NATDOCS

1. 2. F.

Name 1 Name 2

Testing the Operation When the Licensee submits a schedule for testing the operation of the works, the Environmental Monitor will inspect the site and report to (list the provincial and federal agencies that contributed to the development of the EMP) and the Engineer on any matters that would make the works a hazard to the public and the environment. The Environmental Monitor will observe the testing of the operation of the works to determine if the operation poses a hazard to the public and the environment, and submit to the Engineer a report on the outcome of the monitoring.

Authority to Stop Construction Activities The plan prepared by the Environmental Monitor for escalating the enforcement of compliance of construction activities with the EMP includes a provision that the Environmental Monitor may direct the Construction Engineer to stop a construction activity. The authority of the Environmental Monitor to stop a construction activity pertains only to those matters under the jurisdiction of (list the provincial and federal agencies that contributed to the development of the EMP). An order to stop a construction activity that affects the interests of licensees, riparian owners and owners of land adjacent to the works may only be given by the Engineer.

Acceptance The information and reports to be provided by the Environmental Monitor to the Engineer as set out above is acceptable to:

Name:

Date: Environmental Monitor

AND The Licensee agrees to retain the Environmental Monitor to provide the information and reports to the Engineer set out above.

Name:

Date: Licensee

Main Civil Works â&#x20AC;&#x201C; Exhibit 2-7-2 [Guide for Waterpower Projects â&#x20AC;&#x201C; Scope of Information and Reports by the Environmental Monitor] BC Hydro Site C Clean Energy Project 13841741_15|NATDOCS

MAIN CIVIL WORKS CONTRACT APPENDIX 2-8 SHAREPOINT TECHNICAL REQUIREMENTS FOR CONTRACTORS

TECHNICAL REQUIREMENTS

The Contractor should have Internet Explorer 8, 32-bit in order to properly use all the functionality on the Site C Document Control SharePoint site. Other browser versions may be only partially supported or not supported at all. 2

DOCUMENT LIBRARY ORGANIZATION

Within the SharePoint site, there will be one document transfer library. 3

UPLOADING TO SHAREPOINT

In uploading a Contract Record to the SharePoint site, the Contractor will: (a)

create a document set in the document transfer library specifically for that Contract Record;

(b)

for Submittals, enter in the “Name” field for that document set the submission date for that Submittal and a reference number for that Submittal, in the format: PRH01-[five-digit sequential reference number]; and

(c)

for Administrative Correspondence, enter in the “Name” field for that document set the submission date for that Submittal and the document type of that Administrative Correspondence (e.g. letter, memo, invoice etc.), in the format: PRH01-[document type].

DOCUMENT NAMING

Names should be kept as short as possible, keeping in mind the 256 character (URL) limit. Do not use the following characters anywhere in the file or folder name: Tilde ~

Plus sign +

Angle brackets < >

Asterisk *

Number sign #

Pipe |

Question mark ?

Braces { }

Percent %

Quotation mark “

Slash /

Backslash \

Ampersand &

Colon :

Do not use the period character (.) consecutively in the middle of a file name. Do not use the period character (.) at the end of a file name. Main Civil Works – Appendix 2-8 [SharePoint Technical Requirements for Contractors] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

Do not start a file name by using the period character (.). Do not start a file or folder name using the underscore (_) character. 5

FILE SIZE LIMITATIONS

There is a maximum upload file size of 50 MB per file when using the “Explorer View” function. There is a maximum upload file size of 2 GB per file when using the “Upload Document” function. 6

FILE TYPE LIMITATIONS

The following file extensions cannot be uploaded into a BC Hydro SharePoint library and files having any such file extensions should be submitted in accordance with Section 7 of this Appendix 2-8 [SharePoint Technical Requirements for Contractors]: ade

cmd

hlp

lnk

mda

msp

psc1

stm

adp

cnt

hpj

mad

mde

mst

psc2

svc

app

com

hta

maf

mdt

ops

pst

url

asa

config

htr

mag

mdw

pcd

reg

ashx

cpl

htw

mam

mdz

pif

rem

vbe

asmx

crt

ida

maq

msc

scf

vbs

asp

csh

idc

mar

msh

prf

scr

bas

der

idq

mas

msh1

prg

sct

wsc

bat

dll

ins

mat

msh1xml

printer

shb

wsf

cdx

exe

isp

mau

msh2

ps1

shs

wsh

cer

fxp

its

mav

msh2xml

ps1xml

shtm

chm

gadget

jse

maw

mshxml

ps2

shtml

class

grp

ksh

mcf

msi

ps2xml

soap

ALTERNATIVE OPTIONS FOR SUBMITTING DOCUMENTS

If the files being submitted by the Contractor are not compatible with the technical specifications for the SharePoint site (e.g., too large, unsupported file format) one of the following methods should be used to submit: (a)

USB key sent via courier; or

(b)

solid state hard drive sent via courier.

Main Civil Works – Appendix 2-8 [SharePoint Technical Requirements for Contractors] BC Hydro Site C Clean Energy Project 5759626_75|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 3 ROLES AND REPRESENTATIVES TABLE OF CONTENTS 1

INTERPRETATION.......................................................................................................................... 1 1.1

Definitions .................................................................................................................................. 1 HYDRO’S REPRESENTATIVE ....................................................................................................... 1

2.1 2.2 2.3 2.4 2.5 3

Appointment of Hydro’s Representative .................................................................................... 1 Authority of Hydro’s Representative .......................................................................................... 1 Delegation of Hydro’s Representative’s Authority ..................................................................... 1 Role of Hydro’s Representative ................................................................................................. 1 Contract Interpretation ............................................................................................................... 2 CONTRACTOR’S REPRESENTATIVE AND KEY INDIVIDUALS ................................................. 3

3.1 3.2 3.3 3.4

Appointment of Contractor’s Representative ............................................................................. 3 Authority of Contractor’s Representative ................................................................................... 3 Delegation of Contractor’s Representative’s Authority .............................................................. 3 Key Individuals ........................................................................................................................... 3

Main Civil Works – Schedule 3 [Roles and Representatives] BC Hydro Site C Clean Energy Project 5765788_18|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 3 ROLES AND REPRESENTATIVES 1

INTERPRETATION

1.1

Definitions

In this Schedule 3 [Roles and Representatives], in addition to the definitions set out in Schedule 1 [Definitions and Interpretation]: “Contractor’s Representative” has the meaning set out in Section 3.1 of this Schedule 3 [Roles and Representatives]; and “Hydro’s Representative” has the meaning set out in Section 2.1 of this Schedule 3 [Roles and Representatives]. 2

HYDRO’S REPRESENTATIVE

2.1

Appointment of Hydro’s Representative

BC Hydro will appoint an individual (“Hydro’s Representative”) to be BC Hydro’s single point of contact with respect to the Contract. BC Hydro will give prompt written notice of such appointment to the Contractor. BC Hydro will, at all times, have an individual appointed as Hydro's Representative. If, for any reason, the appointed Hydro’s Representative’s appointment is discontinued, then BC Hydro will appoint a replacement and give prompt written notice to the Contractor of such replacement. If, at any time, the Contractor’s Representative, acting reasonably, objects to Hydro’s Representative, then BC Hydro will give consideration to replacing Hydro’s Representative with a Person acceptable to the Contractor’s Representative. Hydro’s Representative may, at BC Hydro’s election, be an employee of BC Hydro, or be a consultant or other third party. 2.2

Authority of Hydro’s Representative

Hydro’s Representative will have authority to act on behalf of BC Hydro only to the extent expressly set out in the Contract Documents, including as described in Section 2.4 of this Schedule 3 [Roles and Representatives], but otherwise Hydro’s Representative will not have the authority to execute or agree to any amendments to the Contract or to waive any of BC Hydro’s rights under the Contract. Hydro’s Representative’s authority, as set out in the Contract Documents, will not relieve the Contractor of any of its duties, obligations or responsibilities under the Contract to perform the Work in accordance with the requirements of the Contract Documents, and Hydro’s Representative will not be responsible for or have control of the performance of the Work. Hydro’s Representative will not be responsible for or have control over the acts or omissions of the Contractor or other Persons engaged by or through them. 2.3

Delegation of Hydro’s Representative’s Authority

Hydro’s Representative may, by written notice to the Contractor with details of the nature and extent of the delegation, delegate to others some or all of Hydro’s Representative’s authority under the Contract. 2.4

Role of Hydro’s Representative

The role of Hydro’s Representative will be to: (a)

provide administration of the Contract as described in the Contract Documents; Main Civil Works – Schedule 3 [Roles and Representatives]

BC Hydro Site C Clean Energy Project 5765788_18|NATDOCS

(b)

provide the Contractor with additional instructions in the form of specifications, drawings, samples, models or other written instructions, to supplement the previously issued Contract Documents, as may be necessary for the performance of the Work;

(c)

without derogating from or negating any of Hydro’s Representative’s other obligations set out in the Contract Documents, act as BC Hydro’s representative and agent to protect BC Hydro’s interests under the Contract;

(d)

make all commercially reasonable efforts to respond promptly to the Contractor’s requests for additional instructions, and, if it becomes apparent that a number of additional instructions will be required, then cooperate with the Contractor to establish a schedule for the issuance of such additional instructions;

(e)

in accordance with the requirements of the Contract Documents, review and take appropriate action upon receiving Submittals, including: (i)

shop drawings, product data and samples; and

(ii)

written guarantees, warranties and manuals to be provided by the Contractor;

(f)

except as expressly set out otherwise in the Contract Documents, when required, set out or cause to be set out survey monuments or control points at the Site, sufficient to enable the Contractor to determine the required lines and grades for the performance of the Work;

(g)

prepare, sign and issue Preliminary Change Instructions, Change Orders and Change Directives in accordance with the requirements of Schedule 12 [Changes];

(h)

review supporting documentation as required to determine the amounts owing to the Contractor under the Contract and perform the tasks relating to payment as required by the Contract Documents, including Schedule 11 [Payment and Prices];

(i)

perform inspections of the Work and the performance of the Work; and

(j)

undertake all other duties of Hydro’s Representative as described in the Contract Documents.

2.5

Contract Interpretation

(a)

Hydro’s Representative will be, in the first instance, the interpreter of the Contract Documents and the judge of the performance of BC Hydro and the Contractor. Hydro’s Representative’s interpretations and judgments will be consistent with the Contract Documents and, in making such interpretations and judgments, Hydro’s Representative will not show partiality to either party. With respect to interpretation of the Contract Documents: (i)

either party may, at any time, by written request, refer any question relating to the Contract, including questions regarding claims relating to the performance of the Work or questions regarding the interpretation of the Contract Documents, to Hydro’s Representative for a written interpretation;

(ii)

Hydro’s Representative will, within ten days of a written request, or such other period of time (longer or shorter) as reasonably required in the circumstances, deliver a written interpretation to each of BC Hydro and the Contractor’s Representative; and

(iii)

if a party disputes an interpretation of Hydro’s Representative, then the disputing party may deliver a Dispute Notice to have the matter dealt with as a Dispute pursuant to Schedule 14 [Dispute Resolution Procedure]. Main Civil Works – Schedule 3 [Roles and Representatives]

BC Hydro Site C Clean Energy Project 5765788_18|NATDOCS

(b)

The Contractor will proceed with the performance of the Work without delay in accordance with any written direction, instruction or decision given by Hydro’s Representative with respect to a requested interpretation, without prejudice to the Contractor’s rights to dispute the interpretation or the written direction, instruction or decision, pursuant to Section 2.5(a)(iii) of this Schedule 3 [Roles and Representatives].

CONTRACTOR’S REPRESENTATIVE AND KEY INDIVIDUALS

3.1

Appointment of Contractor’s Representative

The Contractor will, upon executing the Agreement, designate in writing an individual (the “Contractor’s Representative”) to be the Contractor’s representative and single point of contact with respect to the Contract. The Contractor will give prompt written notice of such appointment to Hydro’s Representative for Consent. If, for any reason, the appointed Contractor’s Representative’s appointment is discontinued, then the Contractor will, as soon as practicable, appoint a replacement and give prompt written notice to Hydro’s Representative of such replacement. If, at any time, Hydro’s Representative, acting reasonably, objects to the Contractor’s Representative, then the Contractor will give consideration to replacing the Contractor’s Representative with a Person acceptable to Hydro’s Representative. The Contractor’s Representative may, at the Contractor’s election, be an employee of the Contractor, or be a consultant or other third party. 3.2

Authority of Contractor’s Representative

The Contractor’s Representative will have full authority to act on behalf of and bind the Contractor under the Contract and be the Contractor’s Representative and agent to protect the Contractor’s interests under the Contract. The Contractor’s Representative may consult with other representatives of the Contractor before giving any response, direction or consent as may be required under the Contract. 3.3

Delegation of Contractor’s Representative’s Authority

The Contractor’s Representative may, by written notice to Hydro’s Representative with details of the nature and extent of the delegation, delegate to others some or all of the Contractor’s Representative’s authority under the Contract. 3.4

Key Individuals

(a)

The Contractor represents to BC Hydro that the following are the Key Individuals for the Work as at the Effective Date:

Main Civil Works – Schedule 3 [Roles and Representatives] BC Hydro Site C Clean Energy Project 5765788_18|NATDOCS

Within 60 days of the Effective Date, the Contractor will submit to Hydro’s Representative for Consent proposed individuals (with resumes and qualifications) to fulfill the following Key Individual roles: (xix)

RCC Buttress Construction Manager; and

(xx)

Materials Manager,

and upon acceptance by BC Hydro, such individuals will be deemed to be Key Individuals. (b)

With respect to the Key Individuals: (i)

the Contractor will provide the Key Individuals;

(ii)

the Contractor will ensure that the Key Individuals will be available to provide the commitment specified in respect of Key Individuals and will give the performance of the Work sufficient priority over other work, tasks and assignments that they may otherwise have assigned to them in order to ensure performance of the Work in compliance with the Contract;

(iii)

none of the Key Individuals will be changed without Hydro’s Representative’s prior written consent, not to be unreasonably withheld but which consent may be subject to the Contractor satisfying Hydro’s Representative, acting reasonably, that the proposed replacement personnel have comparable or superior qualifications and experience to the personnel whom they are proposed to replace; and

(iv)

any changes to Key Individuals made pursuant to Section 3.4(b)(iii) of this Schedule 3 [Roles and Representatives] will be at no extra cost or expense to BC Hydro.

Main Civil Works – Schedule 3 [Roles and Representatives] BC Hydro Site C Clean Energy Project 5765788_18|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 4 WORK PROGRAM AND SCHEDULE TABLE OF CONTENTS 1

INTERPRETATION.......................................................................................................................... 1 1.1

Definitions .................................................................................................................................. 1 WORK PROGRAM AND SCHEDULE ............................................................................................ 1

2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 3

Consultation Draft ...................................................................................................................... 1 Work Program and Schedule ..................................................................................................... 1 Standard for Work Program and Schedule ................................................................................ 3 Contractor’s Scheduling Capacity and Expertise ...................................................................... 3 P6-Base Work Program and Schedule ...................................................................................... 3 Mobilization Schedule ................................................................................................................ 4 Monthly Progressive Amendments to the P6-Base Work Program and Schedule ................... 4 Work Program and Schedule Monthly Progress Report............................................................ 4 Look-Ahead Schedules .............................................................................................................. 6 Additional Schedule Information ................................................................................................ 7 COMPLIANCE WITH WORK PROGRAM AND SCHEDULE......................................................... 7

3.1

Perform Work in Accordance with Work Program and Schedule .............................................. 7

APPENDIX 4-1 BC HYDRO PROJECT SCHEDULE APPENDIX 4-2 WORK PROGRAM AND SCHEDULE

Main Civil Works – Schedule 4 [Work Program and Schedule] BC Hydro Site C Clean Energy Project 5767437_20|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 4 WORK PROGRAM AND SCHEDULE 1

INTERPRETATION

1.1

Definitions

In this Schedule 4 [Work Program and Schedule], in addition to the definitions set out in Schedule 1 [Definitions and Interpretation]: “Mobilization Schedule” has the meaning set out in Section 2.6 of this Schedule 4 [Work Program and Schedule]; “Monthly Progress Report” has the meaning set out in Section 2.8 of this Schedule 4 [Work Program and Schedule]; “P6-Base Work Program and Schedule” has the meaning set out in Section 2.5 of this Schedule 4 [Work Program and Schedule]; and “Work Program and Schedule” has the meaning set out in Section 2.2 of this Schedule 4 [Work Program and Schedule]. 2

WORK PROGRAM AND SCHEDULE

2.1

Consultation Draft

The Contractor will within 45 days after the Effective Date, or by such later date as Hydro’s Representative may agree to in writing, prepare and submit to Hydro’s Representative For Information Only a complete draft work schedule that conforms to the requirements of Section 2.2 of this Schedule 4 [Work Program and Schedule]. Hydro’s Representative and the Contractor’s Representative, together with each of their respective lead schedulers, will meet over the 30 days following delivery of the draft work schedule to consult with each other with respect to such draft work schedule to address any deficiencies in such schedule. 2.2

Work Program and Schedule

The Contractor will prepare the work schedules as required under the Contract Documents (each a “Work Program and Schedule”) that complies with the following: (a)

that is a resource loaded Primavera P6 Schedule in the version specified by BC Hydro in both PDF and native Primavera xer formats;

(b)

that is based on Appendix 4-2 [Work Program and Schedule];

(c)

which complies with: (i)

Appendix 4-1 [BC Hydro Project Schedule];

(ii)

the Interface Dates and Milestone Dates;

Main Civil Works – Schedule 4 [Work Program and Schedule] BC Hydro Site C Clean Energy Project 5767437_20|NATDOCS

(iii)

the required construction sequences for the Right Bank Drainage Tunnel, Approach Channel Stage 1 and RCC Buttress set out in Drawing 1016-C02-00413 of Appendix 6-3 [Drawings]; and

(iv)

the timing for the installation and commissioning of instrumentation set out in Drawing 1016-C02-05008 of Appendix 6-3 [Drawings];

(d)

that describes the complete performance of the Work;

(e)

that is prepared in accordance with Section 2.3 of this Schedule 4 [Work Program and Schedule]; and

(f)

that, at a minimum includes: (i)

a comprehensive narrative highlighting work calendars, constraints, assumptions and a narrative that describes the critical path and how information or access required from BC Hydro affects that critical path;

(ii)

detailed equipment and manpower reports/histograms from Primavera P6 by showing worker classifications and equipment type;

(iii)

construction sequencing in six month intervals (unless Hydroâ&#x20AC;&#x2122;s Representative requires a shorter interval);

(iv)

staging drawings as required to support the Work Program and Schedule in PDF and native AutoCAD formats taking into consideration work that has been performed by Other Contractors that may affect the Work;

(v)

key Milestone events, including key dates for decisions;

(vi)

critical path(s) for the following: (A)

the Work as a whole;

(B)

each of the major elements of the Work as described in Section 2.3(a) of this Schedule 4 [Work Program and Schedule]; and

(C)

longest path for the completion of the Work;

(vii)

including coding of activities to follow BC Hydro WBS in Primavera P6 Activity Code as may be specified by BC Hydro for its own use;

(viii)

dates by which key decisions must be made by BC Hydro for the performance of the Work;

(ix)

all design workshops;

(x)

procurement, permitting, construction, and commissioning schedule for all Work activities;

(xi)

all Submittals as required by the Contract Documents; and

(xii)

each Price Item as set out in Appendix 11-1 [Schedule of Prices and Estimated Quantities].

Main Civil Works â&#x20AC;&#x201C; Schedule 4 [Work Program and Schedule] BC Hydro Site C Clean Energy Project 5767437_20|NATDOCS

2.3

Standard for Work Program and Schedule

The Work Program and Schedule will be: (a)

prepared in sufficient detail to enable Hydro’s Representative to monitor the progress of all elements and aspects of the Work;

(b)

prepared in accordance with Good Industry Practice for a large complex project similar to the Work, which accordingly, given the nature, size and complexity of the Work: (i)

will include no fewer than 1,000 activities;

(ii)

will not include loose-end activities other than Work commencement and Total Completion;

(iii)

will not excessively use lags;

(iv)

will not use negative lags;

(v)

will not use start to finish relationships;

(vi)

will not include activities with negative float;

(vii)

will not include unjustified constraints;

(viii)

will not include activity durations exceeding two reporting cycles;

(ix)

will clearly highlight any activity or information required to be performed by BC Hydro to support the Work; and

(x)

will demonstrate how the Contractor will achieve all of the Interface Dates and Milestone Dates; and

(c)

capable of achieving at least an 85% “Fuse Schedule Index” when analysed using the most upto-date Acumen Fuse software.

2.4

Contractor’s Scheduling Capacity and Expertise

The Contractor will, as part of the Work, provide a scheduler(s) who has a minimum of seven years’ scheduling experience with Primavera P6 software and experience in large complex projects similar to the Work, and will cause such scheduler(s) to prepare all the Work Program and Schedule, and amendments and progressions as required by the Contract Documents. The Contractor’s scheduler will be based at the Site and available during normal business hours to provide BC Hydro with schedules and schedule updates in accordance with the requirements of the Contract Documents. The Contractor’s scheduler will be fluent in English and will be able to effectively communicate with BC Hydro in English. 2.5

P6-Base Work Program and Schedule

The Contractor will within 30 days following the end of the consultation period described in Section 2.1 of this Schedule 4 [Work Program and Schedule], or by such later date as Hydro’s Representative may agree to in writing, prepare and submit to Hydro’s Representative for Consent a further revised and expanded Work Program and Schedule that is prepared by the Contractor’s scheduler as required by Section 2.4 of this Schedule 4 [Work Program and Schedule], and meets the requirements of Section 2.2 Main Civil Works – Schedule 4 [Work Program and Schedule] BC Hydro Site C Clean Energy Project 5767437_20|NATDOCS

and 2.3 of this Schedule 4 [Work Program and Schedule] and when BC Hydro gives Consent such Work Program and Schedule will be the reference or “base” schedule (the “P6-Base Work Program and Schedule”). 2.6

Mobilization Schedule

The parties will cooperate to develop a detailed schedule (“Mobilization Schedule”), based on the P6Base Work Program and Schedule, covering all aspects of the commencement of the Work covering the first 120 days following the Effective Date. The Mobilization Schedule will include dates for the exchange of Submittals and other documentation exchanges as required by the Contract Documents. 2.7

Monthly Progressive Amendments to the P6-Base Work Program and Schedule

The Contractor will, within three Business Days of the first day of each month, or more frequently as reasonably required for BC Hydro to monitor the progress of the Work as described in Section 2.3 of this Schedule 4 [Work Program and Schedule], prepare and deliver progressive amendments to the P6-Base Work Program and Schedule to Hydro’s Representative for Review describing the actual progress of the Work current to the last day of the previous calendar month and incorporating any time adjustments as permitted under the Contract Documents. The Contractor will develop the amendments to the Work Program and Schedule using critical path methodology, in PDF format and native Primavera xer format. The P6-Base Work Program and Schedule will be capable of achieving at least a 70% rating when analysed using the most up-to-date “US Defense Contract Management Agency 14-point Schedule Assessment”. All updates or revisions to the Work Program and Schedule will be based on and referable to the P6-Base Work Program and Schedule except as both parties may agree in writing, acting reasonably. 2.8

Work Program and Schedule Monthly Progress Report

Within seven calendar days of every month the Contractor will submit to Hydro’s Representative a monthly report on the progress of the Work (the “Monthly Progress Report”) describing the actual progress of the Work current to the last day of the previous calendar month. The Monthly Progress Report will: (a)

cover all significant aspects of the Work;

(b)

include: (i)

an executive summary;

(ii)

a summary of any material risks, including with respect to schedule, safety, quality, environment;

(iii)

a narrative of major events, including:

(iv)

(A)

a summary of Work completed by major work area and percent complete of such work areas;

(B)

percent complete of all Work; and

(C)

the plan for the performance of the Work for the upcoming month;

colour photographs sufficient to record the progress of the Work at least daily of all significant areas of Work at the Site;

Main Civil Works – Schedule 4 [Work Program and Schedule] BC Hydro Site C Clean Energy Project 5767437_20|NATDOCS

(v)

schedules comparing actual progress of the Work to the latest updated Work Program and Schedule, identifying critical path activities in the Work. The summary schedules will be based on the electronic scheduling performed in accordance with the requirements of Section 2.5 of this Schedule 4 [Work Program and Schedule] and will include a narrative describing the variances and the reason for the variances that are made from the previous monthâ&#x20AC;&#x2122;s Monthly Progress Report. The following information will also be provided: (A)

list of new activities added;

(B)

list of logic changes;

(C)

list of out of sequence activities;

(D)

reasons for re-sequencing of work activities; and

(E)

impact to the critical path;

(vi)

graphs, schematics or other visual aids showing actual progress compared to scheduled progress, such as volumes of excavation and placement, RCC concrete production;

(vii)

where critical path activities are behind schedule, a description of the actions taken or to be taken to respond;

(viii)

actual manpower allocations on Site for the preceding month and a forecast of manpower allocation, on a daily basis, for the next month, including a comparison with the forecast contained in the previous Monthly Progress Report. This will be broken out by manpower type including local workers, workers in onsite accommodation, Aboriginal workers, etc.;

(ix)

actual construction equipment on Site and a forecast for the next month, including a comparison with the forecast in the previous Monthly Progress Report and reports of any significant breakdowns and actions to be taken to repair or replace significant construction equipment which is out of service;

(x)

an inventory of construction materials on Site compared to current and forecast consumption;

(xi)

scheduled delivery dates for all major temporary and permanent equipment;

(xii)

an inventory of the permanent equipment that has been received on Site, its current location and storage provisions relative to the storage requirements specified or recommended by the manufacturer;

(xiii)

a summary safety report identifying any lost time accidents, any noticeable trends, including comparisons with Worksafe BC construction industry safety statistics, and actions being taken to improve safety;

(xiv)

a summary environmental report identifying any incidents and non-compliance and actions taken or to be taken to correct same;

(xv)

a summary of change management including finalized and pending Preliminary Change Instructions, Change Reports, Change Directives and Change Orders;

(xvi)

a summary of any pending Disputes and material Claims;

Main Civil Works â&#x20AC;&#x201C; Schedule 4 [Work Program and Schedule] BC Hydro Site C Clean Energy Project 5767437_20|NATDOCS

(c)

(xvii)

a summary of any issues with the work of Other Contractors or BC Hydro relating to work adjoining the Work, including schedule or safety issues;

(xviii)

a summary of any socio-economic issues, such as local hire, Aboriginal labour and contract inclusion, communications, labour relations; and

(xix)

a summary of contract administration including document control, insurance, bonds, letters of security, regulatory, permits, properties, public affairs;

include a summary of financial matters, including: (i)

Guest accommodation in excess of the Contractor’s Daily 72 hour Confirmation;

(ii)

monthly electrical power usage and forecast for upcoming three months; and

(iii)

monthly fuel usage and forecast for upcoming three months;

(d)

include additional information reasonably requested by Hydro’s Representative to demonstrate and document the progress of the Work and compliance of the Work with the requirements of the Contract Documents; and

(e)

be submitted as two hard copies and one electronic copy in PDF format.

The Monthly Progress Report will be submitted for Review, in a form satisfactory to Hydro’s Representative acting reasonably, and if any part of the Monthly Progress Report is not endorsed by Hydro’s Representative as “Accepted” then the Contractor will, before making the next application for payment under Schedule 11 [Prices and Payment], provide the correct or missing information as described in the amendments or comments noted on the Monthly Progress Report by Hydro’s Representative. 2.9

Look-Ahead Schedules

The Contractor will within 90 days of the Effective Date, and thereafter every calendar week until Total Completion of the Work, deliver to Hydro’s Representative for Review a detailed short term look-ahead schedule showing all aspects of Work, including the status of Submittals, based on the then current P-6 Base Work Program and Schedule amended as required under Section 2.7 of this Schedule 4 [Work Program and Schedule. This three week look-ahead schedule will show the Contractor’s planned construction activities for the next-occurring three week period, including: (a)

critical path activities;

(b)

equipment deliveries;

(c)

estimated quantities of materials to be placed or installed;

(d)

any anticipated delays to the performance of the Work;

(e)

safety activities, such as critical lifts, hazardous materials testing; and

(f)

environmental activities, such as in-river works, permitting activities.

This three week look-ahead schedule will also show the Contractor’s actual progress of the Work for the preceding week.

Main Civil Works – Schedule 4 [Work Program and Schedule] BC Hydro Site C Clean Energy Project 5767437_20|NATDOCS

2.10

Additional Schedule Information

The Contractor will, from time to time during the performance of the Work, and as part of the Work at no additional cost to BC Hydro, provide detailed additional schedule information relating to the Work as BC Hydro reasonably requires to be able to monitor the performance and progress of the Work to the standard as described in Section 2.3 of this Schedule 4 [Work Program and Schedule]. 3

COMPLIANCE WITH WORK PROGRAM AND SCHEDULE

3.1

Perform Work in Accordance with Work Program and Schedule

The Contractor will: (a)

commence the Work promptly following the Effective Date; and

(b)

perform the Work: (i)

diligently without delay or interruption so as to complete each of the Milestones by no later than the Milestone Dates; and

(ii)

in compliance with the then current progression of the Work Program and Schedule, as may be updated under Section 2.7 of this Schedule 4 [Work Program and Schedule]. If, for any reason, the performance of the Work falls behind the schedule for the Work set out in the then current Work Program and Schedule, then: (A)

if, in accordance with the Contract Documents, the delay entitles the Contractor to an extension of the time for the performance of the Work, then the Contractor will, as part of the Work, include such extension in the next update to the Work Program and Schedule as provided under Section 2.5 of this Schedule 4 [Work Program and Schedule]; or

(B)

if, in accordance with the Contract Documents, the delay does not entitle the Contractor to an extension of the time for the performance of the Work, then the Contractor will, as part of the Work, take all such steps as are required to bring the Work back into conformity with the then current Work Program and Schedule.

Failure to comply with the requirements of this Section 3.1 of this Schedule 4 [Work Program and Schedule] will be deemed to be a default under the Contract to which the provisions of Section 15 of Schedule 2 [General Conditions] will apply.

Main Civil Works â&#x20AC;&#x201C; Schedule 4 [Work Program and Schedule] BC Hydro Site C Clean Energy Project 5767437_20|NATDOCS

MAIN CIVIL WORKS CONTRACT APPENDIX 4-1 BC HYDRO PROJECT SCHEDULE TABLE OF CONTENTS 1

INTERPRETATION.......................................................................................................................... 2 1.1

Definitions .................................................................................................................................. 2 PROJECT MILESTONES ................................................................................................................ 4

2.1 2.2 3

Project Schedule Milestone Table ............................................................................................. 4 Notes to Project Schedule Milestone Table ............................................................................... 7 DIVERSION ................................................................................................................................... 12

3.1 3.2 3.3

Early Diversion ......................................................................................................................... 12 Delayed Diversion .................................................................................................................... 13 Diversion Dependent Milestones and Interfaces ..................................................................... 13

Main Civil Works â&#x20AC;&#x201C; Appendix 4-1 [BC Hydro Project Schedule] BC Hydro Site C Clean Energy Project 12047615_33|NATDOCS

MAIN CIVIL WORKS CONTRACT APPENDIX 4-1 BC HYDRO PROJECT SCHEDULE 1

INTERPRETATION

1.1

Definitions

In this Appendix 4-1 [BC Hydro Project Schedule], in addition to the definitions set out in Schedule 1 [Definitions and Interpretation]: “Auxiliary Spillway” means the Auxiliary Spillway as shown on the Drawings; “Cofferdam Closure Milestones” has the meaning set out in Section 3.1(h) of this Appendix 4-1 [BC Hydro Project Schedule]; “Core Buttress” means the portion of the RCC Buttress designated as the Core Buttress on the Drawings; “Dam Buttress” means the portion of the RCC Buttress designated as the Dam Buttress on the Drawings; “Diversion Inlet Channel” means the Diversion Inlet Channel shown on Drawing 1016-C17-00105 of Appendix 6-3 [Drawings] that conveys water from the Peace River to the Diversion Tunnels; “Diversion Inlet Cofferdam” means the Stage 1 Cofferdam constructed at the Diversion Inlet Channel as shown on the Drawings; “Diversion Inlet Structures” means the reinforced concrete structures shown on Drawing 1016-C1700105 of Appendix 6-3 [Drawings] located at the inlets to the Diversion Tunnels which contain HydroMechanical Equipment for shutting off flow into the Diversion Tunnels; “Diversion Outlet Channel” means the Diversion Outlet Channel shown on Drawing 1016-C17-00105 of Appendix 6-3 [Drawings] that conveys water from the Diversion Tunnels to the Peace River; “Diversion Outlet Cofferdam” means the Stage 1 Cofferdam constructed at the Diversion Outlet Channel as shown on the Drawings; “Diversion Outlet Structures” means the reinforced concrete structures shown on Drawing 1016-C1700105 of Appendix 6-3 [Drawings] located at the outlets to the Diversion Tunnels which allow installation of stoplogs in order to dewater and access the Diversion Tunnels; “Diversion Tunnels” means Diversion Tunnel 01 and Diversion Tunnel 02, as shown on Drawing 1016C17-00105 of Appendix 6-3 [Drawings]; “Diversion Works Stage 2” means the Diversion Inlet Channel, Diversion Inlet Structures, Diversion Tunnels, Diversion Outlet Structures and Diversion Outlet Channel as shown on Drawing 1016-C1700105 of Appendix 6-3 [Drawings], excluding only the orifices and tunnel plugs shown on that Drawing; “Diversion Works Stage 2 Milestones” has the meaning set out in Section 3.1(g) of this Appendix 4-1 [BC Hydro Project Schedule];

Main Civil Works – Appendix 4-1 [BC Hydro Project Schedule] BC Hydro Site C Clean Energy Project 12047615_33|NATDOCS

“Drainage Gallery” means the Drainage Gallery in the RCC Buttresses as shown on the Drawings; “Earthfill Dam” means the Earthfill Dam as shown on the Drawings; “Gate Storage Chamber Pad” means the Gate Storage Chamber RCC Pad as shown on Drawing 1016C02-01007 of Appendix 6-3 [Drawings]; “Hydro-Mechanical Equipment” means the hydromechanical equipment for the diversion structures as described in Sections 13 60 00 of Appendix 6-2 [Technical Specifications]; “Interface” means an activity described in the Project Schedule Milestone Table in Section 2.1 of this Appendix 4-1 [BC Hydro Project Schedule] which has been assigned a number in the column entitled “Interface No.”; “Interface Date” means the date specified for an Interface in the Project Schedule Milestone Table in Section 2.1 of this Appendix 4-1 [BC Hydro Project Schedule]; “Laydown Area” means an area designated for temporary use during construction of the Project and that can be used for any construction purpose unless otherwise specifically excluded; “Milestone” means an activity described in the Project Schedule Milestone Table in Section 2.1 of this Appendix 4-1 [BC Hydro Project Schedule] which has been assigned a number in the column entitled “Milestone No.”; “Milestone Date” means the date specified for a Milestone in the Project Schedule Milestone Table in Section 2.1 of this Appendix 4-1 [BC Hydro Project Schedule]; “Powerhouse Buttress” means the portion of the RCC Buttress designated as the Powerhouse Buttress on the Drawings; “Right Bank Cofferdam” means the Stage 1 Cofferdam constructed on the right bank of the Peace River as shown on the Drawings; “Service Bay Pad” means the Service Bay RCC Pad as shown on Drawing 1016-C02-01007 of Appendix 6-3 [Drawings]; “Site C Substation” means the Site C Substation as shown on the Drawings; “Site C Substation Phase 1” means the portion of the Site C Substation designated as Phase 1 on Drawing 1016-C05-00400 of Appendix 6-3 [Drawings]; “Site C Substation Phase 2” means the portion of the Site C Substation designated as Phase 2 on Drawing 1016-C05-00400 of Appendix 6-3 [Drawings]; “Site C Substation Phase 3” means the portion of the Site C Substation designated as Phase 3 on Drawing 1016-C05-00400 of Appendix 6-3 [Drawings]; “Spillway Buttress” means the portion of the RCC Buttress designated as the Spillway Buttress on the Drawings; “Stilling Basin Downstream” means the downstream portion of the Spillway Buttress described as “RCC Construction Stage 1 First Year” on Drawing 1016-C02-01007 of Appendix 6-3 [Drawings]; “Tailrace Channel” means the Tailrace Channel as shown on the Drawings;

Main Civil Works – Appendix 4-1 [BC Hydro Project Schedule] BC Hydro Site C Clean Energy Project 12047615_33|NATDOCS

“Tailrace Wall” means the Tailrace Wall as shown on the Drawings; and “Transmission Line Right of Way in Area A” means the right-of-way for the 138 kV transmission lines, 25 kV construction power line and south bank road shown on Drawing 1016-C05-00400 and Drawing 1016-C05-00401 of Appendix 6-3 [Drawings]. 2

PROJECT MILESTONES

2.1

Project Schedule Milestone Table

Milestone No.

Interface No.

Activity

Date

1 - General I1.1 M1.1 M1.2

M1.3

M1.4

M1.5 M1.6 M1.7 M1.8 M1.9 I1.2 M1.10

Commence sharing roads (See Note 1) Complete all Work for Site C Substation Phase 1 and Phase 2 (See Note 2) Complete all Work for Laydown Area R6 for Other Contractors and provide Shared Road access (See Note 3) Complete all Work for Laydown Areas 27A and 30 and the Septimus Siding, and provide access to Other Contractors (See Note 4) Complete all Work for excavation and grading of Site C Substation Phase 3; and complete all Work for Laydown Area 24 and provide access for Other Contractors (See Note 5) Provide access for Other Contractors to Laydown Areas 28 and 29 (See Note 6) Complete all Work for Laydown Area 23 and provide access for Other Contractors (See Note 7) Complete all Work for handover of the Transmission Line Right of Way in Area A to Other Contractor Complete all Work for Laydown Area 20 and provide access for Other Contractors (See Note 8) Complete all Work for removal of the Moberly River Construction Bridge Earliest date the Contractor can commence removal of the Peace River Construction Bridge Complete all Work for removal of the Peace River Construction Bridge

Effective Date May 15, 2017 August 1, 2017

October 1, 2017

January 1, 2018 October 1, 2018 February 28, 2019 December 31, 2019 July 1, 2022 June 1, 2023 October 1, 2023

2 - Left Bank Excavation M2.1

Complete all Work for Left Bank Excavation

December 15, 2021

3 - Diversion Works M3.1 M3.2

Complete all Work for Diversion Works Stage 2, excluding only the portions of the Work to be completed for M3.2 (See Note 9) Complete all Work for Diversion Works Stage 2 (See Note 10)

March 1, 2019 June 1, 2019

Main Civil Works – Appendix 4-1 [BC Hydro Project Schedule] BC Hydro Site C Clean Energy Project 12047615_33|NATDOCS

Milestone No.

Interface No.

M3.3 I3.1 I3.2

Activity

Date

Earliest date that the main channel of the Peace River can be constricted by commencing construction of the Cofferdam Closure Sections Commencement of discharge restrictions from the Peace Canyon Generating Station (See Note 11) Earliest date the Contractor can commence Tunnel Conversion

M3.4

Complete all Work for Tunnel Conversion

M3.5

Complete all Work to decommission Diversion Tunnels

August 1, 2019 September 1, 2019 June 15, 2022 August 31, 2022 November 15, 2023

4 - Cofferdams and Dam Works Complete all Work for left and right portions of Stage 2 Upstream Cofferdam to elevation 433.9 m (See Note 12) Complete all Work for the Closure Section of the Stage 2 Upstream Cofferdam to elevation 422 m (See Note 13) Complete all Work for the Closure Section of the Stage 2 Upstream Cofferdam to elevation 427 m (See Note 14) Complete all Work for the Closure Section of the Stage 2 Downstream Cofferdam to elevation 418 m (See Note 15) Complete all Work for the Closure Section of the Stage 2 Upstream Cofferdam to elevation 433.9 m

M4.1

M4.2

M4.3

M4.4 M4.5 M4.6

Complete all Work for Earthfill Dam to elevation 433 m

M4.7

Complete all Work for Earthfill Dam to elevation 468.4 m

M4.8

Complete all Work for Earthfill Dam

August 1, 2019

October 15, 2019

January 15, 2020

January 15, 2020 April 15, 2020 September 1, 2021 July 1, 2022 September 1, 2022

5 - Approach Channel M5.1 M5.2 M5.3

I5.1 M5.4

Provide access to Approach Channel and complete work area upstream of Powerhouse Buttress for Other Contractors (See Note 16) Complete work area upstream of Spillway Buttress for Other Contractors (See Note 17) Complete work area upstream of Auxiliary Spillway for Other Contractors, and complete all Work for the Auxiliary Spillway excavation (See Note 18) Earliest date the Contractor will be given exclusive use of the Approach Channel and can commence removal of work areas described in M5.1, M5.2 and M5.3 Complete all Work for the Approach Channel

January 1, 2018 October 31, 2018 December 31, 2019

March 1, 2022 July 1, 2022

6 - RCC Buttress

M6.1

Complete all Work for Stilling Basin Downstream, Powerhouse Buttress (excluding Drainage Gallery), Service Bay Pad, Gate Storage Chamber Pad and Tailrace Wall, and provide Shared Road access and work area downstream of Powerhouse Buttress for Other Contractor (See Note 19)

October 15, 2017

Main Civil Works â&#x20AC;&#x201C; Appendix 4-1 [BC Hydro Project Schedule] BC Hydro Site C Clean Energy Project 12047615_33|NATDOCS

Milestone No.

Interface No.

Activity

Date

M6.2

Complete all Work for Spillway Buttress (excluding Drainage Gallery) and provide Shared Road access and work area downstream of Spillway Buttress for Other Contractor (See Note 20)

M6.3

Complete all Work for the Drainage Gallery in the Powerhouse Buttress and Spillway Buttress

June 30, 2019

M6.4

Complete all Work for the Drainage Gallery in the Dam Buttress and Core Buttress (See Note 21)

June 30, 2020

October 15, 2018

7 - Tailrace Channel and Right Bank Cofferdam M7.1

I7.1

I7.2

M7.2

Complete all Work for Shared Road at Right Bank Cofferdam and provide access for Other Contractor (See Note 22) Earliest date the Contractor will be given exclusive use of the Tailrace Channel and can commence removal of the work areas described in M6.1 and M6.2 Earliest date the Contractor can commence removal of the portion of the Right Bank Cofferdam east of its intersection with the Downstream Cofferdam Complete all Work for removal of the portion of the Right Bank Cofferdam east of its intersection with the Downstream Cofferdam, excavation of the Tailrace Channel, excavation of the Mid-Stream Island and placement of Riprap in the Tailrace Channel (See Note 23)

October 15, 2017

April 1, 2022

May 1, 2022

August 31, 2022

8 - Laydown Areas M8.1 M8.2 I8.1 M8.3 I8.2 M8.4

I8.3

M8.5

Provide access to Laydown Area 26 for exclusive use by Other Contractors Complete all Work for Laydown Area 32A to elevation 415 m and Laydown Area 32B to elevation 402 m, and provide access for Other Contractors (See Note 24) Laydown Area 32A available for placing fill in the Earthfill Dam up to elevation 420 m Complete all Work for Laydown Area 32A placing fill in the Earthfill Dam over this area to elevation 420 m, and make available for Other Contractors (See Note 25) Laydown Areas 32A and 32B available for placing fill in the Earthfill Dam Complete all Work for placing fill in the Earthfill Dam over Laydown Areas 31 and 32B and provide access for Other Contractors (See Note 26) Other Contractor to complete concreting the Auxiliary Spillway so the Contractor can commence filling the area to the east of the Auxiliary Spillway, and the adjacent Dam Crest Road Complete all Work for Dam Crest Road adjacent to the Overflow Spillway (See Note 27)

October 1, 2017 October 31, 2017 September 1, 2018 October 1, 2018 July 1, 2020 August 1, 2020

October 1, 2020

May 15, 2021

9 â&#x20AC;&#x201C; Reservoir Filling M9.1

Complete all Work for Reservoir Filling, excluding Tunnel Conversion (See Note 28)

July 1, 2022

Main Civil Works â&#x20AC;&#x201C; Appendix 4-1 [BC Hydro Project Schedule] BC Hydro Site C Clean Energy Project 12047615_33|NATDOCS

Milestone No.

2.2

Interface No.

Activity

I9.1

BC Hydro to commence Reservoir Filling (See Note 29)

Date [To follow]

Notes to Project Schedule Milestone Table 1. Contractor to commence sharing all roads in accordance with Section 34 50 00 [Roads and Site Drainage], excluding the restrictions set out in Clause 1.5.5.3 of that Section, and except to the extent that such roads have not yet been constructed in accordance with the Works Program and Schedule and this Appendix 4-1 [BC Hydro Project Schedule]. The restrictions set out in Clause 1.5.5.3 of Section 34 50 00 [Roads and Site Drainage] will only apply to the sharing of roads on and from the dates specified in this Appendix 4-1 [BC Hydro Project Schedule] for such roads. 2. Contractor to complete all Work for Site C Substation Phase 1 and Phase 2 as shown on the Drawings, including: a. excavation and grading for Site C Substation Phase 1 and Phase 2 within the limits shown on Drawing 1016-C05-00400 of Appendix 6-3 [Drawings], providing a graded work area for use by Other Contractors as shown on Drawing 1016-C05-00401 of Appendix 63 [Drawings] and described in Clause 2.7 of the Scope of Work, constructed according to Section 34 50 00 [Roads and Site Drainage]; b. construction of Shared Roads as shown on Drawing 1016-C01-00176 of Appendix 6-3 [Drawings] connecting the Septimus Road and the Peace River Construction Bridge to the north and east boundaries of Site C Substation Phase 1 and Phase 2, constructed according to Section 34 50 00 of Appendix 6-2 [Technical Specifications]; and c.

commencing delivery of aggregate (stockpiles) and CIPC to Site C Substation Phase 1 and Phase 2 for use by Other Contractors, as described in Clause 2.7.1.6 of Section 01 11 10 of Appendix 6-1 [Scope of Work], and in accordance with the delivery schedule provided by Hydroâ&#x20AC;&#x2122;s Representative. BC Hydro will use reasonable commercial efforts to provide the Contractor with advance notice of such deliveries as required by Other Contractors,

and in respect of the Shared Roads described in Note 2.b of this Appendix 4-1 [BC Hydro Project Schedule] implement the hauling restrictions in accordance with Clause 1.5.5.3 of Section 34 50 00 [Roads and Site Drainage]. 3. Contractor to complete all Work for: a. Laydown Area R6 within the limits shown on Drawing 1016-C01-00173 and Drawing 1016-C11-00800 of Appendix 6-3 [Drawings], compacted according to Section 13 40 00 of Appendix 6-2 [Technical Specifications]; b. vehicular access between Laydown Area R6 and the adjacent Shared Road, constructed according to Section 34 50 00 of Appendix 6-2 [Technical Specifications]; c.

the Power Supply Point as indicated on Drawing 1016-C01-00173 of Appendix 6-3 [Drawings], according to Section 26 50 00 of Appendix 6-2 [Technical Specifications]; and

d. construction of the Shared Roads connecting Septimus Road and the Peace River Construction Bridge to Laydown Area R6, as indicated on Drawing 1016-C01-00176 of Appendix 6-3 [Drawings], constructed according to Section 34 50 00 of Appendix 6-2 [Technical Specifications], and in respect of the Shared Roads described in Note 3.d of this Appendix 4-1 [BC Hydro Project Schedule] as well as the other Shared Roads shown on Drawing 1016-C01-00175 of Appendix 63 [Drawings] implement the hauling restrictions in accordance with Clause 1.5.5.3 of Section 34 Main Civil Works â&#x20AC;&#x201C; Appendix 4-1 [BC Hydro Project Schedule] BC Hydro Site C Clean Energy Project 12047615_33|NATDOCS

50 00 [Roads and Site Drainage], except any such Shared Roads otherwise specifically covered in this Appendix 4-1 [BC Hydro Project Schedule]. 4. Contractor to complete all Work for: a. Laydown Area 30 within the limits shown on Drawing 1016-C01-00173 of Appendix 6-3 [Drawings], and constructed according to Section 34 50 00 of Appendix 6-2 [Technical Specifications]; b. Shared Road adjacent to Laydown Area 30, and provide vehicular access between the Shared Road and Laydown Area 30, constructed according to Section 34 50 00 of Appendix 6-2 [Technical Specifications]; c.

Laydown Area 27A as shown on Drawing 1016-C01-00173 of Appendix 6-3 [Drawings], for exclusive use by Others Contractors, and constructed according to Section 34 50 00 of Appendix 6-2 [Technical Specifications]; and

d. vehicular access between Laydown Area 27A and the adjacent Shared Road, constructed according to Section 34 50 00 of Appendix 6-2 [Technical Specifications], and commence sharing with Other Contractors: e.

Laydown Area 30; and

the Septimus Siding described in Section 3.8 Appendix 2-4 [Site Access, Conditions and Services] and Section 3.1.11 of Section 01 11 10 of Appendix 6-1 [Scope of Work],

and in respect of the Shared Road and access road described in Note 4.b of this Appendix 4-1 [BC

Hydro Project Schedule] implement the hauling restrictions in accordance with Clause 1.5.5.3 of Section 34 50 00 [Roads and Site Drainage]. 5. Contractor to complete all Work for construction of Site C Substation Phase 3 and Laydown Area 24, including: a. commencing delivery of aggregate (stockpiles) and CIPC to the Site C Substation Phase 3 for use by Other Contractors, as described in Clause 2.7.1.6 of Section 01 11 10 of Appendix 6-1 [Scope of Work], and in accordance with the delivery schedule provided by Hydroâ&#x20AC;&#x2122;s Representative. BC Hydro will use reasonable commercial efforts to provide the Contractor with advance notice of such deliveries as required by Other Contractors; b. completion of Shared Road to Laydown Area 24 from Septimus Road as shown on Drawing 1016-C01-00175 of Appendix 6-3 [Drawings], constructed according to Section 34 50 00 of Appendix 6-2 [Technical Specifications]; and c.

if the Contractor has extracted material from Laydown Area 24, then the Contractor will leave Laydown Area 24 in a level and self-draining state for use by Other Contractors, as described in Section 01 11 10 of Appendix 6-1 [Scope of Work]. If the Contractor has not extracted material from Laydown Area 24, then no site preparation of Laydown Area 24 will be required,

and in respect of the Shared Road described in Note 5.b of this Appendix 4-1 [BC Hydro Project Schedule] implement the hauling restrictions in accordance with Clause 1.5.5.3 of Section 34 50 00 [Roads and Site Drainage], and provide access to Laydown Area 24 for Other Contractors. 6. Contractor to complete all Work for vehicular access to Laydown Area 28 and Laydown Area 29 from Septimus Road as shown on Drawing 1016-C01-00173 of Appendix 6-3 [Drawings], constructed according to Section 34 50 00 of Appendix 6-2 [Technical Specifications], and provide access for Other Contractors. No site preparation is required for Laydown Area 28 or Laydown Area 29.

Main Civil Works â&#x20AC;&#x201C; Appendix 4-1 [BC Hydro Project Schedule] BC Hydro Site C Clean Energy Project 12047615_33|NATDOCS

7. Contractor to complete all Work for: a. Laydown Area 23 within the limits shown on Drawing 1016-C01-00173 of Appendix 6-3 [Drawings], as described in Section 01 11 10 of Appendix 6-1 [Scope of Work]. If the Contractor has not extracted material or disturbed the ground at Laydown Area 23, then no site preparation for Laydown Area 23 will be required; b. vehicular access between the adjacent Shared Road and Laydown Area 23, constructed according to Section 34 50 00 of Appendix 6-2 [Technical Specifications]; and c.

construction of a Shared Road sufficient to provide access to Laydown Area 23 as indicated on Drawing 1016-C01-00176 of Appendix 6-3 [Drawings], constructed according to Section 34 50 00 of Appendix 6-2 [Technical Specifications],

and in respect of the Shared Roads and access road described in Notes 7.b and 7.c of this Appendix 4-1 [BC Hydro Project Schedule] implement the hauling restrictions in accordance with Clause 1.5.5.3 of Section 34 50 00 [Roads and Site Drainage]. 8. Contractor to complete all Work for: a. Laydown Area 20 within the limits shown on Drawing 1016-C01-00173 of Appendix 6-3 [Drawings], as described in Section 01 11 10 of Appendix 6-1 [Scope of Work], including site preparation unless the Contractor has not extracted material or disturbed the ground at Laydown Area 20; b. vehicular access between the adjacent Shared Road and Laydown Area 20, constructed according to Section 34 50 00 of Appendix 6-2 [Technical Specifications]; and c.

construction of a Shared Road sufficient to provide access to Laydown Area 20 as indicated on Drawing 1016-C01-00176 of Appendix 6-3 [Drawings], constructed according to Section 34 50 00 of Appendix 6-2 [Technical Specifications],

and in respect of the Shared Road and access road described in Notes 8.b and 8.c of this Appendix 4-1 [BC Hydro Project Schedule] implement the hauling restrictions in accordance with Clause 1.5.5.3 of Section 34 50 00 [Roads and Site Drainage]. 9. Contractor to complete: a. all Work for Diversion Works Stage 2, excluding only those items listed for completion in Note 10 of this Appendix 4-1 [BC Hydro Project Schedule]; and b. stockpiling of rockfill required for construction of the rockfill berm shown on Drawing 1016-C17-00228 of Appendix 6-3 [Drawings], Phase 4 of the Cofferdam Reference Design (the scope of this Milestone may be adjusted by BC Hydro to conform to the Contractor’s design of the Closure Section). 10. Contractor to complete all remaining Work for Diversion Works Stage 2, including: commissioning of the Hydro-Mechanical Equipment; removal of the Diversion Inlet Cofferdam and Diversion Outlet Cofferdam; completion of the riprap in the Diversion Inlet Channel and Diversion Outlet Channel; and commissioning of the Temporary Upstream Fishway. 11. Discharge restrictions from the Peace Canyon Generating Station are described in Memorandum “Operation of Upstream Generating Stations During Construction” (Data Room ID# 1016.REF.00453). 12. Contractor to complete left and right portions of Stage 2 Upstream Cofferdam to elevation 433.9 m as shown on Drawing 1016-C17-00227 of Appendix 6-3 [Drawings] and all Work to minimize the volume of the Closure Section (the scope of this Milestone may be adjusted by BC Hydro to conform to the Contractor’s design of the Closure Section). 13. Contractor to complete all Work to bring the Closure Section of the Stage 2 Upstream Cofferdam to elevation 422 m, in accordance with Section 13 30 00 of Appendix 6-2 [Technical Main Civil Works – Appendix 4-1 [BC Hydro Project Schedule] BC Hydro Site C Clean Energy Project 12047615_33|NATDOCS

Specifications]. The planning and execution for the construction of the Closure Section will include raising the cofferdam uniformly in a manner that allows the restrictions on discharges from the Peace Canyon Generating Station referenced in Note 11 of this Appendix 4-1 [BC Hydro Project Schedule] to be progressively eased while maintaining the specified freeboard. 14. Contractor to complete all Work to bring the Closure Section of the Stage 2 Upstream Cofferdam to elevation 427 m, constructed according to Section 13 30 00 of Appendix 6-2 [Technical Specifications]. 15. Contractor to complete all Work to bring the Closure Section of the Stage 2 Downstream Cofferdam to elevation 418 m, constructed according to Section 13 30 00 of Appendix 6-2 [Technical Specifications]. 16. Contractor to complete all Work for: a. Shared Road access from Septimus Road and the Peace River Construction Bridge through the Approach Channel to the working area described in Note 16.c of this Appendix 4-1 [BC Hydro Project Schedule], for use by Other Contractors as shown on Drawing 1016-C01-00176 of Appendix 6-3 [Drawings] and constructed according to Section 34 50 00 of Appendix 6-2 [Technical Specifications]; b. Class 1 and Class 2 Excavation for the area described in Note 16.c of this Appendix 4-1 [BC Hydro Project Schedule], as shown on Drawing 1016-C17-00800 of Appendix 6-3 [Drawings]; and c.

a graded work area for use by Other Contractors in the Approach Channel as described in Clause 2.7 of the Scope of Work, and constructed according to Section 34 50 00 [Roads and Site Drainage],

and in respect of the Shared Road described in Note 16.a of this Appendix 4-1 [BC Hydro Project Schedule] implement the hauling restrictions in accordance with Clause 1.5.5.3 of Section 34 50 00 [Roads and Site Drainage]. 17. Contractor to complete all Work, including Class 1 and Class 2 Excavation, for extending the working area described in Note 16.c of this Appendix 4-1 [BC Hydro Project Schedule] along the upstream side of the Spillway Buttress as shown on Drawing 1016-C17-00800 of Appendix 6-3 [Drawings]. 18. Contractor to complete all Work, including Class 1 and Class 2 Excavation, for extending the working area described in Note 17 of this Appendix 4-1 [BC Hydro Project Schedule] along the upstream side of the Auxiliary Spillway, and foundation protection for the Auxiliary Spillway as shown on Drawing 1016-C17-00802 of Appendix 6-3 [Drawings]. 19. Contractor to complete all Work for: a. Stilling Basin Downstream, Powerhouse Buttress (excluding the Drainage Gallery), Service Bay Pad, Gate Storage Chamber Pad and Tailrace Wall; b. Class 1 and Class 2 Excavation for the area described in Note 19.c of this Appendix 4-1 [BC Hydro Project Schedule] as shown on Drawing 1016-C22-05000 of Appendix 6-3 [Drawings]; c.

a graded work area for use by Other Contractors in the Tailrace Channel as described in Clause 2.7 of the Scope of Work, and constructed according to Section 34 50 00 [Roads and Site Drainage]; and

d. Shared Road connecting the Peace River Construction Bridge and Laydown Area R6 to the working area described in Note 19.c of this Appendix 4-1 [BC Hydro Project Schedule], as shown on Drawing 1016-C01-00176 of Appendix 6-3 [Drawings], constructed in accordance with Section 34 50 00 of Appendix 6-2 [Technical Specifications], Main Civil Works â&#x20AC;&#x201C; Appendix 4-1 [BC Hydro Project Schedule] BC Hydro Site C Clean Energy Project 12047615_33|NATDOCS

and in respect of the Shared Road described in Note 19.d of this Appendix 4-1 [BC Hydro Project Schedule] implement the hauling restrictions in accordance with Clause 1.5.5.3 of Section 34 50 00 [Roads and Site Drainage]. 20. Contractor to complete all Work for: a. Spillway Buttress (excluding the Drainage Gallery); b. extending the working area described in Note 19.c of this Appendix 4-1 [BC Hydro Project Schedule] along the full width of the Spillway Buttress, including Class 1 and Class 2 Excavation, as shown on Drawing 1016-C22-05000 of Appendix 6-3 [Drawings]; and c.

extending the Shared Road described in Note 19.d of this Appendix 4-1 [BC Hydro Project Schedule] along the full width of the Spillway Buttress,

and in respect of the Shared Road described in Note 20.c of this Appendix 4-1 [BC Hydro Project Schedule] implement the hauling restrictions in accordance with Clause 1.5.5.3 of Section 34 50 00 [Roads and Site Drainage]. 21. Contractor to complete all Work for: a. Drainage Gallery for the Dam Buttress and Core Buttress, including all drilling and grouting for each Drainage Gallery; and b. roadway along the top of the Dam Buttress and Core Buttress. 22. Contractor to complete all Work for the Shared Road on or along the Right Bank Cofferdam from the Peace River Construction Bridge to the work area described in Note 19.c of this Appendix 4-1 [BC Hydro Project Schedule], as shown on Drawings 1016-C01-00175 and 1016-C01-00176 of Appendix 6-3 [Drawings], constructed according to Section 34 50 00 of Appendix 6-2 [Technical Specifications], and commence sharing that Shared Road with Other Contractors in accordance with Clause 1.5.5.3 of Section 34 50 00 [Roads and Site Drainage]. 23. Contractor to complete all Work for removal of the Right Bank Cofferdam, excavation of the Tailrace Channel, placement of Riprap in the Tailrace Channel and excavation of the Mid-Stream Island as shown on the Drawings. 24. Contractor to complete all Work to bring Laydown Area 32A to elevation 415 m and Laydown Area 32B to elevation 402 m, within the limits shown on Drawing 1016-C01-00176 of Appendix 63 [Drawings], and extend the Shared Road described in Note 22 of this Appendix 4-1 [BC Hydro Project Schedule] to such Laydown Areas as shown on Drawing 1016-C01-00176 of Appendix 63 [Drawings], constructed according to Section 34 50 00 of Appendix 6-2 [Technical Specifications], and commence sharing such Laydown Areas with Other Contractors. 25. Contractor to complete all Work for Earthfill Dam construction over Laydown Area 32A to elevation 420 m according to Section 31 70 00 of Appendix 6-2 [Technical Specifications], including completion of adjacent MSE Wall, constructed according to Section 31 76 00 of Appendix 6-2 [Technical Specifications], and extend the Shared Road described in Note 24 of this Appendix 4-1 [BC Hydro Project Schedule] to that Laydown Area and commence sharing such Laydown Area with Other Contractors. 26. Contractor to complete all Work for fill placing in the Earthfill Dam fill of Laydown Area 32B and Laydown Area 31 to the final required elevation as shown on the Drawings, in accordance with Section 31 70 00 of Appendix 6-2 [Technical Specifications], and extend the Shared Road described in Note 22 of this Appendix 4-1 [BC Hydro Project Schedule] to such Laydown Areas and commence sharing such Laydown Areas with Other Contractors. 27. Contractor to complete all Work for Dam Crest Road between WP-AC2 and WPDC4 as shown on Drawing 1016-C09-00100 of Appendix 6-3 [Drawings], constructed according to Section 34 50 00 of Appendix 6-2 [Technical Specifications]. Main Civil Works â&#x20AC;&#x201C; Appendix 4-1 [BC Hydro Project Schedule] BC Hydro Site C Clean Energy Project 12047615_33|NATDOCS

28. Contractor to complete all Work required for Reservoir Filling, including M4.7 and M5.4 but excluding M3.4. 29. Reservoir Filling is anticipated to commence in the fall of 2022 and proceed in accordance with the Reservoir Filling Plan dated June 2014 (Data Room ID# 1016.REF.00427). 3

DIVERSION

3.1

Early Diversion

The Milestones in relation to the Stage 2 Diversion Works and Cofferdam Closure Sections indicate that: (a)

the diversion works described in M3.1, M3.2 and M4.1 should be completed in the spring and summer of 2019;

(b)

in accordance with M3.3, the earliest date that the main channel of the Peace River can be constricted by the start of the Cofferdam Closure Sections is August 1, 2019; and

(c)

in accordance with M4.5, the Work for the Closure Section of the Stage 2 Upstream Cofferdam should be completed by no later than April 15, 2020.

If the Contractor wishes to accelerate the Work on the Cofferdam Closure Sections so as to divert the Peace River in the winter of 2018, the Contractor may submit a written request to Hydro’s Representative for Consent setting out: (d)

a detailed description of the Work that the Contractor wishes to accelerate;

(e)

the Contractor’s reasons for accelerating such Work; and

(f)

the impact of the proposal, including: (i)

the proposed amendments to the Work Program and Schedule;

(ii)

the benefits to BC Hydro and the Project;

(iii)

the impact of the accelerated Work on work being performed by Other Contractors; and

(iv)

any cost implications for BC Hydro.

BC Hydro anticipates that any Consent to an application to accelerate the Cofferdam Closure Sections under this Section 3.1 of Appendix 4-1 [BC Hydro Project Schedule] will be subject to the Contractor demonstrating to BC Hydro’s satisfaction that the Contractor will complete: (g)

all of the following Milestones (collectively, the “Diversion Works Stage 2 Milestones”) by no later than the dates falling exactly one year prior to their respective Milestone Dates, as follows: (i)

M3.1 [Complete all Work for Diversion Works Stage 2, excluding only the portions of the Work to be completed for M3.2] by no later than March 1, 2018;

(ii)

M3.2 [Complete all Work for Diversion Works Stage 2] by no later than June 1, 2018; and

(iii)

M3.3 [Earliest date that the main channel of the Peace River can be constricted by commencing construction of the Cofferdam Closure Sections] by no earlier than August 1, 2018; and Main Civil Works – Appendix 4-1 [BC Hydro Project Schedule]

BC Hydro Site C Clean Energy Project 12047615_33|NATDOCS

(h)

all of the following Milestones (collectively, the “Cofferdam Closure Milestones”) by no later than the dates falling exactly one year prior to their respective Milestone Dates, as follows: (i)

M4.1 [Complete all Work for left and right portions of Stage 2 Upstream Cofferdam to elevation 433.9 m] by August 1, 2018;

(ii)

M4.2 [Complete all Work for the Closure Section of the Stage 2 Upstream Cofferdam to elevation 422 m] by October 15, 2018;

(iii)

M4.3 [Complete all Work for the Closure Section of the Stage 2 Upstream Cofferdam to elevation 427 m] by January 15, 2019;

(iv)

M4.4 [Complete all Work for the Closure Section of the Stage 2 Downstream Cofferdam to elevation 418 m] by January 15, 2019; and

(v)

M4.5 [Complete all Work for the Closure Section of the Stage 2 Upstream Cofferdam to elevation 433.9 m] by April 15, 2019.

If Hydro’s Representative gives Consent to such request then the Milestone Dates for the Cofferdam Closure Milestones will be amended as described in this Section 3.1 of Appendix 4-1 [BC Hydro Project Schedule], and the Interface Date for I3.1 will be amended accordingly. 3.2

Delayed Diversion

If the Contractor, for any reason, fails to achieve Milestones M3.1, M3.2 and M4.1 on or before October 1, 2019, then the Contractor will not commence any Work that will constrict the main channel of the Peace River (including the Cofferdam Closure Milestones) until, at the earliest, August 1, 2020, without Hydro’s Representative’s prior written approval. BC Hydro anticipates that the October 1 date for the completion of Milestones M3.1, M3.2 and M4.1 in any year, and the following August 1 date for the commencement of Work that will constrict the main channel of the Peace River (including the Cofferdam Closure Milestones) will not be subject to adjustment for any reason whatsoever. Nothing in this Section 3.2 of Appendix 4-1 [BC Hydro Project Schedule] prohibits the Contractor from performing the remaining Work necessary to achieve Milestones M3.1, M3.2 and M4.1 after October 1, 2019, and before the date for Liquidated Damages specified in Schedule 11 [Prices and Payment]. 3.3

Diversion Dependent Milestones and Interfaces

If the Work is delayed as described in Section 3.2 of this Appendix 4-1 [BC Hydro Project Schedule], then the Milestone Dates and Interface Dates for the following Milestones and Interfaces will be extended by one year to the next following anniversary date: (a)

I3.2 [Earliest date the Contractor can commence Tunnel Conversion];

(b)

M3.4 [Complete all Work for Tunnel Conversion];

(c)

M3.5 [Complete all Work to decommission Diversion Tunnels];

(d)

M4.2 [Complete all Work for the Closure Section of the Stage 2 Upstream Cofferdam to elevation 422 m];

(e)

M4.3 [Complete all Work for the Closure Section of the Stage 2 Upstream Cofferdam to elevation 427 m]; Main Civil Works – Appendix 4-1 [BC Hydro Project Schedule]

BC Hydro Site C Clean Energy Project 12047615_33|NATDOCS

(f)

M4.4 [Complete all Work for the Closure Section of the Stage 2 Downstream Cofferdam to elevation 418 m];

(g)

M4.5 [Complete all Work for the Closure Section of the Stage 2 Upstream Cofferdam to elevation 433.9 m];

(h)

M4.6 [Complete all Work for Earthfill Dam to elevation 433 m];

(i)

M4.7 [Complete all Work for Earthfill Dam to elevation 468.4 m];

(j)

M4.8 [Complete all Work for Earthfill Dam];

(k)

I7.2 [Earliest date the Contractor can commence removal of the portion of the Right Bank Cofferdam east of its intersection with the Downstream Cofferdam];

(l)

M7.2 [Complete all Work for removal of the portion of the Right Bank Cofferdam east of its intersection with the Downstream Cofferdam, excavation of the Tailrace Channel, excavation of the Mid-Stream Island and placement of Riprap in the Tailrace Channel];

(m)

M9.1 [Complete all Work for Reservoir Filling, excluding Tunnel Conversion]; and

(n)

I9.1 [BC Hydro to commence Reservoir Filling].

Main Civil Works â&#x20AC;&#x201C; Appendix 4-1 [BC Hydro Project Schedule] BC Hydro Site C Clean Energy Project 12047615_33|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 5 SUBMITTALS PROCEDURE TABLE OF CONTENTS 1

INTERPRETATION.......................................................................................................................... 1 1.1 1.2

Definitions .................................................................................................................................. 1 Interpretation .............................................................................................................................. 1 GENERAL ........................................................................................................................................ 2

2.1 2.2 2.3 2.4 2.5 2.6 2.7 3

Submittals .................................................................................................................................. 2 Submittal Content ...................................................................................................................... 2 Submittal Requirements ............................................................................................................ 2 Re-Submittals ............................................................................................................................ 4 Delivery of Submittals by Contractor ......................................................................................... 4 Submittal Schedule .................................................................................................................... 4 Submittal Schedule Updates ..................................................................................................... 5 SUBMITTAL ENDORSEMENTS ..................................................................................................... 5

3.1 3.2 3.3 4

Review and Consent Endorsements ......................................................................................... 5 Delivery of Endorsed Submissions by BC Hydro ...................................................................... 6 Disputes Regarding a Submittal ................................................................................................ 6 REVIEW AND CONSENT................................................................................................................ 7

4.1 4.2 4.3 5

Review ....................................................................................................................................... 7 Consent ...................................................................................................................................... 7 Submittals Deemed for Review ................................................................................................. 8 GENERAL TERMS .......................................................................................................................... 8

5.1 5.2 5.3 5.4 5.5

General Grounds for Objection or Rejection ............................................................................. 8 Request for Further Information................................................................................................. 9 Right to Require Work to be Corrected...................................................................................... 9 Review and Consent no Waiver .............................................................................................. 10 Changes ................................................................................................................................... 10

APPENDIX 5-1

FORM OF SUBMITTAL SCHEDULE

Main Civil Works â&#x20AC;&#x201C; Schedule 5 [Submittals Procedure] BC Hydro Site C Clean Energy Project 8060556_28|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 5 SUBMITTALS PROCEDURE 1

INTERPRETATION

1.1

Definitions

In this Schedule 5 [Submittals Procedure], in addition to the definitions set out in Schedule 1 [Definitions and Interpretation]: “Accepted” has the meaning set out in Section 3.1(a) of this Schedule 5 [Submittals Procedure]; “Code 1” has the meaning set out in Section 3.1(a) of this Schedule 5 [Submittals Procedure]; “Code 2” has the meaning set out in Section 3.1(b) of this Schedule 5 [Submittals Procedure]; “Code 3” has the meaning set out in Section 3.1(c) of this Schedule 5 [Submittals Procedure]; “Code 4” has the meaning set out in Section 3.1(d) of this Schedule 5 [Submittals Procedure]; “Consent” has the meaning set out in Section 4.2 of this Schedule 5 [Submittals Procedure]; “Contract Number” means the contract or reference number assigned by BC Hydro to the Contract; “Do Not Proceed - Re-Submit as Noted” has the meaning set out in Section 3.1(c) of this Schedule 5 [Submittals Procedure]; “For Information Only” has the meaning set out in Section 2.3(f)(v)(A) of this Schedule 5 [Submittals Procedure]; “Proceed Except As Noted and Re-Submit” has the meaning set out in Section 3.1(b) of this Schedule 5 [Submittals Procedure]; “Professional of Record” or “PoR” has the meaning set out in Section 2.3(h) of this Schedule 5 [Submittals Procedure]; “Rejected” has the meaning set out in Section 3.1(d) of this Schedule 5 [Submittals Procedure]; “Review” has the meaning set out in Section 4.1 of this Schedule 5 [Submittals Procedure]; “Submittal” has the meaning set out in Section 2.1 of this Schedule 5 [Submittals Procedure]; “Submittal Item” has the meaning set out in Section 2.1 of this Schedule 5 [Submittals Procedure]; "Submittal Schedule" has the meaning set out in Section 2.6(a) of this Schedule 5 [Submittals Procedure]; and 1.2

Interpretation

In this Schedule 5 [Submittals Procedure] a reference to “Submittal” will, as the context may require, be interpreted to refer to an individual Submittal Item(s). Main Civil Works – Schedule 5 [Submittals Procedure] BC Hydro Site C Clean Energy Project 8060556_28|NATDOCS

GENERAL

2.1

Submittals

For any information required to be sent to BC Hydro, including Hydro’s Representative, under the Contract Documents from time to time, made up of drawings, designs submittals, or other written information, including calculations, procedures, reports, manuals, photographs, videos, inspection records, measurements, test data and test results, describing the Work or the performance of the Work (a “Submittal”), the provisions of this Schedule 5 [Submittals Procedure] will apply. Any Submittal may be made up of a number of drawings, explanatory documents or other written information, including calculations, procedures, reports, manuals, photographs, videos, inspection records, measurements, test data and test results (each a “Submittal Item”). For certainty, a Submittal does not include Administrative Correspondence. 2.2

Submittal Content

A Submittal: (a)

may be comprised of one or more Submittal Items;

(b)

will cover a single topic, comprised only of Submittal Items that are related to that topic;

(c)

will include all information as specifically required in the Contract Documents, and except as may be expressly required otherwise, will be sufficiently complete to provide information to BC Hydro as the context may reasonably require so that BC Hydro can confirm the information conforms to the requirements of the Contract Documents; and

(d)

if applicable, will include a specific cross-reference to a previously submitted Submittal so as to include required information.

2.3

Submittal Requirements

The Contractor will, as the context may require including any specific requirements as may be in the Contract Documents, comply with the following: (a)

submit each Submittal within the time periods as may be specified in the Contract Documents, applicable Submittal Schedule, or if no time period is specified in the Contract Documents within the time period as specified in writing by Hydro’s Representative, acting reasonably;

(b)

deliver all Submittals in accordance with Section 2.5 of this Schedule 5 [Submittals Procedure];

(c)

write all written text in a Submittal Item contained in a Submittal in English, or else provide in that Submittal Item accurate translations in English for any and all written text that is written in any other language;

(d)

subject to an express requirement in the Contract Documents relating to the Submittal, and except as may be permitted by Hydro’s Representative in writing, submit a Submittal Item in the latest version of:

(e)

(i)

the applicable electronic format as set out in the Contract Documents; or

(ii)

Adobe Acrobat [.pdf] format if not explicitly set out in the Contract Documents;

submit each Submittal separately, and not combined with another Submittal; Main Civil Works – Schedule 5 [Submittals Procedure]

BC Hydro Site C Clean Energy Project 8060556_28|NATDOCS

(f)

include with each Submittal a Transmittal cover sheet that sets out: (i)

a unique tracking number for the Submittal, to identify the Submittal separately from all other Submittals;

(ii)

the Contract Number;

(iii)

the date of the Submittal;

(iv)

a list of all Submittal Items, including all documents, information and data included with, or required for, the interpretation of the Submittal, including details of all attachments and other documents, information and data incorporated by reference;

(v)

the designation of the Submittal, or as may be required an individual Submittal Item, as one of the following: (A)

“For Information Only” if the Contract Documents expressly provide that the Submittal or Submittal Item is submitted to BC Hydro solely “For Information Only”;

(B)

“For Review” if in accordance with the Contract Documents it is submitted pursuant to Section 4.1 of this Schedule 5 [Submittals Procedure]; or

(C)

“For Consent” if in accordance with the Contract Documents it is submitted pursuant to Section 4.2 of this Schedule 5 [Submittals Procedure];

(vi)

a brief description of the purpose of the Submittal, including reference to the relevant provision(s) of the Contract Documents under which it is being submitted; and

(vii)

for each Submittal Item included in the Submittal, as applicable: (A)

version/revision number of a Document that is included in the Submittal; and

(B)

details of any previous Document(s) that will be superseded by the new Document(s) (other than previous versions/revisions of those Submittal Items);

(g)

include the names of the Contractor’s personnel involved in preparing and reviewing the Submittal, or as appropriate individual Submittal Items, and the signature of the Contractor’s representative responsible for the preparation of the Submittal or the Submittal Items;

(h)

cause each Submittal, or as appropriate individual Submittal Items, to be signed or sealed by persons with appropriate professional designations (the “Professional of Record” or “PoR”) to the extent signing or sealing of the document is required under the Contract Documents, the Engineers and Geoscientists Act (British Columbia), other applicable Laws, Permits or Good Industry Practice. For professional engineering, a Professional of Record is a Professional Engineer registered and licensed to practice Professional Engineering in British Columbia. The seal will always be signed, dated and be applied in a prominent location. The terms “seal” and “stamp” are interchangeable; and

(i)

compile and maintain a register of all Submittals, and as applicable the Hydro’s Representative’s endorsement of each such Submittal or Submittal Items, in a format and location to be agreed by the parties so as to be accessible by both parties.

Main Civil Works – Schedule 5 [Submittals Procedure] BC Hydro Site C Clean Energy Project 8060556_28|NATDOCS

2.4

Re-Submittals

Where a resubmission of a Submittal, or any individual Submittal Item, is required, the resubmission will be deemed to be a new and separate Submittal. 2.5

Delivery of Submittals by Contractor

The Contractor will deliver Submittals as follows: (a)

except as may be expressly directed or permitted otherwise in the Contract Documents, the Contractor will submit all Submittals to Hydro’s Representative by way of delivery of the Submittal, including all Submittal Items, electronically to Site C Document Control as described in Section 2.1 of Schedule 2 [General Conditions], and no Submittal or related correspondence will be of effect, or may be relied on by either party, unless and until the Submittal or related correspondence is so delivered to Site C Document Control;

(b)

for the purposes of the delivery of a Submittal electronically under Section 2.5(a) of this Schedule 5 [Submittals Procedure], Section 5.2 of the Agreement will apply; and

(c)

within 14 days of a written request from Hydro’s Representative, the Contractor will deliver to Hydro’s Representative two hardcopies of the Submittal.

2.6

Submittal Schedule

The Contractor will: (a)

(b)

submit to Hydro’s Representative for Review within 90 days after the Effective Date a Submittal Schedule (a “Submittal Schedule”) in the form attached as Appendix 5-1 to this Schedule 5 [Submittals Procedure] listing: (i)

all Submittals required to be submitted to BC Hydro under the Contract Documents;

(ii)

for each Submittal, the Contractor’s document number;

(iii)

for each Submittal, a reference to the relevant section of the Contract Documents under which the Submittal is required to be submitted;

(iv)

the designation of each Submittal (For Information Only, for Review, or for Consent) as set out in the Contract Documents;

(v)

the scheduled date of submission for each Submittal; and

provide in the Submittal Schedule (including in any amendment to the Submittal Schedule as required under the Contract Documents): (i)

the submission of Submittals in a sequence in accordance with the requirements of the Contract Documents;

(ii)

a minimum of: (A)

21 days for consideration by Hydro’s Representative of each Submittal to be submitted for Review; and

(B)

30 days for consideration by Hydro’s Representative of each Submittal to be submitted for Consent, Main Civil Works – Schedule 5 [Submittals Procedure]

BC Hydro Site C Clean Energy Project 8060556_28|NATDOCS

in each case taking into account as applicable from time to time the volume and complexity of the Submittals and the resources reasonably necessary to consider such Submittals; (c)

provide the Submittal Schedule in Excel [.xlsx] format; and

(d)

update the Contractor’s Submittal Schedule to include the assigned BC Hydro Document Numbers upon receipt of the assigned numbers from BC Hydro.

If BC Hydro receives a Submittal after 12 pm Vancouver time, the Submittal will be deemed to have been submitted on the next Business Day. 2.7

Submittal Schedule Updates

The Contractor will, as may be required from time to time, at a minimum no less than every three months, update the Submittal Schedule so that the Submittal Schedule is at all times an accurate and complete record of the Contractor’s obligations with respect to Submittals including: (a)

to substitute revised dates or information as may be permitted by the Contract Documents; and

(b)

to include information relating to new Submittals as may be required by BC Hydro from time-totime, acting reasonably.

Either party's Representative may, from time to time and at any time recommend to the other party's Representative that adjustments are required to update the Submittal Schedule so that it is consistent with the then current Work Program and Schedule. Upon such recommendation, the Contractor will submit an updated Submittal Schedule to Hydro’s Representative for Consent. 3

SUBMITTAL ENDORSEMENTS

3.1

Review and Consent Endorsements

Hydro’s Representative will endorse a Submittal that is submitted for Review or Consent with one of the following four endorsements: (a)

“Accepted” or “Code 1”, which will be deemed to mean that Hydro’s Representative did not observe any aspect or element of the Submittal that did not comply with the Contract Documents and accordingly saw no reason why the Contractor should not proceed with that portion of the Work that is specifically the subject of the Submittal;

(b)

“Proceed Except As Noted and Re-Submit” or “Code 2”, which will be deemed to mean that, subject to the amendments or corrections or comments as noted in writing by Hydro’s Representative, Hydro’s Representative did not observe any aspect or element of the Submittal that did not comply with the Contract Documents and accordingly subject to such amendments or corrections or comments saw no reason why the Contractor should not proceed with that portion of the Work that is specifically the subject of the Submittal;

(c)

“Do Not Proceed - Re-Submit as Noted” or “Code 3”, which will be deemed to mean that, because of the noted portion(s) of the Work covered by the Submittal which Hydro’s Representative is of the opinion do not comply with the Contract Documents, the Contractor should not proceed with the portion of the Work that is specifically the subject of the Submittal; or

(d)

“Rejected” or “Code 4”, which will be deemed to mean that Hydro’s Representative is of the opinion that the Submittal does not comply with the Contract Documents and that the Contractor should not proceed with the portion of the Work that is specifically the subject of the Submittal. Main Civil Works – Schedule 5 [Submittals Procedure]

BC Hydro Site C Clean Energy Project 8060556_28|NATDOCS

Hydro Representative’s written notes setting out the amendments or corrections or comments to a Submittal, as noted in this Section 3.1, may be noted on the Submittal or on a separate document accompanying the Submittal. If a Submittal submitted by the Contractor is made up of more than one Submittal Item, Hydro’s Representative may, notwithstanding anything to the contrary in this Schedule 5 [Submittals Procedure] endorse any individual Submittal Item in accordance with this Section 3.1 as if that Submittal Item was a Submittal. 3.2

Delivery of Endorsed Submissions by BC Hydro

Where Hydro’s Representative is required by the Contract Documents to deliver a Submittal containing an endorsement to the Contractor, Hydro’s Representative will deliver the Submittal to the Contractor as follows: (a)

except as may be expressly directed or permitted otherwise in the Contract Documents, Hydro’s Representative will submit all Submittals to the Contractor by way of delivery of the Submittal electronically to Site C Document Control, as described in Section 2.1 of Schedule 2 [General Conditions], and no Submittal or related correspondence will be of effect, or may be relied on by either party, unless and until the Submittal or related correspondence is so delivered to Site C Document Control; and

(b)

for the purposes of the delivery of a Submittal electronically under Section 3.2(a) of this Schedule 5 [Submittals Procedure], Section 5.2 of the Agreement will apply.

If a Submittal submitted by the Contractor is made up of more than one Submittal Item, Hydro’s Representative may, notwithstanding anything to the contrary in this Schedule 5 [Submittals Procedure] deliver any individual Submittal Item in accordance with this Section 3.2 as if that Submittal Item was a Submittal. 3.3

Disputes Regarding a Submittal

If the Contractor disputes Hydro’s Representative’s interpretation of the Contract Documents with respect to a “Proceed Except As Noted and Re-Submit” endorsement, a “Do Not Proceed - Re-Submit as Noted” endorsement, or a “Rejected” endorsement on a Submittal delivered by Hydro’s Representative under this Schedule 5 [Submittals Procedure] then the Contractor’s Representative may within seven days of the Contractor’s receipt of such comments refer the dispute to the Dispute Resolution Procedure. In the event of such dispute the Contractor will not proceed with that portion of the Work that is specifically the subject of the disputed endorsement or notations prior to the completion of the Dispute Resolution Process unless: (a)

the Contractor accepts BC Hydro’s interpretation of the Contract Documents and terminates the Dispute Resolution Process; or

(b)

BC Hydro gives a direction to the Contractor under Section 3.4 of Schedule 14 [Dispute Resolution Procedure].

If the Contractor determines that in order to maintain compliance with the Work Program and Schedule it is necessary for it to proceed in respect of the matter that is in Dispute, then following written notice to BC Hydro the Contractor will proceed in accordance with the position of BC Hydro, and the provisions of Section 3.4 of Schedule 14 [Dispute Resolution Procedure] will be deemed to apply. If a Submittal submitted by the Contractor is made up of more than one Submittal Item and the Contractor disputes Hydro’s Representative’s interpretation of the Contract Documents with respect to a “Proceed Except As Noted and Re-Submit” endorsement, a “Do Not Proceed - Re-Submit as Noted” endorsement, Main Civil Works – Schedule 5 [Submittals Procedure] BC Hydro Site C Clean Energy Project 8060556_28|NATDOCS

or a “Rejected” endorsement on that Submittal Item delivered by Hydro’s Representative under this Schedule 5 [Submittals Procedure], then the Contractor’s Representative may refer the dispute to the Dispute Resolution Procedure in accordance with this Section 3.3 as if that Submittal Item was a Submittal. 4

REVIEW AND CONSENT

4.1

Review

The following procedure (collectively, “Review”) will apply where the Contract Documents require that a Submittal is to be submitted for BC Hydro’s Review: (a)

the Submittal will be submitted in accordance with Section 2 of this Schedule 5 [Submittals Procedure];

(b)

Hydro’s Representative will within 21 days (or such other period as may be specified in the Contract Documents) of receipt of the Submittal return the Submittal to the Contractor, by delivering the Submittal as described in Section 3.2 of this Schedule 5 [Submittals Procedure], endorsed with one of the four endorsements set out in Section 3.1 of this Schedule 5 [Submittals Procedure];

(c)

subject to Section 5.1 of this Schedule 5 [Submittals Procedure], if Hydro’s Representative fails to return any Submittal or Submittal Item duly endorsed as described by Section 3.1 of this Schedule 5 [Submittals Procedure] within the time set out in Section 4.1(b) of this Schedule 5 [Submittals Procedure], that Submittal, or Submittal Item as the case may be, will be deemed to have been endorsed “Accepted” by BC Hydro and the Contractor will mark one copy of the Submittal or Submittal Item “Deemed Accepted” and deliver it to Hydro’s Representative in accordance with Section 2.5 of this Schedule 5 [Submittals Procedure], and the Submittal or Submittal Item will thereafter be deemed to have been endorsed “Accepted”;

(d)

subject to Section 3.3 of this Schedule 5 [Submittals Procedure], the Contractor will comply with the direction of an endorsement as described in Section 3.1 of this Schedule 5 [Submittals Procedure],

and, for certainty: (e)

the Contractor will promptly deliver to Hydro’s Representative for Review electronic copies of all Submittals that pursuant to the endorsements have been modified by the Contractor for Review; and

(f)

in respect of that portion of the Work that is specifically the subject of a Submittal, which Submittal has been endorsed by Hydro’s Representative under Section 3.1(b), Section 3.1(c) or Section 3.1(d) of this Schedule 5 [Submittals Procedure] and which Submittal is then required by the Contract Documents to be re-submitted for Review, the Contractor will not proceed with any such Work prior to Hydro’s Representative returning that Submittal endorsed “Accepted”.

4.2

Consent

The following procedure (collectively, “Consent”) will apply where the Contract Documents require that a Submittal is to be submitted for BC Hydro’s Consent: (a)

the Submittal will be submitted in accordance with Section 2 of this Schedule 5 [Submittals Procedure];

Main Civil Works – Schedule 5 [Submittals Procedure] BC Hydro Site C Clean Energy Project 8060556_28|NATDOCS

(b)

Hydro’s Representative will within 30 days (or such other period as may be specified in the Contract Documents) of receipt of the Submittal return the Submittal to the Contractor, by delivering the Submittal as described in Section 3.2 of this Schedule 5 [Submittals Procedure], endorsed with one of the four endorsements set out in Section 3.1 of this Schedule 5 [Submittals Procedure];

(c)

subject to Section 5.1 of this Schedule 5 [Submittals Procedure], if Hydro’s Representative fails to return any Submittal or Submittal Item duly endorsed as described by Section 3.1 of this Schedule 5 [Submittals Procedure], that Submittal, or Submittal Item as the case may be, will be deemed to have been endorsed “Rejected” by BC Hydro and the Contractor will mark one copy of the Submittal or Submittal Item “Deemed Rejected” and deliver it to Hydro’s Representative in accordance with Section 2.5 of this Schedule 5 [Submittals Procedure], and the Submittal or Submittal Item will thereafter be deemed to have been endorsed “Rejected”;

(d)

subject to Section 3.3 of this Schedule 5 [Submittals Procedure] the Contractor will comply with the direction of an endorsement as described in Section 3.1 of this Schedule 5 [Submittals Procedure],

and, for certainty: (e)

the Contractor will promptly deliver to Hydro’s Representative for Consent electronic copies of all Submittals that pursuant to the endorsements have been modified by the Contractor for Consent;

(f)

in respect of that portion of the Work that is specifically the subject of a Submittal, which Submittal has been endorsed by Hydro’s Representative under Section 3.1(b), Section 3.1(c) or Section 3.1(d) of this Schedule 5 [Submittals Procedure] and which Submittal is then required by the Contract Documents to be re-submitted for Consent the Contractor will not proceed with any such Work prior to Hydro’s Representative returning that Submittal endorsed “Accepted”; and

(g)

in respect of that portion of the Work that is specifically the subject of a Submittal, which Submittal has been endorsed “Rejected” pursuant to Section 4.2(c) of this Schedule 5 [Submittals Procedure] and which Submittal is then required by the Contract Documents to be re-submitted for Consent, BC Hydro will within 14 days of receipt of such re-submitted Submittal return the Submittal to the Contractor, by delivering the Submittal as described in Section 3.2 of this Schedule 5 [Submittals Procedure], endorsed with one of the four endorsements set out in Section 3.1 of this Schedule 5 [Submittals Procedure], and the remainder of Section 4.2 of this Schedule 5 [Submittals Procedure] will apply to such re-submitted Submittal.

4.3

Submittals Deemed for Review

Every Submittal will be deemed to be submitted to BC Hydro for Review except as expressly required otherwise in the Contract Documents. 5

GENERAL TERMS

5.1

General Grounds for Objection or Rejection

If the Contract Documents expressly provide that BC Hydro will act reasonably in connection with the consideration of a Submittal, Hydro’s Representative may, acting reasonably, make comments in relation to, or reject, the Submittal specifically on any of the following grounds: (a)

the Submittal: (i)

does not comply with, does not conform to, conflicts with, or is inconsistent with the requirements of the Contract Documents; Main Civil Works – Schedule 5 [Submittals Procedure]

BC Hydro Site C Clean Energy Project 8060556_28|NATDOCS

5.2

(ii)

is inconsistent with, or conflicts with, the contents, requirements or procedures described in a previously submitted related Submittal that was endorsed “Accepted”;

(iii)

is not in compliance with Good Industry Practice;

(iv)

does not conform with the requirements of the applicable Submittal Schedule;

(v)

does not include the required content as required under Section 2.2 of this Schedule 5 [Submittals Procedure];

(vi)

would if implemented be expected to: (A)

endanger public safety; or

(B)

give rise to a breach, or be in breach, of Laws or Permits.

Request for Further Information

If Hydro’s Representative, acting reasonably and without delay, makes a written request to the Contractor for further or other information, data or documents in order to fully consider a Submittal: (a)

the Contractor will, in a form that facilitates BC Hydro’s use of the additional information: (i)

no later than seven days following such request, submit to Hydro’s Representative such further or other information, data and documents; and

(ii)

take all such steps as may be required to satisfy Hydro’s Representative that the proposed information, data and documents or the Contractor’s proposed course of action complies with the Contract Documents; and

(b)

the time periods referred to in Section 4.1 or Section 4.2 of this Schedule 5 [Submittals Procedure], as the case may be, will not commence to run until such time as Hydro’s Representative has received the requested information, data or documents from the Contractor. The Contractor may request confirmation of receipt for the purposes of confirming the commencement of a time period.

5.3

Right to Require Work to be Corrected

If the Contractor proceeds with a portion of the Work that is specifically the subject of a Submittal, including without limitation any subsequent design, fabrication, assembly, construction or installation, prior to receiving an endorsement or deemed endorsement indicating that BC Hydro has no objection to such Work, then Hydro’s Representative may: (a)

direct the Contractor to uncover or disassemble and make good such Work at the Contractor’s sole cost and expense and the provisions of Section 3.16(k) of Schedule 2 [General Conditions] will apply; or

(b)

direct the Contractor to make changes to the design or completed fabrication, assembly, construction or installation to the extent permitted under the Contract and make good such Work at the Contractor’s sole cost and expense and the provisions of Section 3.16(k) of Schedule 2 [General Conditions] will apply.

Main Civil Works – Schedule 5 [Submittals Procedure] BC Hydro Site C Clean Energy Project 8060556_28|NATDOCS

5.4

Review and Consent no Waiver

Except as may be expressly set out otherwise in the Contract Documents, nothing in Hydro’s Review or Consent will: (a)

relieve or exempt the Contractor or any other Person for whom the Contractor is in law responsible from any of its or their obligations and liabilities under the Contract, at law or in equity;

(b)

constitute a waiver or release by BC Hydro of any duty or liability owed by the Contractor or any other Person to BC Hydro, or of any indemnity given by the Contractor to BC Hydro under the Contract;

(c)

create or impose any requirement, liability, covenant, agreement or obligation on BC Hydro; or

(d)

entitle the Contractor to make any claim against BC Hydro for, or to recover from BC Hydro, any losses or damages.

5.5

Changes

With respect to Hydro’s Review and Consent: (a)

If the Contractor considers that compliance with any endorsement, comment or objection raised by Hydro's Representative under this Schedule 5 [Submittals Procedure] would lead to a Change, the Contractor will, before taking into account such comment or objection, so notify BC Hydro in writing. If it is agreed by BC Hydro that such comments or objections would lead to a Change then the procedure as detailed in Schedule 12 [Changes] will apply. If the parties are unable to reach agreement as to whether such comment or objection would lead to a Change, then either party may refer the matter directly to the Referee in accordance with Schedule 14 [Dispute Resolution Procedure].

(b)

If BC Hydro requires alterations or additions to the Submittals or an aspect or portion of the design for which BC Hydro previously endorsed “Accepted” or “Proceed Except As Noted and Re-Submit”, then to the extent only that those alterations or additions would lead to a Change, Section 4 of Schedule 12 [Changes] applies.

(c)

In all cases, the parties will cooperate to identify potential alternative solutions to any comments or objections raised that would not lead to a Change.

Main Civil Works – Schedule 5 [Submittals Procedure] BC Hydro Site C Clean Energy Project 8060556_28|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 6 SPECIFICATIONS AND DRAWINGS TABLE OF CONTENTS 1

INTERPRETATION.......................................................................................................................... 2 1.1 1.2 1.3 1.4

Definitions .................................................................................................................................. 2 Read Together ........................................................................................................................... 2 Section References.................................................................................................................... 2 Miscellaneous ............................................................................................................................ 3

ENGINEERING AND DRAFTING STANDARDS ............................................................................ 3

DRAWINGS ..................................................................................................................................... 4 3.1 3.2 3.3 3.4 3.5 3.6

Drawings Provided to the Contractor ......................................................................................... 4 Drawings Provided by the Contractor ........................................................................................ 4 As-Constructed Information ....................................................................................................... 4 Record Drawings ....................................................................................................................... 4 Marked-Up IFC Drawings .......................................................................................................... 5 Review of Drawings ................................................................................................................... 5

TEST AND SURVEY REPORTS ..................................................................................................... 6

GENERAL ........................................................................................................................................ 6 5.1

Language and Units ................................................................................................................... 6

APPENDIX 6-1 APPENDIX 6-2 APPENDIX 6-3

SCOPE OF WORK TECHNICAL SPECIFICATIONS DRAWINGS

Main Civil Works â&#x20AC;&#x201C; Schedule 6 [Specifications and Drawings] BC Hydro Site C Clean Energy Project 13727057_10|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 6 SPECIFICATIONS AND DRAWINGS 1

INTERPRETATION

1.1

Definitions

In this Schedule 6 [Specifications and Drawings], in addition to the definitions set out in Schedule 1 [Definitions and Interpretation]: “APEGBC” means the Association of Professional Engineers and Geoscientists of British Columbia; “Drawings” means all drawings contained in Appendix 2-5 [Proposal Extracts], Appendix 6-3 [Drawings] and otherwise prepared in accordance with the Contract Documents, as may be amended, deleted or added to pursuant to the terms of the Contract Documents; “Equivalent” means materials, products or equipment that Hydro’s Representative has approved in writing may be used in substitution for materials, products or equipment specified in the Specifications or Drawings; “Marked Up IFC Drawing” has the meaning set out in Clause 3.5(a) of this Schedule 6 [Specifications and Drawings]; “Record Drawing” has the meaning set out in Clause 3.4(a) of this Schedule 6 [Specifications and Drawings]; and “Specifications” or “Technical Specifications” means the contents of Appendix 6-2 [Technical Specifications], as may be amended, deleted or added to pursuant to the terms of the Contract Documents. 1.2

Read Together

The Specifications and Drawings are complementary and will be read and interpreted together and, as the context requires, what is required by any one Specification or Drawing will be deemed to be required by all Specifications and Drawings. 1.3

Section References

In this Schedule 6 [Specifications and Drawings]: (a)

when the phrase “this Section” is used in Appendix 6-2 [Technical Specifications], it refers to the section in which the reference is made. For illustration, when the phrase “this Section” is used in Section 13 60 00 [Diversion Hydromechanical Equipment] of Appendix 6-2 [Technical Specifications], the reference is to Section 13 60 00 [Diversion Hydromechanical Equipment] of Appendix 6-2 [Technical Specifications]; and

(b)

in Appendix 6-2 when the phrase “Section xx xx xx [Name of Section]” is used, it refers to another Section of Appendix 6-2 [Technical Specifications]. For illustration, “as specified in Section 05 12 23 [Structural Steel, Miscellaneous Metals and Embedded Parts]” is a reference to Section 05 12 23 [Structural Steel, Miscellaneous Metals and Embedded Parts] of Appendix 6-2 [Technical Specifications].

Main Civil Works – Schedule 6 [Specifications and Drawings] BC Hydro Site C Clean Energy Project 13727057_10|NATDOCS

1.4

Miscellaneous

In this Schedule 6 [Specifications and Drawings]: (a)

wherever the words “directed”, “required”, “permitted”, “approved”, “approval”, “specified”, “accepted” or “acceptance” are used, such words, as the context allows, will be deemed to be followed by the words “by Hydro’s Representative”, whether or not the latter words appear;

(b)

wherever the words “as indicated”, “where indicated” or “as otherwise indicated” are used, such words, as the context allows, will be deemed to be followed by the words “in the Contract Documents”, whether or not the latter words appear;

(c)

wherever the capitalized term “Equal” is used, it will be deemed to mean Equivalent;

(d)

any reference to “Ministry of Transportation and Infrastructure Representative” will, as the context may require, be deemed to be a reference to Hydro’s Representative;

(e)

no revision of any Technical Specification or Drawing that has been issued or approved by Hydro’s Representative will be valid unless and until the revision is approved by Hydro’s Representative in writing;

(f)

any requirement for Work on Site to be approved by BC Hydro, including Hydro’s Representative, before proceeding will be deemed to be a Hold Point;

(g)

any reference to the Work or the performance of the Work will be deemed to include work to be performed by a Subcontractor;

(h)

the words “confirmed in writing” or words with similar meaning shall be deemed to mean confirmed in writing in advance of the applicable action being taken or activity performed;

(i)

the words ‘re-work’ or ‘replacement’ or words with similar meaning shall be deemed to be mean that the Contractor will perform such re-work or replacement as part of the Work at no additional cost to BC Hydro;

(j)

the obligations are written as obligations of the Contractor except as expressly stated otherwise; and

(k)

reference to “Laws” will be deemed to include a reference to “Permits”.

ENGINEERING AND DRAFTING STANDARDS

Notwithstanding anything to the contrary in the Contract, the Contractor will, in preparing any Drawings, comply with the following, copies of which are in the Data Room and are included in the Contract by reference: (a)

BC Hydro engineering standards as referenced in Appendix 6-2 [Technical Specifications]; and

(b)

BC Hydro’s drafting requirements for preparation of Drawings showing permanent works located in the Data Room (DR# 1016.REF.00670).

Main Civil Works – Schedule 6 [Specifications and Drawings] BC Hydro Site C Clean Energy Project 13727057_10|NATDOCS

DRAWINGS

3.1

Drawings Provided to the Contractor

(a)

The Drawings in Appendix 6-3 [Drawings] include drawings provided to the Contractor, including as part of RFP #1824. Such Drawings are only intended to indicate the location, type and scope of Work and are not to be relied upon by the Contractor for construction of the Work.

(b)

As set out in Section 3.18 of Schedule 2 [General Conditions], only the IFC Drawings are to be used by the Contractor for construction of the Work.

(c)

The Contractor will verify on Site all levels and dimensions indicated on the IFC Drawings before commencing construction and will notify Hydro’s Representative of any differences or discrepancies between the levels and dimensions measured on Site and such levels and dimensions on the IFC Drawings.

(d)

The Contractor will not determine any dimensions by taking measurements from the Drawings.

3.2

Drawings Provided by the Contractor

(a)

The Contractor will prepare and issue IFC Drawings for all aspects of Design-Build Work in accordance with Appendix 6-2 [Technical Specifications].

(b)

All Drawings required to be prepared by the Contractor under the Contract Documents will comply with the engineering and drafting standards specified in this Schedule 6 [Specifications and Drawings].

3.3

As-Constructed Information

(a)

For all Work, the Contractor will record as-constructed information concurrently with, and in any event no later than seven days after, the performance of such Work.

(b)

The Contractor will not conceal any Work until the required information is recorded in accordance with Sections 3.4 and 3.5 of this Schedule 6 [Specifications and Drawings].

3.4

Record Drawings

(a)

The Contractor will prepare Drawings for all aspects of the Design-Build Work that record the Work as-constructed by the Contractor (“Record Drawings”).

(b)

All Record Drawings will: (i)

be marked “Record Drawing”;

(ii)

accurately show all as-constructed information, including: (A)

the final location, layout, dimensions and details of the Work in accordance with the Contract Documents;

(B)

field changes of dimensions and details;

(C)

changes to the Work made by Change Orders and Change Directives;

Main Civil Works – Schedule 6 [Specifications and Drawings] BC Hydro Site C Clean Energy Project 13727057_10|NATDOCS

(D)

any details not included on the Drawings provided to the Contractor or on the drawings prepared by the Contractor; and

(E)

any other deviations from the Contract Documents;

(iii)

be based on the IFC Drawings prepared by the Contractor in their native file format, which for works incorporated into the permanent Work, will be AutoCAD 2014 or other software Accepted by Hydro’s Representative;

(iv)

meet the requirements set out in APEGBC’s Quality Management Guidelines entitled “Use of the APEGBC Seal”; and

(v)

be sealed, signed and dated by a Professional Engineer in accordance with APEGBC acceptable practice.

3.5

Marked-Up IFC Drawings

(a)

For all Work other than the Design-Build Work, the Contractor will mark-up the IFC Drawings provided to the Contractor for such Work to record any difference between such IFC Drawings and the Work constructed by the Contractor (“Marked-Up IFC Drawings”).

(b)

All Marked-Up IFC Drawings will: (i)

be marked “Marked-Up IFC Drawing”;

(ii)

accurately, neatly and legibly show all as-constructed information, including: (A)

the final location, layout, dimensions and details of the Work in accordance with the Contract Documents;

(B)

field changes of dimensions and details;

(C)

changes to the Work made by Change Orders and Change Directives;

(D)

any details not included on the Drawings provided to the Contractor or on the drawings prepared by the Contractor; and

(E)

any other deviations from the Contract Documents;

(iii)

be based on the IFC Drawings and supplementary Drawings (if any) provided by Hydro’s Representative in PDF format; and

(iv)

be prepared using Autodesk Design Review, or other software Accepted by Hydro’s Representative.

3.6

Review of Drawings

(a)

No later than 60 days after the end of each calendar year, the Contractor will submit to Hydro’s Representative for Review a full set of the Marked-Up IFC Drawings and Record Drawings for Work completed during that year, as follows: (i)

two copies of each drawing in hard copy form;

Main Civil Works – Schedule 6 [Specifications and Drawings] BC Hydro Site C Clean Energy Project 13727057_10|NATDOCS

(ii)

one electronic copy of each Marked-Up IFC Drawing and supplementary drawing in its native Autodesk Design Review format, or other native file format Accepted by Hydro’s Representative; and

(iii)

one electronic copy of each Record Drawing in its native AutoCAD 2014 file format, or other native file format Accepted by Hydro’s Representative.

(b)

Hydro’s Representative may at any time request copies of the Record Drawings and Marked-Up IFC Drawings for review. The Contractor will submit electronic copies of the requested drawings no later than 72 hours after receiving such a request.

TEST AND SURVEY REPORTS

(a)

Where testing is required pursuant to Appendix 6-2 [Technical Specifications], the Contractor will submit the results of such testing to Hydro’s Representative in a report which complies with the following requirements: (i)

reporting for each type of test will conform to the requirements of the relevant standards specified in Appendix 6-2 [Technical Specifications];

(ii)

the report will include, at a minimum:

(iii)

(A)

the location of the test or of the sampling of material tested in accordance with the UTM Zone 10 NAD 83 system;

(B)

for material sampled or tested at the fabrication site, the approximate location of the destination of the material representative of the sample;

(C)

the time, date and the weather conditions at the time of sampling or testing; and

(D)

the names of the person(s) carrying out the sampling or testing; and

in addition to the requirements of Appendix 6-2 [Technical Specifications], all data will be submitted in comma-separated-value (.csv) format.

(b)

Surveying of the final surfaces of excavations and structures specified in Clause 3.2.1.1 of Section 01 11 10 [Scope of Work] will be provided in accordance with the UTM Zone 10 NAD 83 system and supplied to Hydro’s Representative in comma-separated-value (.csv) format.

GENERAL

5.1

Language and Units

In the Specifications and Drawings: (a)

The language to be used for all nameplates and documentation is English;

(b)

The units of measurement shall be the International System of Units (SI);

(c)

All instrument graduations and inscriptions shall comply with the SI system;

(d)

The Universal Transverse Mercator (UTM) LiDAR data produced for the Site C Project is to NAD83 datum, UTM Zone 10 and orthometric heights; and Main Civil Works – Schedule 6 [Specifications and Drawings]

BC Hydro Site C Clean Energy Project 13727057_10|NATDOCS

(e)

The standard drawing format is ISO A0.

Main Civil Works â&#x20AC;&#x201C; Schedule 6 [Specifications and Drawings] BC Hydro Site C Clean Energy Project 13727057_10|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 7 ENVIRONMENTAL OBLIGATIONS TABLE OF CONTENTS 1

INTERPRETATION.......................................................................................................................... 1 1.1

Definitions .................................................................................................................................. 1 GENERAL REQUIREMENTS ......................................................................................................... 2

2.1 2.2 3

Compliance with Environmental Requirements, Component Management Plans and EPPs ... 2 Costs borne by the Contractor ................................................................................................... 2 ENVIRONMENTAL MANAGER ...................................................................................................... 3

3.1 3.2 4

Environmental Manager ............................................................................................................. 3 Environment Manager Responsibilities ..................................................................................... 3 ENVIRONMENTAL ASPECT REGISTER....................................................................................... 4

4.1 4.2 5

Environmental Aspect Register ................................................................................................. 4 Environmental Aspect Register Updates ................................................................................... 4 COMPONENT MANAGEMENT PLANS ......................................................................................... 4

5.1 5.2 6

Component Management Plans ................................................................................................ 4 Amendments to Component Management Plans ...................................................................... 5 ENVIRONMENTAL PROTECTION PLAN ...................................................................................... 5

6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 7

Qualified Environmental Professional ........................................................................................ 5 Lead Qualified Environmental Professional ............................................................................... 6 Qualifications of Qualified Environmental Professional ............................................................. 6 Review of CEMP ........................................................................................................................ 6 EPPs .......................................................................................................................................... 6 Minimum Required EPPs ........................................................................................................... 8 Submittal of Environmental Protection Plans ............................................................................ 9 Amendments to Environmental Protection Plans ...................................................................... 9 ENVIRONMENTAL MONITORS ..................................................................................................... 9

7.1 8

Environmental Monitors ............................................................................................................. 9 ENVIRONMENTAL COORDINATOR ........................................................................................... 10

8.1 9

Environmental Coordinator ...................................................................................................... 10 ADDITIONAL ENVIRONMENTAL REPORTING .......................................................................... 10

9.1 9.2 10

Environmental Completion Report ........................................................................................... 10 Environmental Incidents .......................................................................................................... 10 ORIENTATION, TRAINING AND ENVIRONMENTAL TAILBOARD MEETINGS ....................... 11

10.1 10.2 10.3 11

Environmental Overview Training ............................................................................................ 11 Pre-Work Orientation ............................................................................................................... 12 Environmental Tailboard Meetings .......................................................................................... 12 HERITAGE REQUIREMENTS ...................................................................................................... 12

11.1 11.2

Heritage Resources ................................................................................................................. 12 Heritage Specialist ................................................................................................................... 12 Main Civil Works â&#x20AC;&#x201C; Schedule 7 [Environmental Obligations]

BC Hydro Site C Clean Energy Project 9305854_34|NATDOCS

11.3 11.4 11.5 11.6 12

Template for EPP Heritage Requirements .............................................................................. 12 Surface Inspections and Monitoring ........................................................................................ 13 Schedule Impacts of Heritage Requirements .......................................................................... 13 Chance Finds ........................................................................................................................... 13 HAZARDOUS SUBSTANCES ...................................................................................................... 13

12.1 12.2 12.3

General Obligations ................................................................................................................. 13 Discovery of Hazardous Substances and Hazardous Products .............................................. 14 Hazardous Products and Hazardous Substances Procedures ............................................... 14

APPENDIX 7-1

9305854_34|NATDOCS

CONTRACTOR ENVIRONMENTAL INCIDENT REPORT FORM

MAIN CIVIL WORKS CONTRACT SCHEDULE 7 ENVIRONMENTAL OBLIGATIONS 1

INTERPRETATION

1.1

Definitions

In this Schedule 7 [Environmental Obligations], in addition to the definitions set out in Schedule 1 [Definitions and Interpretation]: “Alteration Permit” has the meaning set out in Section 11.2 of this Schedule 7 [Environmental Obligations]; “CEMP” means the Site C Clean Energy Project Construction Environmental Management Plan dated June 5, 2015, as it may be amended from time to time, a copy of which is available from BC Hydro on request; “Component Management Plan” has the meaning set out in Section 5.1 of this Schedule 7 [Environmental Obligations]; “Environmental Aspect Register” has the meaning set out in Section 4.1 of this Schedule 7 [Environmental Obligations]; “Environmental Coordinator” has the meaning set out in Section 8.1 of this Schedule 7 [Environmental Obligations]; “Environmental Incident” means an event, act or omission that is, or has the potential to cause, a violation of any of the Environmental Requirements (such as, for illustration, a spill of oil, fuel or hazardous chemicals, or an unauthorized alteration, disruption, or destruction of aquatic or terrestrial habitat); “Environmental Manager” has the meaning set out in Section 3.1 of this Schedule 7 [Environmental Obligations]; “Environmental Monitor” has the meaning set out in Section 7.1 of this Schedule 7 [Environmental Obligations]; “Environmental Protection Plan” or “EPP” has the meaning set out in Section 6.5 of this Schedule 7 [Environmental Obligations]; “Environmental Requirements” has the meaning set out in the CEMP; “Environmental Specifications” has the meaning set out in the CEMP; “Environmental Tailboard Meeting” has the meaning set out in Section 10.3 of this Schedule 7 [Environmental Obligations]; “Environmentally Sensitive Area” has the meaning set out in the CEMP; “First Nation Environmental Monitors” has the meaning set out in Section 7.1 of this Schedule 7 [Environmental Obligations];

Main Civil Works – Schedule 7 [Environmental Obligations] BC Hydro Site C Clean Energy Project 9305854_34|NATDOCS

“Hazardous Products and Hazardous Substances Procedures” has the meaning set out in Section 12.3(a) of this Schedule 7 [Environmental Obligations]; “Heritage Specialist” has the meaning set out in Section 11.2 of this Schedule 7 [Environmental Obligations]; “Independent Environmental Monitor” means the person retained by BC Hydro under Section 1.4 of the CEMP to monitor the environmental impacts of the Project and report to government; “Pre-Work Orientation” has the meaning set out in Section 10.2 of this Schedule 7 [Environmental Obligations]; “Qualified Environmental Professional” means the person(s) appointed by the Contractor under Section 6.1 of this Schedule 7 [Environmental Obligations]; and “Stop Work Procedure” has the meaning set out in Section 6.5(m) of this Schedule 7 [Environmental Obligations]. 2

GENERAL REQUIREMENTS

2.1

Compliance with Environmental Requirements, Component Management Plans and EPPs

The Contractor: (a)

will be, and will cause the Subcontractors to be, fully knowledgeable of, and will cause the Subcontractors to, implement and comply with all the Environmental Requirements, all Component Management Plans and all EPPs as applicable to the performance of the Work at the Site;

(b)

will cause its employees and agents, and the employees and agents of the Subcontractors, to be fully knowledgeable of and will cause its employees and agents, and the employees and agents of the Subcontractors, to implement and comply with all Component Management Plans and EPPs as applicable to the performance of the Work at the Site;

(c)

without limiting Section 3.1 of Schedule 2 [General Conditions], will ensure that the construction means, methods, techniques, sequences and procedures for the Work comply with all the Environmental Requirements, all Component Management Plans and all EPPs as applicable to the performance of the Work at the Site;

(d)

will comply with all mitigation, management and monitoring plans referenced in Section 2.3 of the Heritage Resources Management Plan which is located in the Data Room at Site C Data Portal > Environment > Other Environmental Documents, and if an applicable Governmental Authority requires BC Hydro to prepare or modify such plans then the Contractor will cooperate with and assist BC Hydro in the preparation and modification of such plans; and

(e)

will collaborate with BC Hydro in the identification and design of mitigation measures within the Contractor’s Work Areas, where appropriate.

2.2

Costs borne by the Contractor

If unauthorized damage to the environment occurs, or threatens to occur, then the Contractor will, except to the extent the damage or threatened damage was or will be caused directly by BC Hydro, or a Person for whom BC Hydro is in law responsible (other than the Contractor and those engaged by or through the Contractor, including Subcontractors), pay all costs incurred to rectify that damage and comply with this Schedule 7 [Environmental Obligations]. Main Civil Works – Schedule 7 [Environmental Obligations] BC Hydro Site C Clean Energy Project 9305854_34|NATDOCS

ENVIRONMENTAL MANAGER

3.1

Environmental Manager

At all times during the performance of the Work the Contractor will employ a person as environmental manager for the performance of the Work (the “Environmental Manager”). The Environmental Manager will be a Key Individual. The Environmental Manager will have experience and expertise in the management and coordination of environmental requirements for a project similar in size and complexity to the Project and the Work, satisfactory to BC Hydro acting reasonably. Notwithstanding any provision of the Contract Documents, the Environmental Manager’s position will be full time, on Site. 3.2

Environment Manager Responsibilities

The Environmental Manager will have generally responsibility for the Contractor’s compliance with the Contractor’s environmental obligations in the performance of the Work as set out in the Contract Documents. The Environmental Manager’s obligations will include: (a)

oversee and coordinate the Contractor’s environmental resources, including Environmental Monitors, Environmental Coordinators and Qualified Environmental Professionals;

(b)

oversee and coordinate the Contractor’s environmental team to develop, approve, update and communicate EPPs as required by the Contract Documents;

(c)

oversee and coordinate the implementation of the requirements of each EPP in the performance of the Work;

(d)

sign all plans and procedures prepared by Qualified Environmental Professionals;

(e)

ensure that all environmental reporting as required by this Schedule 7 [Environmental Obligations] meets all applicable requirements set out in the Contract Documents;

(f)

coordinate and assist with environmental communications and training, including training on emergency response procedures, Environmental Incident procedures and Stop Work Procedures;

(g)

prepare, maintain and update the Environmental Aspect Register as required by this Schedule 7 [Environmental Obligations];

(h)

coordinate with the Quality Manager as required to ensure that all of the Contractor’s environmental obligations as set out in this Schedule 7 [Environmental Obligations] are performed in compliance with the Quality Management System, as applicable;

(i)

manage environmental inspection and monitoring activities;

(j)

analyze environmental testing results, report the results to the Contractor’s senior management team as necessary, and ensure that any follow-up action that may be required is completed in a timely manner;

(k)

review and approve audit and non-conformance reports, and summarize results and recommendations for the Contractor’s senior management team to review; and

(l)

ensure prompt correction of any environmental non-conformances.

Main Civil Works – Schedule 7 [Environmental Obligations] BC Hydro Site C Clean Energy Project 9305854_34|NATDOCS

ENVIRONMENTAL ASPECT REGISTER

4.1

Environmental Aspect Register

The Contractor will, within 90 days of the Effective Date, prepare and submit for Review an environmental aspect register (the “Environmental Aspect Register”) in a form satisfactory to BC Hydro acting reasonably, setting out all of the environmental requirements applicable to the performance of the Work at the Site. The Environmental Aspect Register will include details such as: (a)

identification of applicable Environmental Requirement, including applicable provision of the relevant Permit, EAC condition or Federal Decision Statement condition;

(b)

identification of applicable EPP;

(c)

description of the nature and scope of Work covered by the EPP, including a description of the sub-components of the EPP;

(d)

identification of Contractor representative responsible for Work covered by the EPP;

(e)

method of environmental compliance;

(f)

method and frequency of reporting;

(g)

status of compliance with each EPP sub-component during the reporting period; and

(h)

description of any events of non-compliance during the reporting period.

4.2

Environmental Aspect Register Updates

The Contractor will, as may be required from time to time, update the Environmental Aspect Register to reflect any additional requirements that may arise to reflect actual conditions encountered at the Site, and to reflect changes to the environmental obligations applicable to the performance of the Work at the Site, including changes in applicable Law (including regulatory requirements), changes in biophysical conditions at the Site or changes to the Contractor’s means, methods, techniques, sequences and procedures for the performance of the Work, and submit such updated Environmental Aspect Register for Review. 5

COMPONENT MANAGEMENT PLANS

5.1

Component Management Plans

Without limiting any of the Contractor’s obligations under this Schedule 7 [Environmental Obligations], including in particular Section 6.5 of this Schedule 7 [Environmental Obligations], the Contractor will, at least 30 days prior to the commencement of any Work at the Site, prepare and submit for Review detailed component management plans (each, a “Component Management Plan”) setting out the Contractor’s proposed minimum requirements for complying with the Environmental Requirements applicable to the Work performed at the Site, with respect to general components of the Work including: (a)

air quality;

(b)

vegetation and invasive plants;

(c)

erosion prevention and sediment control;

(d)

soil management, site restoration and re-vegetation; Main Civil Works – Schedule 7 [Environmental Obligations]

BC Hydro Site C Clean Energy Project 9305854_34|NATDOCS

(e)

blasting;

(f)

contamination and contaminated sites;

(g)

fisheries and aquatic habitat (covering, at a minimum, riparian habitat protection, sediment, work timing and salvage);

(h)

fuel handling and storage;

(i)

groundwater protection;

(j)

hazardous waste;

(k)

heritage recourses;

(l)

noise and vibration;

(m)

spill prevention and response;

(n)

surface water quality;

(o)

waste;

(p)

wildlife;

(q)

human-wildlife conflict;

(r)

restricted activity and work avoidance zone; and

(s)

acid rock drainage and metal leaching.

The Contractor will not perform any element of Work at the Site until the applicable Component Management Plan(s) has been submitted for Review and returned endorsed, or deemed endorsed, “Accepted”. 5.2

Amendments to Component Management Plans

The Contractor will cause the Qualified Environmental Professional to review and amend as necessary each Component Management Plan from time to time so that each Component Management Plan at all times complies with the CEMP and the Environmental Requirements. Prior to implementing any amendments to a Component Management Plan in the performance of the Work, the Contractor will submit such proposed amendments to Hydro’s Representative for Review. 6

ENVIRONMENTAL PROTECTION PLAN

6.1

Qualified Environmental Professional

The Contractor will, with respect to every element of the Work to be performed at the Site, appoint a Qualified Environmental Professional(s) who: (a)

is knowledgeable about the scope of the Work that will be performed at the Site; and

(b)

has experience and expertise,

to prepare an EPP as required by this Schedule 7 [Environmental Obligations]. Main Civil Works – Schedule 7 [Environmental Obligations] BC Hydro Site C Clean Energy Project 9305854_34|NATDOCS

6.2

Lead Qualified Environmental Professional

Without limiting Section 6.1 of this Schedule 7 [Environmental Obligations], the Contractor will appoint a Qualified Environmental Professional to act as the lead Qualified Environmental Professional, who will be responsible for the management and supervision of: (a)

each Qualified Environmental Professional appointed pursuant to Section 6.1 of this Schedule 7 [Environmental Obligations];

(b)

each Environmental Monitor engaged pursuant to Section 7.1 of this Schedule 7 [Environmental Obligations]; and

(c)

any other technical specialist, consultant or support that the Contractor retains with respect to the performance of the Work described in this Schedule 7 [Environmental Obligations].

6.3

Qualifications of Qualified Environmental Professional

Each Qualified Environmental Professional appointed pursuant to Section 6.1 or Section 6.2 of this Schedule 7 [Environmental Obligations] must be: (a)

an applied scientist or technologist who specializes in a relevant applied science or technology, including agrology, forestry, biology, engineering, geomorphology, geology, hydrology, hydrogeology or landscape architecture;

(b)

a member in good standing registered with the appropriate professional association in British Columbia, acting under such association’s Code of Ethics and subject to disciplinary action by such association; and

(c)

reasonably relied on to provide advice within his or her area of expertise through demonstrated suitable education, experience, accreditation and knowledge relevant to his or her field.

6.4

Review of CEMP

The Contractor will require that each Qualified Environmental Professional appointed will review and be knowledgeable of the CEMP and identify the provisions that may be applicable to the scope of Work to be performed at the Site. 6.5

EPPs

In advance of any element of Work performed at the Site the Contractor will require a Qualified Environmental Professional to prepare a written, detailed environmental protection plan (an “Environmental Protection Plan” or “EPP”) in respect of such Work that includes: (a)

a clear statement of objectives;

(b)

a description of potential Project effects and safety hazards, through consideration of baseline conditions and sensitive receptors;

(c)

clear documentation of applicable legislative requirements that must be adhered to, as well as BC Hydro policies, guidelines and other best management practices that will be followed;

(d)

a description of worker qualifications and training requirements pertaining to each of the plans associated with the CEMP;

Main Civil Works – Schedule 7 [Environmental Obligations] BC Hydro Site C Clean Energy Project 9305854_34|NATDOCS

(e)

a description of the particular Work activities and location to which the EPP applies, including mapping at a suitable scale;

(f)

identification of the specific applicable Environmental Requirements, including applicable Environmental Specifications;

(g)

identification of any Environmentally Sensitive Areas;

(h)

a determination of required relevant mitigation measures;

(i)

a description of environmental monitoring required during the performance of the Work at the Site covered by the EPP, including details regarding the type and frequency of observations and data collection, the methodologies of monitoring, and the protocols that will be followed. The environmental monitoring must be sufficient to reliably confirm that the performance of the Work complies with the EPP;

(j)

a description of environmental reporting required during the performance of the Work at the Site covered by the EPP, including: (i)

a reporting process or mechanism to confirm whether the performance of the Work or component of the Work at the Site to which such EPP relates complies with such EPP having regard to the nature of the Work or component of the Work, and to the Environmental Requirements and CEMP;

(ii)

any required testing or sampling to confirm that Work is proceeding in compliance with the Environmental Requirements;

(iii)

the type, content and frequency of the environmental reports to be prepared by an Environmental Monitor (using a template and format acceptable to BC Hydro) that the Contractor will submit to BC Hydro and to the Independent Environmental Monitor, which will include:

(iv)

(A)

a description of Work performed at the Site covered by the report;

(B)

a description of environmental monitoring activities covered by the report;

(C)

results of testing of environmental attributes, if any, as they become available;

(D)

a description of environmental issues and corresponding mitigation measures implemented, if any; and

(E)

a description of photographs (accompanied by identifying information such as date and location) documenting the Work activities, environmental issues, and corresponding mitigation measures implemented; and

the content of an annual report (in the format as may be specified by BC Hydro) for each calendar year in which the Work or component of the Work at the Site to which the EPP relates is performed, submitted by the following January 15, including: (A)

the quantity of each type of fuel consumed at the Site during the preceding year; and

(B)

the production throughput for the preceding year of on-Site processes that contribute to greenhouse gas emissions; and

Main Civil Works â&#x20AC;&#x201C; Schedule 7 [Environmental Obligations] BC Hydro Site C Clean Energy Project 9305854_34|NATDOCS

(v)

(k)

a requirement that each environmental report that the Contractor is required to submit under the EPP will be signed by a Qualified Environmental Professional;

a noise management program that describes: (i)

any construction activities that create noise that could reasonably be expected to disturb residents in close proximity to the Site; and

(ii)

the mitigation measures the Contractor will undertake to lessen the impact of the noise created by such construction activities;

(l)

a description of the procedure to be followed in the event of an Environmental Incident, including identification and implementation of mitigation measures and remedial or corrective actions; and

(m)

a description of the procedure to be followed in the event that an order to stop any of the Work is issued, including the identification of the person(s) with the authority to stop and restart the Work (the “Stop Work Procedure”).

The Qualified Environmental Professional will sign the EPP(s) confirming that the Qualified Environmental Professional reviewed the CEMP in preparation for writing the EPP, and that the EPP complies with the requirements of this Section 6.5 and with the CEMP, as it may be modified as of the date of the EPP. 6.6

Minimum Required EPPs

Without limiting any of the Contractor’s obligations under Section 6.5 of this Schedule 7 [Environmental Obligations], the Contractor will, at a minimum, prepare EPPs in respect of the following scopes of Work:

Main Civil Works – Schedule 7 [Environmental Obligations] BC Hydro Site C Clean Energy Project 9305854_34|NATDOCS

6.7

Submittal of Environmental Protection Plans

At least 30 days before commencing the performance of any Work or component of Work at the Site, the Contractor will submit the EPP in respect of such Work, prepared in compliance with Section 6.5 of this Schedule 7 [Environmental Obligations], to BC Hydro for Review. The Contractor will not perform any element of Work at the Site for which an EPP has not been prepared and endorsed “Accepted”. 6.8

Amendments to Environmental Protection Plans

The Contractor will cause the Qualified Environmental Professional to review and amend as necessary each EPP from time to time so that each EPP at all times complies with the CEMP and the Environmental Requirements. If at any time the Qualified Environmental Professional identifies the need for an amendment to an EPP, including an amendment to measures as described in the EPP or the addition of new measures, then the Contractor will stop or suspend the performance of the Work that is covered by the amendment as may be required to give effect to the pending amendment. Prior to implementing any amendments to an EPP, the Contractor will submit proposed amendments to Hydro’s Representative for Review. 7

ENVIRONMENTAL MONITORS

7.1

Environmental Monitors

The Contractor will engage one or more qualified monitors (each, an “Environmental Monitor”) to conduct the environmental monitoring as described and required in each EPP. An Environmental Monitor will be required to: (a)

perform the monitoring, if any, as specifically required in an EPP, and otherwise generally monitor the performance of the Work at the Site to confirm it is being performed in accordance with the requirements of the applicable EPP; and

(b)

in the event that the Environmental Monitor observes any Work or component of the Work at the Site being conducted in breach of the applicable EPP, immediately notify the Contractor’s designated person in accordance with the Stop Work Procedure. When an order to stop any of the Work is issued pursuant to the Stop Work Procedure, the Environmental Monitor will submit a report to BC Hydro and the Independent Environmental Monitor describing the particular Work, location and time of such breach, and the element of the EPP that was breached.

The Contractor will use reasonable commercial efforts to engage members of local Aboriginal groups to assist the Contractor in complying with the requirements of Section 2.3.1 of the CEMP (“First Nation Environmental Monitors”). If any Work or component of the Work is stopped pursuant to the Stop Work Procedure, the Contractor will not restart the particular Work until the Environmental Monitor is satisfied that such Work can proceed in compliance with the applicable EPP. Prior to an Environmental Monitor commencing any environmental monitoring of Work at the Site the Contractor will review with the Environmental Monitor the reporting procedures which the Environmental Monitor will follow in the event of an Environmental Incident as described in Section 9.2 of this Schedule 7 [Environmental Obligations].

Main Civil Works – Schedule 7 [Environmental Obligations] BC Hydro Site C Clean Energy Project 9305854_34|NATDOCS

ENVIRONMENTAL COORDINATOR

8.1

Environmental Coordinator

The Contractor will engage an environmental coordinator (the “Environmental Coordinator”) who will be required to facilitate implementation of environmental mitigation measures that the Contractor is required to undertake pursuant to this Schedule 7 [Environmental Obligations], including the following: (a)

ensure that all applicable environmental restrictions are integrated into the Contractor’s construction means, methods, techniques, sequences and procedures for the Work;

(b)

coordinate environmental mitigation measures, including wildlife, heritage and surveying requirements as set out in the Contract Documents, with the Contractor’s personnel;

(c)

communicate with the Environmental Monitor, as required, to identify any perceived or anticipated environmental concerns; and

(d)

participate in Contractor environmental overview training as described in Section 10.1 of this Schedule 7 [Environmental Obligations].

ADDITIONAL ENVIRONMENTAL REPORTING

9.1

Environmental Completion Report

The Contractor will, at the completion of the performance of the Work or component of the Work at the Site to which an EPP relates, submit to BC Hydro and to the Independent Environmental Monitor a report prepared by an Environmental Monitor using the template and format specified by BC Hydro, which will, at a minimum, include the following: (a)

a summary of the Work activities on Site;

(b)

a summary of the environmental management activities completed during the performance of the Work;

(c)

a description of any environmental issues encountered during the Work on Site, and the management and mitigation measures used to resolve those issues; and

(d)

representative Site photographs.

9.2

Environmental Incidents

The Contractor will establish reporting procedures to be followed by the Contractor and Subcontractors, and their respective employees in the event of an Environmental Incident, including reporting to the Qualified Environmental Professional and to the Contractor’s Representative. The Contractor will submit the reporting procedure to BC Hydro for Review. In the event of an Environmental Incident, the Contractor will: (a)

immediately report the Environmental Incident to BC Hydro and to the Independent Environmental Monitor and will, within five Business Days or such longer time as the circumstances may reasonably require, deliver to BC Hydro and to the Independent Environmental Monitor a written Environmental Incident report which includes, to the extent applicable to the Environmental Incident: (i)

photo documentation of the Environmental Incident; and Main Civil Works – Schedule 7 [Environmental Obligations]

BC Hydro Site C Clean Energy Project 9305854_34|NATDOCS

(ii)

(b)

descriptions of: (A)

the cause and nature of the Environmental Incident;

(B)

the approximate magnitude and duration of the Environmental Incident;

(C)

the area or habitat affected by the Environmental Incident;

(D)

the environmental resources affected by the Environmental Incident;

(E)

the results of any sample analyses taken in conjunction with the Environmental Incident;

(F)

mitigation measures taken to control or limit the activity causing the Environmental Incident;

(G)

additional proposed remedial or corrective actions recommended to address the Environmental Incident;

(H)

communications held with Project personnel with respect to the Environmental Incident;

(I)

communications with any third parties with respect to the Environmental Incident; and

(J)

the collection of samples which were required to characterize the extent and nature of the Environmental Incident; and

if the Environmental Incident is required under any applicable Laws or Permits to be reported to a Governmental Authority, immediately complete such report in accordance with the requirements of the applicable Laws or Permits.

Without limiting Section 9.2(a) of this Schedule 7 [Environmental Obligations], the Contractor will, in reporting an Environmental Incident, use the incident report form set out in Appendix 7-1 [Contractor Environmental Incident Report Form], or such other form as Hydroâ&#x20AC;&#x2122;s Representative may from time to time require. 10

ORIENTATION, TRAINING AND ENVIRONMENTAL TAILBOARD MEETINGS

10.1

Environmental Overview Training

Prior to commencing the performance of the Work at the Site, the Contractor will hold, and will cause its field crew supervisors, Environmental Monitors and the Environmental Coordinator to attend an environmental overview and training workshop, which will include the following, as applicable to the scope of the Work at the Site: (a)

the requirements of the EPPs applicable to the scope of the Work;

(b)

the roles and responsibilities of BC Hydro, the Contractor, the Environmental Manager, the Environmental Coordinator, the Qualified Environmental Professional(s), and the Environmental Monitors;

(c)

environmental mapping of Environmentally Sensitive Areas; and

(d)

procedures for reporting of Environmental Incidents and emergencies. Main Civil Works â&#x20AC;&#x201C; Schedule 7 [Environmental Obligations]

BC Hydro Site C Clean Energy Project 9305854_34|NATDOCS

10.2

Pre-Work Orientation

The Contractor will hold, and will cause all of its employees and agents, and the Subcontractors and their employees and agents to attend, a pre-work orientation meeting (a “Pre-Work Orientation”) prior to commencing the performance of the Work or component of the Work at the Site to inform its employees and agents, and the Subcontractors and their employees and agents of the Site-specific environmental requirements set out in the applicable EPP(s). The Contractor will document all Pre-Work Orientations and provide such documentation to BC Hydro upon request. 10.3

Environmental Tailboard Meetings

The Contractor will, prior to commencing the performance of the Work at the Site, and at regular intervals thereafter as required by the nature of the Work, hold field crew environmental tailboard meetings (each, an “Environmental Tailboard Meeting”) to discuss information including the following, as applicable: (a)

Environmentally Sensitive Areas, potential effects and applicable mitigation measures; and

(b)

construction activities planned.

The Contractor will document all Environmental Tailboard Meetings and provide such documentation to BC Hydro upon request. 11

HERITAGE REQUIREMENTS

11.1

Heritage Resources

Prior to the commencement of the Work at the Site, BC Hydro intends to complete all required archaeological excavations in accordance with the requirements of the Heritage Conservation Act (British Columbia), and any other planned mitigation of heritage resources that are located within known heritage sites. 11.2

Heritage Specialist

BC Hydro will retain a heritage management firm (the “Heritage Specialist”). BC Hydro will instruct the Heritage Specialist to complete all activities as required to obtain and comply with a Permit (each, an “Alteration Permit”) issued under Section 12 of the Heritage Conservation Act (British Columbia). The Contractor will, as part of the Work, cooperate with the Heritage Specialist in the preparation of EPPs so as to include heritage requirements, if any, applicable to the scope of Work covered by the applicable EPP. Such requirements may be as set out in the CEMP, or as specified in an Alteration Permit, and could include heritage surface inspection or heritage monitoring as described in Section 11.4 of this Schedule 7 [Environmental Obligations], or archaeological excavations to recover artifacts. 11.3

Template for EPP Heritage Requirements

BC Hydro has prepared a template document outlining the heritage requirements anticipated to be included in an EPP as described in Section 11.2 of this Schedule 7 [Environmental Obligations], which is located in the Data Room at Site C Data Portal > Environment > Other Environmental Documents. This template is a reference document only and is expressly not included as a Contract Document, and will not be referred to in any way whatsoever, in whole or in part, in the interpretation of the Contractor’s obligations under the Contract.

Main Civil Works – Schedule 7 [Environmental Obligations] BC Hydro Site C Clean Energy Project 9305854_34|NATDOCS

11.4

Surface Inspections and Monitoring

If the Work includes Stripping, Grubbing or excavation of the top 0.6 m soil horizon within known archaeological sites as shown on the Archaeological Site shapefile located in the Data Room at Site C Data Portal > Spatial Data > Archaeology, then: (a)

if the Work will be performed in an area that is free of snow, the Heritage Specialist will complete archaeological surface inspections (survey and collection of artifacts) after the completion of the Stripping, Grubbing or excavation of the top 0.6 m soil horizon; and

(b)

if the Work will be performed in an area that is not free of snow, and the Contractor wishes to proceed with Stripping, Grubbing or excavation of the top 0.6 m soil horizon during snow covered conditions, then BC Hydro will retain a Qualified Environmental Professional to monitor such Work as it proceeds, subject to the requirements of an applicable Alteration Permit, and during the course of such Work, for the purpose of paleontological mitigation, the Contractor will cooperate with the Heritage Specialist to accommodate BC Hydro’s Qualified Environmental Professional to conduct periodic surface inspection and collection of paleontological resources.

11.5

Schedule Impacts of Heritage Requirements

Accommodating the requirements of Section 11 of this Schedule 7 [Environmental Obligations] will be a part of the Work and will not entitle the Contractor to make a claim for additional compensation or an extension of time for the performance of the Work, except if the heritage requirements would not have been apparent to a qualified and experienced contractor in the circumstances, in which case the provisions of Section 5.1 of Schedule 2 [General Conditions] will apply. If the Contractor anticipates delays associated with archaeological excavations, surface inspection and collection of paleontological resources it will notify Hydro’s Representative in advance of such archaeological excavations, surface inspections or paleontological mitigation proceeding. 11.6

Chance Finds

During the performance of the Work, the Contractor will be responsible for implementing heritage chance find procedures in accordance with BC Hydro’s Heritage Resources Management Plan (located in the Data Room at Site C Data Portal > Environment > Other Environmental Documents) and the Contractor’s applicable EPP. Notwithstanding Section 11.5 of this Schedule 7 [Environmental Obligations], in the event that a chance find is discovered at the Site the Contractor will be entitled to a Change under Schedule 12 [Changes]. 12

HAZARDOUS SUBSTANCES

12.1

General Obligations

(a)

The Contractor will use, transport, store, remove and dispose of Hazardous Substances and Hazardous Products on the Site in accordance with all Laws and Permits.

(b)

Prior to the Contractor’s commencement of any Work at the Site, the Contractor will request from BC Hydro, and BC Hydro will provide to the Contractor, information concerning any Hazardous Substances or Hazardous Products at the Site of which Hydro’s Representative is aware and that might present risks to health, safety and the environment in the Contractor’s performance of the Work.

Main Civil Works – Schedule 7 [Environmental Obligations] BC Hydro Site C Clean Energy Project 9305854_34|NATDOCS

12.2

Discovery of Hazardous Substances and Hazardous Products

(a)

If, in the performance of the Work, the Contractor discovers or encounters material on the Site which is, or which appears to be, a Hazardous Substance or a Hazardous Product that has not been identified in the Contract Documents, or is in receipt of information, which a reasonable person would consider reliable, that a Hazardous Substance or a Hazardous Product may be encountered in the performance of the Work, then the Contractor will immediately stop its activities in the affected area and give notice to Hydro’s Representative.

(b)

The circumstances described in Section 12.2 of this Schedule 7 [Environmental Obligations], when encountered by the Contractor, will entitle the Contractor to claim a Change pursuant to the provisions of Section 4.1 of Schedule 12 [Changes], except that the Contractor’s notice obligation under Section 4.1(a)(i) of Schedule 12 [Changes] will be to give written notice of such claim to Hydro’s Representative promptly upon the Contractor becoming aware of such Site conditions, or, in any event, promptly after the date when the Contractor should reasonably have become aware of such Site conditions.

(c)

Nothing in Section 12.2 of this Schedule 7 [Environmental Obligations] will be construed as imposing any liability on the Contractor with respect to Hazardous Substances or Hazardous Products that existed at the Site prior to the commencement of the Contractor’s Work at the Site, including for the disposal of such Hazardous Substances.

12.3

Hazardous Products and Hazardous Substances Procedures

(a)

The Contractor will engage a Qualified industrial hygienist to develop systems, procedures and methods (the “Hazardous Products and Hazardous Substances Procedures”) for handling, containing, transporting and disposing of Hazardous Products and Hazardous Substances, as required for the performance of the Work in compliance with Laws and Permits.

(b)

The Contractor will, prior to the commencement of the use of a Hazardous Product or Hazardous Substance at Site, submit to Hydro’s Representative for Review a list of such Hazardous Products and Hazardous Substances. The Contractor will provide to Hydro’s Representative on request a sample of any Hazardous Product or Hazardous Substance proposed to be used at the Site, for testing.

(c)

The Contractor will implement and comply with the Hazardous Products and Hazardous Substances Procedures, subject to the provisions of Schedule 10 [Safety].

(d)

During the performance of the Work, the Contractor will provide notice to Hydro’s Representative and, where applicable, the Prime Contractor, of any additional Hazardous Products or Hazardous Substances generated or encountered by the Contractor, or brought on to the Site by the Contractor in the performance of the Work.

Main Civil Works – Schedule 7 [Environmental Obligations] BC Hydro Site C Clean Energy Project 9305854_34|NATDOCS

MAIN CIVIL WORKS CONTRACT APPENDIX 7-1 CONTRACTOR ENVIRONMENTAL INCIDENT REPORT FORM (see attached)

Main Civil Works â&#x20AC;&#x201C; Appendix 7-1 [Contractor Environmental Incident Report Form] BC Hydro Site C Clean Energy Project 9305854_34|NATDOCS

CONTRACTOR ENVIRONMENTAL INCIDENT REPORT FORM 1.

Contractor: Where Contractor’s performance of Work causes an environmental incident (e.g. impact to the environment or near-miss incident) on the BC Hydro job site, the Contractor’s representative shall as soon as practicable, notify Hydro’s representative of the incident, and submit an environmental incident report. 1. Complete this incident report form or your own environmental incident report as long as it contains the same information. 2. Forward the completed incident report to Hydro’s Representative in electronic or paper copy.

2. Hydro’s Representative: Use this incident report to assist you with filing an Environmental Incident report (Spill/Pollution – Fish/Water – Other) in SAP Incident Management System (IMS). Incident Date:

Incident Time:

Click here to enter text.

AM ☐

PM ☐

Incident Information Incident Location (Address/City): Click here to enter text. Brief Incident Description: Click here to enter text.

Immediate Corrective Actions Taken (if needed):Click here to enter text. Weather Conditions & Temperature: :

Click here to enter text. Equipment Type:

Material Released:

Serial Number (if available):

Amount:

Area of Impact (Select all that apply):

Did you report this incident to any external agency?

☐ Air ☐ Asphalt or Concrete ☐ Surface Water or Ditch

☐ Soil ☐ Drainage System ☐ Watercourse ☐ Inside Building or Engineered Containment

YES ☐

NO ☐

If YES, to whom:

Contractor Information Contractor Company Name:

Click here to enter text.

Name of Contractor’s Representative:

Click here to enter text.

Address:

Click here to enter text.

Telephone#:

Click here to enter text.

Hydro’s Representative Contract #:

Click here to enter text.

Are You Prime On Site?

Yes ☐

No ☐

Hydro’s Representative Name

Click here to enter text.

E-Mail Address:

Click here to enter text.

Telephone#:

Click here to enter text.

Corporate Safety, Health & Environment

BC Hydro Project #: Click here to enter text.

February 13, 2013

MAIN CIVIL WORKS CONTRACT SCHEDULE 8 QUALITY MANAGEMENT TABLE OF CONTENTS 1

INTERPRETATION.......................................................................................................................... 1 1.1

Definitions .................................................................................................................................. 1 QUALITY MANAGEMENT SYSTEM .............................................................................................. 2

2.1 2.2 2.3 3

Quality Management System..................................................................................................... 2 Contractor Responsibilities ........................................................................................................ 2 Quality Management System Requirements ............................................................................. 2 QUALITY DOCUMENTATION SUBMITTALS ................................................................................ 3

3.1 3.2 3.3 3.4 4

Submittals .................................................................................................................................. 3 Quality Manual and Quality Management Plans ....................................................................... 3 Continual Improvement in Quality Management System .......................................................... 3 BC Hydro’s Right to Audit QMS ................................................................................................. 3 QUALITY MANAGER ...................................................................................................................... 3

4.1 4.2 5

Qualifications, Appointment and General Responsibilities ........................................................ 3 Specific Responsibilities ............................................................................................................ 4 INSPECTION AND TESTING .......................................................................................................... 4

5.1 5.2 5.3 5.4 6

Inspection and Testing Requirements ....................................................................................... 4 Accreditation Standards ............................................................................................................. 5 Notice of Inspection and Testing ............................................................................................... 5 Inspection and Test Records and Reports ................................................................................ 6 QUALITY AUDITS ........................................................................................................................... 6

6.1 6.2 7

Contractor’s Quality Audits ........................................................................................................ 6 BC Hydro’s Quality Audits ......................................................................................................... 6 QUALITY DOCUMENTATION ........................................................................................................ 7

7.1 7.2 7.3 8

Quality Records ......................................................................................................................... 7 Quality Progress Reports ........................................................................................................... 7 Final Quality Report ................................................................................................................... 8 NONCONFORMITIES...................................................................................................................... 8

8.1 8.2

Nonconformity Reporting Process ............................................................................................. 8 Nonconformity Report Tracking System .................................................................................... 8

APPENDIX 8-1 APPENDIX 8-2

DESIGN QUALITY MANAGEMENT PLAN CONSTRUCTION QUALITY MANAGEMENT PLAN

Main Civil Works – Schedule 8 [Quality Management] BC Hydro Site C Clean Energy Project 7878382_23|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 8 QUALITY MANAGEMENT 1

INTERPRETATION

1.1

Definitions

In this Schedule 8 [Quality Management], in addition to the definitions set out in Schedule 1 [Definitions and Interpretation]: “Audit” has the meaning set out in ISO 9000; “Construction Quality Management Plan” has the meaning set out in Appendix 8-2 [Construction Quality Management Plan]; “Corrective Action” has the meaning set out in ISO 9000; “Design Quality Management Plan” has the meaning set out in Appendix 8-1 [Design Quality Management Plan]; “External Quality Audit” has the meaning set out in Section 6.1 of this Schedule 8 [Quality Management]; “Final Quality Report” has the meaning set out in Section 7.3 of this Schedule 8 [Quality Management]; “Hold Point” means a point in the performance of a component or element of the Work past which the Contractor will not proceed without the prior written approval of Hydro’s Representative; “Inspection” has the meaning set out in ISO 9000; “Inspection and Test Plans” has the meaning as set out in Appendix 8-2 [Construction Quality Management Plan]; “Internal Quality Audit” has the meaning set out in Section 6.1 of this Schedule 8 [Quality Management]; “ISO” means the series of standards, developed and published by the International Organization for Standardization in effect as of the Effective Date, which for certainty includes ISO 9000 and ISO 9001; “Nonconformity” means an element of the Work that for any reason does not conform to the requirements of the Contract Documents; “Nonconformity Report” has the meaning set out in Section 8.1(a)(ii) of this Schedule 8 [Quality Management]; “Nonconformity Tracking System” has the meaning set out in Section 8.2 of this Schedule 8 [Quality Management]; “Preventive Action” has the meaning set out in ISO 9000; “Quality” has the meaning set out in ISO 9000;

Main Civil Works – Schedule 8 [Quality Management] BC Hydro Site C Clean Energy Project 7878382_23|NATDOCS

“Quality Documentation Submittals” has the meaning set out in Section 3.1 of this Schedule 8 [Quality Management]; “Quality Management” has the meaning set out in ISO 9000; “Quality Management Plans” means the Design Quality Management Plans and the Construction Quality Management Plans; “Quality Management System” or “QMS” has the meaning set out in ISO 9000; “Quality Manager” has the meaning set out in Section 4.1 of this Schedule 8 [Quality Management]; “Quality Manual” has the meaning set out in Section 3.2 of this Schedule 8 [Quality Management]; “Quality Objectives” has the meaning set out in ISO 9000; “Quality Policy” has the meaning set out in ISO 9000; “Quality Progress Report” has the meaning set out in Section 4.2(h) of this Schedule 8 [Quality Management]; “Quality Record” has the meaning set out in Section 7.1 of this Schedule 8 [Quality Management]; and “Witness Point” means a point in the performance of a component or element of the Work, as defined in the Contract Documents, for which BC Hydro is entitled to review the Work performed before the Contractor proceeds with related Work. 2

QUALITY MANAGEMENT SYSTEM

2.1

Quality Management System

The Contractor will develop and implement a Quality Management System in accordance with the requirements of this Schedule 8 [Quality Management] and the terms of this Contract. The Contractor is solely responsible for the Quality of the Work and the Contractor acknowledges that a comprehensive Quality Management System is critical for the proper and timely completion of the Work. 2.2

Contractor Responsibilities

The Contractor is responsible for all Quality activities required to manage the performance of the Work including its own processes as well as those of all Subcontractors, and will require that all workers, including Subcontractors’ workers comply with the requirements of the Quality Management System. 2.3

Quality Management System Requirements

The Contractor’s Quality Management System will comply with: (a)

the requirements and principles of the ISO 9001 Standard;

(b)

Good Industry Practice; and

(c)

all other requirements set out in this Schedule 8 [Quality Management] and the other terms and conditions of this Contract.

Main Civil Works – Schedule 8 [Quality Management] BC Hydro Site C Clean Energy Project 7878382_23|NATDOCS

QUALITY DOCUMENTATION SUBMITTALS

3.1

Submittals

Without limitation to the requirements of ISO 9001, the Contractor will prepare and submit all documents and deliverables required to be submitted to BC Hydro pursuant to the Contract Documents (collectively, the “Quality Documentation Submittals”) in accordance with the requirements of this Schedule 8 [Quality Management], and, except as expressly stated in the Contract Documents to be submitted for Consent or For Information Only, the Quality Documentation Submittals will be submitted for Review. 3.2

Quality Manual and Quality Management Plans

The Contractor will prepare and submit to Hydro’s Representative for Consent within 90 days after the Effective Date a Quality manual (the “Quality Manual”) that describes the Quality Management System for all aspects of the Work. The Quality Manual will describe and establish the Quality Policy and Quality Objectives for all aspects of the Work and, in accordance with the requirements of the ISO 9001 Standard, will describe the processes that will be established, implemented, controlled, and continually improved to achieve the established Quality Policy and Quality Objectives. The Contractor will prepare and submit to BC Hydro for Consent Quality Management Plans in accordance with Appendix 8-1 [Design Quality Management Plan] and Appendix 8-2 [Construction Quality Management Plan] to this Schedule 8 [Quality Management]. 3.3

Continual Improvement in Quality Management System

The Contractor will implement a program and will have mechanisms in place, such as management reviews and Quality Audit programs, that will record, track, implement or close out all identified opportunities for improvement. The Contractor will conduct reviews of the continual improvement program no less than annually. The continual improvement program will be applied to continually improve the effectiveness and efficiency of the Quality Management System. Improvements to the Quality Management System will be documented and updates will be submitted to BC Hydro so that BC Hydro at all times has the Contractor’s current Quality Manual. 3.4

BC Hydro’s Right to Audit QMS

BC Hydro may at any time and from time to time audit any element of the Contractor’s Quality Management System. The Contractor will submit to BC Hydro any Quality Management procedures or Quality Management documentation in respect of the Work as may be requested by BC Hydro. 4

QUALITY MANAGER

4.1

Qualifications, Appointment and General Responsibilities

At all times during the performance of the Work the Contractor will employ a person as Quality manager (the “Quality Manager”) with the qualifications as set out below who will, irrespective of such person’s other responsibilities, have defined authority for ensuring the establishment, implementation and maintenance of the Quality Management System in the performance of the Work and auditing and reporting on the performance of the Quality Management System during the performance of the Work. The Quality Manager will be a full time role, with no other responsibilities. The Quality Manager will: (a)

report to or have delegation from the Contractor’s Representative for Quality matters with respect to the Work independently from persons responsible for the performance of the Work;

Main Civil Works – Schedule 8 [Quality Management] BC Hydro Site C Clean Energy Project 7878382_23|NATDOCS

(b)

(c)

4.2

be either: (i)

a certified QMS Lead Auditor; or

(ii)

have experience in a similar quality management representative role for a similar project; and successfully completed an ISO 9001 Lead Auditor course; and

be either: (i)

a Professional Engineer with a minimum of ten (10) years of relevant experience; or

(ii)

an individual with a minimum of twenty (20) years of relevant experience.

Specific Responsibilities

Without limiting the generality of the foregoing, the job specification and responsibilities of the Quality Manager will include the following: (a)

develop, implement and maintain, and ensure the effective operation of the Quality Management System;

(b)

initiate management reviews, not less frequently than annually, and take other actions necessary to ensure the effective operation and continual improvement of the Quality Management System;

(c)

develop, implement and maintain, and ensure the effective operation of, the Quality Management Plans in the context of the Quality Management System;

(d)

manage, and if appropriate delegate, Quality assurance and Quality control activities as part of the Quality Management Plans for the Work;

(e)

lead a Quality team that is independent from the Contractor’s team that is responsible for the execution and performance of the Work;

(f)

prepare Quality Audit plans and schedule and coordinate Internal Quality Audits and External Quality Audits of key processes with Contractor’s workers and with the Subcontractors’ workers (including as applicable the designers);

(g)

as may be delegated from the Contractor’s Representative liaise with Hydro’s Representative with respect to Quality matters;

(h)

prepare monthly reports concerning progress on Quality matters (“Quality Progress Reports”) for submission to BC Hydro;

(i)

ensure that relevant Quality Records are completed as required and retained in accordance with the Quality Management System; and

(j)

develop and implement a program for Corrective Action and Preventive Action.

INSPECTION AND TESTING

5.1

Inspection and Testing Requirements

If in accordance with the provisions of the Contract Documents the Contractor is required to carry out any inspection or testing, the Contractor will perform, or cause the performance, of such inspection and

Main Civil Works – Schedule 8 [Quality Management] BC Hydro Site C Clean Energy Project 7878382_23|NATDOCS

testing in accordance with the provisions of Section 5 of this Schedule 8 [Quality Management] except if and to the extent such provision of the Contract Documents expressly directs or permits otherwise. Any reference to inspection and testing by the Contractor will include inspection and testing performed by any third party or independent certified laboratory or agency engaged by the Contractor. The Contractor will monitor the performance of the Work, including the inspection and testing, and all other actions required by the Quality Documentation Submittals that are performed by workers, Subcontractors, agents or independent test facilities and laboratories, to ensure compliance with the requirements of this Contract. 5.2

Accreditation Standards

All testing and inspection of the Work performed by or on behalf of the Contractor will be performed by personnel or entities that meet the following standards: (a)

all on and off Site inspection and testing will be carried out by agencies, personnel and laboratories that are duly accredited in accordance with Good Industry Practice for the carrying out of inspection and testing of work similar in nature, scale and scope to the Work being tested or inspected; and

(b)

laboratory accreditation will be in accordance with ISO/IEC 17025, provided that, for specific activities Hydro’s Representative may require other industry-recognized accreditation in lieu of ISO/IEC 17025, including:

5.3

(i)

concrete, concrete materials and flowable mortar (including activities of sampling, making, storing and transport of test pieces, taking concrete cores and carrying out concrete strength, slump, air content and density tests) will meet or comply with CSA A283, “Qualification Code for Concrete Testing Laboratories”, to the appropriate category for the tests being done and using testing procedures in accordance with the latest edition of CSA A23.1 and A23.2;

(ii)

structural steel and welding will meet or comply with CSA W178.1, “Certification of Welding Inspection Organizations”;

(iii)

protective coatings will meet the standards of the “National Association of Corrosion Engineers”, as appropriate to the Work being carried out; and

(iv)

any other laboratory accreditations specifically identified in the Contract.

Notice of Inspection and Testing

The Contractor will give written notice to Hydro’s Representative of all inspection and testing for which there is an associated BC Hydro Witness Point or Hold Point specified in the Contract Documents or in the relevant Inspection and Test Plan and any changes to an Inspection and Test Plan at least four Business Days for activities on Site, and ten Business Days for activities off-Site, prior to the start of the inspection and testing for the relevant Work. All access and facilities necessary for Hydro’s Representative to witness the performance of inspection and testing will be provided by Contractor as part of the Work.

Main Civil Works – Schedule 8 [Quality Management] BC Hydro Site C Clean Energy Project 7878382_23|NATDOCS

5.4

Inspection and Test Records and Reports

Without limiting the requirements of the Contract Documents, the applicable standards and the Quality Documentation Submittals, all inspection and test records and reports will include: (a)

the item tested;

(b)

test equipment used;

(c)

actual results of the applicable inspection and testing;

(d)

remarks regarding conformance with this Contract;

(e)

photographs of the Work;

(f)

calibration certificates and records for testing equipment used;

(g)

name and position of the person who actually performed the measurements;

(h)

name, position and signature of the person (e.g., Quality Manager, engineer of record) who verified and approved the measurements; and

(i)

contact information of the entity (Contractor or Subcontractor) responsible for the applicable inspection and testing.

For certainty, all inspection and testing records and reports will be deemed to be a Quality Record. 6

QUALITY AUDITS

6.1

Contractor’s Quality Audits

The Contractor will conduct Audits of Quality (“Internal Quality Audits”) and retain third parties to conduct Audits of Quality (“External Quality Audits”) of the Contractor’s and Subcontractors’ Work in accordance with the requirements of this Schedule 8 [Quality Management], the Quality Management Plans and ISO 9001 to ensure that the Quality Management Systems and Quality Management Plans are effective, fully implemented and functioning in accordance with the Contract. The Contractor’s Quality Audit process will identify non-compliances with the requirements of the Contract Documents, necessary Corrective Actions and Preventive Actions and facilitate continual improvement. The Contractor will document, or cause to be documented, the results of such Quality Audit in an audit report and make such report available to Hydro’s Representative upon request. The Quality Manager will schedule Internal Quality Audits and External Quality Audits to ensure that all key processes are reviewed regularly (at least annually). Where necessary, follow-up Quality Audits will be scheduled to ensure that identified Corrective Actions and Preventive Actions are carried out by the Contractor in a timely fashion. 6.2

BC Hydro’s Quality Audits

Hydro’s Representative may, pursuant to the submission of the Quality Documentation Submittals in accordance with this Schedule 8 [Quality Management], review the Quality Documentation Submittals to identify the critical activities and processes identified in the Quality Manual and Quality Management Plans on which BC Hydro’s auditing efforts and resources should be directed.

Main Civil Works – Schedule 8 [Quality Management] BC Hydro Site C Clean Energy Project 7878382_23|NATDOCS

The Contractor will provide and will ensure its workers and Subcontractors provide Hydro’s Representative with all documentation, records, access, facilities and assistance for the safety and convenience of Hydro’s Representative. Hydro’s Representative may employ independent auditors, and inspection and testing agencies. These agents will be afforded the same facilitation provided to Hydro’s Representative. 7

QUALITY DOCUMENTATION

7.1

Quality Records

The Contractor will establish and maintain a complete and accurate set of all Quality management records (each a “Quality Record”). The Contractor will ensure that a complete set of Quality Records is maintained and retained in accordance with the requirements of Schedule 15 [Records]. The Quality Records will provide objective evidence of conformance with all requirements of the Contract Documents in the performance of the Work, compliance with the ISO 9001 Standard and the effective operation of the Quality Management System. Each Quality Record will be traceable to the actual components of the Work to which it applies. Unless otherwise agreed by BC Hydro in writing, all Quality Records will be available to BC Hydro upon request. 7.2

Quality Progress Reports

For each month of the Project, the Contractor will prepare and submit to Hydro’s Representative For Information Only on or before the seventh calendar day of the following month, a comprehensive Quality Progress Report. Each Quality Progress Report will address all Quality management activities under each of the Quality Management Plans for the applicable reporting period and any outstanding Quality issues from prior reporting periods. The Quality Progress Reports will, as a minimum, include the following information separately identified for the Quality Manual and for each Quality Management Plan: (a)

a Nonconformity Report log summarizing the Nonconformity Tracking System, highlighting each Nonconformity’s status and progress of disposition;

(b)

Corrective Action and Preventive Action logs providing details of the Corrective Actions and Preventive Actions performed to date and their close-out status;

(c)

a summary of any inspection and testing activities conducted, including identification and review status of all related inspection and testing plans;

(d)

Internal Quality Audits and External Quality Audits including any third party Quality Audits performed;

(e)

any continual improvement initiatives taken;

(f)

any changes made to the Quality Management System or the Quality Management Plans in compliance with the provisions of this Contract; and

(g)

progress report photos. Main Civil Works – Schedule 8 [Quality Management]

BC Hydro Site C Clean Energy Project 7878382_23|NATDOCS

7.3

Final Quality Report

The Contractor will, not later than 30 days after Substantial Completion of Work, submit to BC Hydro a Final Quality Report (each, a “Final Quality Report") to provide objective evidence that the Quality of the Work satisfies the requirements of this Contract. The Final Quality Report will be a compilation of all the Quality Documentation Submittals produced during and in connection with the performance of the Work. 8

NONCONFORMITIES

8.1

Nonconformity Reporting Process

The Contractor will manage Nonconformities as follows: (a)

upon discovery of a Nonconformity, the Contractor will: (i)

within one Business Day notify BC Hydro in writing of such Nonconformity; and

(ii)

within two Business Days enter a report of such Nonconformity into the Nonconformity Tracking System along with a proposed time frame in which to remedy and correct the Nonconformity (a “Nonconformity Report”);

(b)

the Contractor will finalize a proposed remedial plan to remedy and correct the Nonconformity within the time identified in the applicable Nonconformity Report and included in the Nonconformity Tracking System;

(c)

the Contractor will verify implementation of the proposed remedial plan within the time identified in the applicable Nonconformity Report and included in the Nonconformity Tracking System;

(d)

the Contractor will use reasonable efforts to identify and record all Nonconformities;

(e)

the Contractor will implement effective Corrective Actions and Preventive Actions as identified in Quality Management Plans to prevent recurrences of Nonconformities; and

(f)

if at any time Hydro’s Representative becomes aware of a Nonconformity or risk of Nonconformity, Hydro’s Representative may issue a written report describing the Nonconformity, without prejudice to any other right or remedy available to BC Hydro (although except as may be expressly stated otherwise in the Contract Documents, nothing in this Schedule 8 [Quality Management] will impose any obligation on BC Hydro to inspect the Work to identify Nonconformities, and any inspection of the Work by BC Hydro will be for the sole and exclusive benefit of BC Hydro).

8.2

Nonconformity Report Tracking System

The Contractor will establish and maintain a tracking system (the “Nonconformity Tracking System”) to monitor the status of all Nonconformity Reports initiated by BC Hydro and the Contractor. The Nonconformity Tracking System will: (a)

comprise a single repository containing Contractor and BC Hydro initiated Nonconformity Reports;

(b)

have the ability to attach supporting material such as photos and documents to a Nonconformity Report;

(c)

provide the Contractor and BC Hydro remote access by computer to the current Nonconformity Report status, dates, data and supporting material; Main Civil Works – Schedule 8 [Quality Management]

BC Hydro Site C Clean Energy Project 7878382_23|NATDOCS

(d)

be traceable to actual parts, components, locations, drawings and data sheets as appropriate; and

(e)

have the date and time at which Nonconformities were identified or discovered, rectified and closed.

Main Civil Works â&#x20AC;&#x201C; Schedule 8 [Quality Management] BC Hydro Site C Clean Energy Project 7878382_23|NATDOCS

MAIN CIVIL WORKS CONTRACT APPENDIX 8-1 DESIGN QUALITY MANAGEMENT PLAN 1

DESIGN QUALITY MANAGEMENT PLAN

1.1 With respect to any design of the Work for which, pursuant to the Contract Documents, the Contractor is responsible, the Contractor will prepare a Quality management plan (the “Design Quality Management Plan”), that describes how the Contractor intends to manage and provide evidence of the design processes for such design in accordance with the ISO 9001 Standard, the Quality Management System requirements stated in the Quality Manual and the provisions of this Contract, to BC Hydro. The Contractor will submit the Design Quality Management Plan to BC Hydro for Consent within 90 days after the Effective Date. 1.2 In addition to any other requirements of the Contract Documents, the Design Quality Management Plan will include: (a)

an organizational chart identifying key design management personnel (including the Quality Manager) and the linkage with Contractor’s overall Quality Management System as documented in the Quality Manual;

(b)

a description of the responsibilities, qualifications, and authority of the above personnel;

(c)

identification of the lead persons responsible for the design; and

(d)

a communication strategy relating to Quality between all members of the Contractor’s design team and BC Hydro including monthly meetings to discuss the Quality Progress Report concerning design for such month.

1.3 The Design Quality Management Plan will, at a minimum, include or reference detailed quality system procedures and process flow charts for the following processes: (a)

design input and output review;

(b)

design verification to ensure that design input requirements have been met;

(c)

design validation to ensure that the final product is capable of meeting its intended use;

(d)

design changes at all Work stages;

(e)

External Quality Audits of Subcontractor(s) engaged in design activities;

(f)

Internal Quality Audits;

(g)

Corrective Actions, Preventive Actions and opportunities for improvement;

(h)

document management; and

(i)

control of design documents and Quality Records.

1.4 The Design Quality Management Plan (and updates to the plan) will be reviewed and approved by the Quality Manager prior to submittal to BC Hydro.

Main Civil Works – Appendix 8-1 [Design Quality Management Plan] BC Hydro Site C Clean Energy Project 7878382_23|NATDOCS

MAIN CIVIL WORKS CONTRACT APPENDIX 8-2 CONSTRUCTION QUALITY MANAGEMENT PLAN 1

CONSTRUCTION QUALITY MANAGEMENT PLAN

1.1 The Contractor will prepare and submit a construction Quality management plan (the “Construction Quality Management Plan”) that describes how the Contractor intends to manage and provide objective evidence of the processes in connection with the construction activities in accordance with the ISO 9001 Standard, the Quality Management System requirements stated in the Quality Manual and the provisions of this Contract, to BC Hydro for Consent within 90 days after the Effective Date. 1.2 In addition to any other requirements of this Contract, the Construction Quality Management Plan will include: (a)

an organizational chart identifying key construction quality personnel (including the Quality Manager and the manager responsible for Site laboratory testing) and the linkage with the overall Quality Management System as documented in the Quality Manual;

(b)

a description of the responsibilities, qualifications, and authority of the personnel identified under Section 1.2(a) of this Appendix 8-2 [Construction Quality Management Plan];

(c)

a description of the organizational interfaces between the personnel identified under Section 1.2(a) of this Appendix 8-2 [Construction Quality Management Plan] and the design and other disciplines;

(d)

identification of all Contractors and Subcontractors engaged in construction activities;

(e)

identification of all laboratories, inspection agencies and inspectors used by the Contractor in connection with the construction activities, including evidence of their accreditations and contact information;

(f)

a description of all Site test laboratories, including a plan to establish, certify, operate and maintain the laboratories in accordance with ISO/IEC 17025 standard, with the capability and capacity to handle the progression of the Work, and containing all testing equipment and personnel to fulfill all technical requirements of the Contract; and

(g)

a communications strategy relating to Quality between the Contractor, Subcontractors and BC Hydro including Site kickoff meetings and monthly meetings to discuss the Quality Progress Report concerning construction for such month.

1.3 The Construction Quality Management Plan will, at a minimum, include or reference detailed quality system procedures and process flow charts for the following processes: (a)

inspection, calibration, sampling, testing, trials and monitoring;

(b)

materials identification and traceability;

(c)

quality assessment of Subcontractors engaged in both supply and construction activities;

(d)

purchasing process, information and verification;

(e)

preservation of product (packaging, handling, shipping and storage); Main Civil Works – Appendix 8-2 [Construction Quality Management Plan]

BC Hydro Site C Clean Energy Project 7878382_23|NATDOCS

(f)

External Quality Audits of Subcontractors;

(g)

Internal Quality Audits;

(h)

control of nonconforming products;

(i)

Corrective Actions, Preventive Actions and opportunities for improvement;

(j)

document management;

(k)

Site test laboratory procedures; and

(l)

control of documents and Quality Records.

1.4 The Construction Quality Management Plan will include a requirement for the Contractor to prepare inspection and test plans (each an “Inspection and Test Plan”) detailing all inspection and test activities for the Work to be performed by the Contractor and Subcontractors. BC Hydro may, it its sole discretion, identify Witness Points or Hold Points in such inspections and test activities based on criticality and Quality risks associated with the Work. A Hold Point cannot be waived unless BC Hydro has specifically waived a Hold Point in writing. 1.5 The Contractor will submit each Inspection and Test Plan to BC Hydro for Review at least 30 days prior to commencing the applicable construction activities, which Inspection and Test Plan will include, at a minimum: (a)

a description of the inspection, calibration, sampling, testing, trial and monitoring activity;

(b)

reference to specific locations, components, and Subcontractors as appropriate;

(c)

frequency of inspection, calibration, sampling, testing, trials and monitoring;

(d)

reference to standards, codes, specifications, and acceptance criteria;

(e)

procedures, forms and checklists required;

(f)

reports and other Quality Records produced from inspection, calibration, sampling, testing and trials; and

(g)

personnel responsible for inspection, calibration, sampling, testing, trial and monitoring activities.

Complete Inspection and Test Plan records, and a certification that those records verify and confirm that the Work covered by the records has been completed in accordance with the requirements of the Contract Documents, will be retained by the Contractor in accordance with the requirements of Schedule 15 [Records]. 1.6 The Construction Quality Management Plan will include procedures for Work, such as roller compacted concrete, for which the performance cannot be verified by subsequent monitoring or measurement. 1.7 The Construction Quality Management Plan and Inspection and Test Plans (and updates to the plans) will be reviewed and approved by the Quality Manager prior to submittal to BC Hydro. 1.8 For the purposes of this Section 1 of Appendix 8-2 [Construction Quality Management Plan], “construction activities” is deemed to include the supply and delivery to Site of significant equipment and bulk materials critical to the performance of the Work. In respect of such equipment and materials, the Main Civil Works – Appendix 8-2 [Design Quality Management Plan] BC Hydro Site C Clean Energy Project 7878382_23|NATDOCS

Contractor will submit an Inspection and Test Plan for those inspections and tests to be performed off Site, and a separate Inspection and Test Plan for those to be performed on Site. 2

CONSTRUCTION QUALITY AUDITS

2.1 Surveillance Quality Audits may be conducted by BC Hydro on a random basis or on specific areas of interest during Construction. The objective of surveillance Quality Audits will be to monitor the Contractor’s activities involving its work practices, workmanship and general quality of materials. 2.2 Hydro’s Representative may, during the performance by BC Hydro of a surveillance Quality Audit, record any observations and inform the Contractor of any deficiencies that require further evaluation and resolution. 2.3 The Contractor will provide Hydro’s Representative with timely communication of and access to test data and reports. The Contractor will submit: (a)

all construction material test reports to Hydro’s Representative within 24 hours of test completion; and

(b)

all test results that verify conformance to all BC Hydro’s Witness Points and Hold Points immediately after completion of the test.

2.4 The Contractor will include in the Construction Quality Management Plan a description of how the Contractor will provide Hydro’s Representative with access to “real-time” test results and how test reports will be submitted to BC Hydro in an effective and efficient manner. If BC Hydro provides a web-based depository for test results and formal test reports, then the Contractor will upload the test results and formal test reports immediately after the Contractor receives the results and reports.

Main Civil Works – Appendix 8-2 [Design Quality Management Plan] BC Hydro Site C Clean Energy Project 7878382_23|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 9 COMMUNICATIONS ROLES TABLE OF CONTENTS 1

INTERPRETATION.......................................................................................................................... 1 1.1

Definitions .................................................................................................................................. 1 CONTRACTOR’S COMMUNICATIONS REPRESENTATIVE ....................................................... 1

2.1

Role of Communications Manager ............................................................................................ 1

CATEGORIES OF COMMUNICATION ........................................................................................... 2

GENERAL ........................................................................................................................................ 2 4.1 4.2

Desired Outcome ....................................................................................................................... 2 Plan Summary ........................................................................................................................... 2

CONSTRUCTION COMMUNICATIONS PLAN .............................................................................. 3

ROLES ............................................................................................................................................. 3 6.1 6.2 6.3

BC Hydro to Lead ...................................................................................................................... 3 Contractor to Support ................................................................................................................ 3 Communication Methods and Minimum Requirements – Work ................................................ 3 COMMUNITY RELATIONS AND PUBLIC CONSULTATION ........................................................ 8

7.1 7.2 7.3

Community Relations ................................................................................................................. 8 Community Liaison Committees ................................................................................................ 8 Public Consultation .................................................................................................................... 9

MEDIA RELATIONS ...................................................................................................................... 10

TRAFFIC MANAGEMENT COMMUNICATIONS.......................................................................... 10 9.1

Supporting Role Traffic Management Communications .......................................................... 10

Main Civil Works – Schedule 9 [Communications Roles] BC Hydro Site C Clean Energy Project 7852285_13|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 9 COMMUNICATIONS ROLES 1

INTERPRETATION

1.1

Definitions

In this Schedule 9 [Communications Roles], in addition to the definitions set out in Schedule 1 [Definitions and Interpretation]: “Communications Manager” has the meaning set out in Section 2 of this Schedule 9 [Communications Roles]; “Community Liaison Committee” has the meaning set out in Section 7.2(a) of this Schedule 9 [Communications Roles]; “Construction Communications Plan” means the plan described in Section 5 of this Schedule 9 [Communications Roles]; and “Supporting Role Construction Communications Plan” has the meaning set out in Section 6.2 of this Schedule 9 [Communications Roles]. 2

CONTRACTOR’S COMMUNICATIONS REPRESENTATIVE

The Contractor will appoint an individual (the “Communications Manager”) to fulfill the Contractor’s communications obligations relating to traffic management, community relations, public consultation and media relations set out and described in this Schedule 9 [Communications Roles]. The Contractor will cause the Communications Manager to work with the Contractor, Subcontractors and their respective directors, officers, representatives, employees and workers, including construction and traffic managers, to provide BC Hydro and the public with concise, accurate and understandable information. The Communications Manager is a Key Individual and is required to be experienced in the field of traffic management communications, community relations, public consultation and media relations. 2.1

Role of Communications Manager

The Contractor will require the Communications Manager to: (a)

routinely notify Hydro’s Representative of any unscheduled Work activities;

(b)

submit to Hydro’s Representative for Review details of any unscheduled Work activities not less than 96 hours in advance of the event or activity;

(c)

notify Hydro’s Representative of any Work interruption not less than 72 hours in advance of the event or activity;

(d)

meet with Hydro’s Representative, at the frequency directed by BC Hydro, to provide construction information, and share information about Work issues to the extent those issues may affect the public, and to check for consistency with BC Hydro’s overall strategic approach and key messages;

Main Civil Works – Schedule 9 [Communications Roles] BC Hydro Site C Clean Energy Project 7852285_13|NATDOCS

(e)

supply all information related to Work that may affect the public to Hydro’s Representative for approval at the meeting described in Section 2.1(d) of this Schedule 9 [Communications Roles] before it is released;

(f)

on a weekly basis, supply a three-week look-ahead schedule providing an overview of major Work activities to Hydro’s Representative for use in community relations updates;

(g)

attend community relations meetings and other public communications forums concerning the Work as required by BC Hydro;

(h)

manage a communications register that records and tracks all external/public inquiries concerning traffic and responses and provide this once per week to Hydro’s Representative; and

(i)

forward accurate and timely information to Hydro’s Representative so that BC Hydro may operate a public information phone line to respond to construction-related inquiries from the public.

CATEGORIES OF COMMUNICATION

The following are the communication categories for the Work: (a)

community relations: which involves building relationships with the public and keeping the public informed through on-going two-way communication and regular reporting concerning overall and specific work information and developments, and includes attending public meetings and dealing with inquiries from the public, providing work updates and problem solving on issues as they arise. Community relations excludes public consultation;

(b)

public consultation: which involves gathering and receiving public input on the nature of the Work at the Site and considerations as they relate to interfaces with the public;

(c)

media relations: which involves providing the media with progress reports and updates on the Work and responding to issues raised by the media as they arise; and

(d)

traffic management communications: which is designed to keep the public advised on a timely basis about all matters relating to traffic flow, and includes specifically traffic incident and/or emergency management communication and timely notice of construction related delays, closures and detours, so as to minimize traffic disruption and maximize traffic predictability.

GENERAL

4.1

Desired Outcome

The desired outcome of all communication and consultation activities is to involve and inform the public concerning the value, benefits and progress of the Project and the Work. 4.2

Plan Summary

For convenience of reference only, the following table is a summary of the documents and deliverables required to be submitted by the Contractor under this Schedule 9 [Communications Roles] and the corresponding submission times. If there is any inconsistency or omission in this table as compared to other provisions of this Schedule 9 [Communications Roles], then the other provisions of this Schedule 9 [Communications Roles] will govern.

Main Civil Works – Schedule 9 [Communications Roles] BC Hydro Site C Clean Energy Project 7852285_13|NATDOCS

Plan

Supporting Role Construction Communications Plan

Due Date

No later than 90 days after the Effective Date. Annual update no later than 30 Business Days after anniversary of the previous plan.

CONSTRUCTION COMMUNICATIONS PLAN

BC Hydro has developed a construction communications plan (the “Construction Communications Plan”), which may be updated by BC Hydro from time to time. BC Hydro will make this plan and any updates available to the Contractor. BC Hydro may, at its discretion, apply the Construction Communications Plan as a guideline to aid in the review of the plans which the Contractor is to prepare and submit pursuant to this Schedule 9 [Communications Roles]. 6

ROLES

6.1

BC Hydro to Lead

BC Hydro will, at its cost, take the lead role in conducting and implementing community relations, public consultation, media relations and traffic management programs for the Project, which will include the matters referred to in Sections 7, 8 and 9 of this Schedule 9 [Communications Roles]. BC Hydro reserves the right to delegate this lead role on a case-by-case basis without waiver of its right to withdraw such delegation or to retain its lead role for the non-delegated matters. 6.2

Contractor to Support

The Contractor will, at its cost, take the support role in implementing the requirements of this Schedule 9 [Communications Roles]. The Contractor will, within 90 days after the Effective Date, prepare and submit to Hydro’s Representative for Review a supporting role construction communications plan (the “Supporting Role Construction Communications Plan”) that clearly describes how the requirements of this Schedule 9 [Communications Roles] will be implemented during the performance of the Work. 6.3

Communication Methods and Minimum Requirements – Work

The Supporting Role Construction Communications Plan will set out the Contractor’s implementation of its obligations set out below. Communication Tools

Public Information Phone Line

BC Hydro Requirements

Category: Urgent call regarding safety-related incidents or environmental emergencies. Process: The Contractor will promptly notify BC Hydro of any calls received by the Contractor and coordinate a response with BC Hydro. Contractor’s Responsibility: To provide a continuously available, toll-free phone line for urgent calls and a contact person to notify BC Hydro of received calls, discuss/collaborate on the issue with BC Hydro and provide a written response to BC Hydro about the issue. BC Hydro will then review/modify the written response, and either the Contractor or BC Hydro will

Response time

1 hour from time of urgent call to develop interim or holding key messages. (From 8:00 am to 5:00 pm – if outside of business hours, by 9:00 am next day).

Main Civil Works – Schedule 9 [Communications Roles] BC Hydro Site C Clean Energy Project 7852285_13|NATDOCS

Communication Tools

BC Hydro Requirements

Response time

provide the final response at BC Hydro’s discretion. Public Information Phone Line

Category: A media or urgent public or stakeholder call. Process: The Contractor will promptly notify BC Hydro of any calls received by the Contractor and coordinate a response with BC Hydro. Contractor’s Responsibility: To provide a contact person to notify BC Hydro of received calls, discuss/collaborate on the issue with BC Hydro and provide a written response to BC Hydro about the issue. BC Hydro will then review/modify the written response, and either the Contractor or BC Hydro will provide the final response at BC Hydro’s discretion.

1 hour from media or urgent public call to develop interim or holding key messages. (From 8:00 am to 5:00 pm – if outside of business hours, by 9:00 am next day). 2 hours to develop final key messages. (From 8:00 am to 5:00 pm – if outside of business hours, by 10:00 am next day).

Public Information Phone Line

Category: A day-to-day call about the Work, such as number of people working, current major Work activities, and similar information. Process: The Contractor will promptly notify BC Hydro of any calls received by the Contractor and coordinate a response with BC Hydro. Contractor’s Responsibility: To provide a contact person to discuss/collaborate on the issue and to provide a written response to BC Hydro about the issue. BC Hydro will then review/modify the written response, and either the Contractor or BC Hydro will provide the final response at BC Hydro’s discretion.

24 hours from receipt of a day-to-day phone call.

Communications Register

Category: Weekly communications register that records and tracks all external/public inquiries received by the Contractor. Process: Record and track all external/public inquiries received by the Contractor. Contractor’s Responsibility: To provide a written communications register that records and tracks all external/public inquiries received by the Contractor, including status of inquiry, actions and/or responses or requirements for follow-up where provided at BC Hydro’s direction.

Weekly report to BC Hydro.

E-mail Notification

Category: There will be scheduled e-mail notification on Project information approximately every month, or as identified by BC Hydro, to provide updates on Project activities as needed. Process: BC Hydro will proactively issue notification e-mails about Work information. Contractor’s Responsibility: To provide a written response to BC Hydro’s e-mail; BC Hydro will then use/modify the written response in support of BC Hydro’s obligation to respond to the e-mail. Contractor will also, at BC Hydro’s request, develop email contact lists through various channels, including the Project website.

5 Business Days from written request by BC Hydro.

E-mail Response

Category: Response regarding media or urgent public issue. Process: BC Hydro will receive, issue and maintain all

2 hours from receipt of notice of media or urgent public issue.

Main Civil Works – Schedule 9 [Communications Roles] BC Hydro Site C Clean Energy Project 7852285_13|NATDOCS

Communication Tools

BC Hydro Requirements

Response time

e-mail correspondence and notifications to the public with Work information. Contractor’s Responsibility: To provide a contact person to discuss/collaborate on the issue with BC Hydro and then provide a written response to BC Hydro about the issue; BC Hydro will then use/modify the written response in support of BC Hydro’s obligation to respond to the e-mail.

(From 8:00 am to 5:00 pm – if outside of business hours, by 10:00 am next day).

E-mail Response

Category: Response from a general email media or non-urgent public issue. Process: BC Hydro will receive, issue and maintain all e-mail correspondence and notifications to the public with Work information. Contractor’s Responsibility: To provide a contact person to discuss the issue with BC Hydro and then provide a written response to BC Hydro about the issue; BC Hydro will then use/modify the written response in support of BC Hydro’s obligation to respond to the e-mail.

24 hours from receipt of a day-to-day e-mail.

Direct Mail

Category: Direct mail may occur approximately quarterly and provide general Project information and updates. Process: BC Hydro will describe Project/Work and update the public as needed. Contractor’s Responsibility: To provide a written response to BC Hydro about an issue; BC Hydro will then use/modify the written response in support of BC Hydro’s direct mail piece. The Contractor will provide support to BC Hydro for direct mail communications targeted at local audiences in the vicinity of the Project, at BC Hydro’s request.

5 Business Days from written request by BC Hydro.

Advertising

Category: There will be scheduled advertisements on Project information along with possible broader BC Hydro corporate advertising. Process: BC Hydro will develop and issue the advertisements. Contractor’s Responsibility: To provide a written response to BC Hydro’s requests concerning its advertisement design and content; BC Hydro will then use/modify the written response in support of BC Hydro’s advertisement.

5 Business Days from written request by BC Hydro.

Website

Category: Updates to the Site C Project Website (www.sitecproject.com) on the Work will be as needed. Process: Project Website to be maintained by BC Hydro. Contractor’s Responsibility: To provide written materials and Work pictures to BC Hydro for these updates.

5 Business Days from written request by BC Hydro.

Work Information Updates / Community Notices

Category: Public notices for Work activities or general updates about the status of Work. Process: BC Hydro will be the lead on all public/media releases, and will distribute them. Contractor’s Responsibility: To provide written information to BC Hydro for public release; BC Hydro

10 Business Days prior to an activity/closure date.

Main Civil Works – Schedule 9 [Communications Roles] BC Hydro Site C Clean Energy Project 7852285_13|NATDOCS

Communication Tools

BC Hydro Requirements

Response time

will then use/modify the written information in support of BC Hydro’s obligation to issue the public notification. To advise BC Hydro of any public notices for Work activities/closures and submit such notices to Hydro’s Representative. Media Releases

Category: Incident management issues which require immediate issuance of media release. Process: BC Hydro will issue and be the lead on all media releases. The Contractor will work with BC Hydro for incident management issues which require immediate issuance of media release. Contractor’s Responsibility: Provide BC Hydro with a person to contact and an emergency number to discuss/collaborate on the issue and to provide written information to BC Hydro for the news release; BC Hydro will then use/modify the written information in support of BC Hydro’s obligation to issue the news release. BC Hydro will distribute the news release.

1 hour from written request by BC Hydro.

Media Interviews

Category: Request from media for an interview. Process: BC Hydro will identify appropriate lead for interview. In the event a spokesperson is required, BC Hydro will determine the spokesperson. Contractor’s Responsibility: To provide an approved spokesperson for media interviews at BC Hydro’s request, and a communications lead to support the BC Hydro spokesperson as reasonably requested by BC Hydro. All media inquiries are to be forwarded to BC Hydro to coordinate response. The Contractor is not to respond to the media without BC Hydro’s permission.

1 hour from written request by BC Hydro.

Community Off-site Open House

Category: An open house for the community will be held annually, or on such other schedule as determined by BC Hydro. Process: BC Hydro and the Contractor will profile the Project and its components, including the Work through community open houses. This is an opportunity for the community to see Project evolution through pictures, maps, diagrams, and presentations. This “off-site” open house will allow the community to continue to learn and follow the Project by talking to discipline experts. It may also serve as a recruitment tool for prospective workers on the Project. Contractor’s Responsibility: As required by the Construction Communications Plan. Communications Manager to provide text, graphics and other support materials for the event. The Contractor to provide representatives at the open house, as requested by BC Hydro.

30 Business Days in advance to provide BC Hydro with event support.

Community Liaison Committee

Category: Community Liaison Committees to receive regular updates on the Work and bring forward community issues for discussion. Process: BC Hydro will develop and facilitate the Community Liaison Committees. The Contractor will attend the Community Liaison Committee meetings with BC Hydro, which could include monthly or quarterly meetings.

10 Business Days in advance of meeting to provide BC Hydro with information/presentation needs.

Main Civil Works – Schedule 9 [Communications Roles] BC Hydro Site C Clean Energy Project 7852285_13|NATDOCS

Communication Tools

BC Hydro Requirements

Response time

Contractor’s Responsibility: As required by the Construction Communications Plan. Communications Manager to participate in planning and support and provide staff and resources as reasonably requested by BC Hydro. General Public Meetings

Category: Meetings to present current Work activity information and identify and minimize Work activity impacts. The types of meetings include Rotary, Chamber of Commerce, City Council, and public groups. Process: BC Hydro will maintain ongoing relationships with the public and attend general public meetings. The Contractor must attend such meetings with BC Hydro. BC Hydro anticipates the Contractor will attend about 6 meetings per year, but dependent on issues, attendance at more meetings, proactive public engagement and further support and resources may be required as determined by BC Hydro. Contractor’s Responsibility: As required by the Construction Communications Plan. Communications Manager to participate and provide support.

10 Business Days in advance of meeting to provide BC Hydro with information/presentation needs.

Aboriginal group meetings

Category: Meetings with Aboriginal groups, including Chief and Council meetings and community meetings, to present current Work activity information, bring forward community issues for discussion, and identify and minimize Work activity impacts. Process: BC Hydro will maintain ongoing relationships with the Aboriginal groups. The Contractor must attend and provide support for such meetings at the request of BC Hydro. BC Hydro anticipates the Contractor will attend about 6 meetings per year, but dependent on issues, attendance at more meetings may be required as determined by BC Hydro. Contractor’s Responsibility: Communications Manager to participate and provide support to BC Hydro.

10 Business Days in advance of meeting to provide BC Hydro with information/presentation needs.

Video (HD quality) and High-Quality Photos

Category: Requirement for video footage of the Work and photographs of the Work. Process: The Contractor to take a high-definition video clip of the Work at appropriate weekly/monthly intervals. The Contractor also will take an average of 25 to 50 high-quality photographs per month capturing all key elements of the Work. Contractor’s Responsibility: To produce and provide BC Hydro: (i) high-definition video footage of the Work; and (ii) high-quality photographs of the Work.

Video footage to be provided to BC Hydro within 30 Business Days after Substantial Completion. On a monthly basis, the Contractor is to provide BC Hydro with an electronic copy of the prior month’s photographs.

Public Displays

Category: Public displays will be created for the Site C Community Office. Process: BC Hydro will develop public displays that describe the Work. The displays will be updated as needed. Contractor’s Responsibility: To provide a contact person to discuss/collaborate on the content and then provide a written response to BC Hydro. BC Hydro will then use/modify the written response to develop the public displays.

5 Business Days from written request by BC Hydro.

Main Civil Works – Schedule 9 [Communications Roles] BC Hydro Site C Clean Energy Project 7852285_13|NATDOCS

Communication Tools

Business Liaison

BC Hydro Requirements

Category: update businesses on status of the Work and provide information on future business opportunities related to the Work. Process: BC Hydro has developed a directory of interested businesses. BC Hydro will continue to conduct information sessions as needed. Contractor’s Responsibility: To provide a contact person to discuss/collaborate on updates. Communications Manager to participate in planning and support.

COMMUNITY RELATIONS AND PUBLIC CONSULTATION

7.1

Community Relations

Response time

5 Business Days from written request by BC Hydro.

The Contractor will provide the supporting role for BC Hydro’s community relations program which will include: (a)

supporting BC Hydro in a proactive community relations program to provide the public with regular or scheduled information on the Work, including notification and timing of road closures, and Work updates such as public information bulletins, public displays, advertising, website, Work notices, open houses, milestone announcements and celebrations, news releases and media tours, that BC Hydro considers necessary or desirable in order to conduct and implement the community relations program;

(b)

supporting BC Hydro’s lead role by providing information for BC Hydro to use in responding to day-to-day inquiries and complaints on issues and concerns arising out of the Work as requested by BC Hydro;

(c)

providing a contact to take public inquiries, relay inquiries to BC Hydro and assist BC Hydro in its responses to those inquiries, and in some cases providing responses directly to the public where discussed and agreed to by BC Hydro;

(d)

supporting BC Hydro by attending public meetings;

(e)

supporting BC Hydro’s communications and media relations by providing clear, consistent and accessible Work information, including number of workers, number of apprentices, local workers and local contractors involved in the Work, and to collaborate on local and Aboriginal employment success stories, so that BC Hydro can utilise this in disseminating information on Work activities; and

(f)

supporting BC Hydro’s communications activities by supplying timely and accurate information to BC Hydro about the Work as requested by BC Hydro.

7.2

Community Liaison Committees

The Contractor will participate in a supporting role, with Community Liaison Committees, as follows: (a)

BC Hydro proposes to establish up to five Community Liaison Committees (e.g., in each of Fort St. John, Hudson’s Hope, Taylor, Chetwynd and Peace River Regional District) (each, a “Community Liaison Committee”). BC Hydro would work with prospective Community Liaison Committees members to establish terms of reference for the Community Liaison Committees that would include procedures for membership, roles and responsibilities of Community Liaison Main Civil Works – Schedule 9 [Communications Roles]

BC Hydro Site C Clean Energy Project 7852285_13|NATDOCS

Committee members, regular reporting, review of mitigation and follow-up programs, and other topics as agreed. (b)

BC Hydro will, with the Contractor’s support, at each meeting engage with the Community Liaison Committee and hear the comments and issues raised by the Community Liaison Committee on all matters relating to impacts to the community with respect to the performance of the Work.

(c)

The Contractor will consider all comments, issues and matters raised by the Community Liaison Committee at each meeting. Within 15 business days of each meeting with a Community Liaison Committee, the Contractor will prepare and deliver to Hydro’s Representative a report, which will:

7.3

(i)

demonstrate in detail how the Contractor considered the concerns, issues and matters raised by the Community Liaison Committee and how the Contractor proposes to address and remedy each of the concerns, issues and matters raised by the Community Liaison Committee, provided that such proposals will not create additional obligations for the Contractor; and

(ii)

if the Contractor proposes not to address or remedy in whole or in part any concern, issue or matter raised by the Community Liaison Committee, provide reasons satisfactory to Hydro’s Representative, acting reasonably, why the Contractor proposes not to address or remedy in whole or in part any particular concern, issue or matter raised by the Community Liaison Committee.

Public Consultation

The Contractor will participate in a supporting role in BC Hydro’s public consultation program which will include: (a)

providing a contact to take public inquiries, relay inquiries to BC Hydro and assist BC Hydro in its responses to those inquiries;

(b)

providing information for public and stakeholder Site interpretive displays/wayward signage, so that BC Hydro and the Contractor can design the map/diagrams/words to BC Hydro’s corporate standards. The Contractor will print/develop the displays and then place at the Site;

(c)

attending, with representatives of BC Hydro, public meetings, other small or large group meetings, municipal council and local government presentations, Aboriginal group meetings, and such other meetings as BC Hydro deems necessary or desirable;

(d)

providing personnel (i.e., Communications Manager) experienced in making public consultation presentations in a support role;

(e)

performing the Work in compliance with the Supporting Role Construction Communications Plan; and

(f)

revising and submitting to Hydro’s Representative for Review an updated Supporting Role Construction Communication Plan as required to reflect any changes to the Work, and in any event annually.

Compliance with the Supporting Role Construction Communications Plan will not relieve the Contractor of any of its duties, obligations or responsibilities under the Contract to perform the Work in accordance with the requirements of the Contract Documents.

Main Civil Works – Schedule 9 [Communications Roles] BC Hydro Site C Clean Energy Project 7852285_13|NATDOCS

MEDIA RELATIONS

The Contractor will participate in a supporting role for the following activities relating to media relations: (a)

as requested by BC Hydro, the Contractor will assist BC Hydro to respond to a media enquiry. This assistance may include providing all information and data regarding the status of the Work, any traffic incidents, emergencies or other incidents, and any other information and data BC Hydro may need to appropriately respond to media inquiries;

(b)

provide media opportunities/Site tours for milestone and unique Work events, such as commencement of construction and completion of construction. By extension, to assist and allow MLA, Minister and City Council Site tours as required; and

(c)

providing a contact to take media inquiries, relay inquiries to BC Hydro and assist BC Hydro in its responses to those inquiries and in some cases providing responses directly to the media where discussed and agreed to by BC Hydro.

TRAFFIC MANAGEMENT COMMUNICATIONS

9.1

Supporting Role Traffic Management Communications

(a)

Within 90 days after the Effective Date, the Contractor will prepare and submit to Hydro’s Representative for Review a supporting role traffic management plan as part of the Supporting Role Construction Communications Plan that clearly describes how the Contractor will:

(b)

(i)

implement the requirements of this Schedule 9 [Communications Rolls] related to traffic matters during the performance of the Work; and

(ii)

communicate to Hydro’s Representative about all matters relating to traffic flow, including, specifically, providing timely notice of Work related delays, closures, detours and any traffic incidents and/or emergencies.

The Contractor will: (i)

minimize traffic disruption and maximize traffic predictability;

(ii)

prepare clear, consistent and accessible Work and traffic information for Hydro’s Representative;

(iii)

communicate Work and traffic information to Hydro’s Representative in a timely manner;

(iv)

support BC Hydro’s communications, community relations and media relations activities by supplying timely and accurate information to Hydro’s Representative about the Work; and

(v)

perform the Work in compliance with the supporting role traffic management plan.

Compliance with the supporting role traffic management plan will not relieve the Contractor of any of its duties, obligations or responsibilities under the Contract to perform the Work in accordance with the requirements of the Contract Documents.

Main Civil Works – Schedule 9 [Communications Roles] BC Hydro Site C Clean Energy Project 7852285_13|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 10 SAFETY TABLE OF CONTENTS 1

INTERPRETATION.......................................................................................................................... 1 1.1

Definitions .................................................................................................................................. 1 GENERAL OCCUPATIONAL HEALTH AND SAFETY REQUIREMENTS ................................... 2

2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 3

Safety Areas .............................................................................................................................. 2 General Duties of the Contractor ............................................................................................... 2 Contractor as the Prime Contractor ........................................................................................... 3 Site Safety Coordinator .............................................................................................................. 3 Construction Safety Officers ...................................................................................................... 4 Refusal to Recognize the Prime Contractor .............................................................................. 5 Contractor Not the Prime Contractor ......................................................................................... 5 Major Incident Response ........................................................................................................... 5 SITE SAFETY MANAGEMENT PLAN ............................................................................................ 5

3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 4

Preparation and Submission...................................................................................................... 5 Safe Work Procedures ............................................................................................................... 6 Amendment of SSMP ................................................................................................................ 7 Compliance to SSMP ................................................................................................................. 7 Life Saving Rules ....................................................................................................................... 7 Safety Practice Regulations....................................................................................................... 8 Isolation ...................................................................................................................................... 8 WorkSafeBC Requirements....................................................................................................... 8 Indemnity for WCB Non-Compliance ......................................................................................... 8 Failure to Comply with WorkSafeBC Requirements .................................................................. 8 SAFETY REQUIREMEMENTS ....................................................................................................... 9

4.1 4.2 4.3 4.4 4.5 4.6 5

Emergency Response Plan ....................................................................................................... 9 Compliance to the Emergency Response Plan ......................................................................... 9 Amendment of the Emergency Response Plan ......................................................................... 9 First Aid Responsibility for the Prime Contractor ....................................................................... 9 Safety Training ......................................................................................................................... 10 Failure to Comply ..................................................................................................................... 11 SAFETY MEETINGS ..................................................................................................................... 11

5.1 5.2 5.3 6

Compliance, Participation, Attendance and Documentation ................................................... 11 General Meetings..................................................................................................................... 11 Special Safety Related Meetings ............................................................................................. 12 AUDITS AND INSPECTIONS ....................................................................................................... 12

6.1 6.2 6.3 6.4 6.5 7

Access to Contractor’s Work Area, Personnel and Records ................................................... 12 Workplace Safety Audits .......................................................................................................... 12 Response to Safety Deficiencies ............................................................................................. 13 Annual Audit............................................................................................................................. 13 Self-Reporting .......................................................................................................................... 13 ACCIDENTS AND INCIDENTS ..................................................................................................... 13

7.1

Accident and Incident Reporting .............................................................................................. 13 Main Civil Works – Schedule 10 [Safety]

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7.2 8

Orders ...................................................................................................................................... 14 PUBLIC SAFETY........................................................................................................................... 14

8.1 9

Public Safety Management Plan.............................................................................................. 14 DANGEROUS GOODS ................................................................................................................. 14

9.1 9.2 10

Dangerous Goods .................................................................................................................... 14 Dangerous Goods Occurrence ................................................................................................ 15 FIRE PROTECTION ...................................................................................................................... 15

10.1 10.2

Fire Protection Equipment ....................................................................................................... 15 FireSmart and Wildfires ........................................................................................................... 16

APPENDIX 10-1 APPENDIX 10-2

SAFETY AREAS CONTRACTOR SAFETY INCIDENT REPORT FORM

Main Civil Works â&#x20AC;&#x201C; Schedule 10 [Safety] BC Hydro Site C Clean Energy Project 7878170_27|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 10 SAFETY 1

INTERPRETATION

1.1

Definitions

In this Schedule 10 [Safety], in addition to the definitions set out in Schedule 1 [Definitions and Interpretation]: “Construction Safety Officer” has the meaning set out in Section 2.5 of this Schedule 10 [Safety]; “Emergency Response Plan” has the meaning set out in Section 4.1 of this Schedule 10 [Safety]; “Hazardous Material” means any substance for which worker exposure must be kept “as low as reasonably achievable” as that phrase is defined in Part 5 of the OHSR; “Multiple Employer Workplace” has the meaning ascribed to it in Section 118 of the Workers Compensation Act (British Columbia) and in WorkSafeBC Regulation Part 20.3 (2) “a work location has overlapping or adjoining work activities of 2 or more employers that create a hazard to workers”; “Notice of Failure to Comply” has the meaning set out in Section 4.6(a) of this Schedule 10 [Safety]; “Occupational Health & Safety Management Program” or “OHSMP” has the meaning ascribed to it in Part 3.3 of the OHSR; “OHSR” means the Occupational Health and Safety Regulation (British Columbia); “Other Prime Contractor” has the meaning set out in Section 2.7 of this Schedule 10 [Safety]; “Prime Contractor” has the meaning ascribed to it in Section 118 of the Workers Compensation Act (British Columbia); “PSSP” has the meaning set out in Section 3.6 of this Schedule 10 [Safety]; “Public Hazards” has the meaning set out in Section 8.1(a) of this Schedule 10 [Safety]; “Public Safety Management Plan” has the meaning set out in Section 8.1 of this Schedule 10 [Safety]; “Qualified” has the meaning ascribed to it in Part 1 of the OHSR; “Safe Work Procedures” has the meaning set out in Section 3.2 of this Schedule 10 [Safety]; “Safety Area” has the meaning set out in Section 2.1 of this Schedule 10 [Safety]; “Safety Audits and Inspections” has the meaning set out in Section 6.1 of this Schedule 10 [Safety]; “Safety Laws” has the meaning set out in Section 3.1(a) of this Schedule 10 [Safety]; “Safety Order” has the meaning set out in Section 7.2 of this Schedule 10 [Safety]; “Site Safety Coordinator” has the meaning set out in Section 2.4 of this Schedule 10 [Safety]; Main Civil Works – Schedule 10 [Safety] BC Hydro Site C Clean Energy Project 7878170_27|NATDOCS

“Site Safety Management Plan” or “SSMP” has the meaning set out in Section 3.1 of this Schedule 10 [Safety]; “Specified Area” has the meaning set out in Section 2.7 of this Schedule 10 [Safety]; “WorkSafeBC” means the Workers Compensation Board of British Columbia; and “WPP” has the meaning set out in Section 3.6 of this Schedule 10 [Safety]. 2

GENERAL OCCUPATIONAL HEALTH AND SAFETY REQUIREMENTS

2.1

Safety Areas

For the purposes of safety BC Hydro may divide the Site into a number of areas (each a “Safety Area”) and designate a specific contractor as the Prime Contractor for each Safety Area. A Safety Area may be comprised of the Contractor’s Work Area, Other Contractor’s work areas, an area of ancillary use such as a storage area or laydown area and roads and access lands. Any Safety Area may be a Multiple Employer Workplace such that more than one contractor may be required to use, perform work in or pass through the Safety Area. 2.2

General Duties of the Contractor

The Contractor will: (a)

ensure the health and safety of all workers working for the Contractor, and any other workers present at a workplace at which Work is being carried out;

(b)

comply with the Workers Compensation Act (British Columbia), the OHSR and any applicable orders;

(c)

comply with all of the BC Hydro safety standards and regulations published as at the Effective Date (“BC Hydro’s Safety Standards and Regulations”);

(d)

remedy any workplace conditions that are hazardous to the health or safety of the Contractor's workers;

(e)

ensure that the Contractor’s workers are made aware of all known or reasonably foreseeable health or safety hazards to which they are likely to be exposed by their work, comply with the Workers Compensation Act (British Columbia), the OHSR and any applicable orders, comply with BC Hydro’s Safety Standards and Regulations and are made aware of their rights and duties under the Workers Compensation Act (British Columbia) and the OHSR;

(f)

if the Contractor is not the Prime Contractor of a Safety Area, comply with, and ensure the Contractor’s workers comply with, the directions of the Prime Contractor of that Safety Area

(g)

ensure that the Contractor’s workers are at all times aware of who the Prime Contractor for the particular Safety Area in which they are performing Work and who the Prime Contractor is on adjacent Safety Areas;

(h)

provide to the Contractor's workers the information, instruction, training and supervision necessary to ensure the health and safety of those workers in carrying out their work and to ensure the health and safety of other workers at the workplace; and

(i)

maintain the Safety Area in a manner that ensures the health and safety of persons at or near the Safety Area. Main Civil Works – Schedule 10 [Safety]

BC Hydro Site C Clean Energy Project 7878170_27|NATDOCS

The Contractor may obtain a copy of BC Hydro’s Safety Standards and Regulations from the following website: http://www.bchydro.com/about/suppliers/doing-business-with-bchydro/contractor-safety.html. If a new version of BC Hydro’s Safety Standards and Regulations is published after the Effective Date, BC Hydro will notify the Contractor in writing and the Contractor will have 30 days from the date of such notice to comply with such new requirements, which will be a Change to which the provisions of Schedule 12 [Changes] will apply. 2.3

Contractor as the Prime Contractor

The area(s) identified as ‘Safety Area – Main Civil Works’ on the drawings attached at Appendix 10-1 [Safety Areas] are or will be the Contractor’s Safety Areas for the time periods as indicated on such drawings. For the purposes of this Schedule 10 [Safety], “Safety Area” will be deemed to be a reference to all of the Contractor’s Safety Areas as identified in Appendix 10-1 [Safety Areas] for the time period specified. BC Hydro hereby designates the Contractor as the Prime Contractor for the Safety Area(s) for the time periods indicated and the Contractor hereby agrees to be the Prime Contractor for such Safety Area(s). All references in this Schedule 10 [Safety] to “the Contractor” will, as the context requires, be deemed to be a reference to “the Contractor as the Prime Contractor”. Accordingly the Contractor will: (a)

take all steps or measures necessary, through such arrangements as are appropriate, to fulfill its obligations, functions and duties as the Prime Contractor;

(b)

file a notice of project in accordance with Section 20.2 of the OHSR;

(c)

coordinate the activities of all of the employers and workers in the Safety Area so that the activities of the workers of one employer do not pose any risk to the workers of another employer;

(d)

establish and maintain a system or process that will ensure compliance with the Safety Laws in respect of the Safety Area;

(e)

identify and document any work activities at the workplace where there is a known or reasonably foreseeable risk to workers;

(f)

maintain the workplace in a manner that ensures the health and safety of persons at or near the workplace; and

(g)

at all times have full regard for the safety of all persons on the Safety Area (whether such persons are present on the Safety Area lawfully or not) and keep the Safety Area in a manner and in an orderly state that ensures the safety of such persons and that is appropriate to the avoidance of danger to such persons.

2.4

Site Safety Coordinator

Prior to the commencement of any construction within the Safety Area, the Contractor will appoint a Qualified person (the “Site Safety Coordinator”) to coordinate health and safety activities for the Safety Area with respect to such construction and deliver to Hydro’s Representative written notice of the designation of the Site Safety Coordinator. The duties of the Site Safety Coordinator will be: (a)

establishing and maintaining working relationships with WorkSafeBC and BC Hydro;

(b)

prior to the commencement any Construction, preparing and submitting to BC Hydro for Review a schedule of safety activities demonstrating implementation of the Contractor’s Site Safety Management Plan; Main Civil Works – Schedule 10 [Safety]

BC Hydro Site C Clean Energy Project 7878170_27|NATDOCS

(c)

ensuring that all pre-existing hazards on the Safety Area have been identified and communicated to the Contractor’s workers and all other workers in the Safety Area;

(d)

preparing or causing to be prepared a site drawing showing the project layout, first aid locations, emergency transportation provisions and the evacuation marshalling station;

(e)

identifying and documenting all pre-existing hazards at the Safety Area, and new hazards that arise during the performance of the Work for the Contractor’s and Subcontractor’s workers and for all other employers and their workers who for any reason come into the Safety Area;

(f)

ensuring that all hazards described in Section 2.4(e) of this Schedule 10 [Safety] are addressed throughout the duration of the performance of the Work;

(g)

identifying and documenting any activities at the workplace that could create a known or reasonably foreseeable risk to workers and informing all Other Contractors and their workers who for any reason come into the Safety Area of the activities and the hazards;

(h)

preparing or causing to be prepared a set of written construction procedures designed to protect the health and safety of workers at the Safety Area;

(i)

reviewing the scopes of work, work procedures and physical work areas of the Other Contractors doing work within the Safety Area and when conditions or activities at any location or locations in the Safety Area affect the workers of more than one employer or where there are overlapping or adjoining work activities by two or more employers, coordinating the occupational health and safety activities throughout the Safety Area and alerting all workers to all reasonably foreseeable hazards to which they are likely to be exposed;

(j)

conducting documented site safety inspections at a frequency that prevents the development of unsafe conditions or procedures in the Safety Area;

(k)

notwithstanding any limitation in the OHSR regarding the number of workers in any work force, implementing and at all times maintaining a formal Joint Health and Safety Committee for the Safety Area as required by the Workers Compensation Act (British Columbia), and maintaining compliance with those duties and functions as required by the Workers Compensation Act (British Columbia);

(l)

advising BC Hydro immediately of any accidents or incidents that occur in the Safety Area including those that must be reported to WorkSafeBC; and

(m)

informing all persons who enter the Safety Area of the health and safety requirements in the Safety Area.

The Site Safety Coordinator or his delegate will be: (n)

knowledgeable about the scope of the Work and the hazards involved with the Work, and the means to control or mitigate such hazards; and

(o)

knowledgeable of the hazards of the work of Other Contractors, including those performing electrical and microwave tower construction.

2.5

Construction Safety Officers

The Contractor will appoint a sufficient number of Qualified construction safety officers (each a “Construction Safety Officer”), having responsibility for the identification and control of potential safety hazards on the Site, in accordance with applicable Safety Laws. The Contractor will ensure that during Main Civil Works – Schedule 10 [Safety] BC Hydro Site C Clean Energy Project 7878170_27|NATDOCS

the performance of all construction activities on the Safety Area, at least one Construction Safety Officer is at the Safety Area and available for every 200 construction workers. A Construction Safety Officer will demonstrate the requisite degree of training and competency to act in that capacity, as required by WorkSafeBC. 2.6

Refusal to Recognize the Prime Contractor

If WorkSafeBC refuses to recognize or accept the Contractor at any time as the Prime Contractor, the Contractor will not be relieved of any obligations, duties and liabilities as the Prime Contractor but will be responsible to BC Hydro as if the Contractor had been accepted by WorkSafeBC as the Prime Contractor for fulfilling all obligations to the same extent as if the Contractor undertook the obligations of a Prime Contractor for the Safety Area. 2.7

Contractor Not the Prime Contractor

BC Hydro may, from time to time, at its sole discretion and on prior written notice from Hydro’s Representative to the Contractor, appoint a person other than the Contractor as the Prime Contractor (in this Section 2.7, the “Other Prime Contractor”) in connection with specified works and activities that may be undertaken and performed in a portion of the Safety Area (the “Specified Area”), for a specified period of time. Upon receipt of written notice from Hydro’s Representative the Contractor agrees that it will cease to be the Prime Contractor in the Specified Area for the specified period of time, and the Contractor will comply with, and ensure compliance by its workers and subcontractors with all applicable safety requirements of the Other Prime Contractor, acting reasonably, in the Specified Area. The Contractor will provide the Site Safety Coordinator of the Other Prime Contractor with the name of a Qualified person designated by the Contractor to be responsible for the Contractor’s health and safety activities in the Specified Area. While acting as the Prime Contractor on the balance of the Safety Area, the Contractor will coordinate the health and safety activities of the Other Contractors doing work within the Safety Area to ensure at all times that the workers on the Safety Area do not create a hazard for the workers on the Specified Area. Upon receipt from Hydro’s Representative of written notice of the conclusion of the works and activities referred to in the original notice, the Contractor will reassume and thereafter fulfil the responsibilities of the Prime Contractor as otherwise set out in this Schedule 10 [Safety] at the Safety Area. 2.8

Major Incident Response

In the event of a health or safety incident which has the potential to have Site-wide impacts, BC Hydro may, at its discretion, designate a person, which may be other than the Contractor, to be the Prime Contractor across some or all of the Site for such period of time as BC Hydro may select. 3

SITE SAFETY MANAGEMENT PLAN

3.1

Preparation and Submission

Within 90 days after the Effective Date, and in any event, at least 20 days before commencing any Work at the Site, the Contractor will prepare and submit the Contractor’s Site Safety Management Plan (“Site Safety Management Plan” or “SSMP”) to BC Hydro for Review. The SSMP will be prepared by a Qualified person who will certify that the SSMP: (a)

has been prepared in accordance with the requirements of the Workers Compensation Act (British Columbia), the OSHR and all applicable Laws and the Safety Regulations (the “Safety Laws”); Main Civil Works – Schedule 10 [Safety]

BC Hydro Site C Clean Energy Project 7878170_27|NATDOCS

(b)

meets the minimum standards of health and safety applicable for each specified component of the Work, as determined by BC Hydro’s Safety Standards and Regulations;

(c)

is in compliance with Good Industry Practice;

(d)

addresses overall management of occupational safety, health and wellness and addresses mitigation of any risks due to occupational health and safety hazards associated with the Project, the Contractor’s Work Area and the performance of the Work. The SSMP will define the safety purpose, responsibilities, strategies and plans that direct the Contractor, its employees, its Subcontractors and its Subcontractors’ employees with a key focus made to those components of the Work, including cooperation with Other Contractors, BC Hydro and other persons at the Site;

(e)

includes, in the Prime Contractor component of the SSMP, strategy for coordination of occupational health and safety activities within the Contractor’s Work Area, hazard identification and control, provision of first aid, strategy for ensuring training and competency, rules of conduct, and design, implementation, and maintenance of the system to ensure compliance with the Workers Compensation Act (British Columbia) and the OHSR, as well as the worksite rules of the Prime Contractor;

(f)

addresses the development of an emergency response plan that aligns with BC Hydro’s Emergency Response Plan for the Site, in communication with BC Hydro;

(g)

includes those parts of the Security Plan which outline the security measures in place to protect the Contractor’s employees, agents, personnel, Subcontractors and their employees and agents;

(h)

outlines Safe Work Procedures for specified aspects of the Work; and

(i)

to the extent under the Contract Documents the Contractor is responsible for design, is in compliance with the relevant provisions of BC Hydro’s Safety by Design policy.

3.2

Safe Work Procedures

Prior to commencing any activities at the Site, the Contractor will develop and submit a set of written instructions identifying the health and safety hazards associated with the performance of each type of activity associated with the performance of the Work (“Safe Work Procedures”) to BC Hydro for review as to completeness. The Contractor will engage a Qualified Person knowledgeable in the applicable WorkSafeBC Regulation and work procedures to prepare each set of Safe Work Procedures. Each set of Safe Work Procedures will: (a)

address all site specific safety hazards and work procedures necessary to address those hazards for the safe performance of the specific type of Work activity;

(b)

include Safe Work Procedures and exposure control plans applicable to the site and the performance of the specific type of Work activity;

(c)

include reference to hot work precautions;

(d)

be prepared in accordance with WorkSafeBC requirements;

(e)

be consistent with BC Hydro’s Safety Standards and Regulations, as applicable;

(f)

specifically identify the applicable procedures in the event of an accident or safety violation;

(g)

for any work that may be done in or around rivers, lakes, reservoirs or other bodies of water under the following conditions: Main Civil Works – Schedule 10 [Safety]

BC Hydro Site C Clean Energy Project 7878170_27|NATDOCS

(i)

working in river environments;

(ii)

construction project; or

(iii)

working from boats or barges,

contain a specific requirement to comply with OSH Standard 408 Operation of Boats of BC Hydro’s Safety Standards and Regulations; (h)

for any work involving helicopters and fixed wing aircrafts, contain a specific requirement: (i)

to comply with OSH 407 Helicopter and Fixed-Wing Aircraft Safety of BC Hydro’s Safety Standards and Regulations; and

(ii)

that helicopter vendors have a signed helicopter safety management system that demonstrates each such vendor’s: (A)

policy on the safe use of helicopters;

(B)

standard operating procedures; and

(C)

pilot qualification in terms of flying hours, including utility wire environment experience where appropriate for the contract work; and

(i)

contain a specific requirement to comply with OSH Standard 318 Crystalline Silica of BC Hydro’s Safety Standards and Regulations.

3.3

Amendment of SSMP

The Contractor will review and amend the SSMP from time to time as necessary, including when hazards change or the scope of Work changes, to ensure that the SSMP at all times complies with the requirements set out in Section 3.1 of this Schedule 10 [Safety]. Prior to implementation of any SSMP amendments, the Contractor will submit the proposed amendments to Hydro’s Representative for Review. 3.4

Compliance to SSMP

The Contractor will implement and comply with the SSMP, and require all Subcontractors to comply with the SSMP, prepared and as may be amended from time to time in accordance with the requirements of this Schedule 10 [Safety]. 3.5

Life Saving Rules

The Contractor will ensure training of its workers in and compliance with the applicable lifesaving rules by all persons on the Safety Area as part of the Site Safety Management Plan: (a)

limits of approach (LOA) will be maintained as required by WorkSafeBC Regulation Part 19.24 and 19.27;

(b)

if working within the limits of approach, ensure there is a safety protection guarantee or lock out in place and check that it is appropriate for the Work being undertaken;

(c)

if working within the limits of approach test for hazardous energy;

(d)

if working within the limits of approach ensure that worker protection grounding/bonding is applied; Main Civil Works – Schedule 10 [Safety]

BC Hydro Site C Clean Energy Project 7878170_27|NATDOCS

(e)

use fall protection when working at heights;

(f)

maintain a safe atmosphere in a confined space and ensure each worker can be rescued;

(g)

prevent harmful exposure to known carcinogens, toxins and bio-hazards;

(h)

no work will be undertaken under the influence of alcohol or drugs; and

(i)

adjust driving performance to the weather and road conditions.

3.6

Safety Practice Regulations

Before any station equipment can be connected to the electrical grid the Contractor will be trained in and comply with BC Hydro’s Safety Practice Regulations (SPR), including the Power System Safety Protection (“PSSP”), Work Protection Practices (“WPP”), and lockout procedures. The Contractor will train or cause to be trained all persons engaged in the performance of the Work to a minimum of Category B under WPP and Category 3 under PSSP before the equipment is connected to the grid and from connection time forward all persons working on the equipment must maintain PSSP/WPP certification to the level required by the work being done. 3.7

Isolation

If the Contractor requires a change to the equipment isolation and lockout procedures to accommodate the performance of the Work, the Contractor will submit a lockout procedure change request to Hydro’s Representative a minimum of three days in advance of the required change. BC Hydro will perform the requested switching and isolation at no charge to the Contractor. Notwithstanding the foregoing, BC Hydro will not be responsible for any costs associated with any delays or interruptions of the Work arising from changes to isolation of equipment requested by the Contractor. 3.8

WorkSafeBC Requirements

Within 60 days after the Effective Date but, in any event, before commencing any Work at the Site, and at any time on written request from Hydro’s Representative, the Contractor will deliver to BC Hydro a statement from WorkSafeBC that: (a)

each Subcontractor is registered and paying its premiums as required; and

(b)

a notice of project has been filed in accordance with Section 20.2 of the OHSR.

3.9

Indemnity for WCB Non-Compliance

If the Contractor or anyone employed by or through the Contractor in the performance of any Work does not comply with the requirements of the Workers Compensation Act (British Columbia), including payment and deduction and remittance of any and all contributions, premiums, fees, assessments and charges required to be made thereunder, the Contractor will indemnify BC Hydro from any cost, loss, liability or obligation which BC Hydro may incur as a result. 3.10

Failure to Comply with WorkSafeBC Requirements

If at any time the Work or portion of the Work is stopped because the Contractor, or any Subcontractor fails or refuses to comply with an order issued pursuant to the Workers Compensation Act (British Columbia), then such failure or refusal will be deemed to be a default to which the provisions of Section 15.1 of Schedule 2 [General Conditions] will apply.

Main Civil Works – Schedule 10 [Safety] BC Hydro Site C Clean Energy Project 7878170_27|NATDOCS

SAFETY REQUIREMEMENTS

4.1

Emergency Response Plan

The Contractor will prepare an emergency response plan (the “Emergency Response Plan”) which: (a)

aligns with BC Hydro’s Emergency Response Plan for the Site;

(b)

outlines the warning systems for evacuation that will be in place;

(c)

provides the Contractor’s (including all Subcontractors) emergency response protocol and procedures for safely managing potential emergency situations within the Safety Area; and

(d)

defines the detailed safe, effective and timely evacuation procedures in the event of an emergency at the Site.

The Contractor will, within 90 days after the Effective Date, submit the Emergency Response Plan to Hydro’s Representative for Review. 4.2

Compliance to the Emergency Response Plan

The Contractor will implement and comply with the Emergency Response Plan, and require all Subcontractors to comply with the Emergency Response Plan, prepared and as may be amended from time to time in accordance with the requirements of this Schedule 10 [Safety]. 4.3

Amendment of the Emergency Response Plan

The Contractor will update the Emergency Response Plan as required during the performance of the Work so that it at all times covers the Work being performed. The Contractor will submit the amendments to the Emergency Response Plan to Hydro’s Representative for Review. 4.4

First Aid Responsibility for the Prime Contractor

When BC Hydro designates the Contractor as the Prime Contractor, the Contractor will be responsible for meeting the requirements of the Workers Compensation Act (British Columbia), to provide, operate and maintain first aid resources, supplies, equipment and facilities on the Site in accordance with WorkSafeBC First Aid Regulations. The Contractor will at all times during the performance of the Work provide Qualified first aid attendants on Site as required by WorkSafeBC First Aid Regulations for all of the Contractor’s employees and agents, Subcontractors, their employees and agents and guests. The Contractor will monitor and manage the adequacy and effectiveness of its first aid program, processes and personnel during the performance of the Work. The responsibilities include without limitation: (a)

completing a first aid hazard assessment for the Safety Area, including an analysis of the length of time it will take to transport a worker to a hospital (the medical center being constructed as part of the worker accommodation camp (which is being provided by a contractor other than the Contractor) will not meet the requirements for a hospital or medical treatment facility);

(b)

complying with the first aid requirements for total head count for the Safety Area of responsibility; and

Main Civil Works – Schedule 10 [Safety] BC Hydro Site C Clean Energy Project 7878170_27|NATDOCS

(c)

providing additional equipment, safety resources and certification levels required to comply with the WorkSafeBC requirements for first aid coverage for the safety area taking into account: (i)

the presence of multiple contractors and personnel in the Safety Area of responsibility;

(ii)

overlapping Safety Areas;

(iii)

work hazard ratings and risks arising from the performance of multiple work activities within the Safety Area of responsibility; and

(iv)

the number of workers in the Safety Area of responsibility.

Notwithstanding the requirements in WorkSafeBC OSH Regulation Part 3, Schedule 3-A, the Contractor will provide an on-site Automated External Defibrillator (AED) and an emergency transportation vehicle, capable of safely transporting an injured worker in a stretcher. In addition, if evacuation from the worksite is expected to take more than an hour, the Contractor will develop a plan to evacuate workers by the fastest reasonable method with a goal of reducing evacuation time to an hour or less. The Contractor will cooperate with Northern Health to establish a protocol for the emergency transportation of patients to Northern Health facilities. 4.5

Safety Training

The Contractor will, with respect to the performance of the Work, and will ensure that Other Contractors with respect to their work, develop, implement, monitor and update any and all training programs required to train their employees in the hazards of the Site and Work and the safe and proper performance of the Work. A safety training program will: (a)

comply with all requirements of WorkSafeBC and BC Hydroâ&#x20AC;&#x2122;s Safety Standards and Regulations;

(b)

be delivered by Qualified persons;

(c)

include orientation of all workers;

(d)

include training on life-saving rules;

(e)

identify and address both general and task specific hazards;

(f)

address the rights, obligations and duties of all persons engaged in the performance of the Work with respect to occupational health and safety;

(g)

address the potential consequences of non-compliance with the Site Safety Management Plan;

(h)

be tailored to the tasks, duties and responsibilities of each person engaged in the performance of the Work;

(i)

include references to applicable training documentation for trades apprentices;

(j)

include mechanisms for participants to evaluate and provide feedback with respect to the safety training sessions;

(k)

be modified as and when required to respond to participant evaluations and feedback;

(l)

be provided free of charge to all persons engaged in the performance of the Work during normal working hours; and Main Civil Works â&#x20AC;&#x201C; Schedule 10 [Safety]

BC Hydro Site C Clean Energy Project 7878170_27|NATDOCS

(m)

include such written tests as may be necessary to ensure that participants understand the material, including with respect to life saving rules, covered in the safety training sessions.

4.6

Failure to Comply

If the Contractor determines in its reasonable discretion that any employer or an employer’s worker performing work within the Safety Area is creating an unsafe or harmful condition or is doing or failing to do something that constitutes an unsafe or harmful act, or has failed to comply with the Workers Compensation Act (British Columbia), the OHSR, BC Hydro’s Safety Standards and Regulations or the SSMP, and that on written notice from the Contractor to the employer responsible for such of such condition, act or failure that the employer has failed or refused to take action to correct the condition, act or failure, including any condition, act or failure of a worker, then: (a)

the Contractor may issue a written notice (“Notice of Failure to Comply”) to the applicable employer stipulating in reasonable detail the basis for the issuance of the Notice of Failure to Comply, with a copy to Hydro’s Representative;

(b)

on receipt of a Notice of Failure to Comply BC Hydro may, in reliance on the Notice of Failure to Comply, take whatever action it deems necessary to reduce or eliminate risk to workers;

(c)

on rectification of the condition, act or failure set out in a Notice of Failure to Comply issued by the Contractor, the Contractor will withdraw the Notice of Failure to Comply by endorsing on a copy thereof confirmation of the rectification, and the Contractor will deliver a copy of the endorsed Notice of Failure to Comply to the applicable employer and to Hydro’s Representative, and in reliance on such receipt BC Hydro may take steps to permit the resumption of work; and

(d)

BC Hydro will be deemed to have relied on the terms of and the reasons set out in the Notice of Failure to Comply, and a subsequently endorsed notice that the condition has been rectified, notwithstanding any subsequent investigation or inquiry of the matter by BC Hydro, which BC Hydro may but will not be obligated to undertake, and the Contractor will indemnify and hold harmless BC Hydro in connection with any and all Claims arising in connection with the issuance of any Notice of Failure to Comply by the Contractor, or the subsequently endorsed notice, and any acts or omissions of BC Hydro in reliance on such notices.

SAFETY MEETINGS

5.1

Compliance, Participation, Attendance and Documentation

The Contractor will provide all documents, attend all meetings and conduct activities as required by the OSHR. The Contractor will cause the Contractor’s Representative and its Subcontractors’ senior site representatives to attend all safety meetings. The Contractor will cause all Other Contractors doing work within the Safety Area to hold, and maintain minutes of, daily safety tailboard meetings. The Contractor will provide to BC Hydro weekly and monthly safety statistics in a form acceptable to BC Hydro. The Contractor will cause representatives of its management staff and its hourly employees to attend the combined BC Hydro weekly safety meetings. 5.2

General Meetings

The Contractor’s Representative and the Contractor’s Site Safety Coordinator will regularly attend any Site meetings, including: (a)

Joint Health and Safety Committee meetings required under the Workers Compensation Act (British Columbia);

Main Civil Works – Schedule 10 [Safety] BC Hydro Site C Clean Energy Project 7878170_27|NATDOCS

(b)

Site safety coordination meetings; and

(c)

meetings with the safety coordinators of all other Prime Contractors to share information regarding Site hazards and risk reduction.

In addition, the Contractor will provide advance notice, For Information Only, of all such meetings to Hydro’s Representative. Representatives of BC Hydro will be permitted, but will not be obligated to, attend all such meetings. 5.3

Special Safety Related Meetings

At the commencement of the Work and at a minimum of once per quarter during the term of the Contract, senior representatives of the Contractor will meet with senior representatives of BC Hydro to: (a)

review the safety with respect to the Work and the Safety Area both lagging and leading indicators;

(b)

discuss learnings and identify opportunities for improvement of safety with respect to the on-going performance of the Work; and

(c)

define corrective action plans to proactively enhance the safety environment and safety performance for the Project and all employees.

AUDITS AND INSPECTIONS

6.1

Access to Contractor’s Work Area, Personnel and Records

The Contractor will allow BC Hydro and its agents’ unrestricted access to carry out safety inspections and audits of Site Work, worksite conditions and all pertinent health and safety performance records to determine adherence to safety and health objectives (“Safety Audits and Inspections”). BC Hydro and its agents’ personnel may carry out Safety Audits and Inspections without prior warning or notice to the Contractor. The Contractor will, during Safety Audits and Inspections, provide evidence of, or establish demonstrated compliance with, Safety Laws, the Site Safety Management Plans and Good Industry Practice. 6.2

Workplace Safety Audits

The Contractor will conduct workplace safety audits in accordance with Good Industry Practice at least once each month during the period between the Effective Date and the date of Total Completion. Workplace safety audits will be conducted by the Contractor’s Site Safety Coordinator or one of the Contractor’s Construction Safety Officers. The Contractor will provide advance written notice, For Information Only, of each workplace safety audit to BC Hydro and Hydro’s Representative may, but will not be obligated to, attend such audits. Workplace safety audits will measure the effectiveness of the Contractor’s occupational health and safety systems and determine the Contractor’s compliance with the OHSMP, the applicable SSMP’s, Safe Work Procedures and Safety Laws. The Contractor will review all workplace safety audit findings with the Contractor’s representative responsible for the Safety Area being audited and will determine and implement corrective action for all identified nonconformities. On or before the last day of each month, the Contractor will prepare and submit to Hydro’s Representative, For Information Only, a completed audit report.

Main Civil Works – Schedule 10 [Safety] BC Hydro Site C Clean Energy Project 7878170_27|NATDOCS

The Contractor will promptly remedy all unsafe conditions and procedures and provide a report back to BC Hydro confirming that the applicable issue has been remedied. 6.3

Response to Safety Deficiencies

If, in the opinion of BC Hydro, the Contractor’s Work or operations pose an undue hazard, Hydro’s Representative may shut down the Work or any portion of the Work until such time as the conditions are corrected. BC Hydro may verbally order the Contractor’s Representative to shut down the Work or any portion of the Work effective immediately, and deliver notice in writing of the order to the Contractor’s Representative within 48 hours after giving the verbal order. The Contractor will not be entitled to any compensation or payment from BC Hydro for any costs the Contractor incurs by reason of such shutdown or the implementation of corrective safety measures. On or before the last day of each month the Contractor will prepare and submit to Hydro’s Representative a statistical report for the month, in the form provided by Hydro’s Representative, of all safety deficiencies. The Contractor will maintain such reports in accordance with Schedule 15 [Records]. The Contractor will document the implementation of all corrective actions and will, on a monthly basis, provide proof of the implementation of all corrective actions to BC Hydro. 6.4

Annual Audit

The Contractor will cause an independent third party, acceptable to BC Hydro, to conduct an audit of the Contractor’s OHSMP to the BC Construction Safety Association’s standard, not less than once each calendar year during the duration of the Contract, in order to assess the Contractor’s compliance with, and implementation of, the OHSMP, as required by the Safety Laws and this Schedule 10 [Safety]. The Contractor will submit the independent auditor’s report to BC Hydro within one week of the anniversary of the completion of the previous annual audit for Review, and in any event within 14 days after receipt. 6.5

Self-Reporting

The Contractor will implement and maintain an appropriate system of occupational health and safety management documentation, sufficient to demonstrate compliance with all applicable Safety Laws and the requirements of this Schedule 10 [Safety]. The Contractor will ensure that all health and safety reporting is prepared and maintained in a format that is consistent with BC Hydro’s then current health and safety reporting systems. 7

ACCIDENTS AND INCIDENTS

7.1

Accident and Incident Reporting

The Contractor will: (a)

immediately notify WorkSafeBC and BC Hydro of any incident if the incident involves serious injury or death, public safety, a public near-miss incident, a major structural failure or collapse, a major release of Hazardous Material, or any other circumstance which is required to be reported pursuant to Safety Laws. For the purposes of this Section 7.1(a), the Contractor will use the incident report form set out in Appendix 10-2 [Contractor Safety Incident Report Form] or such other form as Hydro’s Representative may from time to time require;

(b)

where an incident investigation report is required pursuant to the Workers Compensation Act (British Columbia), prepare and submit such report to WorkSafeBC, and concurrently deliver a copy of such report to BC Hydro; and

Main Civil Works – Schedule 10 [Safety] BC Hydro Site C Clean Energy Project 7878170_27|NATDOCS

(c)

prepare and deliver to BC Hydro an investigation to determine if there were causative coordination or compliance issues with the incident.

On or before the last day of each month, the Contractor will prepare and submit a statistical report, in the form provided by Hydro’s Representative, of all incidents to BC Hydro and such report will be maintained in accordance with Schedule 15 [Records]. The Contractor will document the implementation of all corrective actions and will, on a monthly basis, provide proof of implementation of all corrective actions to BC Hydro. 7.2

Orders

The Contractor will ensure that if it or any Subcontractor of any tier receives an order issued by WorkSafeBC or any other authority having jurisdiction over safety issues on the Site (a “Safety Order”), the Contractor will, as soon as practicable, and in any event within 24 hours of receiving the Safety Order, notify Hydro’s Representative in writing of the Safety Order. The Contractor will copy Hydro’s Representative on any correspondence between the Contractor and WorksSafeBC, including any Notice of Compliance delivered to WorkSafeBC and any inspection reports. 8

PUBLIC SAFETY

8.1

Public Safety Management Plan

The Contractor will develop a plan (the “Public Safety Management Plan”) that: (a)

outlines the measures, procedures and processes that the Contractor will ensure that its Subcontractors will implement to protect the public from any hazards associated with or generated by the performance of the Work that could affect the public (the “Public Hazards”);

(b)

identifies, documents, tracks and evaluates potential Public Hazards; and

(c)

documents and manages the control measures implemented by the Contractor to eliminate, control or mitigate the Public Hazards with response priority based on BC Hydro’s Risk Ranking and response profile.

The Contractor will implement and comply with the Public Safety Management Plan and will revise and update the Public Safety Management Plan as required to document the control measures implemented by the Contractor to eliminate, control or mitigate Public Hazards. The Contractors’ Public Safety Management Plan will align with the BC Hydro Public Safety Management Plan for the overall Project. If the Contractor becomes aware of a Public Hazard that places the public at risk, the Contractor will act immediately to correct or mitigate the Public Hazard. If the Contractor is unable to take immediate action to correct or mitigate such Public Hazard, the Contractor will immediately stop the performance of the Work, and immediately notify BC Hydro of the Public Hazard and await further notice and direction. 9

DANGEROUS GOODS

9.1

Dangerous Goods

All Dangerous Goods used, stored, transported, removed, disposed of or destroyed will be dealt with in accordance with Laws, Permits and the Contract Documents. The Contractor will bring on to the Site only those Dangerous Goods that are required for the performance of the Work on the Site.

Main Civil Works – Schedule 10 [Safety] BC Hydro Site C Clean Energy Project 7878170_27|NATDOCS

9.2

Dangerous Goods Occurrence

If, during the performance of the Work or in the course of transporting Dangerous Goods to or from the Site, the Contractor is involved in a Dangerous Goods Occurrence, as defined in the Transportation of Dangerous Goods Act (Canada), the Contractor will immediately notify Hydro’s Representative in writing. 10

FIRE PROTECTION

10.1

Fire Protection Equipment

The Contractor will as part of the Work: (a)

install fire alarms, sprinklers and emergency response systems in the Contractor’s Safety Areas and temporary and permanent facilities, as required under the British Columbia Fire Code;

(b)

provide firefighting equipment, respiratory equipment, and emergency response and rescue services across the Contractor’s Safety Areas as required under Laws;

(c)

provide fire extinguishers in such quantities, types and sizes having regard to the fire related risks within the Contractor’s Safety Areas and applicable Laws, and at a minimum, at the following locations: (i)

within all fixed and mobile machinery;

(ii)

at all buildings;

(iii)

at all construction trailers;

(iv)

at all storage sheds in excess of 45 square metres;

(v)

at all flammable and combustible storage areas;

(vi)

at all liquefied petroleum fuel storage facilities;

(vii)

at all laydown and materials and equipment storage areas;

(viii)

at all compressed gas storage facilities; and

(ix)

at other areas identified through the fire hazard assessment process;

(d)

provide fire specific personal protective equipment and store such equipment as required by applicable Laws;

(e)

establish procedures, schedules and notification for the testing, maintenance, and replacement of firefighting equipment required to be provided under Section 10 of this Schedule 10 [Safety];

(f)

replace immediately any fire extinguishers removed during inspection, maintenance and servicing; and

(g)

provide personnel trained to use the firefighting equipment required to be provided under Section 10 of this Schedule 10 [Safety].

Main Civil Works – Schedule 10 [Safety] BC Hydro Site C Clean Energy Project 7878170_27|NATDOCS

10.2

FireSmart and Wildfires

The Contractor will: (a)

ensure that its Work is carried out in compliance with the Wildfire Act (British Columbia) and the Wildlife Regulations, where applicable;

(b)

implement, in the Contractor’s Work Area, FireSmart prevention measures where identified in the fire hazard assessment;

(c)

ensure accumulation of dry fuel, including non-merchantable or non-restoration related cleared vegetation, along the Project corridors is minimized to the extent feasible;

(d)

ensure fire resistant construction materials are used where practical; and

(e)

ensure that the burning of cleared vegetative material is conducted in accordance with the Open Burning Smoke Control Regulation and environmental practices acceptable to Hydro’s Representative.

Main Civil Works – Schedule 10 [Safety] BC Hydro Site C Clean Energy Project 7878170_27|NATDOCS

MAIN CIVIL WORKS CONTRACT APPENDIX 10-2 CONTRACTOR SAFETY INCIDENT REPORT FORM (see attached)

Main Civil Works â&#x20AC;&#x201C; Appendix 10-2 [Contractor Safety Incident Report Form] BC Hydro Site C Clean Energy Project 7878170_27|NATDOCS

CONTRACTOR SAFETY INCIDENT REPORT FORM 1. Contractor: In the event of any injury (or near-miss incident) to a worker during the contracted work on the BC Hydro job site, as soon as practicable, notify Hydro’s Representative of the incident, and submit an incident report. 1. Complete this incident report form or your own safety incident report as long as it contains the same information. 2. Forward the completed incident report to Hydro’s Representative in electronic or paper copy.

2. Hydro’s Representative: Use this incident report form completed by the Contractor’s Representative to assist you with initiating and completing a BC Hydro Contractor Injury/Illness or near miss Incident report in BC Hydro SAP Incident Management System (IMS). Note: Independent Contractors are responsible for incident reporting and investigations and as outlined by WorkSafeBC as per the Worker’s Compensation Act Part 3 Division 10. Incident Date:

Incident Time:

Click here to enter text.

AM ☐

PM ☐

Incident Information Incident Location (Address/City): Click here to enter text. Brief Incident Description: Click here to enter text.

Immediate Corrective Actions Taken (if needed):Click here to enter text. Description of Injuries and Immediate Treatment Received (including Left or Right side of body):

Click here to enter text.

Treatment Administered By? (e.g. First Aid Attendant/Doctor/etc.)

Click here to enter text. Did Worker Have Lost Time Beyond Day of Injury? Was There an Electrical Contact? If YES, please check all that apply

Yes ☐

No ☐

Yes ☐ WITH: Person ☐

No ☐ Vehicle ☐

Contractor Information Contractor Company Name:

Click here to enter text.

Name of Contractor’s Representative:

Click here to enter text.

Address:

Click here to enter text.

Telephone#:

Click here to enter text.

Hydro’s Representative Contract #:

Click here to enter text.

Are You Prime On Site?

Yes ☐

No ☐

Hydro’s Representative Name

Click here to enter text.

E-Mail Address:

Click here to enter text.

Telephone#:

Click here to enter text.

Corporate Safety, Health & Environment

BC Hydro Project #: Click here to enter text.

February 12, 2013

MAIN CIVIL WORKS CONTRACT SCHEDULE 11 PRICES AND PAYMENT TABLE OF CONTENTS 1

INTERPRETATION.......................................................................................................................... 1 1.1

Definitions .................................................................................................................................. 1 GENERAL ........................................................................................................................................ 3

2.1 2.2 2.3 2.4 2.5 3

Monthly Payments ..................................................................................................................... 3 Complete Prices......................................................................................................................... 3 Costs of Labour.......................................................................................................................... 4 No Escalation ............................................................................................................................. 4 Estimated Quantities .................................................................................................................. 4 PERFORMANCE SECURITY .......................................................................................................... 4

3.1 3.2 3.3 3.4 3.5 4

Delivery of Performance Security .............................................................................................. 4 Performance Security ................................................................................................................ 5 Performance Security – BC Hydro’s Rights ............................................................................... 7 No Limitation on BC Hydro’s Remedies .................................................................................... 7 Return of Performance Security ................................................................................................ 7 MEASUREMENT AND PAYMENT ................................................................................................. 7

4.1 5

Measurement and Payment for Bill of Quantity Price Items ...................................................... 7 PAYMENT FORMS.......................................................................................................................... 7

5.1 5.2 6

Breakdown of Contract Price ..................................................................................................... 7 Direct Deposit Application Form ................................................................................................ 8 PAYMENT APPLICATION AND PAYMENT INVOICES ................................................................ 8

6.1 6.2 6.3 6.4 7

Application for Monthly Payment ............................................................................................... 8 BC Hydro Review of Payment Application ................................................................................ 9 Payment Invoice ...................................................................................................................... 10 Application for Payment Not a Waiver ..................................................................................... 10 PAYMENT ...................................................................................................................................... 10

7.1 7.2 7.3 7.4 7.5 7.6 7.7 7.8 7.9 7.10 7.11 7.12 7.13 7.14 7.15 7.16

Payment ................................................................................................................................... 10 Payment Not a Waiver ............................................................................................................. 11 Right of Set-off ......................................................................................................................... 11 Advance Payment .................................................................................................................... 11 Advance Payment Security...................................................................................................... 11 Repayment of Advance Payment ............................................................................................ 12 Application for Substantial Completion .................................................................................... 12 Substantial Completion ............................................................................................................ 13 Deficiencies Holdback ............................................................................................................. 14 Application for Total Completion .............................................................................................. 14 Total Completion ...................................................................................................................... 14 Limitation of Certificates .......................................................................................................... 14 Waiver of Claims ...................................................................................................................... 14 Provisional Sums ..................................................................................................................... 15 Interest on Overdue Amounts .................................................................................................. 15 Optional Work .......................................................................................................................... 15 Main Civil Works – Schedule 11 [Prices and Payment]

BC Hydro Site C Clean Energy Project 8824245_56|NATDOCS

7.17 8

Payment for Stockpiles of Aggregates..................................................................................... 15 PAYMENT ADJUSTMENTS ......................................................................................................... 18

8.1 8.2 8.3 8.4 8.5 8.6 9

Worker Guest Night Use Overage Adjustment ........................................................................ 18 Electricity Consumption Overage Adjustment ......................................................................... 19 Fuel Cost Adjustment .............................................................................................................. 20 Fuel Escalation on Train Transportation to Site ...................................................................... 21 Cement Product Transportation Cost Adjustment ................................................................... 22 Labour Cost Escalation Adjustment......................................................................................... 23 TAXES ........................................................................................................................................... 25

9.1 9.2 9.3 9.4 9.5 9.6 9.7 9.8 9.9 10

Tax Included in Contract Price................................................................................................. 25 GST .......................................................................................................................................... 26 Input Tax Credits...................................................................................................................... 26 Payment of Taxes .................................................................................................................... 26 Tax Indemnity .......................................................................................................................... 26 Non-Resident ........................................................................................................................... 26 Tax Exemptions, Refunds and Compliance ............................................................................ 27 Tax Change ............................................................................................................................. 27 Termination and Modification Payments and Bulk Transactions ............................................. 28 FINAL ACCOUNTING AND PAYMENT........................................................................................ 28

10.1 10.2 10.3 11

Summary of Payments ............................................................................................................ 28 Certification .............................................................................................................................. 28 Payment Due ........................................................................................................................... 28 LIQUIDATED DAMAGES FOR LATE COMPLETION ................................................................. 28

11.1 11.2 11.3 11.4 11.5 11.6 12

Liquidated Damages for Defined Events ................................................................................. 28 No Duplicate Recovery ............................................................................................................ 29 Excusable Delays .................................................................................................................... 29 Measurement of Delay for Purposes of Liquidated Damages ................................................. 29 Maximum Aggregate Liquidated Damages ............................................................................. 29 Amounts of Liquidated Damages............................................................................................. 29 EARLY COMPLETION BONUSES ............................................................................................... 32

12.1

Amounts of Bonuses ................................................................................................................ 32

APPENDIX 11-1 APPENDIX 11-2 APPENDIX 11-3 APPENDIX 11-4 APPENDIX 11-5 APPENDIX 11-6 APPENDIX 11-7 APPENDIX 11-8 APPENDIX 11-9 APPENDIX 11-10

SCHEDULE OF PRICES AND ESTIMATED QUANTITIES MEASUREMENT AND PAYMENT FORM OF PAYMENT APPLICATION – SCHEDULE OF VALUES FORM OF PERFORMANCE BOND FORM OF LABOUR & MATERIAL PAYMENT BOND FORM OF LETTER OF CREDIT FORM OF PARENT COMPANY GUARANTEE FORM OF ENVIRONMENTAL COMPLIANCE STATEMENT FORM OF STATUTORY DECLARATION SAMPLE ESCALATION CALCULATIONS

Main Civil Works – Schedule 11 [Prices and Payment] BC Hydro Site C Clean Energy Project 8824245_56|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 11 PRICES AND PAYMENT 1

INTERPRETATION

1.1

Definitions

In this Schedule 11 [Prices and Payment], in addition to the definitions set out in Schedule 1 [Definitions and Interpretation]: “Advance Payment” has the meaning set out in Section 7.4 of this Schedule 11 [Prices and Payment]; “Advance Payment Letter of Credit” has the meaning set out in Section 7.5 of this Schedule 11 [Prices and Payment]; “Bonus” has the meaning set out in Section 12.1 of this Schedule 11 [Prices and Payment]; “Cement Product Rail Adjustment” has the meaning set out in Section 8.5(b) of this Schedule 11 [Prices and Payment]; “Cement Product Trucking Adjustment” has the meaning set out in Section 8.5(a) of this Schedule 11 [Prices and Payment]; “Contract Year” has the meaning set out in Section 8.6(a)(i) of this Schedule 11 [Prices and Payment]; “Contract Year Labour Cost” has the meaning set out in Section 8.6(a)(ii) of this Schedule 11 [Prices and Payment]; “Contractor Duties” has the meaning set out in Section 9.4 of this Schedule 11 [Prices and Payment]; “Contractor Taxes” has the meaning set out in Section 9.4 of this Schedule 11 [Prices and Payment]; “Contractor’s Actual Daily Electricity Use” has the meaning set out in Section 8.2(a)(ii) of this Schedule 11 [Prices and Payment]; “Contractor’s Actual Daily Guest Night Use” has the meaning set out in Section 8.1(a)(ii) of this Schedule 11 [Prices and Payment]; “Contractor’s Aggregate Electricity Use” has the meaning set out in Section 8.2(a)(iii) of this Schedule 11 [Prices and Payment]; “Contractor’s Aggregate Guest Night Use” has the meaning set out in Section 8.1(a)(iii) of this Schedule 11 [Prices and Payment]; “Contractor’s Electricity Use Entitlement” has the meaning set out in Section 8.2(a)(i) of this Schedule 11 [Prices and Payment]; “Contractor’s Electricity Use Overage” has the meaning set out in Section 8.2(d) of this Schedule 11 [Prices and Payment]; “Contractor’s Guest Night Entitlement” has the meaning set out in Section 8.1(a)(i) of this Schedule 11 [Prices and Payment]; Main Civil Works – Schedule 11 [Prices and Payment] BC Hydro Site C Clean Energy Project 8824245_56|NATDOCS

“Contractor’s Guest Night Overage” has the meaning set out in Section 8.1(d) of this Schedule 11 [Prices and Payment]; “Corresponding Fuel Product” has the meaning set out in Section 8.3(c) of this Schedule 11 [Prices and Payment]; “CN 7403” has the meaning set out in Section 8.4 of this Schedule 11 [Prices and Payment]; “Deposit Application” has the meaning set out in Section 5.2 of this Schedule 11 [Prices and Payment]; “Diversion Works” has the meaning set out in Section 7.8(a) of this Schedule 11 [Prices and Payment]; “Excusable Delay” has the meaning set out in Section 11.3 of this Schedule 11 [Prices and Payment]; “Fuel Surcharge Escalation Adjustment” has the meaning set out in Section 8.4 of this Schedule 11 [Prices and Payment]; “Indicative Cost of Labour” has the meaning set out in Section 8.6(d)(ii) of this Schedule 11 [Prices and Payment]; “Indicative Craft Trades” has the meaning set out in Section 8.6(a)(iii) of this Schedule 11 [Prices and Payment]; “Labour & Material Payment Bond” has the meaning set out in Section 3.2(b) of this Schedule 11 [Prices and Payment]; “Labour Escalation” has the meaning set out in Section 8.6(d)(iv) of this Schedule 11 [Prices and Payment]; “Labour Escalation Adjustment” has the meaning set out in Section 8.6(d) of this Schedule 11 [Prices and Payment]; “Labour Hourly Rates” has the meaning set out in Section 8.6(a)(iv) of this Schedule 11 [Prices and Payment]; “Liquidated Damages” means the amount of damages which under the terms of Section 11 of this Schedule 11 [Prices and Payment] the parties have agreed will be paid by one party to the other upon the occurrence of a defined event; “Monthly Cement Product Adjustment” has the meaning set out in Section 8.5(c) of this Schedule 11 [Prices and Payment]; “Monthly Total Actual Volume” has the meaning set out in Section 8.3(a) of this Schedule 11 [Prices and Payment]; “Monthly Total Fuel Cost Escalation Adjustment” has the meaning set out in Section 8.3(e) of this Schedule 11 [Prices and Payment]; “Parent Company Guarantee” has the meaning set out out in Section 3.2(c) of this Schedule 11 [Prices and Payment]; “Performance Bond” has the meaning set out in Section 3.2 of this Schedule 11 [Prices and Payment]; “Performance Security” has the meaning set out in Section 3.1 of this Schedule 11 [Prices and Payment]; Main Civil Works – Schedule 11 [Prices and Payment] BC Hydro Site C Clean Energy Project 8824245_56|NATDOCS

“Progress Payment Estimate” has the meaning set out in Section 6.1 of this Schedule 11 [Prices and Payment]; “Stockpile Type 1” has the meaning set out in Section 7.17(a)(i) of this Schedule 11 [Prices and Payment]; “Stockpile Type 2” has the meaning set out in Section 7.17(a)(ii) of this Schedule 11 [Prices and Payment]; “Stockpile Type 3” has the meaning set out in Section 7.17(a)(iii) of this Schedule 11 [Prices and Payment]; “Stockpile Unit Price” has the meaning set out in Section 7.17(b) of this Schedule 11 [Prices and Payment]; “Stockpile Volume Measurement Date” has the meaning set out in Section 7.17(c) of this Schedule 11 [Prices and Payment]; “Substantial Completion” has the meaning set out in Section 7.8 of this Schedule 11 [Prices and Payment]; “Temporary Stockpile Payment” has the meaning set out in Section 7.17(d) of this Schedule 11 [Prices and Payment]; “Total Completion” has the meaning set out in Section 7.11 of this Schedule 11 [Prices and Payment]; “Train Hauled Materials” has the meaning set out in Section 8.4 of this Schedule 11 [Prices and Payment]; and “Warranty Work” means Work performed during the Warranty Period. 2

GENERAL

2.1

Monthly Payments

BC Hydro will make monthly payments to the Contractor in accordance with this Schedule 11 [Prices and Payment] on account of the Work performed by the Contractor in accordance with the Contract Documents during the monthly payment period, measured in accordance with Appendix 11-2 [Measurement and Payment]. The amount of the monthly payments will be calculated based on the unit and lump sum prices for the applicable Price Items as set out in Appendix 11-1 [Schedule of Prices and Estimated Quantities]. 2.2

Complete Prices

The prices listed in Appendix 11-1 [Schedule of Prices and Estimated Quantities] represent the complete price to BC Hydro, excluding GST, for the performance of the Work based on the estimated quantities in Appendix 11-1 [Schedule of Prices and Estimated Quantities]. Notwithstanding the generality of the above, the Price Items listed in Appendix 11-1 [Schedule of Prices and Estimated Quantities] (including unit prices, lump sum prices, or other forms of pricing) will be deemed to include sufficient amounts to cover: (a)

the costs of all labour, equipment and material included in or required for the complete performance of all the Work, including all the cost of all elements which, while not specifically listed in Appendix 11-1 [Schedule of Prices and Estimated Quantities], are included in the Work

Main Civil Works – Schedule 11 [Prices and Payment] BC Hydro Site C Clean Energy Project 8824245_56|NATDOCS

expressly in the Contract Documents or by necessary inference in the interpretation of the Contract Documents; (b)

all overhead costs, including head office and on-Site overhead costs, and all amounts for the Contractor’s profit required for or relating to the complete performance of the Work;

(c)

all costs associated with all Performance Security, including any overhead costs, whether head office or on-Site costs, with respect to the Performance Security; and

(d)

all costs associated with insurance, including any overhead costs, whether head office or on-Site costs, with respect to insurance;

(e)

all costs required for compliance with all Laws and Permits applicable to the performance of the Work; and

(f)

all applicable taxes, PST, duties, levies and charges (excluding only GST) payable in respect of the Work described in those Price Items as set out in Section 9.1 of this Schedule 11 [Prices and Payment].

2.3

Costs of Labour

The prices listed in Appendix 11-1 [Schedule of Prices and Estimated Quantities] will be deemed to include all costs of labour required for the performance of the Work including the cost of: (a)

compliance with the requirements of the Contract Documents;

(b)

all assessments payable with respect to labour as required by any statutory scheme such as Workers’ Compensation, unemployment insurance, holiday pay, insurance, CPP and all employee benefits and compliance with all applicable Laws regarding trade or other qualifications of employees performing the Work; and

(c)

payment of appropriate wages for labour included in or required for the Work.

2.4

No Escalation

The Contractor will not be entitled to seek and BC Hydro will have no obligation to pay any amount on account of the escalation of any of the costs associated with the complete performance of the Work except as set out in Section 8 of this Schedule 11 [Prices and Payment]. 2.5

Estimated Quantities

As provided by Section 1.6 of Appendix 11-2 [Measurement and Payment], the quantities listed in Appendix 11-1 [Schedule of Prices and Estimated Quantities] are estimated and the actual quantities may vary. 3

PERFORMANCE SECURITY

3.1

Delivery of Performance Security

Unless expressly specified otherwise in the Contract Documents, within 28 days of the Effective Date, or by such later date as Hydro’s Representative may agree to in writing, but in any event prior to the commencement of the Work, in addition to and not in substitution for any security that the Contractor is required to provide to BC Hydro under the Contract for the performance of the Work, and, unless otherwise agreed to in writing by Hydro’s Representative, the Contractor will deliver to BC Hydro the

Main Civil Works – Schedule 11 [Prices and Payment] BC Hydro Site C Clean Energy Project 8824245_56|NATDOCS

performance security specified in Section 3.2 of this Schedule 11 [Prices and Payment] (collectively, the “Performance Security”). 3.2

Performance Security

(a)

Performance Bond: The Contractor will deliver to BC Hydro an executed performance bond (the “Performance Bond”) in an amount equal to 20% of the total amount of the Contract Price. The Performance Bond will be held by BC Hydro as security for the Contractor’s: (i)

performance of all of the Contractor’s obligations for Work under the Contract, including the payment of Liquidated Damages, if any, as specified in the Contract; and

(ii)

warranty obligations for Work under the Contract described in Section 25 of Schedule 2 [General Conditions].

Performance Bond Form: The Performance Bond will be in the form and contain the content as set out in Appendix 11-4 [Form of Performance Bond] unless otherwise agreed in writing by BC Hydro. The Performance Bond will be issued by a surety licensed to transact the business of suretyship in British Columbia, having a minimum credit rating of not less than 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 surety, the lowest credit rating of any of the credit rating agencies will apply for the purposes of this section. If the Performance Bond is issued by more than one surety on a joint and several basis, then the minimum credit rating requirement will be met as long as one of the joint and several sureties issuing the Performance Bond meets the minimum credit rating. Performance Bond Term: The Performance Bond will be maintained by the Contractor, and will remain in full force and effect for the benefit of BC Hydro, until the earlier of: (iii)

two years from the date on which the Contract is terminated; or

(iv)

the end of the Warranty Period as described in Section 25.3 of Schedule 2 [General Conditions].

For the purposes of this Contract the words “the date when the work is ready for use or is being used for the purpose intended” in the Performance Bond will mean the date that Hydro’s Representative issues the certificate of Substantial Completion. (b)

Labour & Materials Payment Bond: The Contractor will deliver to BC Hydro an executed labour and material payment bond (the “Labour & Material Payment Bond”) in an amount equal to 5.0% of the total amount of the Contract Price payment obligations with respect to the Work. The Labour & Material Payment Bond will be held by BC Hydro as security for the Contractor’s payment obligations for Work and Warranty Work under the Contract with respect to equipment, labour, materials and services. Labour & Material Payment Bond Form: The Labour & Material Payment Bond will be in the form and contain the content as set out in Appendix 11-5 [Form of Labour & Material Payment Bond] unless otherwise agreed in writing by BC Hydro. The Labour & Material Payment Bond will be issued by a surety licensed to transact the business of suretyship in British Columbia, having a minimum credit rating of not less than 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 surety, the lowest credit rating of any of the credit rating agencies will apply for the purposes of this section. If the Labour & Material Payment Bond is Main Civil Works – Schedule 11 [Prices and Payment]

BC Hydro Site C Clean Energy Project 8824245_56|NATDOCS

issued by more than one surety on a joint and several basis, then the minimum credit rating requirement will be met as long as one of the joint and several sureties issuing the Labour & Material Payment Bond meets the minimum credit rating. Labour & Material Payment Bond Term: The Labour & Material Payment Bond will be maintained by the Contractor, and will remain in full force and effect for the benefit of BC Hydro, until the earlier of: (i)

two years from the date on which the Contract is terminated; or

(ii)

the end of the Warranty Period as described in Section 25.3 of Schedule 2 [General Conditions].

Notice of Bonding: The Contractor will: (iii)

when it enters into a contract with a Subcontractor for a portion of the Work, advise the Subcontractor in writing that a Labour & Material Payment Bond is in effect; and

(iv)

supply the Subcontractor with a copy of the Labour & Material Payment Bond on request.

For the purposes of this Contract the words “following the date on which the Contractor ceased work on the Contract” in the Labour & Material Payment Bond will mean the date that Hydro’s Representative issues the certificate of Substantial Completion. (c)

Parent Company Guarantee: The Contractor will deliver to BC Hydro a guarantee (the “Parent Company Guarantee”) in the amount equal to 25.0% of the total amount of the Contract Price, executed by an entity acceptable to BC Hydro. The Parent Company Guarantee will be held by BC Hydro as security for the Contractor’s: (i)

performance of all of the Contractor’s obligations for Work under the Contract, including the payment of Liquidated Damages, if any, as specified in the Contract;

(ii)

payment obligations for Work and Warranty Work under the Contract with respect to equipment, labour, materials and services under the Contract and during Warranty Work; and

(iii)

warranty obligations for Work under the Contract described in Section 25 of Schedule 2 [General Conditions].

Parent Company Guarantee Form: The Parent Company Guarantee will be in the form and contain the content as set out in Appendix 11-7 [Form of Parent Company Guarantee] unless otherwise agreed to in writing by BC Hydro. If the Contractor is composed of more than one member corporation then the parent of each member will sign the same, single Parent Company Guarantee on a joint and several basis, in the form as set out in Appendix 11-7 [Form of Parent Company Guarantee] amended as required to accommodate the multiple signatories. The guarantor under the Parent Company Guarantee must be acceptable to BC Hydro with respect to the guarantor’s ability to meet the guarantor’s obligations under the Parent Company Guarantee at all times during the Parent Company Guarantee term. If a material event causes BC Hydro, acting reasonably, to have concerns about the guarantor’s ability to meet the guarantor’s obligations under the Parent Company Guarantee, then BC Hydro may request financial statements of the guarantor to determine whether or not the guarantor continues to be acceptable to BC Hydro.

Main Civil Works – Schedule 11 [Prices and Payment] BC Hydro Site C Clean Energy Project 8824245_56|NATDOCS

Parent Company Guarantee Term: The Parent Company Guarantee will be maintained by the Contractor (including renewal and replacement as necessary), and will remain in full force and effect for the benefit of BC Hydro, until the later of:

3.3

(iv)

two years from the date on which the Contract is terminated; or

(v)

the end of the Warranty Period as described in Section 25.3 of Schedule 2 [General Conditions].

Performance Security – BC Hydro’s Rights

BC Hydro will have the immediate and absolute right to pursue its remedies under any and all of the Performance Security simultaneously, as long as there is no double recovery, and will not be required to exhaust its recourse under any one Performance Security before pursuing its remedies under another Performance Security, or any other remedy available to it under the Contract or at law: (a)

upon the occurrence of any of the events specified in Sections 15.1 or 15.2 of Schedule 2 [General Conditions]; or

(b)

if the Contractor breaches any term of the Contract or fails to perform any obligation under the Contract (including failing to pay any amount owing to BC Hydro under the Contract or failing to provide the required Performance Security); or

(c)

if the Contractor fails to replace or have re-issued any Performance Security such that at all times the entity that has issued the then current Performance Security (1) meets the minimum required credit ratings, or (2) is acceptable to BC Hydro, acting reasonably.

3.4

No Limitation on BC Hydro’s Remedies

The Performance Security given by the Contractor to BC Hydro pursuant to Section 3.2 of this Schedule 11 [Prices and Payment] will not in any way limit BC Hydro’s other remedies under the Contract or applicable Laws. 3.5

Return of Performance Security

BC Hydro will return to the Contractor any unused Performance Security held by it under Section 3 of this Schedule 11 [Prices and Payment] after such Performance Security ceases to be of any force and effect in accordance with Section 3 of this Schedule 11 [Prices and Payment], or at such earlier time as BC Hydro may, in its sole discretion, consider appropriate. 4

MEASUREMENT AND PAYMENT

4.1

Measurement and Payment for Bill of Quantity Price Items

The performance of the Work will be measured for the purposes of payment as against the Price Items that are set out in Appendix 11-1 [Schedule of Prices and Estimated Quantities]. The measurement for payment is as described in Appendix 11-2 [Measurement and Payment]. 5

PAYMENT FORMS

5.1

Breakdown of Contract Price

The Contractor will submit to Hydro’s Representative, at least 14 days before the first application for payment, a schedule of values of the various parts of the performance of the Work based on the attached Appendix 11-1 [Schedule of Prices and Estimated Quantities], aggregating the total amount of the Main Civil Works – Schedule 11 [Prices and Payment] BC Hydro Site C Clean Energy Project 8824245_56|NATDOCS

Contract Price. The schedule of values will be also be based on Appendix 11-3 [Form of Payment Application – Schedule of Values], supported by such evidence as to its correctness as Hydro’s Representative may reasonably request, and, when approved by Hydro’s Representative, will be used as the basis for all applications from the Contractor for payment. 5.2

Direct Deposit Application Form

Within ten days of the Effective Date, or such later date as Hydro’s Representative may agree to in writing, the Contractor will provide to Hydro’s Representative a completed Direct Deposit Application Form in the form provided by Hydro’s Representative (the “Deposit Application”) giving details for direct payment by BC Hydro of payments owing under this Contract, for approval by Hydro’s Representative, acting reasonably. The following will apply to the information contained on the Deposit Application: (a)

BC Hydro is entitled to rely on such information without further enquiry or investigation;

(b)

BC Hydro reserves the right (but does not have the obligation), in its sole discretion, to require the Contractor’s Representative to provide evidence as to the accuracy of such information;

(c)

the Contractor will, at no cost to BC Hydro, promptly provide such evidence to Hydro’s Representative; and

(d)

the Contractor will give Hydro’s Representative no less than 30 days advance written notice of any change to such information, failing which BC Hydro will be entitled to continue to rely on the information for the purposes of making payments owing to the Contractor under this Contract.

If at any time the information contained on the Contractor’s completed Deposit Application becomes inaccurate, or the Contractor wishes to amend such information, the Contractor’s Representative will submit to Hydro’s Representative a revised Deposit Application for approval by Hydro’s Representative, acting reasonably. BC Hydro will make payments owing under the Contract as described in the Deposit Application approved by Hydro’s Representative. 6

PAYMENT APPLICATION AND PAYMENT INVOICES

6.1

Application for Monthly Payment

The Contractor will make application for payment as owing under the Contract by submitting a monthly estimate, in a format as Hydro’s Representative may require, within ten days before the end of a month to Hydro’s Representative (the “Progress Payment Estimate”) setting out a payment estimate of the progress of the Work achieved as of the end of that month. The Progress Payment Estimate will: (a)

be in a form as approved by Hydro’s Representative based on the breakdown described in Section 5.1 of this Schedule 11 [Prices and Payment];

(b)

include: (i)

the Contract Price as of the date of application;

(ii)

the quantities of Work completed by the Contractor in accordance with the Contract Documents in respect of each Price Item, measured in accordance with Appendix 11-2 [Measurement and Payment], including actual quantities in respect of any unit Price Items and the percentage completion of Work in respect of any lump sum Price Items;

Main Civil Works – Schedule 11 [Prices and Payment] BC Hydro Site C Clean Energy Project 8824245_56|NATDOCS

(iii)

any pro-rated monthly amounts in respect of the lump sum Price Items specified in Appendix 11-2 [Measurement and Payment];

(iv)

any amounts for which the Contractor is entitled to be reimbursed by BC Hydro in accordance with the Contract Documents;

(v)

the value of any approved Change Orders;

(vi)

the estimated value of any pending Change Orders;

(vii)

the value of any payment adjustments under Section 8 of this Schedule 11 [Prices and Payment];

(viii)

the Contractor’s estimated value of Disputes;

(ix)

the total amount earned to date exclusive of Disputes;

(x)

the total Contract payments received to date and all amounts for holdbacks as apply in accordance with the terms of the Contract;

(xi)

the total payment due in the current period; and

(xii)

a 30 day cash flow forecast and forecast to completion based on monthly actuals to date;

(c)

comply with the measurement of the Work as described in Appendix 11-2 [Measurement and Payment];

(d)

include all amounts owing by the Contractor to BC Hydro including, as applicable, a monthly payment on account of the Advance Payment as described in Section 7.6 of this Schedule 11 [Prices and Payment]; and

(e)

be accompanied by:

6.2

(i)

the monthly updated Work Program and Schedule as described by Section 2.7 of Schedule 4 [Work Program and Schedule] that has been endorsed “Accepted”;

(ii)

the Monthly Progress Report covering the month prior to the month covered by the Progress Payment Estimate that has been endorsed “Accepted”;

(iii)

the work force report as described by Section 6.19 of Schedule 2 [General Conditions], in a form satisfactory to Hydro’s Representative;

(iv)

all supporting documents as expressly required by the Contract Documents;

(v)

a statutory declaration in the form attached as Appendix 11-8 [Form of Environmental Compliance Statement]; and

(vi)

a statutory declaration in the form attached as Appendix 11-9 [Form of Statutory Declaration].

BC Hydro Review of Payment Application

Within seven days after receipt of the Progress Payment Estimate as well as the other required material under Section 6.1 of this Schedule 11 [Prices and Payment], Hydro’s Representative will, in consultation with the Contractor’s Representative, review the Progress Payment Estimate and either: Main Civil Works – Schedule 11 [Prices and Payment] BC Hydro Site C Clean Energy Project 8824245_56|NATDOCS

(a)

if Hydro’s Representative agrees with the amount claimed by the Contractor on a Progress Payment Estimate, then Hydro’s Representative will return the Progress Payment Estimate to the Contractor’s Representative with a written notice confirming such agreement; or

(b)

if Hydro’s Representative disagrees with any amount claimed by the Contractor on a Progress Payment Estimate, then Hydro’s Representative will return the Progress Payment Estimate to the Contractor’s Representative with a written notice setting out:

6.3

(i)

the amount, if any, Hydro’s Representative agrees is payable; and

(ii)

the reasons for the disagreement and, if available, the amount disputed.

Payment Invoice

Within ten days after receipt of the Progress Payment Estimate under Section 6.2(a) or Section 6.2(b) of this Schedule 11 [Prices and Payment], as the case may be, the Contractor’s Representative will submit to BC Hydro an original invoice in the amount that Hydro’s Representative has indicated under Section 6.2 of this Schedule 11 [Prices and Payment] is payable, dated the date the invoice is issued, with a copy of the invoice to Hydro’s Representative. The original invoice will be submitted as follows: (a)

if the Contractor is set up to do so, to BC Hydro’s third party invoice processing provider, Ariba Network eCommerce. The Contractor will, at BC Hydro’s request and at no cost to BC Hydro, implement the Ariba Network eCommerce system to transact all orders and invoicing with respect to the Contract; or

(b)

otherwise, by email to BCH-InvoicesforPayment@absu.accenture.com, or by hard copy to BC Hydro Accounts Payable, 6911 Southpoint Drive, Burnaby, BC V3N 4X8, both in accordance with any additional invoicing instructions provided by Hydro’s Representative.

The Contractor will show as separate entries on any invoice or Progress Payment Estimate, as the case may be, submitted for payment, the GST payable by BC Hydro and collectable by the Contractor on that portion of Work invoiced or for which a Progress Payment Estimate has been issued. The Contractor will provide to BC Hydro on all invoices and Progress Payment Estimates the Contractor’s GST registration number and all other information as may be required pursuant to the Excise Tax Act (Canada). 6.4

Application for Payment Not a Waiver

The Contractor’s application for payment under Section 6.1 of this Schedule 11 [Prices and Payment] will be without prejudice to the Contractor’s rights to dispute under Schedule 14 [Dispute Resolution Procedure]. 7

PAYMENT

7.1

Payment

Payment will be made to the Contractor as follows: (a)

BC Hydro will pay the Contractor the amount of each invoice prepared and submitted in accordance with Section 6.3 of this Schedule 11 [Prices and Payment], less any holdbacks, within 30 days after date of the invoice; and

Main Civil Works – Schedule 11 [Prices and Payment] BC Hydro Site C Clean Energy Project 8824245_56|NATDOCS

(b)

all amounts due and owing as determined in accordance with Section 7.1(a) of this Schedule 11 [Prices and Payment] will be paid: (i)

if the Contractor is a Canadian entity, by direct deposit using an electronic funds transfer to the account the Contractor has designated in its then current Deposit Application; or

(ii)

in any other case, either by wire transfer to the account the Contractor has designated in its then current Deposit Application or by cheque or bank draft, in BC Hydroâ&#x20AC;&#x2122;s sole discretion.

Any fees charged by the receiving institution related to accepting or processing an electronic funds transfer or a wire transfer will be the responsibility of the Contractor. Notwithstanding anything to the contrary in the Contract, BC Hydro will not make any payment to the Contractor unless and until all of the Performance Security is received by BC Hydro. 7.2

Payment Not a Waiver

No payment made to the Contractor by BC Hydro will at any time constitute approval or acceptance of any performed Work, nor be considered a waiver by BC Hydro of any of the terms of the Contract, nor relieve the Contractor of any of its duties, obligations or responsibilities under the Contract to perform the Work in accordance with the requirement of the Contract Documents. 7.3

Right of Set-off

BC Hydro may set-off, as against any amounts due to the Contractor, any amount owing from the Contractor to BC Hydro under the Contract, including Liquidated Damages and other amounts as payable under the Contract Documents.

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7.8

Substantial Completion

“Substantial Completion” means the stage of completion of the Work when: (a)

the Diversion Tunnels, including construction of the concrete tunnel plugs, including drilling and grouting operations; backfilling of the Diversion Tunnels upstream and downstream of the tunnel plugs with granular material and grout (including the Diversion Outlet Structures) and buttressing the diversion outlet portal with granular material (collectively the “Diversion Works”) are completely removed or decommissioned in accordance with the requirements of the Contract Documents;

(b)

with respect to all Work other than the Diversion Works, the main reservoir is filled to its “Maximum Normal Reservoir Level” as indicated in Contract Documents and such Work is sufficiently complete in accordance with the requirements of the Contract Documents so that BC Hydro can use the Work for its intended purposes;

(c)

the Work to be done under the Contract is capable of completion or correction at a cost of not more than 2% of the Contract Price;

(d)

any other conditions specified in the Contract Documents to be satisfied on or before Substantial Completion, including the submission of all information and documents required by Section 7.7 of this Schedule 11 [Prices and Payment], have been satisfied, or waived by BC Hydro; and

(e)

Hydro’s Representative has issued the certificate of Substantial Completion.

Hydro’s Representative will, no later than 23 days after the receipt of an application under Section 7.7 of this Schedule 11 [Prices and Payment], inspect the Work to verify the validity and accuracy of the application. Hydro’s Representative will, no later than a further seven days after the inspection, notify the Contractor in writing of approval, or the reasons for refusal, of the application. If the application is refused, then the Contractor will address the reasons for refusal and may re-apply for a certificate of Substantial Completion pursuant to Section 7.7 of this Schedule 11 [Prices and Payment]. The provisions of this Section 7.8 will apply to any such subsequent application. When Hydro’s Representative, acting reasonably, determines that the requirements for Substantial Completion have been achieved (other than the issuance of the certificate of Substantial Completion), Hydro’s Representative will issue a certificate of Substantial Completion that includes the date of Substantial Completion. Concurrently with the issuance of such certificate, Hydro’s Representative will prepare a written list of items of the Work to be completed or corrected that were apparent to Hydro’s Representative in the inspection of the Work. The issuance of such list will not relieve the Contractor of any of its duties, obligations or responsibilities under the Contract to perform the Work, complete the Main Civil Works – Schedule 11 [Prices and Payment] BC Hydro Site C Clean Energy Project 8824245_56|NATDOCS

performance of the Work and correct all defects and deficiencies in the Work, all in accordance with the requirements of the Contract Documents. 7.9

Deficiencies Holdback

BC Hydro may retain, out of the amount due and owing to the Contractor upon Substantial Completion, an amount equal to two times the value of the estimated cost to complete or correct the items set out in the list provided pursuant to Section 7.7(a) of this Schedule 11 [Prices and Payment]. If the total amount due and owing to the Contractor upon Substantial Completion is less than two times the value of the estimated cost to complete or correct the items set out in the list provided pursuant to Section 7.7(a) of this Schedule 11 [Prices and Payment], then such difference will be immediately due and owing by the Contractor to BC Hydro upon receipt of an invoice from BC Hydro for such difference. 7.10

Application for Total Completion

When the Contractor judges that all deficiencies have been corrected and that the performance of the Work is fully complete except for Contractor’s warranty obligations, the Contractor may apply to Hydro’s Representative for a certificate of Total Completion. The application will be in writing and will include the following: (a)

evidence that all deficiencies have been corrected and approved by Hydro’s Representative;

(b)

evidence from the Workers’ Compensation Board of British Columbia that the Contractor is in good standing;

(c)

a statement as to the status of amounts owing to first tier Subcontractors and as to any unresolved claims made by Subcontractors against the Contractor or another Subcontractor; and

(d)

a statutory declaration substantially in accordance with Appendix 11-9 [Form of Statutory Declaration].

7.11

Total Completion

Hydro’s Representative will, as soon as practicable after receipt of an application under Section 7.10 of this Schedule 11 [Prices and Payment], inspect the Work to verify the validity of the application and, when all Work is complete in accordance with the requirements of the Contract Documents except for the Contractor’s warranty obligations (“Total Completion”), issue the certificate of Total Completion. 7.12

Limitation of Certificates

Neither Hydro’s Representative nor BC Hydro, by issuing any certificate, including a certificate of Substantial Completion or Total Completion, guarantees, or otherwise becomes liable or responsible in any way for, the completeness or correctness of the Work, and no certificate will make Hydro’s Representative or BC Hydro in any way responsible or liable for the performance of the Work. 7.13

Waiver of Claims

As of the dates of the Contractor’s application for Substantial Completion and Total Completion, the Contractor expressly waives and releases the Indemnified Parties from any and all Claims which, as of the date of the applicable application, the Contractor has or reasonably ought to have known the Contractor has against the Indemnified Parties, or any one of them, with respect to the performance of the Work or with respect to the Contract, including those that may arise from the negligence of or breach of the Contract by an Indemnified Party, or any other representative of BC Hydro, except for Claims set out in writing and delivered to Hydro’s Representative prior to the delivery by the Contractor of the applicable application and still unsettled. Main Civil Works – Schedule 11 [Prices and Payment] BC Hydro Site C Clean Energy Project 8824245_56|NATDOCS

7.14

Provisional Sums

If BC Hydro has designated a portion of the Work as a provisional sum(s) in Appendix 11-1 [Schedule of Prices and Estimated Quantities] then the amount of payment for such Work will be as set out in a Change Order. Payment for Work covered by a provisional sum will be limited to the Direct Costs of such work, plus a Mark-Up of 15%. BC Hydro will not owe any compensation on account of work covered by a provisional sum that BC Hydro elects not to include in the Work. 7.15

Interest on Overdue Amounts

If payment on any amount payable under the Contract is not made when due, interest will be payable on such amount as of the date the amount became payable at the Prime Rate established as of the date the amount became payable, plus 2% compounded monthly. 7.16

Optional Work

Work related to Price Items that are identified in Appendix 11-1 [Schedule of Prices and Estimated Quantities] as “Optional Work” will be included in the Work only as directed in writing by Hydro’s Representative, in which event the related Price Item will apply and, for certainty, Section 1.6.2 of Appendix 11-2 [Measurement and Payment] will apply with respect to that Price Item. The Contractor will not proceed with any “Optional Work” without the written direction of Hydro’s Representative.

Main Civil Works – Schedule 11 [Prices and Payment] BC Hydro Site C Clean Energy Project 8824245_56|NATDOCS

Main Civil Works â&#x20AC;&#x201C; Schedule 11 [Prices and Payment] BC Hydro Site C Clean Energy Project 8824245_56|NATDOCS

(d)

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TAXES

9.1

Tax Included in Contract Price

The Contract Price (and any part of the Contract Price) paid or payable by BC Hydro to the Contractor includes all applicable taxes, PST, duties, levies and charges (excluding only GST) payable in respect of the performance of the Work (or any part of the Work) assessed by any and all Governmental Authorities for Work performed by the Contractor, its Subcontractors, their employees or other Persons engaged by Main Civil Works â&#x20AC;&#x201C; Schedule 11 [Prices and Payment] BC Hydro Site C Clean Energy Project 8824245_56|NATDOCS

or through them in connection with the Work, and includes all customs duties with respect to all imported equipment and materials. 9.2

GST

GST will be identified as a separate line item on all invoices, and will be payable by BC Hydro to the Contractor as a separate item in addition to the Contract Price. 9.3

Input Tax Credits

Each party will provide to the other party at all times when any GST is required to be paid, such documents and particulars relating to the supply as may be required by either BC Hydro or the Contractor, as the case may be, to substantiate a claim for any input tax credits as may be permitted pursuant to the Excise Tax Act (Canada) in respect of GST. 9.4

Payment of Taxes

Except as may be specifically and expressly set out in the Contract Documents, the Contract Price (and any part of the Contract Price) paid or payable by BC Hydro to the Contractor includes all applicable taxes, PST, levies and charges (excluding only GST) payable or assessed on any of the Contractor, Subcontractors, or their employees or other Persons engaged by or through them by any and all Governmental Authorities in connection with the performance of the Work (“Contractor Taxes”), and includes all customs duties with respect to all imported equipment and materials regardless of whether such equipment is held in the name of the Contractor, a Subcontractor or BC Hydro at the time of import (“Contractor Duties”). The Contractor is solely responsible to incur and bear the Contractor Taxes and Contractor Duties on inputs relating to the Work. 9.5

Tax Indemnity

The Contractor will indemnify and hold harmless the Indemnified Parties, or any one of them, from and against any liability and costs incurred by them in respect of any Contractor Taxes or Contractor Duties, or any other related charges, including any related interest, fines, or penalties and any related reporting obligations and costs incurred as a consequence of such. The Contractor will be registered with all Governmental Authorities in accordance with Laws and will comply with all of its obligations to pay any such Contractor Taxes and Contractor Duties. Notwithstanding any other provision in the Contract, BC Hydro may, in its sole discretion, withhold from any monies owed to the Contractor, whether such monies are owed under and pursuant to the Contract or otherwise, such amounts as are payable by the Contractor in respect of Contractor Taxes or Contractor Duties for which BC Hydro becomes or may become liable. 9.6

Non-Resident

The Contractor represents and warrants that it is not a non-resident of Canada for purposes of the Income Tax Act (Canada). In the event that the Contractor becomes a non-resident of Canada for purposes of the Income Tax Act (Canada), the Contractor will provide Hydro’s Representative with written notice of such circumstance. If the Contractor: (a)

is a “non-resident person” (as defined in the Income Tax Act (Canada));

(b)

provides or performs any part of the Work in Canada; and

(c)

has not received and provided Hydro’s Representative with a copy of a waiver letter from the Canada Revenue Agency, Main Civil Works – Schedule 11 [Prices and Payment]

BC Hydro Site C Clean Energy Project 8824245_56|NATDOCS

then BC Hydro may deduct and withhold 15% of the value of the Work performed in Canada, or such other amount as may be specified by the Canada Revenue Agency from time to time, and remit such amount according to Laws. If the Canada Revenue Agency assesses BC Hydro for a failure to deduct non-resident withholding tax, then the Contractor will indemnify the Indemnified Parties against all taxes, penalties, interest and costs resulting from such failure. If the Contractor hires employees or Subcontractors who are not residents of Canada to perform any portion of the Work, the Contractor will, as part of the Work, be responsible for all income tax compliance and other expenditures relating to non-resident workers. 9.7

Tax Exemptions, Refunds and Compliance

The Contractor will, where applicable, use all commercially reasonable efforts to obtain for the benefit of BC Hydro all available exemptions, deductions, rebates, remissions and refunds for all Contractor Taxes and Contractor Duties, including any other related charges, including any related interest, fines or penalties, and upon receipt of any amount in respect of any such exemption, deduction, rebate, remission or refund, the Contractor will promptly pay such amount to BC Hydro. The Contractor will show as separate entries on any invoice submitted for payment, each of the GST and, if applicable, the PST, in each case, payable by BC Hydro and collectable by the Contractor on that portion of the Work invoiced or for which a monthly estimate has been provided. The Contractor will self-assess the PST payable on all taxable equipment and materials that are brought into British Columbia for incorporation into the Work unless an exemption applies (such as the PST exemption for production machinery and equipment). The Contractor will use the landed cost of the equipment or materials in British Columbia as the tax base for the self-assessment. If the Contractor is required to collect PST from BC Hydro, the Contractor must be registered to do so in the Province of British Columbia. If the Contractor is required to collect GST from BC Hydro, the Contractor must be registered for GST under the Excise Tax Act (Canada) and must provide to BC Hydro on all invoices the Contractorâ&#x20AC;&#x2122;s Canadian federal GST registration number and all other information as may be required pursuant to the Excise Tax Act (Canada). 9.8

Tax Change

Where, at any time after the Effective Date: (a)

the rate of any applicable Canadian federal or British Columbia sales tax, excise tax, or duty has been varied;

(b)

the application of any Canadian federal or British Columbia sales tax, excise tax, or duty has been changed; or

(c)

a new Canadian federal or British Columbia sales tax, excise tax, or duty has been levied,

that causes an increase or decrease to the expenditure for property and services with respect to the Work, either party may before the certificate of Substantial Completion is issued give written notice to the other party that such event is a Change to which Schedule 12 [Changes] applies. The party seeking a Change will provide a detailed analysis of the estimated expenditure on property and services as at the Effective Date, and this estimate will be used to calculate the increase or decrease in expenditure if there is a Change as contemplated in this Section 9.8.

Main Civil Works â&#x20AC;&#x201C; Schedule 11 [Prices and Payment] BC Hydro Site C Clean Energy Project 8824245_56|NATDOCS

9.9

Termination and Modification Payments and Bulk Transactions

If Section 182 of the Excise Tax Act (Canada) applies to a termination or modification payment made by BC Hydro under this Contract, the Contractor will remit the applicable GST included in the amount payable on its next GST return for the period the payment is made. If termination of this Contract qualifies as a “bulk transaction” as contemplated in Section 187 of the Provincial Sales Tax Act (British Columbia), the Contractor will request a certificate as required under Subsection 187(3) of the Provincial Sales Tax Act (British Columbia) in a timely manner and provide a copy of the certificate to BC Hydro. 10

FINAL ACCOUNTING AND PAYMENT

10.1

Summary of Payments

After the Certificate of Total Completion has been issued, Hydro’s Representative will prepare a summary of all payments due to the Contractor, setting off the total of all: (a)

payments already made by BC Hydro to the Contractor under the Contract;

(b)

amounts payable by the Contractor to BC Hydro under the Contract;

(c)

amounts payable by the Contractor to BC Hydro in respect of any other matters under the Contract in respect of which the cost is to be borne by the Contractor; and

(d)

amounts paid by BC Hydro on behalf of the Contractor or a Subcontractor to a third party.

10.2

Certification

Where satisfied that the Work has been properly performed under the Contract, Hydro’s Representative will certify in the summary the amount which, after the set off, is owing by one party to the other and will send a copy of the summary to the Contractor. 10.3

Payment Due

The party owing any amount certified in the summary in Section 10.2 of this Schedule 11 [Prices and Payment] as payable will pay that amount to the other party within 30 days: (a)

in the case of BC Hydro, after certification of the summary; and

(b)

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

Main Civil Works – Schedule 11 [Prices and Payment] BC Hydro Site C Clean Energy Project 8824245_56|NATDOCS

Main Civil Works â&#x20AC;&#x201C; Schedule 11 [Prices and Payment] BC Hydro Site C Clean Energy Project 8824245_56|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 12 CHANGES TABLE OF CONTENTS 1

INTERPRETATION.......................................................................................................................... 1 1.1

Definitions .................................................................................................................................. 1 CHANGES ....................................................................................................................................... 1

2.1 2.2 2.3 2.4 2.5 3

BC Hydro’s Right to Require Changes ...................................................................................... 1 Restrictions on Changes ............................................................................................................ 1 No Change Without Written Direction ........................................................................................ 2 Change Orders .......................................................................................................................... 2 Change Directives...................................................................................................................... 2 POTENTIAL CHANGES .................................................................................................................. 3

3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 4

Preliminary Change Instruction .................................................................................................. 3 Delivery of Change Report ........................................................................................................ 3 Change Report Contents ........................................................................................................... 4 Change Report to Cover all Cost and Time............................................................................... 5 Third Party Costs to Prepare Change Report ............................................................................ 5 Justification and Supporting Documentation for Contemplated Change Estimates .................. 5 Contractor’s Costs to Prepare Change Report .......................................................................... 6 Agreement on a Change ............................................................................................................ 6 Disagreement on Change Report .............................................................................................. 6 CLAIM FOR A CHANGE ................................................................................................................. 7

4.1 5

Claim for a Change .................................................................................................................... 7 VALUATION OF CHANGES ........................................................................................................... 8

5.1 5.2 5.3 6

Valuation of Changes ................................................................................................................ 8 Mark-Up on Changes ................................................................................................................. 8 Adjustments to Time for the Performance of the Work.............................................................. 8 EMERGENCY .................................................................................................................................. 9

6.1 7

Emergency ................................................................................................................................. 9 VALUE ENGINEERING PROPOSALS ........................................................................................... 9

7.1 7.2 7.3 7.4 7.5 7.6

Value Engineering...................................................................................................................... 9 Content of Value Engineering Proposal .................................................................................... 9 Costs of Developing Value Engineering Proposal ..................................................................... 9 Evaluation of Value Engineering Proposal .............................................................................. 10 Acceptance and Implementation of Value Engineering Proposal ........................................... 10 Sharing Benefits of a Value Engineering Proposal.................................................................. 10

Main Civil Works – Schedule 12 [Changes] BC Hydro Site C Clean Energy Project 4769465_31|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 12 CHANGES 1

INTERPRETATION

1.1

Definitions

In this Schedule 12 [Changes], in addition to the definitions set out in Schedule 1 [Definitions and Interpretation]: “Change” means a change, including an addition, deletion, alteration, substitution or otherwise, to the Work; “Change Directive” has the meaning set out in Section 2.5 of this Schedule 12 [Changes]; “Change Order” has the meaning set out in Section 2.4 of this Schedule 12 [Changes]; “Change Report” means a written report prepared by the Contractor in response to a Preliminary Change Instruction, containing the information described in Section 3.3 of this Schedule 12 [Changes]; “Preliminary Change Instruction” has the meaning set out in Section 3.1 of this Schedule 12 [Changes]; “Small Tool” means a small tool or equipment item with a replacement value of no more than $1,500.00 per tool or item; and “Value Engineering Proposal” has the meaning set out in Section 7.1 of this Schedule 12 [Changes]. 2

CHANGES

2.1

BC Hydro’s Right to Require Changes

BC Hydro may require a Change by issuing a written Change Order or a written Change Directive, and except to the extent that a Change Order or Change Directive expressly requires otherwise, the Contractor will comply with all applicable terms of the Contract Documents, including Schedule 2 [General Conditions] and Schedule 6 [Specifications and Drawings] in implementing the Change. 2.2

Restrictions on Changes

BC Hydro will not at any time require, and the Contractor may refuse to implement, a Change which: (a)

would be contrary to Laws;

(b)

would render the insurance policies required under this Contract void or voidable and BC Hydro does not agree to replacement security satisfactory to the Contractor acting reasonably;

(c)

would cause the revocation of any Permit required by the Contractor to perform its obligations under this Contract, and such Permit would not, using reasonable efforts, be capable of amendment or renewal;

(d)

would require a new Permit for the Contractor to perform its obligations under this Contract, which Permit would not, using reasonable efforts by the Contractor or BC Hydro, as applicable, be obtainable; or Main Civil Works – Schedule 12 [Changes]

BC Hydro Site C Clean Energy Project 4769465_31|NATDOCS

(e)

would cause the Contractor to be unable to obtain a Permit required by the Contractor to perform its obligations under this Contract, provided that such Permit was previously required but at the time of the Preliminary Change Instruction had not been obtained and such Permit would not, using reasonable efforts by the Contractor or BC Hydro, as applicable, be obtainable.

If the Contractor, acting reasonably, determines that a Change is unacceptable because it contravenes one or more of the above, then the Contractor will promptly deliver written notice to BC Hydro of its objection, with written reasons. If BC Hydro disagrees then it may deliver a Dispute Notice to the Contractor, and the parties will cooperate to have the issue resolved in a timely manner in accordance with Schedule 14 [Dispute Resolution Procedure]. 2.3

No Change Without Written Direction

Except as expressly set out otherwise in the Contract Documents, the Contractor will not proceed with any Change prior to the receipt of a written Change Order or Change Directive issued by BC Hydro. No claim for an adjustment to the Contract Price or the time for the performance of the Work may be made without such written direction. The Contractor will not be entitled to, nor will the Contractor rely on, any oral representation (except in an emergency), Site meeting discussion or minutes, or other communication as approval for a Change. 2.4

Change Orders

When the adjustments, if any, to the Contract Price or the time for the performance of the Work or both with respect to a Change are agreed by BC Hydro and the Contractor, Hydro’s Representative will issue a written approval (a “Change Order”) setting out: (a)

a description of the Work covered by the Change;

(b)

the price or method of valuation for such Work;

(c)

the total adjustment, if any, to the Contract Price (excluding only GST) on account of the Change and, for certainty, will be deemed to include all claims for compensation on account of all related costs, including all direct, indirect or “impact” costs, overheads, and all other costs, and all mark-ups and profits, even if the Change Order does not specifically mention such items; and

(d)

the net effect on the time for the performance of the Work on account of the Change and, for certainty, will be deemed to include all effects on the time for the performance of the Work, and if there is no mention in the Change Order of a required adjustment to the time for the performance of the Work, then the Change Order will be interpreted to mean that the Contractor will complete the performance of the Work covered by the Change Order without any adjustment to the time for the performance of the Work.

Hydro’s Representative and the Contractor’s Representative will sign the Change Order to confirm agreement and, upon receipt of a signed Change Order, the Contractor will proceed with the Change without delay. 2.5

Change Directives

Subject to Section 2.2 of this Schedule 12 [Changes], but notwithstanding any other provision of this Schedule 12 [Changes], BC Hydro may at any time issue a written direction (a “Change Directive”) to the Contractor, signed by Hydro’s Representative, directing the Contractor to proceed with a Change as described in the Change Directive, and for certainty BC Hydro may issue a Change Directive: (a)

in the absence of a Preliminary Change Instruction;

Main Civil Works – Schedule 12 [Changes] BC Hydro Site C Clean Energy Project 4769465_31|NATDOCS

(b)

at any time following issuance of a Preliminary Change Instruction, if the Contractor fails to provide a Change Report;

(c)

if a Change Report or Change Order is not promptly agreed upon by the parties; or

(d)

if there is a Dispute in relation to a Preliminary Change Instruction, Change Report or Change Order.

Upon receipt of a Change Directive the Contractor will proceed with the Work, including the Change, without delay, without prejudice to the Contractor’s and BC Hydro’s rights to claim an adjustment to the Contract Price and the time for the performance of the Work or both as a result of the Change, and the following will apply: (e)

the valuation of the cost of the Change and impact on the Work Program and Schedule will be evaluated in the same manner as described in Section 5 of this Schedule 12 [Changes], calculated as soon as reasonably possible after the delivery of the Change Directive;

(f)

pending a final determination as to any adjustments to the Contract Price or the time for the performance of the Work or both for the Change, BC Hydro will make a monthly payment to the Contractor of amounts the Contractor substantiates that it incurred on account of the Change and that BC Hydro, acting reasonably, agrees are owing on account of the Change;

(g)

if the parties reach agreement on adjustments to the Contract Price or the time for the performance of the Work or both for the Change, BC Hydro will issue a signed Change Order confirming the valuation of the Change and the impact on the Work Program and Schedule;

(h)

if within 30 Business Days after the delivery of a Change Directive to the Contractor, or such other time as the parties acting reasonably may agree in writing, the parties have not reached agreement on a Change Order covering all Changes implemented by the Change Directive, then Hydro’s Representative will deliver to the Contractor’s Representative a draft Change Order acceptable to BC Hydro covering all Changes in the Change Directive, and if the Contractor does not agree to the draft Change Order within 10 Business Days of receipt by the Contractor, or such other time as the parties acting reasonably may agree in writing, then either party may refer the valuation of the cost of the Change and impact on the Work Program and Schedule to be settled in accordance with Schedule 14 [Dispute Resolution Procedure].

POTENTIAL CHANGES

3.1

Preliminary Change Instruction

BC Hydro may at any time issue to the Contractor a written instruction (a “Preliminary Change Instruction”) describing a contemplated Change that BC Hydro is considering. A Preliminary Change Instruction will include sufficient description of the contemplated Change, including any requirements under Section 3.8(b) of this Schedule 12 [Changes], to permit the Contractor to prepare a Change Report. 3.2

Delivery of Change Report

Subject to Section 2.2 of this Schedule 12 [Changes], as soon as practicable and in any event, to the extent reasonably possible, within 15 Business Days after receipt of a Preliminary Change Instruction, or such other period as the parties may agree in writing acting reasonably, the Contractor will, at its cost, prepare and deliver to BC Hydro a Change Report, signed by the Contractor’s Representative, for the contemplated Change described in the Preliminary Change Instruction.

Main Civil Works – Schedule 12 [Changes] BC Hydro Site C Clean Energy Project 4769465_31|NATDOCS

3.3

Change Report Contents

As part of a Preliminary Change Instruction issued under Section 3.1 of this Schedule 12 [Changes], BC Hydro may direct the Contractor to include in its Change Report any information reasonably required to assist BC Hydro with the contemplated Change, including the following: (a)

a description of the scope of the contemplated Change;

(b)

a comparison of the scope of Work as a result of the contemplated Change as compared to the scope prior to the Change;

(c)

subject to the Contractor’s duties under Section 30.2 of Schedule 2 [General Conditions], a description of any adjustments to the Work Program and Schedule which the Contractor will require as a result of the implementation of the contemplated Change (including details of any corresponding adjustments required by any Subcontractor); and

(d)

an estimate of all Direct Costs, if any, associated with the contemplated Change, including the following (which will be shown separately if requested by BC Hydro), as applicable: (i)

the cost of all design, if any (based on the estimated number of hours reasonably required to perform any such design);

(ii)

all labour, material and equipment costs, supported as the case may be by quotations from applicable Subcontractors;

(iii)

all additional costs of direct management of the Work, including supervision of trade foremen and Site overheads;

(iv)

all costs of Permits required on account of the Change, including any required new Permit(s) or amendment or renewal of an existing Permit(s);

(v)

all costs associated with services provided by third party professional advisors or subcontractors;

(vi)

an estimate of the cost savings, if any, resulting for any reason (including reduction in scope of Work or reduction in the time for the performance of the Work) from the contemplated Change;

(vii)

any proposal(s) as to how the contemplated Change could be accomplished at a lower or zero net cost;

(viii)

a description of the extent to which the contemplated Change would interfere with the Contractor’s ability to comply with any of its obligations under the Contract, any Subcontracts, any Laws and any Permits;

(ix)

the name of the Subcontractor(s) (if any) which the Contractor intends to engage for the purposes of implementing the contemplated Change together with a description of the qualifications of any such Subcontractor(s) so as to demonstrate the ability of such Subcontractor(s) to implement the contemplated Change;

(x)

a description of any further effects (including benefits and impairments) which, the Contractor foresees as being likely to result from the contemplated Change;

(xi)

a description of any actions that would be reasonably required by BC Hydro to implement the contemplated Change; and Main Civil Works – Schedule 12 [Changes]

BC Hydro Site C Clean Energy Project 4769465_31|NATDOCS

(xii)

a description of the steps the Contractor will take to implement the contemplated Change, in such detail as is reasonable and appropriate in all the circumstances.

The cost or impact on the Work Program and Schedule of the correction of a Defect or Deficiency will not be included in the valuation of a Change. All of the costs described in this Section 3.3 will be provided in the dollar amounts applicable as of the date of the Change Report. There will be no indexation of any cost amounts unless specifically agreed to by BC Hydro. 3.4

Change Report to Cover all Cost and Time

Any Change Report submitted by the Contractor will, except as expressly set out otherwise in the Change Report, be interpreted to represent the proposed total adjustment to the Contract Price (excluding only GST) and the net effect on the time for the performance of the Work on account of such contemplated Change, and, for certainty, will be deemed to include: (a)

all claims for compensation on account of all related costs, including all direct, indirect or “impact” costs, overheads, and all other costs, and all mark-ups and profits, even if the Change Report does not specifically mention such items; and

(b)

all effects on the time for the performance of the Work, and if there is no mention in the Change Report of a required adjustment to the time for the performance of the Work, then the Change Report will be interpreted to mean that the Contractor will complete the performance of the Work as covered by the Change Report without any adjustment to the time for the performance of the Work.

3.5

Third Party Costs to Prepare Change Report

If the Contractor is unable to prepare a Change Report without the assistance of third party professional advisors or subcontractors, and if the Contractor wishes to be reimbursed for the costs of such third parties pursuant to Section 3.7 of this Schedule 12 [Changes], then the Contractor will only be entitled to make a claim for such costs if the Contractor obtains Hydro’s Representative’s prior written approval to retain such third parties. 3.6

Justification and Supporting Documentation for Contemplated Change Estimates

The cost estimates included in a Change Report will be in sufficient detail to allow evaluation by BC Hydro and will include such supporting information and justification as is necessary to demonstrate that: (a)

the Contractor has used all reasonable efforts, including utilizing competitive quotes or tenders, to minimize the cost of a contemplated Change and maximize potential related cost savings;

(b)

the Contractor and Subcontractors have valued the Change as described in Section 5.1 of this Schedule 12 [Changes], and have not included margins or mark-ups not provided for in Section 5.2 of this Schedule 12 [Changes];

(c)

the full amount of any and all expenditures that have been reduced or avoided have been fully taken into account; and

(d)

the Contractor has mitigated or will mitigate, in accordance with Section 30.2 of Schedule 2 [General Conditions], the impact of the contemplated Change, including on the Work Program and Schedule and the Direct Costs to be incurred.

Main Civil Works – Schedule 12 [Changes] BC Hydro Site C Clean Energy Project 4769465_31|NATDOCS

3.7

Contractor’s Costs to Prepare Change Report

If, following receipt of a Change Report: (a)

BC Hydro elects to proceed with the contemplated Change, then all costs incurred by the Contractor to prepare the Change Report will be paid by the Contractor, and the Change Order issued with respect to the contemplated Change will be deemed to be the entire compensation payable by BC Hydro for such Change; or

(b)

BC Hydro, for any reason, elects not to proceed with a contemplated Change, then:

3.8

(i)

if the Contractor retained third parties pursuant to Section 3.5 of this Schedule 12 [Changes], then BC Hydro will pay the Contractor the Direct Costs paid to all such third parties who were approved in advance by Hydro’s Representative; and

(ii)

the Contractor will bear all other costs incurred by the Contractor to prepare the Change Report.

Agreement on a Change

Following receipt by BC Hydro of a Change Report prepared in accordance with Section 3.3 of this Schedule 12 [Changes]: (a)

as soon as practicable, and in any event within 15 Business Days after BC Hydro receives a Change Report, or such longer period as the parties acting reasonably may agree in writing, BC Hydro will deliver to the Contractor any requests for clarifications or amendments, and on request from Hydro’s Representative the parties’ Representatives will meet without delay and use all reasonable efforts to reach agreement on the Change Report;

(b)

if BC Hydro is required by applicable Law or Governmental Authority to require the Contractor to competitively tender any contract in relation to a contemplated Change, the Contractor will, to BC Hydro’s satisfaction acting reasonably, obtain and evaluate competitive tenders for the proposed Change; and

(c)

BC Hydro may in writing modify a Preliminary Change Instruction at any time prior to the parties reaching an agreement on the Change Report in which case the Contractor will, as soon as practicable and in any event not more than 10 Business Days after receipt of such modification (or such longer period as the parties acting reasonably may agree in writing), notify BC Hydro of any consequential changes to the Change Report.

If Hydro’s Representative accepts the Change Report in response to a contemplated Change, or the parties otherwise agree to proceed with the contemplated Change on terms different from those in the Change Report, then the Change Report or such other agreed to terms will be recorded in a Change Order, signed by the parties and issued pursuant to Section 2.4 of this Schedule 12 [Changes]. 3.9

Disagreement on Change Report

If the parties do not agree on a Change Report, then BC Hydro may: (a)

elect not to proceed with the Change described in the Preliminary Change Instruction; or

(b)

issue a Change Directive with respect to some or all of the Change described in the Change Report.

Main Civil Works – Schedule 12 [Changes] BC Hydro Site C Clean Energy Project 4769465_31|NATDOCS

CLAIM FOR A CHANGE

4.1

Claim for a Change

If the Contractor at any time wishes to claim that a Change has occurred, then: (a)

if the Contractor receives a direction, instruction or decision from Hydro’s Representative for which a Change Order or Change Directive was not given, then the Contractor may only claim an adjustment to the Contract Price or an adjustment to the time for the performance of the Work or both as follows: (i)

prior to proceeding with such direction, instruction or decision, the Contractor will give written notice to Hydro’s Representative of its intention to make such a claim with sufficient detail to permit Hydro’s Representative to be able to understand the basis for the claim as well as the anticipated impact on the Contract Price, if any, and the time for the performance of the Work, if any; and

(ii)

the Contractor will maintain daily records of the resources used in connection with the claimed Change, including labour, equipment and materials, prepared contemporaneously with the performance of the affected Work, and submit such records, together with the amount claimed for such affected Work, to Hydro’s Representative on a weekly basis with each submission containing the previous week’s records;

(b)

upon receipt of a notice under Section 4.1(a)(i) of this Schedule 12 [Changes] from the Contractor, Hydro’s Representative will promptly investigate the conditions giving rise to the claimed Change;

(c)

in no event will the Contractor be entitled to, nor will the Contractor make any claim for, an adjustment to the Contract Price or the time for the performance of the Work on account of any circumstance, condition or event that entitles the Contractor to make a claim under Section 4.1 of this Schedule 12 [Changes]:

(d)

(i)

that occurs more than seven days prior to the notice delivered by the Contractor to Hydro’s Representative as provided by Section 4.1(a)(i) of this Schedule 12 [Changes]; or

(ii)

notwithstanding Section 4.1(c)(i) of this Schedule, to the extent BC Hydro is materially prejudiced by any delay in the Contractor complying with its obligations under Section 4.1(a)(i) of this Schedule; and

in no event will the Contractor be entitled to, nor will the Contractor make any claim for, an adjustment to the Contract Price on account of any circumstance, condition or event that entitles the Contractor to make a claim under Section 4.1 of this Schedule 12 [Changes] for which the Contractor has not kept, nor made available to Hydro’s Representative, the records as required under Section 4.1(a)(ii) of this Schedule 12 [Changes].

If Hydro’s Representative refuses the Contractor’s request for a Change Order or Change Directive, then such refusal will be subject to settlement in accordance with Schedule 14 [Dispute Resolution Procedure].

Main Civil Works – Schedule 12 [Changes] BC Hydro Site C Clean Energy Project 4769465_31|NATDOCS

VALUATION OF CHANGES

5.1

Valuation of Changes

The value and method of valuation of a Change will be determined by one or more of the following methods: (a)

as set out in a Change Report, if any, and accepted in writing by Hydro’s Representative, in accordance with this Schedule 12 [Changes];

(b)

by a lump sum as agreed by the parties covering some or all of the Change;

(c)

by unit prices as applicable to the Work covered by the Change; and

(d)

to the extent not settled under one or more of Sections 5.1(a), 5.1(b) or 5.1(c) of this Schedule 12 [Changes], by the Direct Costs (or cost saving) as a result of implementing the Change, calculated subject to the following: (i)

the rates and charges applied will be no greater than the market rates and charges prevailing at the time of the implementation of the Change, paid between arms-length contracting parties; and

(ii)

unless otherwise agreed by BC Hydro in writing, the Contractor will obtain competitive quotations or tenders for all work, equipment and materials required to implement the Change.

The final evaluation of a Change will take account of any savings to the Contractor resulting from the Change and accordingly the valuation of a Change will be the aggregate of the Direct Costs minus the aggregate of the cost savings the Contractor reasonably incurred or resulting from the implementation of the Change. For certainty, a Change may have a net cost, or a net saving, or may result in no net cost or saving. 5.2

Mark-Up on Changes

If and to the extent a Change is valued under Section 5.1(a), 5.1(b) or 5.1(c) of this Schedule 12 [Changes] then no additional markup will be payable in addition to the amounts determined under Section 5.1(a), 5.1(b) or 5.1(c) of this Schedule 12 [Changes]. If a Change is valued under Section 5.1(d) of this Schedule 12 results in: (a)

a net cost then, in addition to the net Direct Costs, BC Hydro will pay the Contractor a mark-up of on such Direct Costs; and

(b)

a net saving then the Contractor will pay BC Hydro such net saving without adjustment of such net saving on account of any mark-up.

5.3

Adjustments to Time for the Performance of the Work

Subject always to the Contractor’s duties under Section 30.2 of Schedule 2 [General Conditions], the time for the performance of the Work will be adjusted on account of a Change by the net amount of time reasonably required by the Contractor to accommodate and perform the Change, taking account of any impacts that require more time, and any impacts, that result in time savings, as follows: (a)

as set out in a Change Report, if any, and accepted by Hydro’s Representative pursuant to Section 3.8 of this Schedule 12 [Changes]; Main Civil Works – Schedule 12 [Changes]

BC Hydro Site C Clean Energy Project 4769465_31|NATDOCS

(b)

as otherwise agreed in writing by the parties; or

(c)

in the absence of an agreement, in accordance with Schedule 14 [Dispute Resolution Procedure].

EMERGENCY

6.1

Emergency

Notwithstanding any other provision in the Contract, Hydro’s Representative may, in the event of an emergency, issue oral orders to the Contractor for any Change required by reason of an emergency. The Contractor will proceed with such Change without delay, without prejudice to the Contractor’s right to claim an adjustment to the Contract Price or the time for the performance of the Work or both. Hydro’s Representative will confirm such orders in the form of a Change Order or Change Directive as soon as practicable. 7

VALUE ENGINEERING PROPOSALS

7.1

Value Engineering

The Contractor may at any time submit a proposal to BC Hydro (a “Value Engineering Proposal”) to implement modifications to the Specifications or Drawings, other than Specifications or Drawings prepared by the Contractor with respect to Design-Build Work, for the purpose of achieving efficiencies and reducing the Contract Price or the overall cost to BC Hydro of the Project. 7.2

Content of Value Engineering Proposal

A Value Engineering Proposal will: (a)

set out all the information required in a Change Report as required under Section 3.3 of this Schedule, modified to apply to a Value Engineering Proposal;

(b)

specify the Contractor’s reasons and justification for proposing the Value Engineering Proposal;

(c)

indicate any implications of the Value Engineering Proposal, including a difference between the existing and the proposed requirements of this Contract, and the comparative advantages of each to the Contractor and BC Hydro;

(d)

indicate whether a payment by BC Hydro in respect of Direct Costs or a variation to the Contract Price is proposed and, if so, give a detailed estimate of such proposed payment or variation;

(e)

indicate if there are any dates by which a decision by BC Hydro must be made; and

(f)

include such other information and documentation as may be reasonably requested by BC Hydro to fully evaluate and consider the Value Engineering Proposal.

7.3

Costs of Developing Value Engineering Proposal

The Contractor may deliver to BC Hydro preliminary information with respect to a proposed Value Engineering Proposal, but unless BC Hydro, in its discretion, agrees to pay or share the costs of developing a Value Engineering Proposal, the costs of investigating a potential Value Engineering Proposal will be borne entirely by the Contractor.

Main Civil Works – Schedule 12 [Changes] BC Hydro Site C Clean Energy Project 4769465_31|NATDOCS

7.4

Evaluation of Value Engineering Proposal

BC Hydro may reject a Value Engineering Proposal if the Contractor fails to demonstrate that the Value Engineering Proposal: (a)

was originated and initiated solely by the Contractor (including by the Contractor bearing all research and development costs) without the involvement of BC Hydro or its consultants; and

(b)

offers savings, innovation or efficiency that is not otherwise called for or provided by this Contract..

BC Hydro will evaluate and give consideration to a Value Engineering Proposal taking into account all relevant issues, including whether: (c)

a change in the Contract Price will occur;

(d)

the Value Engineering Proposal affects the quality or delivery of the Works;

(e)

the Value Engineering Proposal will interfere with the relationship of BC Hydro with any third parties;

(f)

the financial strength of the Contractor is sufficient to deliver the changed Works;

(g)

the residual value of the Works is affected; and

(h)

the Value Engineering Proposal materially affects the risks or costs to which BC Hydro is exposed.

BC Hydro may request clarification or additional information regarding the Value Engineering Proposal, and may request modifications to the Value Engineering Proposal. 7.5

Acceptance and Implementation of Value Engineering Proposal

Notwithstanding any potential cost savings of a Value Engineering Proposal, BC Hydro is under no obligation to accept a Value Engineering Proposal and may in its sole discretion elect not to implement a Value Engineering Proposal. A Value Engineering Proposal that is accepted by BC Hydro will be implemented as a Change and the Contractor will not implement a Value Engineering Proposal prior to the issuance of a Change Order. 7.6

Sharing Benefits of a Value Engineering Proposal

If the Value Engineering Proposal causes or will cause the costs of the Contractor to decrease, after taking into account the agreed implementation and reasonably allocated development costs (incurred by the Contractor) of the Value Engineering Proposal (taking into account any other uses of the Value Engineering Proposal by the Contractor, and taking account of the costs, if any, that BC Hydro will be required to incur to implement the Value Engineering Proposal), the net savings in the costs of the Contractor will be shared equally by the Contractor and BC Hydro, and BC Hydroâ&#x20AC;&#x2122;s share of the net savings will be reflected in a reduction to the Contract Price.

Main Civil Works â&#x20AC;&#x201C; Schedule 12 [Changes] BC Hydro Site C Clean Energy Project 4769465_31|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 13 INSURANCE TABLE OF CONTENTS 1

INTERPRETATION.......................................................................................................................... 1 1.1

Definitions .................................................................................................................................. 1

CONTRACTOR PROVIDED INSURANCE COVERAGE ............................................................... 1

BC HYDRO PROVIDED INSURANCE COVERAGE ...................................................................... 2

GENERAL INSURANCE PROVISIONS.......................................................................................... 3 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9

Requirements for Contractor Provided Insurance ..................................................................... 3 Requirements for BC Hydro Provided Insurance ...................................................................... 4 Minimum Amount No Limit on Recovery ................................................................................... 4 BC Hydro’s Right to Maintain ..................................................................................................... 4 Subcontractor Insurance ............................................................................................................ 4 Deductibles ................................................................................................................................ 4 Liability of Contractor ................................................................................................................. 5 Notice of Occurrence ................................................................................................................. 5 Claims Cooperation ................................................................................................................... 5

APPENDIX 13-1 APPENDIX 13-2

WRAP-UP LIABILITY INSURANCE SPECIFICATIONS COURSE OF CONSTRUCTION INSURANCE SPECIFICATIONS

Main Civil Works – Schedule 13 [Insurance] BC Hydro Site C Clean Energy Project 10111336_14|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 13 INSURANCE 1

INTERPRETATION

1.1

Definitions

In this Schedule 13 [Insurance], definitions are as set out in Schedule 1 [Definitions and Interpretation]. 2

CONTRACTOR PROVIDED INSURANCE COVERAGE

Without limiting any of the Contractor’s obligations or liabilities under the Contract and prior to commencing performance of the Work under the Contract, the Contractor will, at its sole cost and expense, obtain and maintain, or cause to be obtained and maintained, during the performance of the Work policies in respect of the following insurances: (a)

Workers’ Compensation coverage for all employees engaged in the performance of the Work in accordance with the Workers Compensation Act (British Columbia);

(b)

Personal Optional Protection coverage available through the Workers’ Compensation Board of British Columbia for all employees engaged in the performance of the Work who are not covered by the Workers Compensation Act (British Columbia);

(c)

Commercial General Liability Insurance in an amount of $5,000,000 per occurrence, and annually in the aggregate with respect to Products and Completed Operations Liability. Such coverage to include, but not be limited to, Blanket Contractual Liability, including liability assumed under the Contract, Tortious Liability, Contractual Liability, Contractors Protective Liability, Non Owned Automobile Liability, Attached Equipment Cross Liability, Broad Form Property Damage Liability, Products and Completed Operations Liability, and, when applicable to the Work, Hook Liability, Sudden and Accidental Pollution Liability and Explosion, Collapse and Underground Damage Liability and Forest Fire Fighting Expense Liability, and, in any event, such Commercial General Liability Insurance will provide coverage not less than the insurance required by IBC Form 2100 or its equivalent replacement. The policy will name BC Hydro as additional insured in respect of liability arising out of the Contractor’s operations or its employees outside of the Contractor’s Work Area, and will contain cross liability and severability of interest clauses, or equivalent wording;

(d)

Automobile Liability Insurance for owned, non-owned, leased, operated or licensed automobiles, trucks, trailers, tractors and all-terrain vehicles with limits of $5,000,000 for accidental injury to or death of one or more Persons or damage to or destruction of property as a result of one accident or occurrence;

(e)

Contractor’s Equipment Property Insurance covering loss or damage to, or loss of use of, tools, property and equipment of the Contractor and its Subcontractors, if any, or for which the Contractor and its Subcontractors, if any, are legally liable or responsible, in an amount equal to the full replacement value, if available, or such other value basis as is commercially available, of the tools, property and equipment. The policy will include a waiver of the insurer’s rights of subrogation in favour of BC Hydro;

(f)

if aircraft or watercraft or both are used in connection with the Work, then the Contractor will carry Aircraft Liability and Watercraft Liability Insurance, as applicable, covering all aircraft and watercraft owned or non-owned and licensed by the Contractor with limits of liability of Main Civil Works – Schedule 13 [Insurance]

BC Hydro Site C Clean Energy Project 10111336_14|NATDOCS

$10,000,000 for aircraft liability and $5,000,000 for watercraft liability, for bodily injury or death of one or more Persons or damage to or destruction of property as a result of one accident or occurrence; and (g)

such additional coverage as may be required by Law or by BC Hydro (provided that, in the case only of additional coverage required by BC Hydro, such coverage is commercially available and provided that BC Hydro will reimburse the Contractor for additional costs incurred by the Contractor in obtaining and maintaining such coverage), or which the Contractor considers necessary.

BC HYDRO PROVIDED INSURANCE COVERAGE

Prior to the commencement of the Work at the Site and until the date of issuance of the certificate of Substantial Completion or any other additional period of time as required by the Contract Documents, BC Hydro will obtain and maintain the following insurance coverage: (a)

Project specific “Wrap-up” liability insurance in an amount of not less than $100,000,000 per occurrence. This policy will have an aggregate limit of $100,000,000 with respect only to completed operations. The policy will have a per occurrence deductible of up to $200,000. The policy will name BC Hydro as the insured and will include the Other Contractors, the Contractor and the Subcontractors, project and construction managers, architects, engineers, and consultants, if any, while engaged in the Work and providing work or services with respect to the Project as additional insured and will contain cross liability and severability of interest clauses, or equivalent wording. The policy will maintain in force and effect a “Completed Operations Liability” endorsement coverage for a period ending not earlier than 36 months after the earlier of (i) the date of issuance of the certificate of Substantial Completion, and (ii) termination of the Contract. BC Hydro’s construction wrap-up liability coverage will be primary and non-contributory to the Contractor’s Commercial General Liability Insurance for Work at the Site; and

(b)

Broad Form “Builder’s Risk” insurance, on a replacement cost valuation basis in an amount described in Appendix 13-2 [Course of Construction Insurance Specifications]. The policy will have a per occurrence deductible as described in Appendix 13-2 [Course of Construction Insurance Specifications]. The policy will provide coverage on an “All Risks” basis, including perils of flood and earthquake, will name BC Hydro as the insured, and the Other Contractors, the Contractor and the Subcontractors as additional insureds, including any person employed directly or indirectly by either or both the Contractor and Subcontractors to perform a part or parts of the Work and any other person employed directly or indirectly to perform work or services with respect to the Project. The policy will contain a waiver of insurer’s rights of subrogation in favour of the Contractor and the Subcontractors.

The documents attached at Appendix 13-1 [Wrap-Up Liability Insurance Specifications] and Appendix 13-2 [Course of Construction Insurance Specifications] contain terms and conditions applicable to the insurances that BC Hydro is required to obtain and maintain pursuant to this Section 3. In the event of a conflict between the terms and conditions contained in: (c)

Appendix 13-1 [Wrap-Up Liability Insurance Specifications] and the provisions of Section 3(a) of this Schedule 13 [Insurance]; and

(d)

Appendix 13-2 [Course of Construction Insurance Specifications] and the provisions of Section 3(b) of this Schedule 13 [Insurance],

the terms and conditions of the applicable Appendix will govern. If during the 24 month period after the earlier of (i) the date of issuance of the certificate of Substantial Completion, and (ii) termination of the Contract, the “Wrap-up” liability insurance policy obtained pursuant Main Civil Works – Schedule 13 [Insurance] BC Hydro Site C Clean Energy Project 10111336_14|NATDOCS

to Section 3(a) of this Schedule 13 [Insurance] is exhausted, BC Hydro will provide completed operations coverage on the same terms and conditions as described in Appendix 13-1 [Wrap-Up Liability Insurance Specifications] for the remaining portion of such 24 month period. 4

GENERAL INSURANCE PROVISIONS

4.1

Requirements for Contractor Provided Insurance

The insurance provided by the Contractor will be provided in accordance with the following terms and conditions: (a)

the Contractor will provide Hydro’s Representative with evidence of compliance with the Workers Compensation Act (British Columbia) and coverage under that Act prior to commencement of performance of the Work, and the Contractor will: (i)

upon request, at any time, from Hydro’s Representative, provide such evidence to Hydro’s Representative within five days of such request; and

(ii)

immediately notify Hydro’s Representative in writing of any change with respect to such compliance or coverage;

(b)

certificates of insurance for the policies described in Section 2 of this Schedule 13 [Insurance] will be submitted to Hydro’s Representative prior to commencement of performance of the Work;

(c)

copies of insurance policies described in Section 2 of this Schedule 13 [Insurance] will be submitted to Hydro’s Representative within 14 days upon written request by Hydro’s Representative;

(d)

all insurance provided by the Contractor will be considered primary, non-contributory and not excess to any insurance carried by BC Hydro, unless expressly stated otherwise in the Contract Documents;

(e)

all policies of insurance to be obtained by the Contractor in accordance with this Contract will be issued by financially sound insurers acceptable to BC Hydro, acting reasonably, and, where required by statute, licensed to insure such risk in British Columbia;

(f)

all insurance provided by the Contractor will contain endorsements confirming that the policy will not be cancelled without the insurer(s) giving at least thirty (30) days prior written notice by registered mail to BC Hydro;

(g)

all insurance provided by the Contractor will contain endorsements confirming that, in the event of cancellation for non-payment of premium, the insurer(s) will give at least fifteen (15) days prior written notice by registered mail to BC Hydro;

(h)

all insurance, except for automobile liability insurance and workers compensation insurance, provided by the Contractor will: (i)

include BC Hydro and its directors, officers, employees and agents as additional insureds (but this requirement will not apply to equipment insurance described in Section 2(e) of this Schedule 13 [Insurance]);

(ii)

contain a waiver of subrogation against BC Hydro and its directors, officers, employees and agents; and

Main Civil Works – Schedule 13 [Insurance] BC Hydro Site C Clean Energy Project 10111336_14|NATDOCS

(iii)

contain a cross liability or severability of interest clause (but this requirement will not apply to equipment insurance described in Section 2(e) of this Schedule 13 [Insurance]).

The Contractor will immediately give notice to Hydro’s Representative if any insurance provided by the Contractor is cancelled, adversely reduced, adversely materially altered or adversely materially amended. 4.2

Requirements for BC Hydro Provided Insurance

Within 14 days of a written request by the Contractor’s Representative, BC Hydro will provide to the Contractor’s Representative either copies of the insurance policies (without commercially sensitive information and without premium information) described in Section 3 of this Schedule 13 [Insurance] or copies of insurance binding confirmation, at BC Hydro’s election. If BC Hydro provides insurance binding confirmation, then BC Hydro will provide copies of the insurance policies within 45 days of delivery of the binding confirmation. 4.3

Minimum Amount No Limit on Recovery

All policy limits and types of insurance specified by the Contract to be obtained and maintained by the Contractor are the minimum policy limits and types of insurance that are to be provided. The Contractor will be solely responsible for determining whether the policy limits and types of insurance are adequate and for placing any excess insurance and any additional insurance which it considers necessary to protect and indemnify itself. Subject to Section 24.1 of Schedule 2 [General Conditions], the Contractor will be liable to BC Hydro for all Claims and Claim Costs excluded by, or in excess of the policy limits of, applicable insurance policies. 4.4

BC Hydro’s Right to Maintain

If, at any time, any insurance required to be obtained and maintained by the Contractor under the Contract has its policy limits reduced by the applicable insurance provider or the Contractor, from the policy limits required by the Contract, or is no longer in force, then, without limiting BC Hydro’s rights in respect of any default that arises as a result of such occurrence, BC Hydro may, at its option, obtain and maintain the applicable insurance or portion of such insurance. In such event, BC Hydro may withhold and set-off the cost of insurance premiums expended for such insurance from any payments due to the Contractor. 4.5

Subcontractor Insurance

Without duplication of insurance coverage provided by BC Hydro, the Contractor will require all first tier Subcontractors to enter into an agreement with the Contractor containing provisions in the same form as those found in Section 2 of this Schedule 13 [Insurance], as applicable to the Work being undertaken by such Subcontractors. The Contractor will provide to Hydro’s Representative, upon request, certificates of insurance for the insurance policies the Contractor has obtained from such Subcontractors and a copy of the agreement entered into with such Subcontractors setting out the insurance requirements of such Subcontractors, without reference to commercial terms. 4.6

Deductibles

The Contractor will be responsible for the payment of all deductibles for the insurance policies described in this Schedule 13 [Insurance], except with respect to damage arising out of the negligent acts or omissions of BC Hydro or any Person for whom BC Hydro is in law responsible (other than the Contractor and those engaged by or through the Contractor, including Subcontractors), BC Hydro will pay the proportion of the deductible that represents the proportionate fault of BC Hydro for the loss which gave rise to the damage.

Main Civil Works – Schedule 13 [Insurance] BC Hydro Site C Clean Energy Project 10111336_14|NATDOCS

Deductibles for insurance policies required under Section 2 of this Schedule 13 [Insurance] will be no more than , except as otherwise agreed by BC Hydro in writing. 4.7

Liability of Contractor

Neither the providing of insurance by BC Hydro or the Contractor in accordance with the requirements of this Schedule 13 [Insurance], nor the insolvency, bankruptcy or the failure of any insurance company to pay any claim occurring will be held to relieve the Contractor from any other provisions of the Contract with respect to liability of the Contractor or otherwise. 4.8

Notice of Occurrence

Hydro’s Representative and the Contractor’s Representative will immediately notify, in writing, each other and the relevant insurer of any occurrence or incident likely to give rise to a claim under the policies or insurance coverage referred to in this Schedule 13 [Insurance] whether or not such occurrence or incident arises under the Contract, and of any other matter or thing in respect of which notice should be given by BC Hydro or the Contractor to the relevant insurers. In addition, both BC Hydro and the Contractor will give all such information and assistance as may be reasonably practicable in all the circumstances. 4.9

Claims Cooperation

With respect to any Claim against BC Hydro, whether insured or otherwise, the Contractor will cooperate with BC Hydro, BC Hydro’s insurers, claims adjusters and other representatives to mitigate any impact of any investigations relating to the Claim on BC Hydro’s operations, including the performance of the Work.

Main Civil Works – Schedule 13 [Insurance] BC Hydro Site C Clean Energy Project 10111336_14|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 14 DISPUTE RESOLUTION PROCEDURE TABLE OF CONTENTS 1

INTERPRETATION.......................................................................................................................... 1 1.1

Definitions .................................................................................................................................. 1 DISPUTE RESOLUTION PROCEDURE ......................................................................................... 1

2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 3

Dispute Resolution Procedure ................................................................................................... 1 Commencement of Dispute Resolution Procedure - Dispute Notice......................................... 2 Reply .......................................................................................................................................... 2 Settlement Meeting .................................................................................................................... 2 Additional Settlement Meetings ................................................................................................. 2 Referee Notice ........................................................................................................................... 2 Appointment and Engagement of Referee ................................................................................ 3 Referee Procedure..................................................................................................................... 3 Referee’s Decision Binding But Not Final .................................................................................. 4 Commencement of Proceedings Regarding the Dispute .......................................................... 5 Arbitration ................................................................................................................................... 5 GENERAL ........................................................................................................................................ 6

3.1 3.2 3.3 3.4 3.5 4

Disclosure of Referee and Arbitrator Decisions ......................................................................... 6 Other Remedies ......................................................................................................................... 7 Strict Compliance with Time Limits ............................................................................................ 7 Interim Direction ......................................................................................................................... 7 Dentons ...................................................................................................................................... 7 CONTRACTOR’S BID IN ESCROW ............................................................................................... 7

4.1 4.2

Contractor’s Estimate and Financial Documentation................................................................. 7 Release from Escrow ................................................................................................................. 7

APPENDIX 14-1 APPENDIX 14-2

SITE C REFEREE PANEL REFEREE AGREEMENT

Main Civil Works – Schedule 14 [Dispute Resolution Procedure] BC Hydro Site C Clean Energy Project 4769364_23|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 14 DISPUTE RESOLUTION PROCEDURE 1

INTERPRETATION

1.1

Definitions

In this Schedule 14 [Dispute Resolution Procedure], in addition to the definitions set out in Schedule 1 [Definitions and Interpretation]: “BCICAC” has the meaning set out in Section 2.11(a) of this Schedule 14 [Dispute Resolution Procedure]; “Contractor’s Bid Documents” has the meaning set out in Section 4.1 of this Schedule 14 [Dispute Resolution Procedure]; “Dispute” means any disagreement, failure to agree or other dispute between BC Hydro and the Contractor arising out of or in connection with this Contract, including in respect of the interpretation, breach, performance, validity or termination of this Contract, whether in the law of contract or any other area of law; “Dispute Notice” has the meaning set out in Section 2.2 of this Schedule 14 [Dispute Resolution Procedure]; “Dispute Resolution Procedure” has the meaning set out in Section 2.1 of this Schedule 14 [Dispute Resolution Procedure]; “Referee” has the meaning set out in Section 2.6 of this Schedule 14 [Dispute Resolution Procedure]; “Referee Agreement” has the meaning set out in Section 2.7(b) of this Schedule 14 [Dispute Resolution Procedure]; “Referee Notice” has the meaning set out in Section 2.6 of this Schedule 14 [Dispute Resolution Procedure]; “Settlement Agreement” has the meaning set out in Section 2.4 of this Schedule 14 [Dispute Resolution Procedure]; and “Settlement Meeting” has the meaning set out in Section 2.4 of this Schedule 14 [Dispute Resolution Procedure]. 2

DISPUTE RESOLUTION PROCEDURE

2.1

Dispute Resolution Procedure

Except as expressly provided otherwise in the Contract Documents, including in this Schedule 14 [Dispute Resolution Procedure], or unless both parties otherwise agree in writing, all Disputes will be resolved in accordance with the procedure set out in Section 2 of this Schedule 14 [Dispute Resolution Procedure] (the “Dispute Resolution Procedure”), and for certainty a party will not be entitled to adopt or enforce a procedure to settle a Dispute that varies from the Dispute Resolution Procedure without the express written consent of the other party.

Main Civil Works – Schedule 14 [Dispute Resolution Procedure] BC Hydro Site C Clean Energy Project 4769364_23|NATDOCS

2.2

Commencement of Dispute Resolution Procedure - Dispute Notice

The Dispute Resolution Procedure to settle a Dispute will be invoked and started by the delivery by either party of written notice to the other party (the “Dispute Notice”) that at a minimum sets out the nature and extent of the Dispute and the remedy or relief sought. A Dispute Notice should include: (a)

a summary of the pertinent facts relating to the Dispute, and include supporting documentation, if any, as may be available;

(b)

a statement of the remedy or relief (such as amount of payment or adjustment to the time for the performance of the Work) sought by the disputing party in settlement of the Dispute; and

(c)

a summary of the applicable provisions of the Contract Documents relevant to the Dispute, or other grounds on which the disputing party relies, as the basis of the Dispute.

2.3

Upon receipt of a Dispute Notice, the receiving party may, at its election, deliver a written reply to the disputing party setting out the receiving party’s counter-arguments with respect to the Dispute, but for certainty a written reply to a Dispute Notice is not a requirement of the Dispute Resolution Procedure. 2.4

Settlement Meeting

Within 20 days after receipt of the Dispute Notice by the receiving party, or such other time as the parties may agree in writing, the Dispute will, if not already settled by a written agreement signed by both parties (the “Settlement Agreement”), be referred to a senior representative(s) of each of the parties who, to the extent reasonably practicable, have not been previously involved in the events leading to the Dispute for a settlement meeting (a “Settlement Meeting”) to occur within such 20 day period. Representatives of the parties will make good faith efforts to resolve the Dispute by without prejudice negotiations. 2.5

Additional Settlement Meetings

If a Dispute is not settled by a Settlement Agreement after an initial Settlement Meeting held in accordance with Section 2.4 of this Schedule 14 [Dispute Resolution Procedure], then, without extending the time limit set out in Section 2.10 of this Schedule 14 [Dispute Resolution Procedure], BC Hydro may, in its sole discretion, direct in writing that an additional Settlement Meeting or Settlement Meetings be convened at which BC Hydro will be represented by a new representative(s). The Contractor will use reasonable commercial efforts to attend and participate in any additional Settlement Meetings as directed by BC Hydro under this Section 2.5. BC Hydro will give consideration to a request from the Contractor for an additional Settlement Meeting or Settlement Meetings and for specific BC Hydro representatives to be in attendance at such Settlement Meetings, but BC Hydro will not be obligated to agree to attend an additional Settlement Meeting or Settlement Meetings requested by the Contractor nor to bring the BC Hydro representative as may be requested by the Contractor. 2.6

Referee Notice

If the Dispute is not settled by a Settlement Agreement within the earlier of: (a)

20 days following the initial Settlement Meeting held in accordance with Section 2.4 of this Schedule 14 [Dispute Resolution Procedure]; or

(b)

40 days after receipt of the Dispute Notice by the receiving party,

Main Civil Works – Schedule 14 [Dispute Resolution Procedure] BC Hydro Site C Clean Energy Project 4769364_23|NATDOCS

then, unless both parties agree in writing to a time extension, either party may by notice to the other (a “Referee Notice”), request the appointment of a referee (a “Referee”) as provided under the terms of Section 2.7 of this Schedule 14 [Dispute Resolution Procedure]. 2.7

Appointment and Engagement of Referee

The Referee will be appointed and retained by the parties as follows: (a)

unless both parties otherwise agree, the parties will appoint a Referee as follows: (i)

within two Business Days of the delivery of a Referee Notice, each party will submit in writing to the other party, the names of no more than two candidates for Referee from the Site C Referee Panel listed on Appendix 14-1 [Site C Referee Panel] to this Schedule 14 [Dispute Resolution Procedure], each of whom: (A)

is independent of the parties;

(B)

is immediately available to perform the role of Referee in respect of the Dispute at hand; and

(C)

has not been previously involved with the Dispute;

(ii)

if a party has an objection to a candidate, it will give written notice of such objection with reasons to the other party; and

(iii)

if for any reason within three Business Days of the delivery of a Referee Notice, a Referee meeting the criteria set out in Section 2.7(a)(i) of this Schedule 14 [Dispute Resolution Procedure] has not been appointed, then either party may request the British Columbia International Commercial Arbitration Centre to promptly appoint the Referee; and

(b)

no later than two Business Days after the Referee’s appointment, the parties will enter into an agreement with the Referee generally in the form attached to this Schedule 14 [Dispute Resolution Procedure] as Appendix 14-2 [Referee Agreement] (the “Referee Agreement”). If a party fails or refuses to enter into the Referee Agreement without lawful excuse, that party will be deemed to have entered into and delivered the Referee Agreement to the other party and the Referee. The Referee’s fees and expenses will be shared equally by BC Hydro and the Contractor. BC Hydro will pay the full amount of the Referee’s fees and expenses on the day that such fees and expenses are due (including any advances on fees and expenses) in accordance with the Referee Agreement and the Contractor will reimburse BC Hydro for the Contractor’s share of all such fees and expenses within five Business Days of receipt of a written demand from BC Hydro, failing which BC Hydro will be entitled to deduct the amount of the Contractor’s share of the Referee’s fees and expenses from amounts otherwise payable by BC Hydro to the Contractor under the Contract. If BC Hydro fails to pay the Referee, the Contractor will be entitled to pay the sums due to the Referee and to recover such sums from BC Hydro (including by setting off such sums against any amounts due by the Contractor to BC Hydro under the Contract).

2.8

Referee Procedure

The Referee will proceed as follows: (a)

the Referee will conduct an impartial review of the Dispute which is subject to a Dispute Notice in such manner, and according to a procedure, as the Referee may decide, including carrying out site inspections and interviews with any persons identified by the Referee. The parties will comply Main Civil Works – Schedule 14 [Dispute Resolution Procedure]

BC Hydro Site C Clean Energy Project 4769364_23|NATDOCS

with all reasonable requests from the Referee for additional information, documents and access to personnel as the Referee may decide is required. Any submission or documentation in respect of the Dispute provided to the Referee by a party will also be provided to the other party; (b)

the Referee will not be required to conduct enquiries in the presence of representatives of either or both parties or to receive submissions from the parties. The Referee may invite submissions from only one party. The Referee may deliver a decision notwithstanding the failure or refusal of a party to cooperate with the Referee or participate in the proceedings as conducted by the Referee;

(c)

the Referee may, with the written approval of both parties, retain other professional persons or experts to assist with the review, and will give reasonable consideration to a request by the parties that the Referee retain such other professional persons or experts;

(d)

within 10 Business Days of the execution of the Referee Agreement by the Referee and both parties (or the deemed execution of the Referee Agreement as the case may be), or such longer period of time as both parties may agree in writing, acting reasonably, considering any recommendations by the Referee with respect to timing for the delivery of a decision, the Referee will render a brief, written, reasoned and impartial decision on the Dispute, with copies to both parties;

(e)

each party acknowledges the value of having the Referee render a timely decision regarding the Dispute. If the Referee is unable to render his decision within the time period described in Section 2.8(d) of this Schedule 14 [Dispute Resolution Procedure], or as extended by the mutual agreement of the parties, then the Referee will within such time provide to the parties such analysis of the Dispute as the Referee is able to complete within that time, together with a description of the remaining work required to arrive at a reasoned decision;

(f)

the proceedings under Section 2.8 of this Schedule 14 [Dispute Resolution Procedure], all information, data or documentation disclosed or delivered by either party to the other party under these proceedings, or to the Referee as a result or in connection with his duties as Referee, and the decision of the Referee (and any other information issued by the Referee), will be treated as strictly confidential, and not disclosed to any third party without the prior written consent of the parties, and the parties will jointly instruct the Referee to maintain the strictest confidentiality of the proceedings, evidence and his or her decision (and any analysis and description);

(g)

neither party will be entitled to refer to, or enter into evidence, the decision of the Referee, or other information issued by the Referee, or any information that was prepared for the express purpose of submission to, or assistance of, the Referee, or to call on the Referee to provide any evidence, in any subsequent proceeding without the consent of the other party and the Referee; and

(h)

nothing contained in Section 2.8 of this Schedule 14 [Dispute Resolution Procedure] will prevent the submission in any subsequent proceedings of any evidence related to the Dispute, provided that neither party will submit in any subsequent proceedings any evidence that came into existence for the express purpose of submission to, or the assistance of, the Referee.

2.9

Refereeâ&#x20AC;&#x2122;s Decision Binding But Not Final

The decision of the Referee on the Dispute will have effect as follows: (a)

subject to and without derogating from Section 3.4 of this Schedule 14 [Dispute Resolution Procedure], the decision will, when rendered and delivered to both parties, be immediately binding on both parties, and both parties will forthwith give effect to the decision, and the decision will remain binding unless and until altered or varied by a Settlement Agreement or by Main Civil Works â&#x20AC;&#x201C; Schedule 14 [Dispute Resolution Procedure]

BC Hydro Site C Clean Energy Project 4769364_23|NATDOCS

proceedings commenced in respect of the Dispute under Section 2.10 of this Schedule 14 [Dispute Resolution Procedure]; and (b)

if, within 30 days of receipt of the decision by both parties: (i)

the decision is not altered or varied by a Settlement Agreement; or

(ii)

proceedings have not been commenced in respect of the Dispute under Section 2.10 of this Schedule 14 [Dispute Resolution Procedure],

then the decision will be final and may not be appealed by either party on any grounds. 2.10

Commencement of Proceedings Regarding the Dispute

If: (a)

the Referee’s decision on the Dispute is not rendered within the time period described in Section 2.8(d) of this Schedule 14 [Dispute Resolution Procedure]; or

(b)

within 90 days after receipt of the Dispute Notice by the receiving party: (i)

the Dispute is not completely settled by a Settlement Agreement; or

(ii)

the Referee’s decision on the Dispute is not final as described in Section 2.9(b) of this Schedule 14 [Dispute Resolution Procedure],

then upon written notice of either party delivered to the other party, the Dispute will be submitted to arbitration pursuant to Section 2.11 of this Schedule 14 [Dispute Resolution Procedure]. Without limiting Section 2.1 of this Schedule 14 [Dispute Resolution Procedure], in any such arbitration proceedings the scope of issues will not be limited strictly to the terms of the Dispute Notice, but may extend to include other matters in dispute that are related to the Dispute. 2.11

Arbitration

A Dispute submitted to arbitration will be conducted as follows: (a)

the parties will, within ten days of submission, mutually agree upon a single arbitrator who is available and not in a conflict of interest to act as arbitrator in the Dispute. Such arbitrator will be chosen from the panel list of arbitrators maintained by the British Columbia International Commercial Arbitration Centre (the “BCICAC”);

(b)

if the parties cannot agree on an arbitrator within such ten day period, then either party may apply to a judge of the Supreme Court of British Columbia to have a single arbitrator appointed;

(c)

the arbitration will be conducted in accordance with the appropriate rules of the BCICAC, and in accordance with the Arbitration Act (British Columbia);

(d)

the arbitration will be conducted in English and in Vancouver, British Columbia;

(e)

the arbitrator will endeavour to convene a hearing within 90 days of being nominated, and to complete the arbitration and render an award within 150 days of such nomination. The arbitrator may, in his or her discretion, on application of either party or on the motion of the arbitrator, extend either or both of the time periods referred to in this Section 2.11(e), and such discretion

Main Civil Works – Schedule 14 [Dispute Resolution Procedure] BC Hydro Site C Clean Energy Project 4769364_23|NATDOCS

may be exercised both before and after any such time period, or extended time period, has expired; (f)

the arbitrator will conduct the arbitration in a cost effective manner and on an expedited basis, having regard for the subject matter of the Dispute;

(g)

subject to the arbitrator’s ruling on costs: (i)

the cost of the arbitrator and other administrative costs of the arbitration will be shared equally between the parties; and

(ii)

each party will bear its own costs incurred in participating in the arbitration;

(h)

except as expressly set out otherwise in the Contract Documents, any decision by the arbitrator will be final and binding upon the parties and may not be appealed by either party on any grounds;

(i)

a decision of the arbitrator may be filed in any court of competent jurisdiction, and may be enforced by either party as a final judgment of such court as permitted by Law in the jurisdiction in which enforcement is sought;

(j)

the arbitration proceedings, evidence at the arbitration proceedings, and, subject to Section 2.11(i) of this Schedule 14 [Dispute Resolution Procedure], the decision of the arbitrator, will be treated as strictly confidential, and not disclosed to any third party without the prior written consent of the parties, and the parties will jointly instruct the arbitrator to maintain the strictest confidentiality of the proceedings, evidence and his or her decision;

(k)

if a Dispute that is subject to arbitration under Section 2.11 of this Schedule 14 [Dispute Resolution Procedure] is pending concurrently with a related dispute(s) which is subject to separate arbitration(s), then the parties consent to the consolidation of all related arbitration proceedings before one arbitrator if such consolidation of proceedings is feasible. The Contractor will, upon request of BC Hydro, participate as a direct party in any arbitration arising in connection with this Contract or the Project, as if the Contractor were a direct party to the issue in dispute; and

(l)

the Contractor will include provisions within its agreements with first tier Subcontractors, and require its first tier Subcontractors to include provisions in such first tier Subcontractor’s agreements with other Subcontractors, a dispute resolution provision substantially similar to Section 2.11 of this Schedule 14 [Dispute Resolution Procedure]. The Contractor will cause (including specifying in applicable agreements) its first tier Subcontractors and other Subcontractors to participate, upon the request of BC Hydro, in any arbitration arising in connection with the Work or this Contract, as if the first tier Subcontractor or other Subcontractor were a direct party to the issue in dispute.

GENERAL

3.1

Disclosure of Referee and Arbitrator Decisions

Notwithstanding anything to the contrary in the Contract, the Contractor acknowledges and agrees that BC Hydro may disclose a decision of a Referee or an arbitrator to any Governmental Authority which requires or requests the decision, the Province of British Columbia or the British Columbia Utilities Commission as part of an application or submission to the commission. BC Hydro will use commercially reasonable efforts to cause such Governmental Authority, the Province of British Columbia or the British Columbia Utilities Commission, as the case may be, to maintain the confidentiality of such decision, but does not guarantee that such entity will agree to maintain the decision in confidence. Main Civil Works – Schedule 14 [Dispute Resolution Procedure] BC Hydro Site C Clean Energy Project 4769364_23|NATDOCS

3.2

Other Remedies

Nothing contained in this Schedule 14 [Dispute Resolution Procedure] will preclude a party from initiating a proceeding in a court of competent jurisdiction for the purpose of obtaining an emergency or provisional remedy to protect its rights as necessary in the circumstances, including obtaining temporary and preliminary injunctive relief and other orders, whether before or after the Dispute Resolution Procedure has been initiated by delivery of a Dispute Notice. 3.3

Strict Compliance with Time Limits

The parties acknowledge that timely resolution of Disputes is mutually beneficial and the time limits set out in this Schedule 14 [Dispute Resolution Procedure], or as otherwise agreed by the parties, will therefore be strictly complied with and enforced. 3.4

Interim Direction

Notwithstanding a Dispute, or the commencement of a Dispute Resolution Procedure, BC Hydro and the Contractor will in good faith carry out their respective obligations under the Contract without delay concurrently with a Dispute Resolution Procedure or other process or steps as agreed to settle the Dispute. Prior to the final resolution of the Dispute, BC Hydro may in its discretion by written notice to the Contractor direct the Contractor to proceed with the Work in respect of the matter in Dispute and the Contractor will comply with and implement such direction without delay. If a binding determination is made in respect of such Dispute to the effect that BC Hydro’s direction, in whole or in part, required the Contractor to do anything that was otherwise beyond the Contractor’s obligations under this Contract then the direction, to the extent it changed the Contractor’s obligations under this Contract, will be deemed to be a Change pursuant to Schedule 12 [Changes]. Nothing in this Schedule 14 [Dispute Resolution Procedure] will limit BC Hydro’s right to require a Change. For certainty, BC Hydro will not be entitled to give a direction to require the Contractor to do anything that constitutes a Change which is not permitted in accordance with Section 2.2(a) to Section 2.2(e) of Schedule 12 [Changes]. 3.5

Dentons

The Contractor (and each entity comprising the Contractor) expressly consents to Dentons representing BC Hydro for all matters in relation to this Contract and the Project, including any matter that is adverse to the Contractor (or any entity comprising the Contractor), despite any information of the Contractor (or any entity comprising the Contractor) that may have been disclosed to Dentons or BC Hydro and any solicitorclient relationship that the Contractor (or any entity comprising the Contractor) may have had, or may have, with Dentons in relation to matters other than this Contract or the Project.

Main Civil Works – Schedule 14 [Dispute Resolution Procedure] BC Hydro Site C Clean Energy Project 4769364_23|NATDOCS

MAIN CIVIL WORKS CONTRACT APPENDIX 14-1 SITE C REFEREE PANEL None as of the Effective Date.

Main Civil Work â&#x20AC;&#x201C; Appendix 14-1 [Site C Referee Panel] BC Hydro Site C Clean Energy Project 4769364_23|NATDOCS

MAIN CIVIL WORKS CONTRACT APPENDIX 14-2 REFEREE AGREEMENT AMONG: [Name and address of Referee] (the “Referee”) AND: BRITISH COLUMBIA HYDRO AND POWER AUTHORITY, 333 Dunsmuir Street, Vancouver, British Columbia, V6B 5R3 (“BC Hydro”) AND: [Name and address of Contractor] (the “Contractor”) We write to confirm your appointment as a Referee under the Main Civil Works Contract dated ▼ between BC Hydro and the Contractor (the “Main Civil Works Agreement”). The terms of your appointment are as contained in Section 2 of Schedule 14 [Dispute Resolution Procedure] to the Main Civil Works Agreement. We confirm our agreement for you to review the Dispute(s) described in the Dispute Notice in accordance with the provisions of the Main Civil Works Agreement, and to perform the functions of a Referee as described in Section 2 of Schedule 14 [Dispute Resolution Procedure] to the Main Civil Works Agreement. A copy of the Main Civil Works Agreement and related materials will be forwarded to you shortly. BC Hydro and the Contractor agree, jointly and severally, to release and save you harmless from any liability arising from your actions, made in good faith, in carrying out your duties as described in Schedule 14 [Dispute Resolution Procedure] to the Main Civil Works Agreement or as may be described in this letter. We confirm that your daily/hourly rate for fees is $_______________. In addition to your invoiced fees, BC Hydro will pay any and all reasonable disbursements incurred in providing your services. Please submit your invoices on a monthly basis directly to ________________ [Insert name of BC Hydro’s Representative] (“Hydro’s Representative”). BC Hydro will make payment within 30 calendar days of receipt.

[Signature page to the Referee Agreement follows]

Main Civil Works – Appendix 14-2 [Referee Agreement] BC Hydro Site C Clean Energy Project 4769364_23|NATDOCS

Please confirm your agreement to the terms as set out in this letter by signing a copy of the enclosed letter and returning it to Hydroâ&#x20AC;&#x2122;s Representative. Yours truly,

Authorized Signatory of BC Hydro

Date

Authorized Signatory of the Contractor

Date

Referee

Date

[Signature page to the Referee Agreement]

Main Civil Works â&#x20AC;&#x201C; Appendix 14-2 [Referee Agreement] BC Hydro Site C Clean Energy Project 4769364_23|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 15 RECORDS TABLE OF CONTENTS 1

INTERPRETATION.......................................................................................................................... 1 1.1

2.1 2.2 2.3 3

Retention of Records ................................................................................................................. 1 Original Records in Electronic Form .......................................................................................... 1 Destruction of Records and Delivery to BC Hydro .................................................................... 1 NATURE OF RECORDS ................................................................................................................. 2

3.1 4

Required Records and Retention Periods ................................................................................. 2 RIGHT OF ACCESS TO RECORDS AND AUDITS ....................................................................... 3

4.1 4.2 4.3

Right of Access to Records ....................................................................................................... 3 Right of Audit ............................................................................................................................. 3 Audit Not a Waiver ..................................................................................................................... 4

APPENDIX 15-1

RECORD CLASSIFICATION REQUIREMENTS

Main Civil Works â&#x20AC;&#x201C; Schedule 15 [Records] BC Hydro Site C Clean Energy Project 5768225_18|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 15 RECORDS 1

INTERPRETATION

1.1

Definitions

In this Schedule 15 [Records], in addition to the definitions set out in Schedule 1 [Definitions and Interpretation]: “Records” has the meaning set out in Section 2.1 of this Schedule 15 [Records]. 2

GENERAL REQUIREMENTS

2.1

Retention of Records

The Contractor will retain and maintain all the records and reports (including superseded records and reports) referred to in Section 3 of this Schedule 15 [Records] (collectively the “Records”) as follows: (a)

in accordance with the Contract Documents, including Schedule 2 [General Conditions], Schedule 5 [Submittals Procedure], Schedule 7 [Environmental Obligations], Schedule 8 [Quality Management], Schedule 10 [Safety], and this Schedule 15 [Records];

(b)

in an accurate, complete, legible, readily identifiable, readily retrievable and organized manner, complete with computer generated and searchable meta-data;

(c)

in a form that is capable of audit; and

(d)

in accordance with the requirements of Good Industry Practice and all applicable Laws and Permits.

2.2

Original Records in Electronic Form

The Contractor will maintain all electronic data, records and reports, in a complete, readable and accessible form. The Contractor will retain all such records so that BC Hydro will be able to receive all records created as part of the Contract that are required for the ongoing operations, maintenance, and eventual disposal of any BC Hydro asset, facility, components, equipment or property delivered or impacted as part of the work. 2.3

Destruction of Records and Delivery to BC Hydro

Prior to destroying or disposing of any Records the Contractor will give BC Hydro not less than 60 days’ written notice of the Contractor’s intention to destroy or dispose of Records, together with details of the Records to be destroyed or disposed of. If within such 60-day period BC Hydro gives notice to the Contractor that BC Hydro wishes to receive any of the Records, then the Contractor will, at its own cost and expense, deliver up such Records to BC Hydro in the manner and at the location or locations as BC Hydro specifies, acting reasonably. If, from time-to-time, BC Hydro agrees to accept the long term retention of specific Records using electronic storage media (which must include secure back-up facilities), the Contractor will make or supply, or have made or supplied, the Records in such agreed upon form.

Main Civil Works – Schedule 15 [Records] BC Hydro Site C Clean Energy Project 5768225_18|NATDOCS

NATURE OF RECORDS

3.1

Required Records and Retention Periods

The Contractor will retain, and will require its Subcontractors to retain, the following: (a)

the Contract Documents, agreements with Subcontractors, including all amendments to such agreements for a period of ten years after termination of the Contract;

(b)

the â&#x20AC;&#x153;Recordâ&#x20AC;? drawings, plans, records and other Work documentation required under Schedule 2 [General Conditions] or Schedule 6 [Specifications and Drawings] for a period of ten years after termination of the Contract;

(c)

all documents relating to all Permits, including applications, refusals and appeals, for a period of ten years after the expiry date of the relevant Permit;

(d)

all electronically and manually recorded information, notices, reports (including test reports, results and certificates) and other documents relating to the Work, the Site and any other such documents described in Schedule 2 [General Conditions] or in Schedule 6 [Specifications and Drawings], for a period of ten years after termination of the Contract;

(e)

all records relating to any inspections of the Work conducted under applicable Laws or Permits or by or for any Governmental Authority, for a period of ten years after termination of the Contract;

(f)

all orders or other requirements issued to the Contractor by any Governmental Authority for a period of ten years after such order or requirement has been satisfied by the Contractor;

(g)

all electronically or manually recorded reports and information related to quality management and other records described in Schedule 8 [Quality Management], for a period of ten years after creation;

(h)

all electronically or manually recorded reports and information related to safety and security management, including the date and time of any incidents and any other records described in Schedule 10 [Safety], for a period of ten years after creation of such reports and information;

(i)

all electronically or manually recorded reports and information related to environmental protection, including the date and time of any environmental incidents and any other records described in Schedule 7 [Environmental Obligations], for a period of twenty years after creation;

(j)

all electronically or manually recorded reports and information related to environmental management, including the date and time of any environmental incidents and any other records described in Schedule 7 [Environmental Obligations], for a period of 20 years after each such event;

(k)

all electronically or manually recorded information and documents related to external relations, including public, stakeholder, government agency and first nations, for a period of ten years after termination of the Contract;

(l)

all electronically or manually recorded reports and information related to environmental remediation and waste disposal, including the date and time of any incidents, for a period of 20 years after creation of such reports and information;

(m)

invoices and payments, including relevant calculations, statements, manifests, receipts, vouchers, calculations, reports, data, time and material costing records with respect to the performance of the Work undertaken on a time and materials or cost plus basis (and for certainty, Main Civil Works â&#x20AC;&#x201C; Schedule 15 [Records]

BC Hydro Site C Clean Energy Project 5768225_18|NATDOCS

excluding such documents with respect to the Contractor’s prices for the fixed price portion of the Work), for a period of ten years after the end of the fiscal year within which they were created; (n)

all documents relating to events of Force Majeure and the consequences of such events for a period of ten years after the relevant event occurred, or in the case of a matter in Dispute, for a period of ten years after a determination has been made with respect to such Dispute;

(o)

all notices delivered to or received from Hydro’s Representative for a period of ten years after receipt;

(p)

all documents relating to a referral to the Dispute Resolution Procedure for a period of ten years after a determination has been made with respect to such referral;

(q)

all documents submitted in connection with any Change, for a period of ten years after creation of such documents;

(r)

all records required by Laws or Permits (including in relation to health, safety, environmental and waste management matters) to be maintained by the Contractor with respect to the Work, for a period of ten years after creation of such records, or such other retention period determined by the applicable Laws or Permits, whichever is longer;

(s)

all documents relating to insurance and insurance claims for a period of ten years after the relevant claim is settled;

(t)

records of all internal and external meetings, including any minutes, presentation materials and other documents produced for, or in respect of, such meetings, for a period of ten years after termination of the Contract;

(u)

all other records, notices or certificates required to be produced or maintained by the Contractor pursuant to the express terms of the Contract, for a period of ten years after termination of the Contract; and

(v)

with respect to all other records, documents, reports, and drawings, of any kind whatsoever for which there is no specified retention period set out in the Contract Documents, not less than ten years from the date of creation.

RIGHT OF ACCESS TO RECORDS AND AUDITS

4.1

Right of Access to Records

BC Hydro, including its authorized agents and representatives, may at any time and from time to time, during the term of the Contract or at a time during the retention periods outlined in this Schedule 15 [Records], at BC Hydro’s expense, upon reasonable written notice to the Contractor, inspect any Records for the purpose of obtaining or verifying any information relevant to the completed Work (including for any maintenance, repair, alteration, renovation or other such work), or relevant to other BC Hydro assets. 4.2

Right of Audit

The Contractor will, upon reasonable written notice, make any and all Records available to BC Hydro and its authorized agents and representatives, during the performance of the Work and during any period of retention as described in this Schedule 15 [Records] for review and audit. The Contractor will, upon written request from Hydro’s Representative within such time periods, provide BC Hydro with a copy of any such Records in a form satisfactory to BC Hydro, acting reasonably.

Main Civil Works – Schedule 15 [Records] BC Hydro Site C Clean Energy Project 5768225_18|NATDOCS

4.3

Audit Not a Waiver

No audit conducted by BC Hydro will at any time constitute approval or acceptance of any Work under the Contract, nor be considered a waiver by BC Hydro of any of the terms of the Contract or its rights at law, nor relieve the Contractor of any of its duties, obligations or responsibilities under the Contract to perform the Work in accordance with the requirements of the Contract Documents.

Main Civil Works â&#x20AC;&#x201C; Schedule 15 [Records] BC Hydro Site C Clean Energy Project 5768225_18|NATDOCS

MAIN CIVIL WORKS CONTRACT APPENDIX 15-1 RECORD CLASSIFICATION REQUIREMENTS For record and report retention purposes, the Contractor will classify in a manner consistent with, and assign the applicable record retention class or classes, as described in the following table, to each record and report referred to in Section 3.1 of this Schedule 15 [Records]. Record Retention Class

Description

MCW-001

Contract Documents, agreements with Subcontractors, including all amendments to such agreements

MCW-002

Drawings, plans, records and other Work documentation

MCW-003

Permits, including applications, refusals and appeals

MCW-004

Notices, reports (including test reports, results and certificates) and other documents relating to the Work

MCW-005

Records relating to any inspections

MCW-006

Orders or other requirements issued to the Contractor by any Governmental Authority

MCW-007

Reports and information related to quality management

MCW-008

Reports and information related to safety and security management including incidents and events

MCW-009

Reports and information related to environmental protection including incidents and events

MCW-010

Reports and information related to environmental management including incidents and events

MCW-011

Documents related to external relations, including public, stakeholder, government agency and first nations

MCW-012

Information related to environmental remediation and waste disposal,

Main Civil Works â&#x20AC;&#x201C; Appendix 15-1 [Record Classification Requirements] BC Hydro Site C Clean Energy Project 5768225_18|NATDOCS

Record Retention Class

Description

MCW-013

Invoices and payments, including relevant calculations, statements, manifests, receipts, vouchers, calculations, reports, data, time and material costing records with respect to the performance of the Work undertaken on a time and materials or cost plus basis (and for certainty, excluding such documents with respect to the Contractorâ&#x20AC;&#x2122;s prices for the fixed price portion of the Work)

MCW-014

Documents relating to events of Force Majeure and the consequences of such events

MCW-015

Documents relating to events of Force Majeure and the consequences of such events in the case of a matter in Dispute

MCW-016

Notices delivered to or received from Hydro's Representative

MCW-017

Documents relating to a referral to the Dispute Resolution Procedure

MCW-018

Documents submitted in connection with any Change

MCW-019

Records required by Laws or Permits to be maintained by the Contractor with respect to the Work

MCW-020

Documents relating to insurance and insurance claims

MCW-021

Records of all internal and external meetings, including any minutes, presentation materials and other documents produced for, or in respect of, such meetings

MCW-022

All other records, notices or certificates required to be produced or maintained pursuant to the express terms of the contract

MCW-023

All other records, documents, reports, drawings, of any kind whatsoever for which there is no specified retention period

Main Civil Works â&#x20AC;&#x201C; Appendix 15-1 [Record Classification Requirements] BC Hydro Site C Clean Energy Project 5768225_18|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 17 PRIVACY PROTECTION TABLE OF CONTENTS 1

INTERPRETATION.......................................................................................................................... 1 1.1

Definitions .................................................................................................................................. 1 PURPOSE ........................................................................................................................................ 1

2.1 3

Purpose ...................................................................................................................................... 1 COLLECTION OF PERSONAL INFORMATION ............................................................................ 1

3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 4

Collection ................................................................................................................................... 1 Accuracy of Personal Information .............................................................................................. 2 Requests for Access to Personal Information ........................................................................... 2 Correction of Personal Information ............................................................................................ 2 Protection of Personal Information ............................................................................................ 2 Storage and Access to Personal Information ............................................................................ 2 Retention of Personal Information ............................................................................................. 2 Use of Personal Information ...................................................................................................... 3 Disclosure of Personal Information ............................................................................................ 3 Inspection of Personal Information ............................................................................................ 3 COMPLIANCE WITH THE ACT AND AUTHORIZATIONS ............................................................ 3

4.1 4.2 4.3

Service Provider......................................................................................................................... 3 Notice of Non-Compliance ......................................................................................................... 4 Interpretation .............................................................................................................................. 4

Main Civil Works â&#x20AC;&#x201C; Schedule 17 [Privacy Protection] BC Hydro Site C Clean Energy Project 5768998_10|NATDOCS

MAIN CIVIL WORKS CONTRACT SCHEDULE 17 PRIVACY PROTECTION 1

INTERPRETATION

1.1

Definitions

In this Schedule 17 [Privacy Protection], in addition to the definitions set out in Schedule 1 [Definitions and Interpretation]: “Orders” has the meaning set out in Section 4.1(d) of this Schedule 17 [Privacy Protection]. 2

PURPOSE

2.1

Purpose

The purpose of this Schedule 17 [Privacy Protection] is to: (a)

enable BC Hydro to comply with its statutory obligations under FOIPPA with respect to Personal Information that is within BC Hydro’s control and in the Contractor’s custody; and

(b)

assist the Contractor, as a service provider to BC Hydro, to comply with its statutory obligations under FOIPPA.

COLLECTION OF PERSONAL INFORMATION

3.1

Collection

Unless the Contract Documents otherwise specify or BC Hydro otherwise authorizes or directs in writing: (a)

the Contractor may only collect or create Personal Information that is necessary for the performance of the Contractor’s obligations, or the exercise of the Contractor’s rights, under the Contract;

(b)

the Contractor must collect Personal Information directly from the individual the information is about or from another source other than that individual with the written consent of the individual, or the individuals lawful representative; and

(c)

the Contractor must advise an individual from whom the Contractor collects Personal Information: (i)

the purpose for collecting it;

(ii)

the legal authority for collecting it; and

(iii)

the title, business address and business telephone number of the person designated by BC Hydro to answer questions concerning the Contractor’s collection of Personal Information.

Main Civil Works – Schedule 17 [Privacy Protection] BC Hydro Site C Clean Energy Project 5768998_10|NATDOCS

3.2

Accuracy of Personal Information

The Contractor must make every reasonable effort to ensure the accuracy and completeness of any Personal Information to be used by the Contractor or BC Hydro to make a decision that directly affects an individual the information is about. 3.3

Requests for Access to Personal Information

If the Contractor receives a request, from a person other than BC Hydro, for access to Personal Information, the Contractor must promptly advise the person to make the request to BC Hydro unless the Contract Documents expressly require the Contractor to provide such access, and, if BC Hydro has advised the Contractor of the name or title and contact information of an official of BC Hydro to whom such requests are to be made, the Contractor must also promptly provide that official’s name or title and contact information to the person making the request. 3.4

Correction of Personal Information

(a)

Within seven days of receiving a written direction from BC Hydro to correct or annotate any Personal Information, the Contractor must correct or annotate the information in accordance with the direction.

(b)

When issuing a written direction under Section 3.4(a) of this Schedule 17 [Privacy Protection], BC Hydro must advise the Contractor of the date the correction request to which the direction relates was received by BC Hydro in order that the Contractor may comply with Section 3.4(c) of this Schedule 17 [Privacy Protection].

(c)

Within seven days of correcting or annotating any Personal Information under Section 3.4(a) of this Schedule 17 [Privacy Protection], the Contractor must provide the corrected or annotated information to any party to whom, within one year prior to the date the correction request was made to BC Hydro, the Contractor disclosed the information being corrected or annotated.

(d)

If the Contractor receives a request for correction of Personal Information from a person other than BC Hydro, the individual whose Personal Information has been requested, or that individual’s lawful representative, the Contractor must promptly advise the person to make the request to BC Hydro and, if BC Hydro has advised the Contractor of the name or title and contact information of an official of BC Hydro to whom such requests are to be made, the Contractor must also promptly provide that official’s name or title and contact information to the person making the request.

3.5

Protection of Personal Information

The Contractor must protect Personal Information by making reasonable security arrangements against such risks as unauthorized access, collection, use, disclosure or disposal, including any expressly set out in the Contract Documents. 3.6

Storage and Access to Personal Information

Unless BC Hydro otherwise authorizes or directs in writing, the Contractor must not store Personal Information outside Canada or permit access to Personal Information from outside Canada. 3.7

Retention of Personal Information

Unless the Contract Documents otherwise specify, the Contractor must retain Personal Information until authorized or directed by BC Hydro in writing to dispose of it or deliver it as specified in the authorization or direction. Main Civil Works – Schedule 17 [Privacy Protection] BC Hydro Site C Clean Energy Project 5768998_10|NATDOCS

3.8

Use of Personal Information

Unless BC Hydro otherwise authorizes or directs in writing, the Contractor may only use Personal Information if that use is for the performance of the Contractor’s obligations, or the exercise of the Contractor’s rights, under the Contract, and for clarity in accordance with Section 3.6 of this Schedule 17 [Privacy Protection]. 3.9

Disclosure of Personal Information

The Contractor must not disclose Personal Information inside or outside Canada to any person other than BC Hydro unless the disclosure is to an entity that can legitimately compel disclosure under the laws of British Columbia or the disclosure is directed or authorized by BC Hydro or the disclosure is requested or authorized by the individual whose Personal Information is at issue or that individual’s lawful representative. BC Hydro will not unreasonably withhold its authorization under this Section 3.9. 3.10

Inspection of Personal Information

In addition to any other rights of inspection BC Hydro may have under the Contract Documents or under statute, BC Hydro may, at any reasonable time and on reasonable notice to the Contractor, enter on the Contractor’s premises to inspect any Personal Information in the possession of the Contractor or any of the Contractor’s information management policies or practices relevant to its management of Personal Information or its compliance with this Schedule 17 [Privacy Protection] and the Contractor must permit, and provide reasonable assistance in respect to, any such inspection. 4

COMPLIANCE WITH THE ACT AND AUTHORIZATIONS

4.1

Service Provider

(a)

The Contractor understands and acknowledges that it is a service provider of a public body as defined in FOIPPA.

(b)

The Contractor acknowledges that it is familiar with the requirements of FOIPPA governing Personal Information that are applicable to it as a service provider.

(c)

The Contractor must in relation to Personal Information comply with: (i)

the requirements of FOIPPA applicable to the Contractor as a service provider, including any applicable order of the Information and Privacy Commissioner under FOIPPA; and

(ii)

any direction given by BC Hydro under this Schedule 17 [Privacy Protection].

(d)

The Contractor expressly acknowledges and agrees that it is subject to the laws of British Columbia and Canada and is likely as such not subject to any orders, directives, rulings, requirements, judgments, injunctions, awards or decrees, decisions or other requirements for the disclosure of Personal Information issued by a Governmental Authority outside Canada (“Orders”). The Contractor will immediately inform BC Hydro if it receives any Orders or any other directives or requests or foreign demands for disclosure.

(e)

The Contractor will immediately inform BC Hydro if it becomes subject to the laws or jurisdiction of the United States, which require the disclosure of Personal Information contrary to the provisions of this Schedule 17 [Privacy Protection], for any reason (whether or not there are any Orders for disclosure) and will inform BC Hydro of the circumstances giving rise to same.

Main Civil Works – Schedule 17 [Privacy Protection] BC Hydro Site C Clean Energy Project 5768998_10|NATDOCS

4.2

Notice of Non-Compliance

If for any reason the Contractor does not comply, or anticipates that it will be unable to comply, with a provision in this Schedule 17 [Privacy Protection] in any respect, the Contractor must promptly notify BC Hydro of the particulars of the non-compliance or anticipated non-compliance and what steps it proposes to take to address, or prevent recurrence of, the non-compliance or anticipated non-compliance. 4.3

Interpretation

(a)

Any reference to “the Contractor” in this Schedule 17 [Privacy Protection] includes any “associate” as defined in FOIPPA and the Contractor must ensure that all such persons comply with this Schedule 17 [Privacy Protection].

(b)

The obligations of the Contractor in this Schedule 17 [Privacy Protection] will survive the termination of the Contract.

(c)

If a provision of the Contract Documents (including any authorization or direction given by BC Hydro under this Schedule 17 [Privacy Protection]) conflicts with a requirement of FOIPPA or an applicable order of the Information and Privacy Commissioner under FOIPPA, the conflicting provision of the Contract Documents (or authorization or direction) will be inoperative to the extent of the conflict.

(d)

The Contractor will comply with this Schedule 17 [Privacy Protection] notwithstanding any conflicting provisions of the Contract Documents or the law of any jurisdiction outside Canada.

Main Civil Works – Schedule 17 [Privacy Protection] BC Hydro Site C Clean Energy Project 5768998_10|NATDOCS

This is Exhibit 'C mentioned

and referred to in the Affidavit of Robert McCullough, affirmed before me in the City of Portland, in the

State of Oregon, this 31st day of January, 201

<2 A Notary

_bfic, etc.

OFFICIAL STAMP

%TRACEY ELIZABETH BELDING NOTARY PUBLIC-OREGON COMMISSION NO. 939746

MY COMMISSION EXPIRES JUNE 03,2019

{18001-001/00637997.1}

BCUC INQUIRY RESPECTING SITE C

Fred James Chief Regulatory Officer Phone: 604-623-4046 Fax: 604-623-4407 bchydroregulatorygroup@bchydro.com

October 18, 2017 Mr. Patrick Wruck Commission Secretary and Manager Regulatory Support British Columbia Utilities Commission Suite 410, 900 Howe Street Vancouver, BC V6Z 2N3 Dear Mr. Wruck: RE:

Project No. 1598922 British Columbia Utilities Commission (BCUC or Commission) British Columbia Hydro and Power Authority (BC Hydro) Site C Inquiry – Revised Round 2 Information Response

BC Hydro is writing to provide revised responses to two Round 2 Information Requests as detailed below: 1. BCUC IR 2.6.0 - is revised to correct the amount of “PMB Earned Value” in the table regarding the Main Civil Works to $433.5 million from $456.4 million. 2. BCUC IR 2.45.0 - is revised to correct two amounts in the table in the response. (a) The “Benefit vs Termination” amount for “Small Gap – Low Load Forecast, Low DSM” amount is revised to $6.1 Billion PV from $6.4 Billion PV. (b) The “Portfolio UEC without Site C” amount is revised to $83/MWh from $65/MWh. For further information, please contact Fred James at 604-623-4317 or by email at bchydroregulatorygroup@bchydro.com. Yours sincerely,

Fred James Chief Regulatory Officer fj/af

Enclosure

British Columbia Hydro and Power Authority, 333 Dunsmuir Street, Vancouver BC V6B 5R3 www.bchydro.com

1-8-1

British Columbia Utilities Commission Information Request No. 2.6.0 Dated: September 20, 2017 British Columbia Hydro & Power Authority REVISED Response issued October 18, 2017 British Columbia Hydro & Power Authority Site C Inquiry

6.0

Page 1 of 5

Reference:

BCUC Inquiry Respecting Site C Preliminary Report dated September 20, 2017 – Page 22

2.6.0

the Panel asks BC Hydro to provide a point-in-time assessment of its progress to June 30, 2017 using the earned value method, including analysis of schedule variance, cost variance, schedule performance and cost performance as compared to both the FID and PMB plans.

ORIGINAL RESPONSE: Earned value methodology requires a project’s work packages to be broken down to a sufficient level of detail for analysis. While BC Hydro can prepare an earned value analysis compared to PMB for major work packages, BC Hydro has not performed an earned value analysis compared to the FID baseline as it lacks sufficient level of detail to asses using earned value methodology. Further excluded from the analysis are the scopes of work as follows: (i)

Where construction has not yet commenced (Transmission, Generating Station & Spillway, and Highways);

(ii)

Level-of-Effort based work packages (e.g. indirect work packages) where earned value is of limited use;

(iii)

Turbine & Generators as it is milestone based with no on-site activities completed; and

(iv)

Reservoir Clearing as not enough work has been completed to accurately analyze using the earned value methodology.

In response to recommendation #3 in the 2016 Ernst & Young/BTY Cost and Risk Assessment, BC Hydro agreed to “implement Earned Value metrics on sub-projects: main civil works, generating station & spillway, transmission, and turbines & generators, as work commences”. BC Hydro has been adapting the project schedule to enable earned value analysis and plans to commence reporting on earned value metrics in December 2017. We provide here a preliminary assessment of earned value to June 30 based on our earned value implementation work completed to date.

Page 2 of 5

MAIN CIVIL WORKS – PMB EARNED VALUE ANALYSIS BC Hydro analyzed the Main Civil Works work packages compared to the June 2016 PMB and provides the following analysis. Component

Main Civil Works

PMB Planned Value ($ million)

PMB Actual Cost at June 30, 2017 ($ million)

PMB Earned Value

520.3

441.7

456.4

($ million)

Cost Performance Index

Schedule Performance Index

.98

.89

Main Civil Works PMB Earned Value Variance Explanations The two most significant schedule performance variances are due to a difference between the planned expenditure profile and the actual work progress. The PMB budget planned for the Approach Channel excavation expenditures to be incurred between January 2016 and August and the Left Bank Excavation expenditures to be incurred between April 2016 and May 2017. Subsequent to the June 2016 PMB, the scope of work was further elaborated and re-sequenced indicating a different work progress profile, impacting the schedule performance. EARLY WORKS – COST VARIANCE BC Hydro assessed the cost performance of Early Works compared to the FID and PMB plans based on plan versus actual cost, including draws on contingency, rather than by earned value analysis as the work is complete. FID Budget

PMB Budget

LTD Actual Costs as at June 30, 2017

($ million)

187.4

170.7

174.6

Variance PMB – Life To Date Actual to June 30, 2017 ($ million) (3.9)

Variance FID – Life To Date Actual to June 30, 2017 ($ million) 12.0

PMB Cost Variance Explanation 

The Early Works PMB scope included excavation activities on the North Bank. Costs increases are attributed to additional work required to address slope stability issues on the North Bank Road Gully and to address increased requirements for erosion control, instrumentation and additional excavation. Additional costs were also incurred as a result of the protest activity at Rocky Mountain Fort which delayed clearing efforts.

Page 3 of 5

FID Cost Variance Explanation 

Portions of the FID budget for Early Works were reallocated to Main Civil Works and Transmission work packages to reflect changes in the planned delivery of the scope resulting in a positive variance for Early Works compared to the FID budget.

REVISED RESPONSE: Earned value methodology requires a project’s work packages to be broken down to a sufficient level of detail for analysis. While BC Hydro can prepare an earned value analysis compared to PMB for major work packages, BC Hydro has not performed an earned value analysis compared to the FID baseline as it lacks sufficient level of detail to asses using earned value methodology. Further excluded from the analysis are the scopes of work as follows: (v)

Where construction has not yet commenced (Transmission, Generating Station & Spillway, and Highways);

(vi)

Level-of-Effort based work packages (e.g. indirect work packages) where earned value is of limited use;

(vii)

Turbine & Generators as it is milestone based with no on-site activities completed; and

(viii)

Reservoir Clearing as not enough work has been completed to accurately analyze using the earned value methodology.

Page 4 of 5

MAIN CIVIL WORKS – PMB EARNED VALUE ANALYSIS BC Hydro analyzed the Main Civil Works work packages compared to the June 2016 PMB and provides the following analysis. Component

Main Civil Works

PMB Planned Value ($ million)

PMB Actual Cost at June 30, 2017 ($ million)

520.3

441.7

PMB Earned Value ($ million) 456.4433.5

Cost Performance Index

Schedule Performance Index

.98

.89

PMB Budget

LTD Actual Costs as at June 30, 2017

($ million)

187.4

170.7

174.6

Variance PMB – Life To Date Actual to June 30, 2017 ($ million) (3.9)

Variance FID – Life To Date Actual to June 30, 2017 ($ million) 12.0

PMB Cost Variance Explanation 

Page 5 of 5

FID Cost Variance Explanation ď&#x201A;ˇ

British Columbia Utilities Commission Information Request No. 2.45.0 Dated: September 20, 2017 British Columbia Hydro & Power Authority REVISED Response issued October 18, 2017 British Columbia Hydro & Power Authority Site C Inquiry

45.0

Page 1 of 7

45.

Reference: BCUC Inquiry Respecting Site C Preliminary Report dated September 20, 2017 – Page 103

2.45.0

BC Hydro is requested to clarify which portfolio(s) were used in its alternate portfolio UEC calculation.

ORIGINAL RESPONSE: Note that this also responds to BCUC IR 2.32.0, which requests all assumptions associated with the Alternative Portfolio Block UEC calculation. Block UEC It is useful to provide some context regarding the Block UECs described in section 5.6 of our August 30 Filing, what information those Block UECs provide (and don’t provide), and how they relate to the portfolio analysis as described in section 5.5 and with the sensitivity analyses set out in section 8. BC Hydro’s main tool to compare resources is a portfolio present value cost analysis, and not Block UECs. This was described in our August 30 Filing in section 5.5: “Portfolio present value cost analysis (Portfolio PV Analysis) is BC Hydro’s main tool to compare resource options, and is standard utility practice for resource planning.”1 The use of simplified Block UEC analysis provides assistance in explaining the results of the Portfolio PV Analysis.2 A simplified Block UEC has the advantage of being easy to relate to in relation to the cost of a single resource, but is not able to account for a number of factors, including, for example, 

the timing of when resource are required;



the value of surpluses in the electric system as difference resources are built;



the relative value of a resource in the context of seasonal and daily market prices; and



how well the particular resources meet the timing and shape of the load.

It is also important to recognize that resources that may appear to be “alternatives” to Site C, but are not because they would be built whether or not Site C is completed, are not incorporated into the Block UEC analysis. This includes:

1 2

August 30 Filing, section 5.5, page 60, lines 5 to 7. August 30 Filing, section 5.6, page 60, lines 20 to 22.

Page 2 of 7



A significant amount of DSM (consistent with DSM Option 2) that is very cost effective but limited by the ability to ensure its delivery; and



Revelstoke Unit 6.

The Block UEC analysis in section 5.6 shows the cost differences for those resources that are not in the Site C portfolio but are in a portfolio without Site C (i.e., truly alternative resources). Those resources are a number of wind and pumped storage projects. The Block UEC does not, and was not intended to, account for all of the differences that can be reflected in a Portfolio PV Analysis, and as a result do not align directly with any of the portfolio runs shown in Section 8. In Exhibit 29-6, BCSEA’s comments on the Commission’s Preliminary Report, counsel for BCSEA does a good job of characterizing the benefits of utilizing portfolio PV analysis versus UEC analysis. Portfolio Analysis and UECs Site C is not a solution to B.C.’s future energy needs on its own. Site C provides a significant amount of clean, firm energy with dependable capacity, but it must be combined with other resources to meet our future needs. What the portfolio analyses show is the group of resources that would likely be built in a world with Site C (portfolios with Site C), versus what would likely be built in a world without Site C (portfolios without Site C). BC Hydro interprets the BCUC IRs 2.46.0, 2.47.0 and 2.48.0 as requesting UEC analysis that recognizes the above factors. Given that the simplified Block UEC analysis is unable to account for the same details as a portfolio, BC Hydro has translated the portfolio costs used to calculate the PV differentials into Portfolio UEC values. These Portfolio UECs represent the net present cost of resources added to a portfolio (inclusive of timing to add resources, costs of resources, and trade impact of adding resources) divided by the net present volume of energy generated. The resource prices in these portfolio UECs include supply side resources as well as demand side resources. The Portfolio UEC results are shown in the following table. As shown, in all sensitivity scenarios, the UEC of the portfolio with Site C is lower than the UEC of the alternative portfolio meaning that ratepayers are better off with continuing construction of Site C as compared to termination. BC Hydro will provide the same portfolio PV and portfolio UEC results for additional sensitivity scenarios requested by the Commission in future IR responses. Table

Sensitivity Analysis: Summary

Sensitivity Input Assumptions

Benefit vs Termination

Portfolio UEC with Site C

Page 3 of 7

Portfolio UEC without Site C

($ billion present value)

($/MWh)

Base Case – Expected Load and Available Resources Project Cost Sensitivities

7.3

110

Budget plus Project Reserve of $440 million

7.1

110

Budget plus Project Reserve of $440 million, plus 10% increase to total costs

6.8

110

Termination and Suspension Costs Less 35%

7.0

109

Termination and Suspension Costs plus 100%

8.1

114

Small Gap – Low Load Forecast, Low DSM

6.4

Base Case Less LNG Loads

6.7

Large Gap – High Load Forecast, Low DSM

10.6

129

158

Add Low Carbon Electrification section 5.2.3

11.1

144

164

($/MWh)

Load Sensitivities

Alternative Resource (Cost and Availability) Sensitivities IPP Costs -15% Reduction

6.2

103

Base Case with Additional DSM

6.9

113

Base Case with Max 7% Gas

6.8

106

30% Higher Returns in the Market For Site C

7.6

110

Low Electricity Market Price Scenario

7.1

111

Market Price Sensitivities

What these Portfolio UEC results show is: 

The underlying cost of individual resources is necessarily somewhat masked by the other resources that are built into the portfolio. The UEC of the Site C portfolio is the UEC of all resources and not just Site C. This is why the UEC of the Site C portfolio changes in sensitivity scenarios;



Reducing costs in sensitivities like IPP costs reduces both portfolios, but reduces the Alternative Portfolio more since it has more IPP resources added. As seen in the table, when looking at a 15 per cent reduction in wind costs, the UEC of the portfolio with Site C drops by $5/MWh while the portfolio without Site C drops by $6/MWh which is due to different volumes of wind in each portfolio;



The Alternative Portfolio includes the costs of the Site C sunk costs, termination and remediation. As a result, when fewer additional future resources are added to the portfolio, the UEC cost of that portfolio increases;

Page 4 of 7



As demand decreases, the gap between the Portfolio UEC decreases, but even in the low load scenarios, the portfolio with Site C has a lower UEC; and



Note that Site C termination and remediation costs are included as costs in the “without Site C” portfolios rather than providing a credit to the “with Site C” portfolios. Site C sunk costs are in both portfolios.

REVISED RESPONSE: BC Hydro notes that it has revised the benefit for the small gap sensitivity in the table below. Note that this also responds to BCUC IR 2.32.0, which requests all assumptions associated with the Alternative Portfolio Block UEC calculation. Block UEC It is useful to provide some context regarding the Block UECs described in section 5.6 of our August 30 Filing, what information those Block UECs provide (and don’t provide), and how they relate to the portfolio analysis as described in section 5.5 and with the sensitivity analyses set out in section 8. BC Hydro’s main tool to compare resources is a portfolio present value cost analysis, and not Block UECs. This was described in our August 30 Filing in section 5.5: “Portfolio present value cost analysis (Portfolio PV Analysis) is BC Hydro’s main tool to compare resource options, and is standard utility practice for resource planning.”3 The use of simplified Block UEC analysis provides assistance in explaining the results of the Portfolio PV Analysis.4 A simplified Block UEC has the advantage of being easy to relate to in relation to the cost of a single resource, but is not able to account for a number of factors, including, for example,

3 4



the timing of when resource are required;



the value of surpluses in the electric system as difference resources are built;



the relative value of a resource in the context of seasonal and daily market prices; and



how well the particular resources meet the timing and shape of the load.

August 30 Filing, section 5.5, page 60, lines 5 to 7. August 30 Filing, section 5.6, page 60, lines 20 to 22.

Page 5 of 7

A significant amount of DSM (consistent with DSM Option 2) that is very cost effective but limited by the ability to ensure its delivery; and



Revelstoke Unit 6.

Page 6 of 7

same portfolio PV and portfolio UEC results for additional sensitivity scenarios requested by the Commission in future IR responses. Table

Sensitivity Analysis: Summary

Sensitivity Input Assumptions

Benefit vs Termination

Portfolio UEC with Site C

Portfolio UEC without Site C

($ billion present value)

($/MWh)

Base Case – Expected Load and Available Resources Project Cost Sensitivities

7.3

110

Budget plus Project Reserve of $440 million

7.1

110

Budget plus Project Reserve of $440 million, plus 10% increase to total costs

6.8

110

Termination and Suspension Costs Less 35%

7.0

109

Termination and Suspension Costs plus 100%

8.1

114

Small Gap – Low Load Forecast, Low DSM

6.46.1

6583

Base Case Less LNG Loads

6.7

Large Gap – High Load Forecast, Low DSM

10.6

129

158

Add Low Carbon Electrification section 5.2.3

11.1

144

164

($/MWh)

Load Sensitivities

Alternative Resource (Cost and Availability) Sensitivities IPP Costs -15% Reduction

6.2

103

Base Case with Additional DSM

6.9

113

Base Case with Max 7% Gas

6.8

106

30% Higher Returns in the Market For Site C

7.6

110

Low Electricity Market Price Scenario

7.1

111

Market Price Sensitivities

What these Portfolio UEC results show is: 



Page 7 of 7

portfolio without Site C drops by $6/MWh which is due to different volumes of wind in each portfolio; 



As demand decreases, the gap between the Portfolio UEC decreases, but even in the low load scenarios, the portfolio with Site C has a lower UEC; and



This is Exhibit 'D" mentioned and referred to in the Affidavit of Robert McCullough, affirmed before me in the City of Portland, in the

State of Oregon, this 31 st day of January, 2018.

A Notary

OFFICIAL STAMP

&TRACEY ELIZABETH BELDING NOTARY PUBUC-OREGON

COMMISSION NO. 939746

MY COMMISSION EXPIRES JUNE 03, 201 9

{18001-001/00637997.1}

Tom A. Loski Chief Regulatory Officer Phone: 604-623-4046 Fax: 604-623-4407 bchydroregulatorygroup@bchydro.com

March 11, 2016 Ms. Erica Hamilton Commission Secretary British Columbia Utilities Commission Sixth Floor â&#x20AC;&#x201C; 900 Howe Street Vancouver, BC V6Z 2N3 Dear Ms. Hamilton: RE:

British Columbia Utilities Commission (BCUC or Commission) British Columbia Hydro and Power Authority (BC Hydro) PUBLIC Site C Clean Energy Project â&#x20AC;&#x201C; Progress Report No. 2 F2016 Q3 - October to December 2015

BC Hydro writes to provide its public Site C Clean Energy Project Progress Report No. 2. Commercially sensitive and contractor-specific information has been redacted. A confidential version of the Report is being filed with the Commission only under separate cover. For further information, please contact Geoff Higgins at 604-623-4121 or by email at bchydroregulatorygroup@bchydro.com. Yours sincerely,

Tom Loski Chief Regulatory Officer st/ma

Enclosure (1)

British Columbia Hydro and Power Authority, 333 Dunsmuir Street, Vancouver BC V6B 5R3 www.bchydro.com

Site C Clean Energy Project

Quarterly Progress Report No. 2

F2016 Third Quarter

October 2015 to December 2015

PUBLIC

PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter â&#x20AC;&#x201C; October 2015 to December 2015

Table of Contents 1

2 3

Project Status ..................................................................................................... 1 1.1 Overview and General Project Status ....................................................... 1 1.2 Major Accomplishments, Work Completed, Key Decisions and Key Issues........................................................................................................ 3 1.2.1 First Nations Consultation ........................................................... 3 1.2.2 Litigation ..................................................................................... 3 1.2.3 Permits and Government Agency Approvals .............................. 4 1.2.4 Engineering and Construction..................................................... 7 1.2.5 Safety ....................................................................................... 11 1.2.6 Environment.............................................................................. 11 1.2.7 Employment .............................................................................. 14 1.2.8 Community Engagement & Communication ............................. 14 1.3 Key Procurement and Contract Developments ....................................... 18 1.3.1 List of Major Contracts Awarded (Excess of $50 million) .......... 19 1.3.2 Large Contracts to Date (Excess of $10 million) ....................... 20 1.3.3 Contract Management .............................................................. 20 1.4 Plans During Next Six Months ................................................................ 21 1.5 Impacts on Other BC Hydro Operations.................................................. 21 1.6 Site Photographs..................................................................................... 21 Project Schedule .............................................................................................. 22 2.1 Project In Service Dates .......................................................................... 22 Project Costs and Financing ............................................................................ 23 3.1 Project Budget Summary ........................................................................ 23 3.2 Project Expenditure Summary ................................................................ 23 3.3 Internal Project Financing versus External Borrowings To Date ............. 24 Material Project Risks....................................................................................... 25

List of Tables Table 1 Table 2 Table 3 Table 4 Table 5

Project Status Dashboard .................................................................. 2 Litigation Status Summary ................................................................. 3 Site Prep Works Permits and Authorizations ...................................... 5 General List of Future Permit Requirements ...................................... 6 Scope of Main Civil Works Contract ................................................. 10

Site C Clean Energy Project Page i

PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter â&#x20AC;&#x201C; October 2015 to December 2015

Table 6 Table 7 Table 8 Table 9 Table 10 Table 11 Table 12 Table 13 Table 14 Table 15 Table 16 Table 17 Table 18

Quality Management Non-Conformity Report Metrics ...................... 10 Safety Metrics .................................................................................. 11 Site C Jobs Snapshot ....................................................................... 14 Site C Job Fairs ................................................................................ 15 Public Enquiries Breakdown ............................................................. 16 Major Project Contracts and Delivery Models .................................. 19 Major Project Contracts Awarded ..................................................... 20 Key Milestones ................................................................................. 21 Project In-Service Dates................................................................... 22 Project Budget Summary ................................................................. 23 Total Project Expenditure Summary ($ million Nominal) Compared to Final Investment Decision ........................................... 23 Total Project Expenditure Summary ($ million Nominal) Compared to F2017F2019 Service Plan .......................................... 24 Material Project Risks....................................................................... 25

Appendices Appendix A Appendix B Appendix C Appendix D Appendix E Appendix F

Site Photographs Summary of Individual Contracts Exceeding $10 million Project Progression Detailed Project Expenditures Workforce Overview Preliminary Construction Schedule

Site C Clean Energy Project Page ii

PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter â&#x20AC;&#x201C; October 2015 to December 2015

Project Status

This Quarterly Progress Report No. 2 (Report No. 2) provides information concerning

the Site C Clean Energy Project (Project) covering the period from October 1, 2015 to

December 31, 2015.

1.1

The Project will construct a third dam and hydroelectric generating station on the Peace

River in northeast B.C. to provide 1,100 megawatts of capacity, and produce about

5,100 gigawatt hours per year. In December 2014, the Project received approval from

the provincial government to proceed to construction. The Project is in Implementation

Overview and General Project Status

Phase and construction commenced July 27, 2015.

Construction activity for the Site C project has steadily increased over the fall with

approximately 518 workers on site in December 2015. On the north bank of the dam

site, construction of access roads is still underway with the Left Bank Excavation works

under full progress. River Road, which will provide access to the Peace River

Construction Bridgeâ&#x20AC;&#x2122;s North Approach, will remain under construction until the end of

June 2016. The Peace River Construction Bridge is progressing well from the South

Abutment and is on schedule for completion at the end of March 2016. Over

250 hectares of clearing has been completed between the north and south bank of the

dam site. Merchantable logs harvested from the North Bank have been delivered to

local mills in Fort St. John and logs from the South Bank will be delivered to local mills

once the Peace River Construction Bridge has been completed.

Construction of the Worker Accommodation Camp continues with the initial opening of

300 rooms and the onsite Construction Management Site Office infrastructure expected

for a March 1, 2016 occupation.

The Construction Management Team is currently working with the Peace River Hydro

Partners to prepare for their mobilization to site, anticipated to commence in the last

couple of weeks of January. Recruitment for administration of this major contract is Site C Clean Energy Project Page 1

PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter – October 2015 to December 2015

currently underway and all efforts are focused on providing substantial opportunities for

local candidates.

Overall, the progression of work is on track to achieve the BC Hydro Board of Directors

(Board) approved in-service dates; the first unit is expected to come on line in

December 2023 and the final in-service date is expected in November 2024. Costs are

still forecast to come within the Board approved P50 amount ($8.335 billion).

Table 1 provides a dashboard based on the Project status as at December 31, 2015.

8 9

Table 1

 Green: No Concerns;  Amber: Some Concerns but in Control;  Red: Serious Concerns Status as of:

December 31, 2015

Overall:



Overall Assessment



The Project is on track for overall scope and schedule. The Project is on track with the Project completion date of November 20241.

Schedule ISDs



The overall schedule and progress remains on track to achieve the planned In Service Dates.

Cost



Near term expenditure projections have increased but the overall cost forecast remains on track. Total project cost is forecast to be within budget. There have been no draws on Treasury Board reserve.

Permits and Environmental



Provincial Permits: Some permit applications are currently under review by Forest, Lands and Natural Resource Operations, but have not yet been issued. It is anticipated that these permits will be issued in time for the specific construction activities to commence as scheduled. The Water Licence decision is anticipated to be issued in February 2016. Federal Authorizations: Applications for Main Civil Works were submitted to both Transport Canada and Fisheries and Oceans Canada for review. Environment: 70 minor incidents occurred over the quarter. The majority of the incidents (66/71) were related to equipment spills (either fuel/hydraulic or antifreeze) and were inconsequential from a regulatory and environmental perspective. One incident was classified at a moderate level (S2) due to regulator interest although no environmental impact is acknowledged.



Project Status Dashboard

Risks



Identified risks are being managed and treatments are in place. For details refer to section 4 Material Project Risks below.

First Nations



Offers to negotiate Impact Benefit Agreement have been made to all First Nations significantly affected by the Project.

Regulatory and Litigation



Decisions made by the Crown may be subject to additional judicial reviews by First Nations and others who may oppose the project.

Safety



No Level 1 or 2 safety incidents have occurred at the construction site in this quarter.

The Board approved In Service Dates for total Project completion November 2024

Site C Clean Energy Project Page 2

PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter â&#x20AC;&#x201C; October 2015 to December 2015

1.2

Major Accomplishments, Work Completed, Key Decisions and Key Issues

1.2.1

First Nations Consultation

Pursuant to the Environmental Assessment Certificate and Federal Decision Statement,

BC Hydro is required to consult with 13 Aboriginal groups with respect to the

construction stage of the Project. This consultation includes provision of information on

construction activities, support for the permit review process, and review and

implementation of mitigation, monitoring and management plans, and permit conditions.

Efforts are ongoing to conclude impact benefit agreements with ten First Nations.

1 2

1.2.2

Litigation

Of seven legal challenges initiated to date, two were discontinued, four were dismissed

by the courts, one hearing is ongoing and is expected to finish by February 2016 and

three appeals were filed. The details are summarized in Table 2 below.

Table 2

Litigation Status Summary Outcome

Date

Federal Court: Federal Environmental Approval Mikisew Cree Athabasca Chipewyan

Two judicial reviews were discontinued after agreements were reached with BC Hydro and the federal government

July 16, 2015

Peace Valley Landowner Assoc.

Dismissed; no appeal filed

August 28, 2015

Prophet River First Nation West Moberly First Nations

Dismissed Appeal filed No hearing date yet

August 28, 2015 September 30, 2015

B.C. Supreme Court: Provincial Environmental Assessment Certificate Peace Valley Landowner Assoc.

Dismissed Appeal filed Hearing date set

July 2, 2015 July 30, 2015 April 4 to 5, 2016

Prophet River First Nation West Moberly First Nations

Dismissed Appeal filed No hearing date yet

September 18, 2015 October 19, 2015

Site C Clean Energy Project Page 3

PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter â&#x20AC;&#x201C; October 2015 to December 2015

Outcome

Date

B.C. Supreme Court: Provincial Permits Prophet River First Nation West Moberly First Nations

Injunction application dismissed Hearing of Petition underway (not complete)

August 28, 2015 November 17 to 23, 2015; adjourned to February 2016 to complete hearing.

Status as of December 31, 2015.

1.2.3

Permits and Government Agency Approvals

1.2.3.1

Background

In addition to the Environmental Assessment Certificate and the Federal Decision

Statement, provincial permits and federal authorizations are required to construct the

Project. Timing of the application for these permits and authorizations is staged and

aligned with the construction schedule, availability of detailed design information, and by

Project component.

1.2.3.2

Provincial Permits

The strategy for Site C provincial permits involves a phased approach to the submission

of applications to the Ministry of Forests, Lands and Natural Resource Operations

based on Project components and construction schedule.

Table 3 below provides a list of permits and authorizations that have been issued for

site preparation works at the dam site, for vegetation clearing and quarries/pits. The

project received three authorizations in this reporting period. Nine additional permits

were expected to be issued in December 2015 but are now anticipated for

January 2016.

Site C Clean Energy Project Page 4

PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter – October 2015 to December 2015

Table 3

Site Prep Works Permits and Authorizations

Required Permit/Approval

Process Initiation/ Application Date

Approval Date/ Forecast Decision Date

BC Environmental Assessment Certificate Federal Decision Statement (revised date)

Submitted EIS Jan 2013

October 14, 2014 – EAC November 25, 2014 – FDS

Crown Land Tenures

April 2014

July 7, 2015

Water Act (section 8&9)

April 2014

July 7, 2015

Occupant Licence to Cut

April 2014

July 7, 2015

Mines Act (Notice of Works)

April 2014

July 7, 2015

Wildlife Act

April 2014

July 7, 2015

Heritage Conservation Act

November 2014

July 14, 2015

Fisheries Act Authorization – Site Preparation

October 2014

September 30, 2015

Navigation Protection Act Authorization

October 2014

September 29, 2015

Removal of land from Agricultural Land Reserve

December 2014

April 2015

Floating Dock Installation – Notification

October 2015

October 30, 2015

Peace River Safety Buoys – Notification Amendment

November 2015

November 3, 2015

Moberly River Crossing – Notification for Crossing 3, 4, 5, 61, 62

December 2015

December 29,2015

Fisheries Act Authorization – Civil Works

December 2015

Forecast: April 2016

Navigation Protection Act Authorization – Civil Works

October 2014

Forecast: April 2016

34 Permit applications currently under review with Forests, Lands and Natural Resource Operations

Various dates in 2015

December 2015 Forecast: May 2016

Water Licence Diversion & Storage

2008

Forecast: February 2016

The Water Licence for diversion and storage is currently under review with the Water

Comptroller’s office. The review includes a written hearing with two rounds of comments

and responses as well as First Nations consultation. The hearing portion of the process

was completed in December 2015 and the Water Comptroller is expected to make a

decision in February 2016.

1.2.3.3

Table 4 below lists the general categories of future provincial permit requirements for

the different Project components.

Future Provincial Permits

Site C Clean Energy Project Page 5

PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter – October 2015 to December 2015

Table 4 Project Component

General List of Future Permit Requirements Key Permit Requirements

Required Date

Main Civil Works

Water Licence st 1 Leaves to Commence Wildlife Act (fish, amphibian salvage) Water Act (section 8 – short term use)

February 2016 April 2016 May 2016 July 2017

Highway 29 Realignment (Cache Creek section)

Land, Water, Wildlife, Heritage Conservation, Forest Acts

May 2016

Other sections

Land, Water, Wildlife, Heritage Conservation, Forest Acts

Fall 2016 and beyond

Transmission

Land, Water, Wildlife, Heritage Conservation, Forest Acts

August 2016

Quarries/Pits

Land, Water, Wildlife, Heritage Conservation, Forest, Mines Acts

Spring 2016

Mitigation Works (e.g., Fish and Wildlife)

Water Act, Wildlife Act

TBD

5 6

Assumptions:  Permit requirements listed are general in nature. Additional permits may be identified and required under the various acts as detail design and construction proceeds for the different Project components.  The date required is subject to change based on changes to the construction design, methods and/or schedule and the consultation process currently being discussed with the Province, DFO and Transport Canada.

Future applications include Land, Water, Wildlife, Forest, Mines, and Heritage

Conservation Act permits for the Main Civil Works, transmission line, Highway 29

realignment, quarries and pits and the mitigation and monitoring works (e.g., fish

2 3 4

contouring for minimizing the risk of fish stranding). Weekly meetings with the Ministry

of Forests, Land and Natural Resource Operations are continuing to ensure that these

future applications meet the scheduling needs of the Project.

1.2.3.4

The Navigation Protection Act application for construction and reservoir filling is

complete and Transport Canada is consulting on components in preparation for

authorization issue. A Fisheries Act authorization is also required and BC Hydro

submitted the application in December 2015. The application includes the authorization

for reservoir filling. The Department of Fisheries and Oceans’ consultation period began

in late December 2015.

Future Federal Authorizations

Site C Clean Energy Project Page 6

PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter – October 2015 to December 2015

1.2.4

Engineering and Construction

1.2.4.1

Engineering

The implementation design of the Power Intakes and Spillways is progressing with

tender specifications and drawings targeted to be complete by the end of April 2016 for

the Intakes and end of June 2016 for the Spillways. These dates are slightly later than

last forecast as a result of additional analysis and design required for some of the

structures. The tender design schedule for the powerhouse has been updated based on

the award date for the turbine generator contract with completion by end of

September 2016. Main Civil Works implementation design is continuing and the issuing

of the construction drawings is planned to commence following contract award.

Implementation design is underway for the 500 kV transmission lines, Peace Canyon

500 kV Gas Insulated Substation and Site C substation. The next Technical Advisory

Board meeting has been scheduled for the week of April 25, 2016.

1.2.4.2

Refer to Appendix F for the full preliminary construction schedule.

North (Left) Bank Site Preparation

Key contract scope for North Bank Site Preparation includes constructing approximately

7 km of access roads and excavation of approximately 2 million cubic metres of

material.



Construction

Construction of the North Bank Access Road was suspended due to winter ground

conditions at the onset of December. Regional snow accumulation commenced

December 3, 2015. Foundation work for North Bank Access Road Proprietary

Structure is scheduled to commence in January 2016 and the road will be passable

for the Main Civil Works contractor. Although this task will be completed after our

expected completion date, it will not impact the critical path;

26 27



In River Work excavations commenced on October 14, 2015. The forecasted completion date for the North Bridge Approach has been pushed back Site C Clean Energy Project Page 7

PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter – October 2015 to December 2015

approximately 32 days (to February 2, 2016) which does not currently impact the

schedule for the Peace River Construction Bridge. This task is progressing to the

new anticipated date;



River Road embankment construction commenced from both west and east

approaches. River Road Zone A embankment completion is progressing according

to plan;



clearing is progressing according to plan; and

8 9

Approximately 218 of 220 hectares have been cleared on the North Bank and



Stage 1 of Left Bank Excavation (approximately 1.37 million cubic meters) has

been substantially completed with surplus material not suitable for construction

purpose relocated to fill. This is progressing according to plan.

South (Right) Bank Site Preparation

South Bank site preparation work has commenced in September 2015 and includes

vegetation clearing, construction of new access roads, a temporary substation pad, and

a new rail siding.



About 590 of 620 hectares have been cleared on the South Bank and progressing ahead of plan;

17 18



The temporary Moberly River Bridge was installed;



The new Septimus rail siding was not completed to final elevation due to winter

weather. Work will resume spring 2016 and there is currently no anticipated

consequence of delay to the Main Civil Works Contractor at this time;



resume spring 2016 and is progressing according to plan;

23 24 25

Phase 1 of the Septimus access roads have been completed to subgrade. Work to



Temporary Substation pad has been completed to final grade on schedule and construction of temporary substation pad access roads to final grade will continue

Site C Clean Energy Project Page 8

PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter – October 2015 to December 2015

in 2016. In-service date for the Temporary Substation is anticipated for July 2016

and is progressing according to plan; and



Peace River Construction Bridge commenced construction and one of

two abutments, three of 17 piers and two of 18 spans have been installed. Peace

River Construction Bridge is on schedule for a March 31, 2016 completion date.

Worker Accommodation

Full contract was signed in September 2015.



Site grading substantially completed;



Piling for dormitories and core completed December 2015;



A temporary 300 person work camp commenced partial occupancy September 29, 2015 and full occupancy in October 2015; and

11 12



Crane setting of Permanent (Main) Camp Phase 1 dormitory structures completed

December 4, 2015. Additional work such as electrical, plumbing, mechanical,

telecommunications, etc. is in progress for scheduled Phase 1 In-Service date of

February 29, 2016.

Ministry of Transportation and Infrastructure Public Road Upgrades

The Ministry of Transportation and Infrastructure’s contractor, Al Simms and Sons, was

able to complete the upgrading of 269 Road (0.9 km) including paving prior to winter

shutdown. The Contractor also commenced work on 240 Road (1.5 km). Road

widening, drainage improvements and road base construction were completed on

November 18, 2015, prior to winter shutdown. The remaining works on 240 Road will be

completed in late spring 2016.

Main Civil Works

The Main Civil Works contract was signed on December 18, 2015. The contractor is

Peace River Hydro Partners, a partnership between ACCIONA Infrastructure Canada

Inc., Samsung C&T Canada Ltd, and Petrowest Corporation. Peace River Hydro Site C Clean Energy Project Page 9

PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter â&#x20AC;&#x201C; October 2015 to December 2015

Partners are planning to mobilize to site in February 2016. The scope of the Main Civil

Works contract is described in Table 5.

Table 5

Scope of Main Civil Works Contract

Component

Description

Diversion works

Two approximately 11 metre diameter concrete-lined tunnels approximately 750 metres in length.

Excavation and bank stabilization

Approximately 26 million cubic metres of overburden and rock excavation.

Relocation

Relocation of surplus excavated material (including management of discharges).

Dams and Cofferdams

A zoned earth embankment 1,050 metres long and 60 metres above the present riverbed and stage 1 and 2 cofferdams.

Roller Compacted Concrete

Buttress 800 metres long with 2 million cubic metres of concrete.

Quality Management

Implementation and monitoring of Quality Control and Quality Assurance Plans are

required of all contractors. Table 6 below identifies quality management nonconformity

instances during the quarter ending December 31, 2015.

8 9

Table 6 Contract

10 11 12

Contractor

Quality Management Non-Conformity Report Metrics Reported this Period

Closed this Period 3

N/A

North Bank Site Preparation

Morgan Construction & Environmental

South Bank Site Preparation

Duz Cho Construction

Peace River Construction Bridge

Saulteau Ruskin 1**

Reported to Date

Closed to Date

The two nonconformity incidences reported were width of underdrain trench excavation (open) and ditch excavation depths (closed). ** The one nonconformity reported was galvanized bolts and couplers in contact with unpainted girder (closed).

Site C Clean Energy Project Page 10

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1.2.5

Safety

There has been no Level 1 or 2 incidents at the construction site in this reporting period.

Table 7 below identifies the project safety metrics during the quarter ending

December 31, 2015.

Table 7

Safety Metrics Reported this Period

Reported since Inception

Severity (number of calendar days lost due to injury per 200,000 hours worked)

Lost Time Injury Frequency (number of injuries resulting in lost time per 200,000 hours worked)

Fatality & Serious Injury

Contractor near miss reports Lost time incidents Equipment/property damage reports**

* Complete information not provided by the contractors ** Types of equipment and property damage include vehicle damage, minor electrical fire damage, etc.

Of the contractor near miss reports, 85 per cent were Level 3 type (lowest severity).

1.2.6

Environment

1.2.6.1

Mitigation, Monitoring and Management Plans

In accordance with Environmental Assessment Certificate conditions, environmental

management, mitigation and monitoring plans have been developed. Draft plans were

submitted to regulators, local governments and potentially affected Aboriginal groups.

Comments were incorporated into the final plans, which were submitted on

June 5, 2015.

Additional plans are in the development process, as required by Environmental

Assessment Certificate conditions. The Fish and Fish Habitat Monitoring and Follow-up

Program and the Agriculture Monitoring and Follow-up program were submitted to the

regulators in October 2015.

Excludes health events unrelated to work standards.

Site C Clean Energy Project Page 11

PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter â&#x20AC;&#x201C; October 2015 to December 2015

Overall, a compliance database has been developed to monitor and track compliance

with all Environmental Assessment and permit conditions. The database is undergoing

quality assurance review and supporting evidence and data is being compiled to

support future reviews and provide regular reporting.

During the reporting period, construction of a temporary causeway was initiated outside

of the planned location. BC Hydro issued a Stop Work order and notified regulatory

agencies. The work location was corrected, no environmental damages are identified,

and the area is within the overall footprint of the permanent dam construction footprint.

The Department of Fisheries & Oceans issued a warning letter after conducting an

investigation.

1.2.6.2

Inspectors from Environmental Assessment Office, Canadian Environmental

Assessment Agency and Forest, Land and Natural Resource Operations attended a two

day inspection of Site C construction in December 2015. A draft inspection report will be

available in the fourth quarter of F2016.

Inspections are expected to take place twice per year. In addition, independent

environmental monitors, contractor and BC Hydro monitors are conducting compliance

checks on an ongoing basis.

1.2.6.3

In accordance with a number of Environmental Assessment Conditions and the Federal

Decision Statement, the Site C Heritage Management Resource Plan addresses the

measures that will be used to mitigate the adverse effects of the Project on heritage

resources. The 2015 Heritage Work Plan was completed in October 2015, on schedule.

The work included archaeological impact assessments and systematic data recovery at

known heritage sites in the Project Area Zone in accordance with BC Heritage

Conservation Act requirements.

Environmental Compliance Inspections

Heritage

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PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter â&#x20AC;&#x201C; October 2015 to December 2015

In addition, where known archaeological sites were altered through construction

activities and where required by the Heritage Conservation Act Site Alteration Permit,

mitigation involving concurrent monitoring or surface inspections of known archaeology

sites was performed.

1.2.6.4

Stakeholder Consultation for Agricultural Mitigation and Compensation Plan

Agricultural stakeholder consultation is in progress in order to address Environmental

Assessment Certificate Condition 30 requirements and to support the development of

the Agriculture Mitigation and Compensation Plan. BC Hydro has established a

Consultation Steering Committee comprised of staff from BC Hydro, the Ministry of

Agriculture, and the Ministry of Energy and Mines to guide consultation. A discussion

guide and feedback form was developed and distributed to include information items

and consultation topics that will inform stakeholders and request feedback on the

proposed framework for the Agricultural Mitigation and Compensation Plan Framework,

and proposed options for the structure of the $20 million Agricultural Compensation

Fund, including governance, eligibility criteria, and payment stream options.

The consultation period is planned for November 2015 to the end of January 2016 to

accommodate the seasonal availability of farmers and the agricultural industry. The first

meeting was held in December 2015 and was well attended. Participants invited to

consultation meetings include: Regional agricultural associations; horticulture

stakeholders; regional governments; agencies; research and educational organizations;

affected agriculture land owners and tenure holders, and First Nations groups.

Following the consultation period, a Consultation Summary Report and Consideration

Memo will be produced documenting input received from agricultural stakeholders

during the consultation period and how it will be considered in the development of the

Agricultural Mitigation and Compensation Plan framework, and in the subsequent

preparation of the draft and final plan.

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PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter – October 2015 to December 2015

1.2.7

Employment

Contractors submit monthly workforce data electronically to BC Hydro. Table 8 shows a

snapshot of the number of workers for this quarter by month.

Table 8 Month

Site C Jobs Snapshot Number of B.C. Workers*

Number of Total Workers*

October 2015

457

641

November 2015

314

482

December 2015

345

518

Data is subject to change based on revisions received from the contractors

Refer to Appendix E for additional workforce information. The number of workers

continues to vary as the construction work progresses. For example, it is expected that

some work will not be able to be conducted during the winter months.

The Main Civil Works contractor, Peace River Hydro Partners, has indicated that

approximately 1,500 workers will be working at the peak of construction. As these job

opportunities become available, they will be posted on the WorkBC website as well as

on the local Fort St. John’s WorkBC Employment Centre’s website (Employment

Connections).

BC Hydro will continue to work with the contractors on site to facilitate reporting of

workforce information such as the types of jobs, number of apprentices, and the

diversity of their workforce. Some preliminary data is available but we anticipate being in

a position to more thoroughly report on these additional categories of information as the

construction progresses and the size of the work force increases.

1.2.8

Community Engagement & Communication

1.2.8.1

Local Government Liaison

BC Hydro concluded community measures agreements with the District of Taylor

(January 2014) and the District of Chetwynd (January 2013). To enable implementation

of these agreements, BC Hydro has ongoing meetings and correspondence with senior

Site C Clean Energy Project Page 14

PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter – October 2015 to December 2015

staff from the District of Taylor and the District of Chetwynd to review the status of

implementation of the measures in their respective community measures agreements

and provided each community with a status update.

Final discussions are underway with the City of Fort St. John to achieve a legal

agreement addressing community mitigation measures. Negotiations are also

continuing with the District of Hudson’s Hope and the Peace River Regional District with

respect to a community measures agreement for mitigation during construction. A

separate Legacy Benefit Agreement was reached with the Peace River Regional District

in 2014 that will provide legacy benefit payments for 70 years once the Project is

operational.

1.2.8.2

BC Hydro along with the BC Chamber of Commerce jointly hosted job fairs and

business-to-business networking sessions during the week of October 5, 2015 in

Tumbler Ridge, Chetwynd and Fort St. John. Contractors attending included ATCO,

Morgan and Saulteau Securiguard, and partners include the BC Chamber and local

Chambers of Commerce, Ministry of Jobs, Tourism & Skills Training, WorkBC, Northern

Lights College and Industry Training Authority. There was a large interest in the region,

as over 1,000 job seekers attended the three job fairs and 214 businesses participated

in the business-to-business networking sessions. Table 9 shows the breakdown of the

number of job fair attendees by location.

Table 9

Business Liaison and Outreach

Site C Job Fairs

Job Fair Location

Number of Attendees

Tumbler Ridge – October 5, 2015

228

Chetwynd – October 6, 2015

249

Fort St. John – October 8, 2015

535

Total Attendees

1,012

Additional Business-to-Business Networking sessions are planned during the weeks of

January 25 to 27, 2016 and February 2 to 3, 2016 with Job Fairs following in late

February and early March. Site C Clean Energy Project Page 15

PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter – October 2015 to December 2015

1.2.8.3

Community Relations and Consultation

BC Hydro continued to implement its construction communications program during the

quarter. Biweekly Construction Bulletins were issued throughout this period. With

construction activities increasing, there was an increase in public enquiries during the

quarter. In total, BC Hydro received 996 public enquiries between October and

December 2015, up from 622 the previous quarter. The majority of these enquiries

continued to be about business and job opportunities, although there were also

construction impact concerns from local residents. Table 10 shows the breakdown of

some of the most common enquiry types.

Table 10 Enquiry Type Job Opportunities

Public Enquiries Breakdown October

November

December

226

244

221

Business Opportunities

Construction Impact

This table is a sample of enquiry types and does not include all enquiry types received.

A new online feedback form was added to the Site C website to provide an additional

avenue for people to provide feedback, complaints or ask questions.

1.2.8.4

During the reporting period there was a total of 449 media articles, compared to

209 stories in the previous quarter. Key communications activities included:



Communications and Government Relations

On November 3, 2015 BC Hydro announced the milestone of 100 days of

construction. This included a news release with key facts about construction, as

well as a four page newsletter on construction activities. This was followed by a

local media tour of the construction site;



Army as part of Site C mitigation measures; and

22 23 24

On November 23, 2015 BC Hydro announced a $200,000 donation to the Salvation



On November 26, 2015 BC Hydro announced it had selected a preferred proponent for the main civil works contract. Site C Clean Energy Project Page 16

PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter – October 2015 to December 2015

On December 21, 2015 BC Hydro announced that it had concluded a contract for main

civil works with Peace River Hydro Partners

1.2.8.5

BC Hydro has established Memorandum of Understanding agreements with the

following three organisations to support the provision of emergency or transitional

housing:



$25,000 to Sky’s Place, a second stage housing program for women with children who are leaving abusive relationships;

8 9

Housing Plan and Housing Monitoring and Follow-Up Program



$25,000 to the Meaope Transition House for Women that provides a 24-hour safe

and secure shelter for women who are victims of violence or abuse, and their

children; and

12 13



$200,000 to the Salvation Army Northern Centre of Hope to support shelter and transitional beds.

These agreements commit a total of $250,000 to support emergency or transitional

housing providers in the City of Fort St. John. Once funds are transferred, BC Hydro will

have addressed Measure 5 of the Housing Plan: Emergency or Transitional Housing

Provider Contribution and Condition 48 of the Environmental Assessment Certificate.

In accordance with Environmental Assessment Certificate Condition 48, BC Hydro will

expand affordable rental housing supply in Fort St John by building 50 rental units to be

owned and operated by BC Housing and with 40 units to be used by Site C workers

until the project construction is complete. Upon completion of Site C, the 40 worker

housing units will be made available to low and moderate income households.

In April 2015, BC Housing completed a Request for Information seeking to understand

market capacity for construction of energy efficient housing and availability of a suitable

site for 50 units. BC Housing reviewed the findings of the Request for Information with

Site C Clean Energy Project Page 17

PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter â&#x20AC;&#x201C; October 2015 to December 2015

BC Hydro and stated they were satisfied that there is sufficient capacity in the market

for construction of an R2000 energy efficient building and adequate available sites.

1.2.8.6

In accordance with Environmental Assessment Condition 53, BC Hydro is to provide

additional daycare spaces in Fort St. John to increase spousal participation in the labour

market. BC Hydro and School District 60 have agreed to pursue negotiations toward a

contribution agreement for BC Hydro to provide capital funding for a new child care

facility in the new elementary school to be built in Fort St John. As of

December 31, 2015, negotiations are on track.

Labour and Training Plan

1.2.8.7

Health Care Services Plan and Emergency Service Plan

BC Hydro continues to work with the Northern Health Authority on the development of

scope for a Project Health Clinic service provider. In addition, the Project team has met

with B.C. Ambulance Service local staff to provide information about the Projectâ&#x20AC;&#x2122;s plan

for first aid and emergency transport of workers and receive feedback on plans for

health care services for Project workers.

1.2.8.8

In this reporting period, all properties agreements required for upgrades to the

BC Hydro distribution lines were finalized. As of December 31, 2015, BC Hydro has the

property interests in the dam site area it requires to continue with construction work

planned for 2016. Discussions have been initiated and are on track with owners, and/or

their legal counsel, who own land that will be impacted by the conveyor system to the

dam site area (three land holdings), the transmission line (two land holdings), and the

Cache Creek highway realignment (eight land holdings).

1.3

The Project procurement approach was approved by the Board of Directors in

June 2012 for the construction of the Project. The procurement approach defined the

Properties Acquisitions

Key Procurement and Contract Developments

Site C Clean Energy Project Page 18

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scope of the major contracts and their delivery models, as summarized in Table 11

below.

Table 11 Component

Major Project Contracts and Delivery Models Contract

Procurement Model

Anticipated Timing

Worker Accommodation

Worker Accommodation and site services contract

Design-BuildFinance-OperateMaintain

Completed

Earthworks

Site Preparation contracts

Predominantly Design-Bid-Build

Various, through F2016

Main Civil Works contract

Design-Bid-Build

Contract Award: Q3 F2016

Reservoir Clearing

Multiple reservoir clearing contracts to be awarded over 7 to 8 years

Design-Bid-Build

One Agreement awarded for the Lower Reservoir

Generating Station and Spillways

Turbines and Generators contract

Design-Build

Contract Award: Q4 F2016

Generating Station and Spillways Civil contract

Design-Bid-Build/ Design-Build

Commence: Q1 F2017

Hydromechanical Equipment contract

Supply Contract

Commence: Q1 F2017

Powertrain Balance of Plant Equipment Supply

Supply Contracts

Commence: 2017 â&#x20AC;&#x201C; 2018

Completion Contract (Powertrain Balance of Plant Equipment Installation)

Install Contract

Commence: 2019

Electrical and Transmission Infrastructure

Transmission Lines contract

Design-Bid-Build

Various, through F2017

Site C substation contract

Design-Bid-Build

F2017

Peace Canyon Substation upgrade contract

Design-Build

Contract Award: Q1 F2017

Highway 29 Realignment

Design-Bid-Build in partnership with BC Ministry of Transportation and Infrastructure with anticipated award of the first contracts in 2017 with subsequent contract being awarded through 2018 - 2019.

1.3.1

List of Major Contracts Awarded (Excess of $50 million)

Since inception of the Project, three major contracts (i.e., greater than $50 million in

value) have been awarded: Worker Accommodation, Site Preparation: North Bank, and

Main Civil Works. The contracts were procured through a public competitive process

and awarded based on a rigorous evaluation process within the budget established for

each contract. A list of contracts in excess of $50 million is shown in Table 12 below. Site C Clean Energy Project Page 19

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Table 12

Major Project Contracts Awarded

Work Package

Contract Value

Site Preparation: North Bank ($ million)

Current Status Contract executed July 2015.

Worker Accommodation ($ million)

464

Contract executed September 2015

Main Civil Works ($ billion)

1.75

Contract executed December 2015

The Turbine and Generator contract is expected to be awarded in the next three months

and it is currently on track. This work package is being procured through a public

competitive process and is currently under evaluation. In 2016, procurement of two

major work packages will commence: Generating Station and Spillways Civil contract

and Hydromechanical equipment. Preparations for the procurement of these work

packages are currently on track.

1.3.2

BC Hydro has provided a table in Appendix B which shows the breakdown to date of the

Large Contracts to Date (Excess of $10 million)

contracts awarded in excess of $10 million and cumulative variances.

1.3.3

Contract Management

1.3.3.1

Material Changes to the Major Contracts

There have been no material changes to the Major contracts to date.

1.3.3.2

The project is on track to manage budget within the approved amounts including

contingency. The project budget includes contingency of $794 million in nominal dollars.

There have been no draws on project reserve to date. Refer to Appendix D for more

detailed information regarding contingency and project reserve draws.

Contingency and Project Reserve Draws

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1.4

The key milestones for the next six months are listed in Table 13.

Plans During Next Six Months

Table 13 Milestone

Key Milestones Forecast Date4

F2017F2019 Service Plan3

Leave to Commence for Major Civil Works

February 2016

February 2016 April 2016

Delayed*

Peace River Temporary Bridge Complete

May 2016

On Track

Worker Accommodation â&#x20AC;&#x201C; Phase One

February 2016

February 2016 February 2016

On Track

Award Turbines & Generators Contract

March 2016

On Track

Site Clearing Complete North and South Bank

March 2016

On Track

Ministry of Transportation & Infrastructure: North Bank Roads (240) Work

October 2015

October 2016

September 2016

On Track

Ministry of Transportation & Infrastructure: North Bank Roads (271) Work

October 2015

June 2016

On Track

Site Prep North Bank Complete

February 2016

June 2016

On Track

Main Civil Works Commence Mobilization to site

September 2016

Mar. 2016

Feb. 2016

On Track

Main Civil Works Commence Left Bank Excavations

January 2017

June 2016

April 2016

On Track

March 2016

Float (Months)

Status5

Final Investment Decision Plan Date2

1.5

For the reporting period, there were no material impacts on the generation operation at

the GM Shrum and Peace Canyon Dams or on water management at the Williston and

Dinosaur reservoirs.

1.6

Main Civil Works Contractor still developing Leave to Commence submittal information to meet required quality.

Impacts on Other BC Hydro Operations

Site Photographs

Refer to Appendix A for Site Construction photographs.

2 3

4 5

Based on plan at Final Investment Decision, December 2014. Based on BC Hydro F2017-F2019 Service Plan approved in January 2016. Based on January Month End Progression. Status based on comparison to BC Hydro F2017-F2019 Service Plan.

Site C Clean Energy Project Page 21

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Project Schedule

2.1

Project In Service Dates

BC Hydro currently shows all in service dates on track per Table 14.

Table 14 Description/Status

Project In-Service Dates Financial Investment Decision Planned ISD6

F2017F2019 Service Plan7

Status8 and Comments

October 2020

September 2020

On Track

November 2020

October 2020

On Track

July 2023

September 2023

On Track

Unit 1 (First Power)

December 2023

On Track

Unit 2

February 2024

On Track

Unit 3

May 2024

On Track

Unit 4

July 2024

On Track

Unit 5

September 2024

On Track

Unit 6

November 2024

On Track

5L5 500kV Transmission Line Site C Substation 5L6 500kV Transmission Line

(e.g., Complete, On Schedule, Delayed, Possibly Delayed, Probable Delayed)

The approved Final Investment Decision schedule involved the first unit coming into

service in December 2023. The Project has advanced implementation phase activities

to mitigate schedule risk.

6 7 8

Based on plan at Final Investment Decision, December 2014. Based on BC Hydro F2017-F2019 Service Plan approved in January 2016. Status based on comparison to BC Hydro F2017-F2019 Service Plan.

Site C Clean Energy Project Page 22

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Project Costs and Financing

3.1

Project Budget Summary

Table 15 below presents the overall Project Budget, based on the Final Investment

Decision (December 2014), represented in nominal dollars.

Table 15

Project Budget Summary Description

Capital Amount (Nominal $ million) *

Dam, Power Facilities, and Associated Structures

4,120

Offsite Works, Management and Services

1,575

Total Direct Construction Cost

5,695

Indirect Costs

1,235

Total Construction and Development Cost

6,930

Interest During Construction

1,405

Project Cost, before Treasury Board Reserve

8,335

Treasury Board Reserve

440

Total Project Cost

8,775

3.2

Table 16 provides a summary of the Final Investment Decision approved total Project

cost, the current forecast total Project cost and the variance between the two; and the

Budget values are rounded to the nearest $5 million and include allocations of contingency.

Project Expenditure Summary

plan to date amounts, the actual costs to date and the variance between the two.

11 12 13

Table 16

Description

Total Project Costs1 Treasury Board Reserve Authorized Project Cost

Final investment Decision

Total Project Expenditure Summary ($ million Nominal) Compared to Final Investment Decision Forecast

8,335

440

8,775

Forecast vs Final Investment Decision Approved Budget

Actuals to Date

Variance

578

694

(116)

578

694

(116)

Final Investment Decision Plan to Date

Site C Clean Energy Project Page 23

PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter – October 2015 to December 2015

Table 17 provides a summary of the F2017-F2019 Service Plan total Project cost, the

current forecast total Project cost and the variance between the two; and the plan to

date amounts, the actual costs to date and the variance between the two.

4 5 6

Table 17

Description

Total Project Costs1 Treasury Board Reserve Authorized Project Cost

F2017F2019 Service Plan

Total Project Expenditure Summary ($ million Nominal) Compared to F2017F2019 Service Plan Forecast

8,335

$8,335

440

8,775

Forecast vs F2017F201 9 Service Plan

F2017F2019 Service Plan to Date

Actuals to Date

Variance

734

694

734

694

There is no variance between the total project costs approved in the Final Investment

Decision and the total project costs approved in the F2017-F2019 Service Plan.

Variances between the plan to date amounts occur due to differences in the timing of

project implementation activities.

Variances are primarily due to later than planned signing of agreements with some First

Nations and Fort St. John resulting in lower than planned spends on Mitigation and

Compensation expenditures. Further explanations are in Appendix D.

3.3

To date, all project funding has been from internal borrowings. There have been several

discussions with BC Hydro’s Board, the Debt Management Branch, the past Deputy

Minister of Finance and Treasury Board Staff on a debt hedging strategy for BC Hydro’s

borrowing requirements (which include expenditures related to Site C) over a ten-year

period. In addition to portfolio adjustments that are currently being implemented

whereby BC Hydro is reducing its exposure to variable rate debt and increasing its

issuance of fixed rate debt, a strategy has been developed that recommends hedging

Internal Project Financing versus External Borrowings To Date

Site C Clean Energy Project Page 24

PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter – October 2015 to December 2015

50 per cent of BC Hydro’s future forecasted borrowing requirements from F2017-F2024

through the use of derivative contracts. An application was made on

December 16, 2015 to the Commission for a new Debt Hedging Regulatory Account

that will capture the gains and losses related to the hedging of future debt issuance.

This section describes the material Project risks that have high residual exposure to

BC Hydro. Commercially sensitive numbers and content, and/or content that could be

seen to prejudice BC Hydro’s negotiating position, are redacted in the public version.

Note that the residual consequence and residual probability levels are qualitative

Material Project Risks

assessments. Refer to Table 18 for a list of risks.

Table 18

Material Project Risks

Risk Event/Description

Risk and Response Summary

Delay to Permitting



Refer to section 1.2.2 and Table 2 for status of judicial reviews related to environmental approvals and permits. The BC Building Trades union filed a lawsuit regarding the labour approach to Site C. A Memorandum of Understanding (refer to Labour Relations below) was entered into with certain unions. Resolution of legal action is not a term of the MOU but no further steps have been taken in the litigation. There is a potential for additional legal proceedings. If any are successful, there may be delays.



Litigation

Trend in Risk 9 Exposure

Arrow direction represents the change since the last Quarterly Progress Update report.

Site C Clean Energy Project Page 25

PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter – October 2015 to December 2015

Risk Event/Description First Nations

Market response to procurement

Labour Relations & Stability

Risk and Response Summary

Trend in Risk 9 Exposure

BC Hydro has executed a Project Agreement with one First Nation (Alberta); has achieved substantive agreement on another Project Agreement; and has reached agreements with four First Nations on Impact Benefit Agreement term sheets and Impact Benefit Agreement finalization is in progress. Impact Benefit Agreements with First Nations provide First Nations with Project benefits and mitigate the risk of legal challenges.



If strong competition does not occur during procurement, there could be higher premiums, mark ups and overall prices on labour and materials. Risk has been mitigated via market soundings, robust RFQ process, honorariums for successful bidders, etc. All three major procurement processes initiated to date (Worker Accommodation, Main Civil Works, Turbine and Generators) have had positive responses with one procurement now in the Request for Proposal evaluation stage and two contracts awarded. No major procurement has been completed over the past quarter, and therefore risk exposure is unchanged. The next major procurement milestones are expected in 2016. Market response risk will continue to be monitored and could be impacted if the project construction schedule is delayed significantly.



BC Hydro is using an inclusive labour approach with a managed open site. This allows for participation by all union and non-union labour groups and allows access to the largest pool of skilled and experienced labour. BC Hydro entered into a Memorandum of Understanding with certain BC Building Trades unions to achieve labour stability and a mix of labour representation on site, including building trades unions. In the Main Civil Works contract BC Hydro provided greater weight on bids with a mix of labour representation to the extent that it adds to labour stability. All major contracts contain no strike, no lockout, and no raiding provisions. BC Hydro has noted active organization attempts by several labour organizations regarding work underway at the project site. This activity creates a risk of a work disruption or complaints to the Labour Relations Board. BC Hydro is managing this risk through consistent treatment of all labour organizations and ensuring that organization activities do not occur on the project site itself except as provided for under the Labour Relations Code. One of the partners in the Main Civil Works contract has a significant local presence and has made public statement regarding ensuring local and BC residents are given hiring priority.



Site C Clean Energy Project Page 26

PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter – October 2015 to December 2015

Risk Event/Description Geotechnical risks

Construction cost – labour

Risk and Response Summary

Trend in Risk 9 Exposure

Key Geotechnical risks include unexpected shears encountered during construction; deeper than expected relaxation joints; bedding planes worse than expected; larger than expected deterioration of shale bedrock once exposed during construction; and Rock Rebound/Swell. Current strategies to mitigate geotechnical risks include:  Complete field investigations to aid in the identification of shears, relaxation joints, and bedding planes;  Use of conservative design principles for the slope of excavation surfaces, grout curtains, and shear strength assumptions;  Transfer some degree of ground condition risks to the Contractor;  Design contracts which allow the contractor to respond to unexpected ground conditions (potentially through preagreed pricing); and  Conduct field-scale trials to determine the response when shale bedrock is exposed to the elements. These risks have not changed substantially since Final Investment Decision as there has not been sufficient excavation to date. Once the MCW contract is underway and beginning excavation BC Hydro will have additional information about this risk.



Potential cost increases could arise if there is competition with other projects for labour resources, labour instability, or changing workforce demographics. BC Hydro is partially mitigating this risk through regional job fairs to increase local participation and investments in skills training ($1.5 million invested to date). This risk is also partially mitigated by consideration of labour stability during contractor selection. BC Hydro has now awarded the Main Civil Works contract, which fixes labour rates for the first two years. Labour rates under this contract are consistent with BC Hydro estimating expectations. Based on current market conditions in the infrastructure and energy sector BC Hydro believes that the risk of unexpectedly high labour prices has decreased. There remains the potential for market conditions to shift in the future and this risk to increase.



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PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter – October 2015 to December 2015

Risk Event/Description

Risk and Response Summary

Construction cost – commodities and equipment

Potential cost increases could arise if market prices for key commodities and equipment increase, or if overall market activity results in higher contractor profit margins. BC Hydro has completed procurement for several contracts associated with early works, Worker Accommodation, and Main Civil Works and it does not see early indications on market price pressures at this point. More information will be available upon conclusion of other major contracts such as Turbine and Generators. BCH retains exposure to fuel prices (generally diesel), which have decreased compared to prices in the budget. Fuel prices may increase in the future due to global market forces. BC Hydro will consider the potential to hedge these prices, where appropriate. Canada has applied a duty to rebar from specific countries that may add approximately $20 million in cost to the Site C project. This duty was upheld by a Trade Tribunal decision rendered in January 2016. Any incremental costs relating to the Trade Tribunal decision would be accommodated through allocations from Project Contingency or Treasury Board reserve, as appropriate. Based on current market conditions in the infrastructure and energy sector BC Hydro believes that the risk of unexpectedly high market prices has decreased since December 2014. There remains the potential for market conditions to shift in the future and this risk to increase.



Contractors may be unable to execute successfully on scope of contract with resulting costs to BC Hydro. Mitigation is via:  Robust procurement processes to determine whether contractors have the capability to undertake their scope of work;  A cross-functional construction readiness review to confirm contractor and BC Hydro readiness before authorizing the start on any specific scope of work; and  BC Hydro increased on site supervision to address recent environmental compliance issues. BC Hydro step-in rights under contracts to allow for correction in the case of contractor failure. BC Hydro will have more information on this risk when the Main Civil Works contractor has deployed to site.



Construction execution.

Trend in Risk 9 Exposure

Site C Clean Energy Project Page 28

PUBLIC Quarterly Progress Report No. 2 F2016 Third Quarter – October 2015 to December 2015

Risk Event/Description

Risk and Response Summary

Foreign exchange

Some of Site C project costs are in foreign currency, and will be affected by fluctuations in the exchange rate between the Canadian Dollar and these foreign currencies. Approximately 20% of the Site C capital costs are based on foreign currency. The Canadian dollar has weakened significantly compared to the US dollar since the 2014 capital cost estimate was developed, and as a result this risk has increased. This is partially mitigated through contractor flexibility around sourcing of material, resulting in an exposure to a basket of currencies rather than solely the US dollar. This risk will be further mitigated through BC Hydro contract design that allocates the majority of foreign exchange risk to the contractors. As a result, upon receipt of pricing for each contract foreign exchange risk will decrease.



Interest during construction costs will be affected by fluctuations in market interest rates. Currently market interest rates are expected to be lower than assumed in BC Hydro’s budget. There have been several discussions with BC Hydro’s board, the Debt Management Branch, the past Deputy Minister of Finance and Treasury Board Staff on a debt hedging strategy for BC Hydro’s borrowing requirements (which include expenditures related to Site C) over a 10year period. In addition to portfolio adjustments that are currently being implemented whereby BC Hydro is reducing its exposure to variable rate debt and increasing its issuance of fixed rate debt, a strategy has been developed that recommends hedging 50% of BC Hydro’s future forecasted borrowing requirements from F2017F2024 through the use of derivative contracts. An application to the Commission for a new Debt Hedging Regulatory Account that will capture the gains and losses related to the hedging of future debt issuance was filed in December 2016. An oral hearing is scheduled for March 2016.



Interest rate variability

Trend in Risk 9 Exposure

Site C Clean Energy Project Page 29

Site C Clean Energy Project

Quarterly Progress Report No. 2

Appendix A Site Photographs

Quarterly Progress Report No. 2 F2016 Third Quarter â&#x20AC;&#x201C; October 2015 to December 2015 Appendix A

1 2

Figure A1

Preparing for Pile Driving for the Construction Bridge

3 4

Figure A2

North Bank Site Preparation Looking East Along River Road

Site C Clean Energy Project Page 1 of 3

Quarterly Progress Report No. 2 F2016 Third Quarter â&#x20AC;&#x201C; October 2015 to December 2015 Appendix A

Figure A3

Lower Moberly Bridge

Figure A4

Worker Camp Under Construction

Site C Clean Energy Project Page 2 of 3

Quarterly Progress Report No. 2 F2016 Third Quarter â&#x20AC;&#x201C; October 2015 to December 2015 Appendix A

Figure A5

Worker Camp Under Construction

Site C Clean Energy Project Page 3 of 3

Site C Clean Energy Project

Quarterly Progress Report No. 2

Appendix B Summary of Individual Contracts Exceeding $10 million

PUBLIC

Quarterly Progress Report No. 2 F2016 Third Quarter â&#x20AC;&#x201C; October 2015 to December 2015 PUBLIC Appendix B

CONFIDENTIAL ATTACHMENT FILED WITH BCUC ONLY

Site C Clean Energy Project Page 1 of 1

Site C Clean Energy Project

Quarterly Progress Report No. 2

Appendix C Project Progression

PUBLIC

Quarterly Progress Report No. 2 F2016 Third Quarter â&#x20AC;&#x201C; October 2015 to December 2015 PUBLIC Appendix C

CONFIDENTIAL ATTACHMENT FILED WITH BCUC ONLY

Site C Clean Energy Project Page 1 of 1

Site C Clean Energy Project

Quarterly Progress Report No. 2

Appendix D Detailed Project Expenditures

PUBLIC

Quarterly Progress Report No. 2 F2016 Third Quarter â&#x20AC;&#x201C; October 2015 to December 2015 PUBLIC Appendix D

CONFIDENTIAL ATTACHMENT FILED WITH BCUC ONLY

Site C Clean Energy Project Page 1 of 1

Site C Clean Energy Project

Quarterly Progress Report No. 2

Appendix E Workforce Overview

PUBLIC

Quarterly Progress Report No. 2 F2016 Third Quarter â&#x20AC;&#x201C; October 2015 to December 2015 PUBLIC Appendix E

CONFIDENTIAL ATTACHMENT FILED WITH BCUC ONLY

Site C Clean Energy Project Page 1 of 1

Site C Clean Energy Project

Quarterly Progress Report No. 2

Appendix F Preliminary Construction Schedule

Quarterly Progress Report No. 2 F2016 Third Quarter â&#x20AC;&#x201C; October 2015 to December 2015 Appendix F

Table F1

Preliminary Construction Schedule

Schedule as of July 2015.

Site C Clean Energy Project Page 1 of 1

This is Exhibit 'E" mentioned and referred to in the Affidavit

of Robert McCullough, affirmed before me in the City of Portland, in the

State of Oregon, this 31st day of January, Â£01 8.

A Notary Public', etc. '

f~MCi y St

OFFICIAL STAMP

TRACEY ELIZABETH BELDING NOTARY PUBLIC-OREGON COMMISSION NO. 939746

MY COMMISSION EXPIRES JUNE 03, 2019

{18001-001/00637997.1}

Fred James Acting Chief Regulatory Officer Phone: 604-623-4046 Fax: 604-623-4407 bchydroregulatorygroup@bchydro.com

December 21, 2016 Ms. Laurel Ross Acting Commission Secretary British Columbia Utilities Commission Sixth Floor â&#x20AC;&#x201C; 900 Howe Street Vancouver, BC V6Z 2N3 Dear Ms. Ross: RE:

British Columbia Utilities Commission (BCUC or Commission) British Columbia Hydro and Power Authority (BC Hydro) Site C Clean Energy Project PUBLIC Quarterly Progress Report No. 5 â&#x20AC;&#x201C; July to September 2016 (Report)

BC Hydro writes to provide its public Report. Commercially sensitive and contractor-specific information has been redacted. A confidential version of the Report is being filed with the Commission only under separate cover. For further information, please contact Geoff Higgins at 604-623-4121 or by email at bchydroregulatorygroup@bchydro.com. Yours sincerely,

Fred James Acting Chief Regulatory Officer st/ma

Enclosure (1)

British Columbia Hydro and Power Authority, 333 Dunsmuir Street, Vancouver BC V6B 5R3 www.bchydro.com

Site C Clean Energy Project

Quarterly Progress Report No. 5

F2017 Second Quarter

July 2016 to September 2016

PUBLIC

PUBLIC Quarterly Progress Report No. 5 F2017 Second Quarter â&#x20AC;&#x201C; July 2016 to September 2016

Table of Contents 1

2 3

Project Status ..................................................................................................... 1 1.1 Overview and General Project Status ....................................................... 1 1.2 Major Accomplishments, Work Completed, Key Decisions and Key Issues........................................................................................................ 4 1.2.1 Aboriginal Consultation ............................................................... 4 1.2.2 Litigation ..................................................................................... 4 1.2.3 Permits and Government Agency Approvals .............................. 6 1.2.4 Engineering and Construction................................................... 11 1.2.5 Safety ....................................................................................... 16 1.2.6 Environment.............................................................................. 16 1.2.7 Employment and Training Initiatives ......................................... 19 1.2.8 Community Engagement & Communication ............................. 21 1.3 Key Procurement and Contract Developments ....................................... 26 1.3.1 List of Major Contracts Awarded (Excess of $50 million) .......... 27 1.3.2 Large Contracts to Date (Excess of $10 million) ....................... 28 1.3.3 Contract Management .............................................................. 28 1.4 Plans During Next Six Months ................................................................ 29 1.5 Impacts on Other BC Hydro Operations.................................................. 29 1.6 Site Photographs..................................................................................... 29 Project Schedule .............................................................................................. 30 2.1 Project In Service Dates .......................................................................... 30 Project Costs and Financing ............................................................................ 30 3.1 Project Budget Summary ........................................................................ 30 3.2 Project Expenditure Summary ................................................................ 31 3.3 Internal Project Financing versus External Borrowings to Date .............. 32 Material Project Risks....................................................................................... 33

List of Figures Figure 1

Map of Main Civil Works Work Areas ............................................... 14

Site C Clean Energy Project Page i

PUBLIC Quarterly Progress Report No. 5 F2017 Second Quarter â&#x20AC;&#x201C; July 2016 to September 2016

List of Tables Table 1 Table 2 Table 3 Table 4 Table 5 Table 6 Table 7 Table 8 Table 9 Table 10 Table 11 Table 12 Table 13 Table 14 Table 15 Table 16 Table 17

Project Status Dashboard .................................................................. 3 Litigation Status Summary ................................................................. 5 Provincial Permits and Approvals Issued to Date ............................... 7 General List of Pending and Future Permit Requirements ................. 9 Scope of Main Civil Works Contract ................................................. 15 Quality Management Non-Conformity Report Metrics ...................... 15 Safety Metrics .................................................................................. 16 Site C Jobs Snapshot ....................................................................... 19 Public Enquiries Breakdown ............................................................. 23 Major Project Contracts and Delivery Models .................................. 27 Major Project Contracts Awarded ..................................................... 28 Key Milestones ................................................................................. 29 Project In-Service Dates................................................................... 30 Project Budget Summary ................................................................. 31 Total Project Expenditure Summary ($ million Nominal) Compared to Final Investment Decision ........................................... 31 Total Project Expenditure Summary ($ million Nominal) Compared to F2017-F2019 Service Plan ......................................... 32 Material Project Risks....................................................................... 33

Appendices Appendix A Appendix B Appendix C Appendix D Appendix E Appendix F

Site Photographs Summary of Individual Contracts Exceeding $10 million Project Progression Detailed Project Expenditure Workforce Overview Site C Construction Schedule

Site C Clean Energy Project Page ii

PUBLIC Quarterly Progress Report No. 5 F2017 Second Quarter â&#x20AC;&#x201C; July 2016 to September 2016

Project Status

This Quarterly Progress Report No. 5 (Report No. 5) provides information

concerning the Site C Clean Energy Project (Project) covering the period from

July 1, 2016 to September 30, 2016.

1.1

The Project will construct a third dam and hydroelectric generating station on the

Peace River in northeast B.C. to provide 1,100 megawatts of capacity, and produce

about 5,100 gigawatt hours per year. In December 2014, the Project received

approval from the provincial government to proceed with construction. The Project is

Overview and General Project Status

in Implementation Phase and construction commenced July 27, 2015.

Construction activity for the Project remained relatively constant through the summer

season, with 1,345 construction and environmental workers on site and a total

workforce of 1,750 working on the project in September 2016, as reported by

contractors. On the North Bank of the dam site, construction of the North Bank

Access and River Roads are nearing completion. River Road, which provides

access to the Peace River Construction Bridgeâ&#x20AC;&#x2122;s North Approach, has been

substantially completed and is being used to provide access to the bridge. Final

completion of River Road is scheduled for November 2016. North Bank excavation

works are substantially complete. The North Bank Road gully crossing embankment

is scheduled for completion in October 2016. Timing for completion has changed

due to unforeseen ground conditions that require a redesign of the gully

embankment.

Construction of the Worker Accommodation Camp is now complete with the

completion of Phase 3, providing a total of 1,600 rooms as well as expanded kitchen

and dining facilities, mudrooms, luggage storage, recreation and fitness facilities and

a 500 vehicle parking lot. Phase 3 was completed on August 31, 2016 on time and

on budget. Site C Clean Energy Project Page 1

PUBLIC Quarterly Progress Report No. 5 F2017 Second Quarter â&#x20AC;&#x201C; July 2016 to September 2016

Work on both the North Bank excavations and the South Bank permanent work

started in early June 2016 and July 2016 respectively. Peace River Hydro Partners

and BC Hydro worked collaboratively to re-sequence planned work over the fall and

winter to ensure the schedule milestones are maintained. Some activities between

project milestones related to the Main Civil Works scope were behind schedule, due

to a combination of factors including the late issuance of Federal permits, the

delayed Provincial Leave to Commence approval, delays in submissions of approval

documents and slower than planned mobilization.

Therefore, certain work that was to be performed this summer will shift into this

winter. Peace River Hydro Partners are ramping up their construction activities to

meet the re-sequenced work plan. Weekly reviews are being completed with Peace

River Hydro Partners to identify areas of construction which require additional focus.

Any cost impacts to BC Hydro associated with rescheduling activities can be

managed from existing contingency budgets.

The start of construction of the Site C 500 kV transmission line, 5L005, will be

moved back due a change in the tower design and layout. This resulted in

transmission line clearing and transmission lattice tower steel procurement being

completed later than originally planned, which delays the award of the transmission

line construction contract. However, BC Hydro expects the in-service date of

October 2020 will still be met.

The Generating Station and Spillway Request for Proposals was issued to four

proponents in September 2016, with the initial draft contract. All four proponents

attended a site inspection in September 2016.

Overall, the progression of work is on track to achieve the BC Hydro Board of

Directors (Board) approved in-service dates; the first unit is expected to come on

line in December 2023 and the final in-service date is expected in November 2024.

Site C Clean Energy Project Page 2

PUBLIC Quarterly Progress Report No. 5 F2017 Second Quarter – July 2016 to September 2016

Costs are forecast to come within the Board approved budget amount, excluding

reserve subject to Treasury Board control ($8.335 billion).

Table 1 provides a dashboard based on the Project status as at

September 30, 2016.

5 6

Table 1

Project Status Dashboard

 Green: No Concerns;  Amber: Some Concerns but in Control;  Red: Serious Concerns Status as of:

September 2016

Overall:

Overall Assessment



The Project is on track for overall scope and schedule. The Project is on track with the Project completion date of November 2024.1

Schedule ISDs



The overall schedule and progress remains on track to achieve the planned In-Service Dates.

Cost



 The Project is monitoring and evaluating specific cost pressures as well as potential cost savings. Overall cost forecast remains on track and total project cost is forecast to be within budget. There have been no draws on Treasury Board reserve.

Permits and Environmental

 Provincial Permits: The project received nine permits this reporting period. Leave to Commence Construction 3 was issued on July 20, 2016. Leave to Commence Construction 3 includes works for right bank stage 1 cofferdam, right bank overburden excavation, right bank bedrock excavation, inlet cofferdam and outlet cofferdam. BC Hydro, the Independent Engineer, Independent Environmental Monitor, and Peace River Hydro Partners attended a WorkSmart workshop from September 12 to 16, 2016 to streamline the submittal, review and decision-making process for sub-component authorizations (Leaves to Construct). Results from the workshop are being implemented immediately. Federal Authorizations: Transport Canada and Fisheries and Oceans Canada authorizations for Main Civil Works were received July 27, 2016. A Notice of Application has been filed in federal court challenging the Fisheries Act Authorization.

Risks

 Identified risks are being managed and treatments are in place or planned. For details refer to section 4 Material Project Risks below.

Aboriginal Relations

 Impact Benefit Agreement offers have been made to all Treaty 8 First Nations significantly affected by the Project.

Regulatory and Litigation

 Decisions made by the Crown may be subject to additional judicial reviews by First Nations and others who may oppose the project.

Safety

 There were zero Level 1 safety incidents and one medical aid injury at the construction site this quarter.

The Board approved In Service Dates for total Project completion November 2024.

Site C Clean Energy Project Page 3

PUBLIC Quarterly Progress Report No. 5 F2017 Second Quarter â&#x20AC;&#x201C; July 2016 to September 2016

1.2

Major Accomplishments, Work Completed, Key Decisions and Key Issues

1.2.1

Aboriginal Consultation

Pursuant to the Environmental Assessment Certificate and Federal Decision

Statement, BC Hydro is required to consult with 13 Aboriginal groups with respect to

the construction stage of the Project. This consultation includes provision of

information on construction activities, support for the permit review process, and

review and implementation of mitigation, monitoring and management plans, and

permit conditions.

1 2

Efforts are ongoing to conclude impact benefit agreements with ten Aboriginal

groups.

1.2.2

Of eight legal challenges of major environmental approvals and permits, two were

discontinued, five were dismissed by the courts, one is yet to be heard, and

three appeals were filed. One appeal was dismissed by the B.C. Court of Appeal,

the second appeal will be heard by the B.C. Court of Appeal in December 2016 and

the third appeal was heard by the Federal Court of Appeal and a decision on that

appeal is pending. In addition, two appeals of BC Hydroâ&#x20AC;&#x2122;s water licence have been

filed with the Environmental Appeal Board. The details of the various proceedings

are summarized in Table 2 below.

On September 19, 2016, the BC Hydro Ratepayers Association filed a notice of

application with the Federal Court seeking, among other things, an injunction and to

set aside the Fisheries Act authorization issued on July 27, 2016.

On October 31, 2016, the B.C. Supreme Court dismissed the 2015 judicial review

filed by the West Moberly and Prophet River First Nations in which the two First

Nations had challenged provincial permits for Site C that were issued in the

summer of 2015. This information is outside of the reporting period for this report.

Litigation

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PUBLIC Quarterly Progress Report No. 5 F2017 Second Quarter â&#x20AC;&#x201C; July 2016 to September 2016

Table 2

Litigation Status Summary Outcome

Date

Federal Court: Federal Environmental Approval Mikisew Cree Athabasca Chipewyan

Two judicial reviews were discontinued after agreements were reached with BC Hydro and the federal government

July 16, 2015

Peace Valley Landowner Association

Dismissed; no appeal filed

August 28, 2015

Prophet River First Nation West Moberly First Nations

Dismissed Appeal filed Hearing date Decision pending

August 28, 2015 September 30, 2015 September 12, 2016

Federal Court: Federal Permits BC Hydro Ratepayers Association

Notice of Application filed Hearing date

September 19, 2016 TBD

B.C. Supreme Court: Provincial Environmental Assessment Certificate Peace Valley Landowner Association

Dismissed Appeal filed Appeal hearing held Appeal Dismissed

July 2, 2015 July 30, 2015 April 4 to April 5, 2016 September 15, 2016

Prophet River First Nation West Moberly First Nations

Dismissed Appeal filed Hearing date

September 18, 2015 October 19, 2015 December 5 to December 8, 2016

B.C. Supreme Court: Provincial Permits Prophet River First Nation West Moberly First Nations

Injunction application dismissed Hearing of Petition complete Petition Dismissed

August 28, 2015 November 17 to 23, 2015 and February 2, 2016 October 31, 2016

Water Licence appeals filed Hearing date

March 29, 2016 To Be Determined

BC Hydro v. Boon et al. (Rocky Mountain Fort)

Civil claim filed Injunction decision

January 29, 2016 February 29, 2016

Building Trades v. BC Hydro

Civil claim filed Response to claim filed

March 2, 2015 April 10, 2015

Sierra Club of British Columbia

Judicial review filed Hearing date

July 20, 2016 January 27, 2017

Environmental Appeal Board West Moberly and Prophet River First Nations Other Proceedings

Status as of October 31, 2016.

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PUBLIC Quarterly Progress Report No. 5 F2017 Second Quarter – July 2016 to September 2016

1.2.3

Permits and Government Agency Approvals

1.2.3.1

Background

In addition to the Environmental Assessment Certificate and the Federal Decision

Statement, provincial permits and federal authorizations are required to construct the

Project. Timing of the application for these permits and authorizations is staged and

aligned with the construction schedule, availability of detailed design information,

and by project component.

1.2.3.2

The plan for obtaining Site C provincial permits involves a phased approach to the

submission of applications to the Ministry of Forests, Lands and Natural Resource

Operations based on project components and construction schedule. Coordination

with Peace River Hydro Partners has commenced and is ongoing. Peace River

Hydro Partners has submitted a comprehensive list of all permits (a “permitting

plan”) so that contractor, BC Hydro, regulator and First Nations resources can be

planned.

Table 3 below provides a list of permits and authorizations that have been issued for

site preparation works at the dam site, for vegetation clearing and quarries/pits to

date. During this reporting period, the project received nine provincial permits under

the Land Act, Forest Act, Water Sustainability Act and Mines Act for the Halfway

River Debris Boom Facility, Highway 29 geotechnical investigations at Halfway

River, Reservoir Slope Geotechnical Monitoring and Area A Mining. Leave to

Commence Construction 3 was issued for works on the right bank stage 1

cofferdam, right bank overburden excavation, right bank bedrock excavation, inlet

cofferdam and outlet cofferdam.

Provincial Permits

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PUBLIC Quarterly Progress Report No. 5 F2017 Second Quarter â&#x20AC;&#x201C; July 2016 to September 2016

1 2

Table 3 Project Component Dam Site Area and Moberly River

Highway 29 Realignment

Quarries/Pits

Reservoir

Transmission Line

Act/Permit

Provincial Permits and Approvals Issued to Date Tenure Type/Purpose

Approval Dates

Land Act

Licence of Occupation for Dam Site Area, Area A, RSEM L3, Wilder Road Extension, Public Safety Booms

July 7, 2015

Forest Act

Occupant Licences to Cut for North Bank, RSEM L3, South Bank, Wilder Road, Public Safety Booms

July 7, 2015

Mines Act

Mines Act Notices of Work for Area A, 2015 and 2015-2022

July 24, 2015 & January 1, 2016

Water Act/Water Sustainability Act

Short Term Use of Water for Dam Site / Moberly River Area and Instream Works for River Road, Peace River Construction Bridge, instream contouring, Septimus Siding, Moberly Clearing Bridge, Worker Camp Water Supply Intake, and various Notifications for stream crossings

July 7, 2015 to July 25, 2016

Wildlife Act

Capture and relocation of fish, Peace River Fish Community Monitoring, Amphibian Salvage, Scientific Fish Collection

July 7, 2015 to June 30, 2016

Agricultural Land Act

Order in Council for Highway 29 between Hudson's Hope and Charlie Lake

December 16, 2015

Land Act

Temporary Licence of Occupation for geotechnical investigations at Cache Creek and Halfway River

June 20, 2016 & September 8, 2016

Forest Act

S. 52 and Occupant Licence to Cut to harvest crown timber at Cache Creek and Halfway River for geotechnical investigations

June 20, 2016 and September 8, 2016

Water Sustainability Act

Approval for instream works at Cache Creek and Halfway River for geotechnical investigations

June 20, 2016 and September 6, 2016

Land Act

Licences of Occupation for Del Rio Pit, Portage Mountain Quarry, West Pine Quarry

July 7, 2015 to March 11, 2016 to

Forest Act

Occupant Licence to Cut for Portage Mountain Quarry

March 11, 2016

Water Act/ Water Sustainability Act

Short Term Use of Water for Portage Mountain Quarry, West Pine Quarry

July 7, 2015 and March 11, 2016

Mines Act

Mines Permit and Notices of Work for West Pine Quarry, Wuthrich Quarry

July 7, 2015 to March 29, 2016

Land Act

Licences of Occupation for Halfway River Debris Boom and Reservoir Slope Geotechnical Monitoring

August 25, 2016

Forest Act

Occupant Licence to Cut for Halfway River Debris Boom

August 25, 2016

Water Sustainability Act

Notification for temporary crossings of streams

April 29, 2016

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PUBLIC Quarterly Progress Report No. 5 F2017 Second Quarter â&#x20AC;&#x201C; July 2016 to September 2016

Project Component

Project Wide

Act/Permit

Tenure Type/Purpose

Approval Dates

Water Sustainability Act

Conditional Water Licences 132990 and 132991. Leaves to Commence Construction 1-3

February 26, 2016; April 1, 2016 to July 20, 2016

Agricultural Land Commission Act

Temporary and permanent removal of agricultural lands from the Agricultural Land Reserve

April 8, 2016

Heritage Conservation Act

S12 Alteration and S14 Inspection Permits and amendments

July 15, 2016 to March 31, 2016

Wildlife Act

Removal of Beaver Dams (Construction) and Eagle Nests

July 7, 2016

Capture, Herd and Sample Animals for Monitoring of Project Effects

March 1, 2016

Amphibian and Reptile Salvage

June 30, 2016

1.2.3.3

Pending and Future Provincial Permits

Table 4 below lists the general categories of pending and future provincial permit

requirements for the different Project components. Pending permits are those for

which applications have been submitted and are awaiting regulatory decision.

Applications are yet to be submitted for future permits.

Site C Clean Energy Project Page 8

PUBLIC Quarterly Progress Report No. 5 F2017 Second Quarter – July 2016 to September 2016

1 2

Table 4 Project Component

General List of Pending and Future Permit Requirements Act/Permit

Tenure Type/Purpose

Forecast Date

Pending Permits – Applications Submitted, Decision Pending Transmission Line

Forest Act, Land Act

Occupancy and clearing of transmission line

October 2016

Reservoir

Land Act, Forest & Range Practices Act, Water Sustainability Act

Reservoir clearing for Moberly River and eastern reservoir

November 2016 (Moberly River) & December 2016 (Eastern Reservoir)

Quarries/Pits

Forest Act, Land Act, Mines Act, Water Sustainability Act

Occupancy, clearing and mining of West Pine Quarry

December 2016

Highway 29 Realignment

Land Act Water Sustainability Act

Construction of Highway 29 realignment at Cache Creek

February 2017 & July 2017

Fish Passage

Water Sustainability Act

Construction of fish passage facility

December 2017

Future Permits – Applications to be Submitted Project Wide

Water Sustainability Act Leaves to Commence Construction and Operation (and related sub-leaves, or Leaves to Construct)

Leave to Commence Construction and subcomponent approvals currently being confirmed in consultation with contractors, Independent Engineer, Independent Environmental Monitor and Comptroller of Water Rights

November 2016 to 2023

Highway 29 Realignment

Forest Act Water Sustainability Act

Cache Creek Construction

February 2017 July 2017

Forest Act, Land Act, Water Sustainability Act

Investigations – Dry Creek, Lynx Creek, Farrell Creek (east)

Spring 2017 and beyond

Forest Act, Land Act, Water Sustainability Act

Construction – all remaining segments

Fall 2017 and beyond

Main Civil Works

Water Sustainability Act

Short Term use of Water

June 2017

Generating Station and Spillways

Water Sustainability Act

Short Term Use of Water

June 2017

Transmission Line

Water Sustainability Act

Approval for stream crossings

August 2017

Quarries/Pits

Mines Act, Water Sustainability Act

Mining at Portage Mountain Quarry for Highway 29 works

December 2017

Site C Clean Energy Project Page 9

PUBLIC Quarterly Progress Report No. 5 F2017 Second Quarter – July 2016 to September 2016

Project Component Reservoir

Act/Permit Forest Act, Land Act, Water Sustainability Act, Wildlife Act

Tenure Type/Purpose Clearing of central and western reservoirs; construction of Hudson’s Hope Shoreline Protection; installation of debris booms; capture and salvage of wildlife during reservoir filling

Forecast Date August 2018 and beyond

4 5 6

Assumptions  Permit requirements listed are general in nature. Additional permits may be identified and required under the various acts as detail design and construction proceeds for the different Project components.  The date required is subject to change based on changes to the construction design, methods and/or schedule and the consultation process currently being discussed with the Province, Department of Fisheries and Oceans and Transport Canada.

Decisions on permits for the transmission line, lower and eastern reservoir clearing,

West Pine Quarry, and Highway 29 realignment at Cache Creek are pending. Future

applications for Land, Water Sustainability Act, Wildlife, Forest, Mines, and Heritage

1 2 3

Conservation Act permits and approvals will be submitted for Highway 29

investigations and construction, Main Civil Works and Generating Station and

Spillways (water licence approvals/sub-approvals and short term use of water),

transmission line works, and mining at Portage Mountain Quarry.

1.2.3.4

BC Hydro continues to work with regulators and contractors to mitigate potential

delays to permits that may result in construction schedule delays. Aboriginal Groups

have also contributed by providing feedback on permitting processes. Current

process improvements include the following:



Process Improvements

BC Hydro is facilitating meetings with the Comptroller of Water Rights and

Peace River Hydro Partners to ensure submissions are coordinated and

efficient;



BC Hydro communicates regularly with the Ministry of Forest, Lands and

Natural Resources Operations, including the Comptroller of Water Rights, about

the status of permits and approvals and the Project schedule; and

Site C Clean Energy Project Page 10

PUBLIC Quarterly Progress Report No. 5 F2017 Second Quarter â&#x20AC;&#x201C; July 2016 to September 2016

ď&#x201A;ˇ

Permitting forums are being held with Aboriginal Groups to share information on

permit applications and to seek feedback before they are submitted to

regulators. BC Hydro also continues to support the Ministry of Forests, Lands

and Natural Resource Operations during the First Nations consultation process

by attending consultation meetings when invited to do so, and responding to

First Nations questions on permit applications.

1.2.3.5

Federal Authorizations

Navigation Protection Act approvals for Main Civil Works were issued by Transport

Canada on July 27, 2016. Authorization for Main Civil Works under the Fisheries Act

was issued by Fisheries and Oceans Canada on July 27, 2016.

1.2.4

Engineering and Construction

1.2.4.1

Engineering

The technical specifications for the Spillway, Power Intakes and Powerhouse have

been issued in draft to the shortlisted respondents to the Generating Station and

Spillways Request for Qualification. Main Civil Works implementation design is

continuing; the issuing of the construction drawings commenced following contract

award. The Roller-Compacted Concrete Buttress Issue for Construction Drawings

have been completed based on the Turbine and Generators and Powerhouse

dimensions and these have been issued to Peace River Hydro Partners for

preparation of Roller-Compacted Concrete placement in 2017. The technical

specifications for the Hydro Mechanical Contract Completions Contract and

Protection and Control specifications are progressing to meet project schedule.

Implementation design is underway for the 500 kV transmission lines, Peace

Canyon 500 kV Gas Insulated Substation and Site C Substation. The next Technical

Advisory Board is scheduled for November 22 to 24, 2016 at the Site C construction

site. The focus of the next Technical Advisory Board meeting will be reviewing the

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cold weather construction activities of Roller-Compacted Concrete trial placement

and cofferdam construction.

1.2.4.2

Refer to Appendix F for the full construction schedule.

North (Left) Bank Site Preparation

Key contract scope for North Bank Site Preparation includes constructing

approximately 7 km of access roads and excavation of approximately 2 million cubic

metres of material. North Bank Road gully embankment construction commenced in

February 2016 and 95 per cent of embankment fill is now completed. River Road

Construction

final grade is completed and the road is in use by others. Installation of cross

drainage (culverts) and lock block debris catches have been completed. Underlying

embankment movement on River Road near ‘Blind Corner’ requires stabilization. BC

Hydro is working with the contractor to implement the remedial measures.

South (Right) Bank Site Preparation

South Bank site preparation work commenced in September 2015 and includes

vegetation clearing, construction of new access roads, a temporary substation pad,

and a new rail siding.



Work on the Septimus rail siding resumed this quarter. The rail siding is

forecast to be completed in October 2016. There is currently no anticipated

consequence of delay to the Main Civil Works Contractor at this time; and

21 22



Construction of temporary substation pad access roads to final grade is complete. In-service date for the temporary substation was in July 2016.

Worker Accommodation

All modules for the Phase 3 scope were installed and commissioned, providing a

total of 1,600 rooms as well as expanded kitchen and dining facilities, mudrooms,

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luggage storage, recreation and fitness facilities and a 500 vehicle parking lot.

Phase 3 was completed on August 31, 2016 and deficiencies are being completed

with anticipated full completion at the end of October 2016. Notable deficiencies

include required re-design and construction of raw water intake, completion of waste

water pipeline to disposal field, and seal coat applied to access roads and parking

lots.

Ministry of Transportation and Infrastructure Public Road Upgrades

The Ministry of Transportation and Infrastructure’s contractor, Al Simms and Sons,

has substantially completed 269 Road and 240 Road. Both components are now

paved and require minor work to finish. Old Fort Road re-alignment is under

construction near the Gate B entrance to Site C dam site. Shoulder widening is also

being carried out on Old Fort Road from the re-alignment section north to

Highway 97. Work is scheduled to be completed by the end of June 2017.

BC Hydro has entered into a contract with a designated business partner of an

Aboriginal group for the shoulder widening of 271 Road which is under Ministry of

Transportation and Infrastructure jurisdiction. Work commenced in late August 2016

and is scheduled to be completed by the end of October 2016.

Main Civil Works



the Left Bank Excavation;

20 21

Peace River Hydro Partners started the permanent work on June 10, 2016 on



The Right Bank Drainage Tunnel received all permits in June 2016; work on the

tunnel portal is substantially complete and tunnelling is targeted to start in early

November 2016;

24 25



The first Relocated Surplus Excavated Material site is expected to be operational in early October 2016;

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

completion in December 2016;

2 3



The Right Bank Coffer Dam is at full height and ready for foundation grouting and cut-off wall installation; and

4 5

Work on the Moberly River Construction Bridge has started and is targeted for



The Roller-Compacted Concrete Batch Plant construction has started and is

targeted to be completed in time for the Roller-Compacted Concrete trial

placement in late October 2016.

Figure 1

Map of Main Civil Works Work Areas

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Table 5

Scope of Main Civil Works Contract

Component

Description

Diversion works

Two approximately 11 metre diameter concrete-lined tunnels approximately 750 metres in length

Excavation and bank stabilization

Approximately 26 million cubic metres of overburden and rock excavation

Relocation

Relocation of surplus excavated material (including management of discharges)

Dams and Cofferdams

A zoned earth embankment 1,050 metres long and 60 metres above the present riverbed and stages 1 and 2 cofferdams

Roller-Compacted Concrete

Buttress â&#x20AC;&#x201C; 800 metres long with 2 million cubic metres of concrete

Quality Management

Implementation and monitoring of Quality Control and Quality Assurance Plans are

required of all contractors. Table 6 below identifies quality management

non-conformity instances during the quarter ending September 30, 2016.

6 7

Table 6 Contract

Quality Management Non-Conformity Report Metrics

Contractor

Reported this Period

Closed this Period

Reported to Date

Closed to Date

North Bank Site Preparation

Morgan Construction & Environmental

South Bank Site Preparation

Duz Cho Construction

Main Civil Works

Peace River Hydro Partners

The majority of quality non-conformities are related to instrumentation. Progress has

been made outside of the reporting period to correct the non-conformances

identified. Peace River Hydro Partners are transitioning to a web-based electronic

tracking system in December 2016 which is expected to improve efficiency,

accuracy, resolution and transparency of the non-conformances.

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1.2.5

Safety

There were zero Level 1 safety incidents and one medical aid injury at the

construction site in this quarter. Table 7 below identifies the project safety metrics

during the quarter ending September 30, 2016.

Table 7

Safety Metrics Reported this Period

Reported since Inception (July 27, 2015)

Severity (number of calendar days lost due to injury per 200,000 hours worked)

Lost Time Injury Frequency (number of injuries resulting in lost time per 200,000 hours worked)

Contractor, employee, public near miss reports

194

Fatality & Serious Injury

Lost time incidents Equipment/property damage reports**

9 10

There have been challenges receiving data from contractors in a timely fashion. BC Hydro is collaborating with contractors to improve submission of timely data. It is expected reporting will improve over the next quarter. ** Types of equipment and property damage include vehicle damage, minor electrical fire damage, etc. Equipment damage data is collected through contractor monthly reports not the BC Hydro IMS system.

One Level 3 employee injury was reported and 47 contractor injuries were reported

of which 46 were Level 3 injuries and one was a Level 2 injury. One resulted in lost

time. Of the near miss reports, 96 per cent were Level 3 type (lowest severity),

whereas four per cent were Level 2.

1.2.6

Environment

1.2.6.1

Mitigation, Monitoring and Management Plans

The Environmental Assessment Certificate and Decision Statement conditions

require the development of draft and final environmental management, mitigation

and monitoring plans, as well as the submission of annual reports on some of these

plans.

6 7 8

Excludes health events unrelated to work standards.

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As of the end of this quarter, all required submissions have been made in

accordance with the schedule and requirements of the conditions.

During the reporting period, twelve annual reports were submitted in accordance

with the conditions. Two draft plans and one framework (on Agricultural Mitigation

and Compensation) were submitted to regulators, local governments and potentially

affected Aboriginal groups for review as set out in the conditions. Comments

received on these plans will be incorporated into the final plans, and submitted in

accordance with required timelines.

1.2.6.2

Technical Committees Required under Schedule A of the Conditional Water Licence

Schedule A of the Conditional Water Licence requires that BC Hydro establish with

Provincial and Federal Regulators two Technical Committees to provide oversight

and guidance to the refinement and implementation of BC Hydroâ&#x20AC;&#x2122;s Mitigation,

Monitoring and Management Plans. The two Committees are: the Fisheries and

Aquatic Habitat Mitigation and Monitoring Technical Committee and the Vegetation

and Wildlife Mitigation and Monitoring Technical Committee. Schedule A outlines a

delivery schedule linked to Site C Project Construction Component for when the

Technical Committees must review and revise various Mitigation and Monitoring

Plans. The Technical Committees have been meeting regularly to meet this

schedule.

1.2.6.3

Inspectors from the Environmental Assessment Office and Forest, Land and Natural

Resources attended inspections of Site C Construction on the weeks of

June 20, 2016 and August 29, 2016. Following the first inspection, two Orders were

issued, one for hydrocarbon storage and handling and one for waste management

and recycling, and both were limited to one of the Contractors at site. The affected

Contractor put in place a number of corrective actions both before and after the

Orders were issued and they were found to be compliant in a subsequent inspection.

Environmental Compliance Inspections

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1.2.6.4

Heritage

In accordance with a number of Environmental Assessment conditions and the

Federal Decision Statement, the Site C Heritage Management Resource Plan

addresses the measures that will be used to mitigate the adverse effects of the

Project on heritage resources.

During the reporting period, archaeological work continued. Of the field work

planned for the 2016 season, which is subject to refinement based on findings,

weather conditions and property access permissions, about 85 per cent is complete.

The field work includes regulatory requirements for pre-construction archaeological

impact assessments in areas not accessible until now, systematic data recovery at

selected archaeological sites, investigation of chance finds as required, and

inspections of archaeological sites post-ground disturbance in construction. In

addition, heritage reporting, and heritage compliance reviews of contract documents,

contractor environmental plans and construction readiness plans were performed.

1.2.6.5

BC Hydro worked with the Consultation Steering Committee comprised of staff from

BC Hydro, the Ministry of Agriculture, and the Ministry of Energy and Mines, to

develop the Framework for the Agricultural Mitigation and Compensation Plan. In

developing the Framework, the Consultation Steering Committee considered the

requirements of the Environmental Assessment Certificate condition (30);

consultation feedback from regional agricultural stakeholders including land owners,

tenure holders, Peace Region agricultural associations and local stakeholders; legal

and financial advice; and background information including the Environmental

Impact Statement and the Joint Review Panel Hearing report.

In accordance with the requirements of the condition, BC Hydro submitted the

Framework on July 27, 2016 to the Peace River Regional District, the District of

Hudson’s Hope, and provided notification to affected landowners, tenure holders,

Agricultural Mitigation and Compensation Plan – Framework

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and consultation participants of the framework being available on the Site C website.

On August 12, 2016 an event was held at the Dawson Creek Agricultural Exhibition

and Stampede to release the Framework and thank the agricultural sector for its

participation to date, and requested feedback on the Framework during a 60-day

comment period. The comment period closed at the end of September 2016, and

feedback will be considered in development of the draft Agricultural Mitigation and

Compensation Plan. The draft Plan is due in January 2017, and a final Plan must be

filed by July 2017 with the B.C. Environmental Assessment Office, Peace River

Regional District, District of Hudsonâ&#x20AC;&#x2122;s Hope, the Ministry of Agriculture, the Ministry

of Forests, Lands and Natural Resource Operations and affected landowners and

tenure holders.

1.2.7

Employment

Contractors submit monthly workforce data electronically to BC Hydro. Table 8

shows a snapshot of the number of workers for this quarter by month.

Employment and Training Initiatives

Table 8 Month

Site C Jobs Snapshot Number of B.C. Workers*

Number of Total Workers*

July 2016

1,411

1,721

August 2016

1,580

1,816

September 2016

1,392

1,750

17 18 19

Refer to Appendix E for additional workforce information. The number of workers

continues to vary as the construction work progresses. For example, it is expected

that the number of workers will increase as main civil works ramps up. Peace River

Hydro Partners has indicated that approximately 1,500 workers will be working at the

peak of construction. As these job opportunities become available, they will be

Employment numbers provided by Site C contractors and consultants are subject to revision. Data not received by project deadline may not be included in the above numbers. Employment numbers are direct only and do not capture indirect or induced employment.

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posted on the WorkBC website as well as on the local Fort St. John’s WorkBC

Employment Centre’s website (Employment Connections).

Training Programs and Initiatives

The Christian Labour Association of Canada has proposed an initiative to explore

the establishment of an onsite training facility on the Site C project, for the training of

the project workforce. This facility would be accessible to all contractors regardless

of union affiliation or status and would be housed in a double wide construction

trailer. This facility would be able to deliver theory portions of Construction Craft

Worker training, and other relevant apprenticeship programs at the site. Currently

the Christian Labour Association of Canada is working with their signatory

contractor, Peace River Hydro Partners Construction and training institutions

(including Northern Lights College) to explore the feasibility of this training, as well

as potential funding arrangements.

The Christian Labour Association of Canada is also working on an initiative with the

Saulteau First Nations to provide Aboriginal Construction Craft Worker training via

video conference (virtual classroom) in the First Nation’s community. Peace River

Hydro Partners has committed to hiring up to 12 individuals who graduate from the

program for Site C work (provided they pass all standard Peace River Hydro

Partners pre-employment tests). The program is projected to start in the fall of 2016,

and run for six weeks. BC Hydro is providing input and assisting in coordinating

discussions between stakeholders.

BC Hydro, ATCO Two Rivers Lodging, North East Native Advancing Society and the

BC Construction Association partnered to offer training to the employment kitchen

skills program. The program included five days of pre-employment and kitchen skills

training with ATCO’s Red Seal Chefs, and was offered to Treaty 8 members

interested in pursuing a career in culinary arts. The program was completed in

July 2016.

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1.2.8

Community Engagement & Communication

1.2.8.1

Local Government Liaison

BC Hydro and the District of Hudson’s Hope have renewed discussions toward a

community agreement that would include both Site C and existing operations in the

vicinity of Hudson’s Hope. The District has identified its key interests with respect to

a potential agreement. BC Hydro and the Peace River Regional District have also

renewed discussions toward a community agreement to address direct impacts on

their infrastructure and services.

BC Hydro and the City of Fort St. John have established a Community Agreement

Monitoring Committee to oversee implementation of the Community Agreement.

BC Hydro continues to work cooperatively with the District of Taylor and the District

of Chetwynd to oversee implementation of their respective agreements.

A Regional Community Liaison Committee continues to meet approximately every

eight weeks. Recent meetings have included site tours. The Committee agreed to a

Terms of Reference which established that the Committee will meet no less than

four times annually and that they will receive information about the Project and have

a timely opportunity to raise issues directly to BC Hydro during Project construction.

The last meeting was held in September 2016 and the next meeting is scheduled for

late fall 2016.

1.2.8.2

On September 26, 2016 BC Hydro issued the Request for Proposals for the

Generating Station and Spillways Civil Works contract to four shortlisted proponent

teams. Notification of the issuance of the Request for Proposals was provided to the

Site C business directory along with business stakeholders such as local chambers

of commerce, construction associations and economic development commissions.

Additionally, notification of the following Requests for Proposals was provided to the

Site C business directory:

Business Liaison and Outreach

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

Analysis (July 7, 2016);

2 3

Request for Proposals for Traffic Forecasting, Monitoring, Mitigation and



Request for Proposals for a Consultant for the District of Hudson’s Hope

Shoreline Protection Berm, Reconstruction of DA Thomas Road and Boat

Launch and Day-Use Recreation Site (August 16, 2016);



Site C Project (August 16, 2016); and

7 8 9

Request for Proposals for the Design and Supply of Shunt Reactor for the



Request for Proposals for Supply of Lattice Towers for Site C (September 27, 2016).

On July 14, 2016, a site tour was provided to the Chetwynd Chamber of Commerce.

1.2.8.3

BC Hydro continued to implement its construction communications program during

the quarter. This program includes maintaining the project website

www.sitecproject.com with current information.

Construction Bulletins:

Bi-weekly Construction Bulletins were issued throughout this period. These bulletins

are posted on the project website and sent by email to the web-subscriber list.

Public Enquiries:

In total, BC Hydro received 805 public enquiries between July and September 2016,

down from 960 the previous quarter. The majority of these enquiries continued to be

about business and job opportunities, although there were also some construction

impact concerns from local residents. Table 9 shows the breakdown of some of the

most common enquiry types:

Community Relations and Consultation

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Table 9 Enquiry Type

Public Enquiries Breakdown July

August

September

Job Opportunities

209

180

193

Business Opportunities

Construction Impact

2 3

1.2.8.4

Based on a search using the media database Infomart, there were 401 media stories

in the July to September 2016 period on the Site C Project, compared to 242 stories

in the previous quarter.

Key communications activities in the quarter included:



On July 4, 2016, BC Hydro issued a media statement correcting an inaccurate

On July 5, 2016, BC Hydro announced that it had reached agreements with McLeod Lake Indian Band on Site C;

12 13

Communications Activities

story on the Site C construction schedule and budget;

10 11

This table is a sample of enquiry types and does not include all enquiry types received. The nature of the construction impact inquiries is primarily air quality, noise and traffic conditions.



On July 6, 2016, BC Hydro announced that it had reached an employment

milestone on the project by surpassing 1,000 B.C. workers on the project. A

media event was held at the site to recognize the milestone;



On July 18, 2016, BC Hydro announced the completion of the second phase of

the Site C worker lodge. The addition of 900 rooms in the second phase (for a

total of 1,200 rooms) included a media tour of the lodge at the dam site;



Dene Tha’ First Nation on Site C;

20 21 22

On July 20, 2016, BC Hydro announced that it had come to an agreement with



On August 3, 2016, BC Hydro announced that it had reached its one-year construction milestone (on July 27, 2016);

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

report by Amnesty International.

2 3



On September 13, 2016, BC Hydro announced that it had established an $800,000 fund to support non-profits in the Peace Region; and

6 7

On August 12, 2016, BC Hydro announced that it had released a framework for the Project’s Agricultural Mitigation and Compensation Plan.

4 5

On August 10, 2016, BC Hydro issued a media statement responding to a



On September 26, 2016, BC Hydro announced a shortlist for the Generating

Station and Spillways Civil Works contract and released a Request for

Proposals to the shortlisted teams.

We have accommodated a number of site tour requests during the quarter for

external groups. Examples include the Regional Community Liaison Committee,

Ministry of Transportation and Infrastructure, Blueberry River First Nations Youth,

and the Chetwynd Chamber of Commerce.

1.2.8.5

BC Hydro and BC Housing signed a Contribution Agreement on July 19, 2016

related to the development, construction and operation of a building in Fort St. John

comprised of 50 residential rental units. This Agreement is the outcome of detailed

discussions between the two partners to find the most appropriate approach to

meeting Condition 48 and the housing terms of the Community Measures

Agreement with the City of Fort St. John. The Agreement structured the financial

contribution from BC Hydro to enable financially viable operation of the ten

affordable housing units in the near-term and financially viable operation of all

50 units of affordable housing in the longer term.

The Agreement sets out the terms of the housing project, and has a target

completion date for occupancy of October 31, 2018. The housing will be designed

and constructed to meet the R-2000 standard, Natural Resources Canada’s

Housing Plan and Housing Monitoring and Follow-Up Program

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best-in-class energy efficiency standard that includes high levels of insulation, clean

air features and measures for a healthy home environment. The building will be

showcased as a demonstration project for energy efficient building techniques.

Of the 50 units, ten will be available during the Project construction phase for

BC Housing or their designated operator to manage for low or moderate income

households. The remaining 40 units will be managed for use by the Project

workforce, as required, until completion of Site C Project construction, at which time

the 40 units will be transitioned to permanent non-market, affordable housing in

partnership with BC Housing or their designated operator. Access to the units for low

or moderate income households will be managed in accordance with BC Housing

policies and in accordance with any agreement BC Housing may have with a

designated operator.

1.2.8.6

In accordance with Environmental Assessment Condition 53, a Labour and Training

Plan was developed and submitted to the Environmental Assessment Office on

June 5, 2015.

This plan includes reporting requirements to support educational institutions in

planning their training programs to support potential workers in obtaining Project

jobs in the future. This report was issued to the appropriate training institutions in the

Northeast Region of B.C., in July 2016.

1.2.8.7

The Project Health Clinic is contracted by BC Hydro with Halfway River International

SOS Medical Ltd., a partnership between Halfway River First Nation and

International SOS. The Clinic is operating in its permanent location within the Two

Rivers Lodge and was staffed during this period with a Nurse Practitioner and

Advanced Care Paramedics.

Labour and Training Plan

Health Care Services Plan and Emergency Service Plan

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The Clinic provides workers with access to primary and preventative health care and

work-related injury evaluation and treatment services and is currently open

seven days a week, 24 hours a day. Since opening the Project health clinic there

have been a total of 963 patient interactions. During the reporting period there were

602 patient interactions, of which 130 were occupational and 472 non-occupational.

1.2.8.8

In the second quarter of F2017, BC Hydro completed the acquisition of temporary

rights over lands impacted by the conveyor from the 85th Avenue industrial site to the

dam site area (three land holdings) and continued discussions with land owners

whose lands are impacted by the project. This includes owners whose lands are

impacted by the transmission line construction and Highway 29 realignment.

1.3

The Project procurement approach was approved by the Board of Directors in

June 2012 for the construction of the Project. The procurement approach defined the

scope of the major contracts and their delivery models, as summarized in Table 10

below.

Properties Acquisitions

Key Procurement and Contract Developments

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1 2

Table 10

Major Project Contracts and Delivery Models

Component

Contract

Procurement Model

Worker Accommodation

Worker Accommodation and site services contract

Design-Build-FinanceOperate-Maintain

Completed

Earthworks

Site Preparation contracts

Predominantly Design-Bid-Build

Various, through F2017

Main Civil Works contract

Design-Bid-Build

Completed

Reservoir Clearing

Multiple reservoir clearing contracts to be awarded over seven to eight years

Design-Bid-Build

One Agreement awarded for the Lower Reservoir

Generating Station and Spillways

Turbines and Generators contract

Design-Build

Completed

Generating Station and Spillways Civil Works contract

Design-Bid-Build

Request for Proposals issued September 2016.

Hydro-Mechanical Equipment contract

Supply Contract

Commence: Quarter 3 F2017

Powertrain Balance of Plant Equipment Supply

Supply Contracts

Commence: 2017 to 2018

Completion Contract (Powertrain Balance of Plant Equipment Installation)

Install Contract

Commence: 2017

Transmission Lines contract

Design-Bid-Build

Various, through F2017 to F2018

Site C substation contract

Design-Bid-Build

Commence: F2017

Peace Canyon Substation upgrade contract

Design-Build

Contract Award: Quarter 3 F2017

Electrical and Transmission Infrastructure

Highway 29 Realignment

Anticipated Timing

Design-Bid-Build in partnership with B.C. Ministry of Transportation and Infrastructure with anticipated award of the first contracts in 2017 with subsequent contract being awarded through 2018 to 2019.

1.3.1

List of Major Contracts Awarded (Excess of $50 million)

Since inception of the Project, four major contracts (i.e., greater than $50 million in

value) have been awarded: Worker Accommodation, Site Preparation: North Bank,

Main Civil Works and Turbine-Generator. The contracts were procured through a

public competitive process and awarded based on a rigorous evaluation process

within the budget established for each contract. A list of contracts in excess of

$50 million is shown in Table 11 below.

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Table 11 Work Package

Major Project Contracts Awarded Contract Value

Current Status

Site Preparation: North Bank ($ million)

Contract executed July 2015 and amended in June 2016

Worker Accommodation ($ million)

464

Contract executed September 2015

Main Civil Works ($ billion)

1.75

Contract executed December 2015

Turbine-Generator ($ million)

464

Contract executed March 2016

In 2016, procurement of two major work packages will commence: Generating

Station and Spillways Civil Contract and Hydro-mechanical equipment. Procurement

of these work packages is currently on track.

1.3.2

BC Hydro has provided a table in Appendix B which shows the breakdown to date of

the contracts awarded in excess of $10 million and cumulative variances.

1.3.3

Contract Management

1.3.3.1

Material Changes to the Major Contracts

Large Contracts to Date (Excess of $10 million)

There have been no material changes to the Major contracts to date.

1.3.3.2

The project is on track to manage budget within the approved amounts including

contingency. The project budget includes contingency of $794 million in nominal

dollars. There have been no draws on project reserve to date. Refer to Appendix D

for more detailed information regarding contingency and project reserve draws.

Contingency and Project Reserve Draws

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1.4

The key milestones for the next six months are listed in Table 12.

Plans During Next Six Months

Table 12

Key Milestones

Milestone

Plan Date

Forecast/ Actual Date

Variance (months)

Ministry of Transportation & Infrastructure: North Bank Roads (240) Work

October 2015

October 2016

-12

Complete

Site Prep North Bank Complete

June 2016

October 2016

-4

Complete

North Bank Road Gully Section to River Road Complete

February 2016

November 2016

-9

Complete

Phase 3 â&#x20AC;&#x201C; Worker Accommodation

August 2016

Complete

North Bank (271) Road complete

June 2016

July 2017

South Bank Stage 1 Cofferdam Complete

April 2017

December 2016

On Track

Tender Design for 5L5 Complete

February 2017

On Track

Moberly Bridge Complete

November 2016

December 2016

Transmission Peace Canyon Gas Insulated Switchgear Contract Award

February 2017

On Track

Transmission 5L5 & 5L6 Tower Contract Award

February 2017

On Track

-13

-1

Status

Late 3

Late

1.5

For the reporting period, there were no material impacts on the generation operation

at the GM Shrum and Peace Canyon Dams or on water management at the Williston

and Dinosaur reservoirs.

1.6

Refer to Appendix A for site construction photographs.

Impacts on Other BC Hydro Operations

Site Photographs

The plan date for this milestone assumed a later date than the date submitted by Peace River Hydro Partners on contract award.

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Project Schedule

2.1

Project In Service Dates

BC Hydro currently shows all in service dates on track per Table 13.

Table 13 Description/Status

Project In-Service Dates Final Investment Decision Planned 4 ISD

F2017-F2019 5 Service Plan

Status and Comments

5L5 500kV Transmission Line

October 2020

September 2020

On Track

Site C Substation

November 2020

October 2020

On Track

5L6 500kV Transmission Line

July 2023

September 2023

On Track

Unit 1 (First Power)

December 2023

On Track

Unit 2

February 2024

On Track

Unit 3

May 2024

On Track

Unit 4

July 2024

On Track

Unit 5

September 2024

On Track

Unit 6

November 2024

On Track

The approved Final Investment Decision schedule involved the first unit coming into

service in December 2023. The Project has advanced implementation phase

activities to mitigate schedule risk.

Project Costs and Financing

3.1

Project Budget Summary

Table 14 below presents the overall Project Budget, based on the Final Investment

Decision (December 2014), represented in nominal dollars.

4 5 6

Based on plan at Final Investment Decision, December 2014. Based on BC Hydro F2017-F2019 Service Plan approved in January 2016. Status based on comparison to BC Hydro F2017-F2019 Service Plan.

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Table 14

Project Budget Summary

Description

Capital Amount (Nominal $ million) *

Dam, Power Facilities, and Associated Structures

4,120

Offsite Works, Management and Services

1,575

Total Direct Construction Cost

5,695

Indirect Costs

1,235

Total Construction and Development Cost

6,930

Interest During Construction

1,405

Project Cost, before Treasury Board Reserve

8,335

Treasury Board Reserve

440

Total Project Cost

8,775

Budget values are rounded to the nearest $5 million and include allocations of contingency.

3.2

Table 15 provides a summary of the Final Investment Decision approved total

Project cost, the current forecast total Project cost and the variance between the

two; and the plan to date amounts, the actual costs to date and the variance

between the two.

Project Expenditure Summary

8 9 10

Table 15

Description

Total Project Costs Treasury Board Reserve Authorized Project Cost

Final Investment Decision

Total Project Expenditure Summary ($ million Nominal) Compared to Final Investment Decision Forecast

Final Investment Decision Plan to Date

Actuals to Date

8,335

908

1,284

440

8,775

908

1,284

Variance

(376) 0 (376)

Table 16 provides a summary of the F2017-F2019 Service Plan total Project cost,

the current forecast total Project cost and the variance between the two; and the

plan to date amounts, the actual costs to date and the variance between the two.

Site C Clean Energy Project Page 31

PUBLIC Quarterly Progress Report No. 5 F2017 Second Quarter â&#x20AC;&#x201C; July 2016 to September 2016

1 2 3

Table 16

Description

Total Project Costs Treasury Board Reserve Authorized Project Cost

F2017-F2019 Service Plan

Total Project Expenditure Summary ($ million Nominal) Compared to F2017-F2019 Service Plan Forecast

F2017-F2019 Service Plan to Date

Actuals to Date

8,335

1,218

1,284

440

8,775

1,218

1,284

Variance

(66) 0 (66)

There is no variance between the total project costs approved in the Final

Investment Decision and the total project costs approved in the

F2017-F2019 Service Plan. Variances between the plan to date amounts occur due

to differences in the timing of project implementation activities.

Variances are primarily due to earlier than planned expenditures related to Worker

Accommodation and Main Civil Works. Further explanations are in Appendix D.

3.3

Internal Project Financing versus External Borrowings to Date

To date, all project funding has been from internal borrowings. In March 2016, the

British Columbia Utilities Commission approved a Debt Hedging Regulatory Account

that will capture the gains and losses related to the hedging of future debt issuance

(which includes financing of expenditures related to Site C) over a ten-year period. In

addition to portfolio adjustments that are currently being implemented whereby

BC Hydro is reducing its exposure to variable rate debt and increasing its issuance

of fixed rate debt, a strategy has been developed that recommends hedging

50 per cent of BC Hydroâ&#x20AC;&#x2122;s future forecasted borrowing requirements from F2017 to

F2024 through the use of derivative contracts.

Site C Clean Energy Project Page 32

PUBLIC Quarterly Progress Report No. 5 F2017 Second Quarter – July 2016 to September 2016

Material Project Risks

This section describes the material Project risks that have high residual exposure to

BC Hydro. Commercially sensitive numbers and content, and/or content that could

be seen to prejudice BC Hydro’s negotiating position, are redacted in the public

version. Note that the residual consequence and residual probability levels are

qualitative assessments. Refer to Table 17 for a list of risks.

Table 17 Risk Event/ Description Delay to Permitting

Litigation

First Nations

Material Project Risks Risk and Response Summary

Trend in Risk 7 Exposure

Permits and licences are still required for several portions of construction activity. Delays to these permits and licences will result in delays to the associated construction work. BC Hydro continues to consult with federal and provincial authorities, local government and First Nations to mitigate this risk. BC Hydro is awaiting the outcome of a judicial review of permits as described below. If BC Hydro is unsuccessful, this could result in a delay to the work underway and claims arising. The federal Fisheries Act Authorization and Navigation Protection Act approvals were issued on July 27, 2016. This has decreased the risk exposure for the reporting period. A Notice of Application has been filed in the federal court, challenging the Fisheries Act Authorization.



Refer to section 1.2.2 and Table 2 for status of judicial reviews related to environmental approvals and permits. On September 15, 2016 the BC Court of Appeal dismissed the Peace Valley Landowners Associations’ (PVLA) appeal to reverse Site C approval of the earlier BC Supreme Court decision (July 2015 Supreme Court granting Site C the Environmental Assessment Certificate).



BC Hydro has made progress on negotiating agreements with First Nations and has reached substantive agreement with several First Nations. The status of other specific negotiations is confidential at this time. Impact Benefit Agreements with First Nations provide First Nations with Project benefits and mitigate the risk of legal challenges.



Arrow direction represents the change since the last Quarterly Progress Update report.

Site C Clean Energy Project Page 33

PUBLIC Quarterly Progress Report No. 5 F2017 Second Quarter â&#x20AC;&#x201C; July 2016 to September 2016

Risk Event/ Description Market response to procurement

Labour Relations & Stability

Risk and Response Summary

Trend in Risk 7 Exposure

There is a risk that strong competition does not occur during procurement, which may result in higher premiums, mark ups and overall prices on labour and materials. This risk has been mitigated via market soundings, robust Request for Qualifications processes, honorariums for un-successful short-listed proponents that submitted a bona fide proposal, and other engagement activities. All three major procurement processes completed to date (Worker Accommodation, Main Civil Works, Turbine and Generators) have had positive responses. BC Hydro completed the Request for Qualifications process for the Generating Station and Spillways Civil Works Contractor and short-listed four qualified proponents to receive the Generating Station and Spillways Request for Proposal. Market response risks will continue to be monitored and could be impacted if the project construction schedule is delayed significantly.

ď&#x192;Ş

ď&#x192;¨

Site C Clean Energy Project Page 34

PUBLIC Quarterly Progress Report No. 5 F2017 Second Quarter – July 2016 to September 2016

Risk Event/ Description Geotechnical risks

Construction cost – labour

Risk and Response Summary

Trend in Risk 7 Exposure

The key geotechnical risks include unexpected shears encountered during construction; deeper than expected relaxation joints; bedding planes worse than expected; larger than expected deterioration of shale bedrock once exposed during construction; and Rock Rebound/Swell. Current strategies to mitigate geotechnical risks include: Transfer some degree of ground condition risks to the Contractor; Design contracts that allow the contractor to respond to unexpected ground conditions (potentially through pre-agreed pricing); and, conduct field-scale trials to determine the response when shale bedrock is exposed to the elements. Events associated with geotechnical risks have occurred on the North Bank gully crossing, where unexpected slope failure occurred. BC Hydro has resolved the issue by working with the contractor to provide an engineered solution, and addressed it within available project funds. Geotechnical monitoring is underway for the Roller-Compacted Concrete Buttress excavations.



Potential cost increases could arise if there is competition with other projects for labour resources, labour instability, or changing workforce demographics. BC Hydro is partially mitigating this risk through regional job fairs to increase local participation and investments in skills training ($1.5 million invested to date). This risk is also partially mitigated by consideration of labour stability during contractor selection. Based on current market conditions in the infrastructure and energy sector, BC Hydro believes the risk of unexpectedly high labour prices has decreased since the Final Investment Decision. There remains the potential for market conditions to shift in the future and this risk to increase.



Site C Clean Energy Project Page 35

PUBLIC Quarterly Progress Report No. 5 F2017 Second Quarter – July 2016 to September 2016

Risk Event/ Description Construction cost – commodities and equipment

Construction execution

Risk and Response Summary

Trend in Risk 7 Exposure

Potential cost increases could arise if market prices for key commodities and equipment increase, or if overall market activity results in higher contractor profit margins. BC Hydro continues to review pricing for commodity cost for which it retains risk, and does not see early indications on market price pressures at this point. For example, BC Hydro retains exposure to fuel prices (generally diesel), which have decreased compared to prices in the budget. Fuel prices may increase in the future due to global market forces. BC Hydro will consider the potential to hedge these prices, where appropriate. Based on current market conditions in the infrastructure and energy sector BC Hydro believes that the risk of unexpectedly high market prices has decreased since the Final Investment Decision. There remains the potential for market conditions to shift and this risk to increase in the future. More information will be available upon conclusion of other major contracts such as the Generating Station and Spillways civil works contract.



Contractors may be unable to execute successfully the contracted scope resulting in additional costs to BC Hydro. Risk mitigation activities include: robust procurement processes to determine whether contractors have the capability to undertake their scope of work; cross-functional construction readiness review to confirm contractor and BC Hydro readiness before authorizing the start on any specific scope of work; BC Hydro increased on-site supervision to address environmental compliance issues; and BC Hydro contracts include step-in rights to allow for BC Hydro correction in the case of contractor failure.



Site C Clean Energy Project Page 36

PUBLIC Quarterly Progress Report No. 5 F2017 Second Quarter – July 2016 to September 2016

Risk Event/ Description Foreign exchange

Interest rate variability

Change in Tax Rates

Risk and Response Summary

Trend in Risk 7 Exposure

Some of Site C project costs are in foreign currency, and will be affected by fluctuations in the exchange rate between the Canadian Dollar and these foreign currencies. Approximately 20 per cent of the Site C capital costs are based on foreign currency. The Canadian dollar has weakened significantly compared to the US dollar since the 2014 capital cost estimate was developed. However, the award of major contracts (particularly the Turbine Generator contract) has reduced BC Hydro’s exposure to currency fluctuations by transferring the risk to the contractor after award. The impact on future procurements may be larger than BC Hydro has seen to date, depending on future movement in foreign exchange markets, future movement in commodity and equipment markets, and the ability of the proponents to source from a range of foreign markets. Residual risk on contracts yet to be procured is partially mitigated through contractor flexibility around sourcing of material, resulting in an exposure to a basket of currencies rather than solely the US dollar.



Interest during construction costs will be affected by fluctuations in market interest rates. Currently, market interest rates are expected to be lower than assumed in BC Hydro’s budget at the Final Investment Decision. In addition to portfolio adjustments that are currently being implemented whereby BC Hydro is reducing its exposure to variable rate debt and increasing its issuance of fixed rate debt, a strategy was developed to hedge approximately 50 per cent of BC Hydro’s future forecasted borrowing requirements from F2017 to F2024 through the use of derivative contracts. An application to the Commission for a new Debt Hedging Regulatory Account that will capture the gains and losses related to the hedging of future debt issuance was approved by the British Columbia Utilities Commission in March 2016. BC Hydro began implementation of this hedging program early in F2017 and expects interest rate risk to decline over time



There is the potential for a change in tax rates that apply to Site C (e.g., PST, carbon tax) as well as the potential for a portion of GST to be unrecoverable. BC Hydro is monitoring potential changes to federal and provincial taxes and their potential effects. Where appropriate, BC Hydro will secure advance rulings on tax applicability to reduce uncertainty in treatment.



Site C Clean Energy Project Page 37

Site C Clean Energy Project

Quarterly Progress Report No. 5

Appendix A Site Photographs

Quarterly Progress Report No. 5 F2017 Second Quarter â&#x20AC;&#x201C; July 2016 to September 2016 Appendix A

Figure A-1

Installing 138 kV Drops into Site C Temporary Substation. Photo taken July 2016

Figure A-2

Left Bank Excavation. Photo taken July 1, 2016

Site C Clean Energy Project Page 1 of 6

Quarterly Progress Report No. 5 F2017 Second Quarter â&#x20AC;&#x201C; July 2016 to September 2016 Appendix A

Figure A-3

Crew Installing Air Handling Unit for the Gymnasium. Photo taken July 25, 2016

Figure A-4

North Foundation for Roller-Compacted Concrete Batch Plant. Photo taken July 29, 2016

Site C Clean Energy Project Page 2 of 6

Quarterly Progress Report No. 5 F2017 Second Quarter â&#x20AC;&#x201C; July 2016 to September 2016 Appendix A

Figure A 5

Worker Accommodation Lobby. Photo taken August 3, 2016

Figure A-5

Looking Easterly on River Road. Working on Road Maintenance. Photo taken August 3, 2016

Site C Clean Energy Project Page 3 of 6

Quarterly Progress Report No. 5 F2017 Second Quarter – July 2016 to September 2016 Appendix A

Figure A-6

Right Bank Adit No. 5 – In progress Drilling for Instrumentation. Photo taken August 4, 2016

Figure A-8

Right River Bank – Erosion Protection On-going Works between Right Bank Cofferdam Sta. 0+900 and Sta. 1+000 (4Evergreen). Photo taken August 7, 2016

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Quarterly Progress Report No. 5 F2017 Second Quarter â&#x20AC;&#x201C; July 2016 to September 2016 Appendix A

Figure A-9

Right Bank Cofferdam. Photo taken August 16, 2016

Figure A-10

Looking East at North Bank River Gully. Photo taken September 25, 2016

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Quarterly Progress Report No. 5 F2017 Second Quarter â&#x20AC;&#x201C; July 2016 to September 2016 Appendix A

Figure A-11

Pier 1 Girders Complete for Moberly River Construction Bridge

Figure A-12

Installing Bridge Deck Panels on the Moberly River Construction Bridge

Site C Clean Energy Project Page 6 of 6

Site C Clean Energy Project

Quarterly Progress Report No. 5

Appendix B Summary of Individual Contracts Exceeding $10 million

PUBLIC

Quarterly Progress Report No. 5 F2017 Second Quarter â&#x20AC;&#x201C; July 2016 to September 2016 PUBLIC Appendix B

CONFIDENTIAL ATTACHMENT FILED WITH BCUC ONLY

Site C Clean Energy Project Page 1 of 1

Site C Clean Energy Project

Quarterly Progress Report No. 5

Appendix C Project Progression

PUBLIC

Quarterly Progress Report No. 5 F2017 Second Quarter â&#x20AC;&#x201C; July 2016 to September 2016 PUBLIC Appendix C

CONFIDENTIAL ATTACHMENT FILED WITH BCUC ONLY

Site C Clean Energy Project Page 1 of 1

Site C Clean Energy Project

Quarterly Progress Report No. 5

Appendix D Detailed Project Expenditure

PUBLIC

Quarterly Progress Report No. 5 F2017 Second Quarter â&#x20AC;&#x201C; July 2016 to September 2016 PUBLIC Appendix D

CONFIDENTIAL ATTACHMENT FILED WITH BCUC ONLY

Site C Clean Energy Project Page 1 of 1

Site C Clean Energy Project

Quarterly Progress Report No. 5

Appendix E Workforce Overview

Quarterly Progress Report No. 5 F2017 Second Quarter â&#x20AC;&#x201C; July 2016 to September 2016 Appendix E

Table E-1

Current Site C Jobs Snapshot (July to 8 September 2016)

July 2016 Type of Work

Construction and Environmental and Non- Construction Contractors9 (including some subcontractors). Excludes work performed outside of B.C. (e.g., Manufacturing) Engineers and Project Team10 TOTAL

Number of B.C. Workers

August 2016 Number of Total Workers

Number of B.C. Workers

September 2016

Number of Total Workers

1,035

1,345

406

1,066

1,345

1,200

345

376

380

415

357

1,580 (87%)

1,816

1,392 (80%)

1,411 (82%)

1,721

1,401

Number of B.C. Workers

1,750

Employment numbers provided by Site C contractors and consultants are subject to revision. Data not received by project deadline may not be included in the above numbers. During the month of September 2016, there were no workers working under the federal Temporary Foreign Worker Program from Construction and Environmental Contractors. BC Hydro has contracted companies for major contracts, such as main civil works, who have substantial global expertise. In September 2016, there were 22 management and professionals working on the project through the federal International Mobility Program.

8 9

Employment numbers are direct only and do not capture indirect or induced employment. Construction and Environmental and Non- Construction Contractors includes work performed on Site C dam site, transmission corridor, reservoir clearing area, public roadwork, worker accommodation and services. Project Team includes consultants, BC Hydro Construction Management and other offsite Site C project staff. An estimate is provided where possible if primary residence is not given.

Site C Clean Energy Project Page 1 of 2

Quarterly Progress Report No. 5 F2017 Second Quarter â&#x20AC;&#x201C; July 2016 to September 2016 Appendix E

Table E-2

Preliminary Site C Apprentices Snapshot (July to September 2016)

Month

Number of Apprentices

July 2016

August 2016

September 2016

Data is subject to change based on revisions received from the contractors.

Table E-3

Current Site C Job Classification Groupings

Carpenters

Construction and Environmental Inspectors

Construction Managers/ Supervisors

Crane Operators

Electricians

Engineers

Biologists & Laboratory

Health Care Workers

Heavy Equipment Operators

Housing Staff

Kitchen Staff

Labourers

Mechanics

Welders

Office Staff

Pipefitters

Plumbers

Security Guards

Surveyors

Truck Drivers

Site C Clean Energy Project Page 2 of 2

Site C Clean Energy Project

Quarterly Progress Report No. 5

Appendix F Site C Construction Schedule

Quarterly Progress Report No. 5 F2017 Second Quarter â&#x20AC;&#x201C; July 2016 to September 2016 Appendix F

Table F-1

Site C Construction Schedule

Site C Clean Energy Project Page 1 of 1

This is Exhibit 'F" mentioned and referred to in the Affidavit of Robert McCullough, affirmed before me in the City of Portland, in the

State of Oregon, this 31st day of January, 2018,

A Notary Pubti

T7zjfcef OFFICIAL STAMP

^gl&TRACEY ELIZABETH BELDING NOTAHY PUBLIC-OREGON

siffigy

COMMISSION NO. 939746

MY COMMISSION EXPIRES JUNE 03, 2019

{18001-001/00637997.1}

<I) BC Hydro Power smart Chris O'Ri/ey President & Chief Operating Officer BC Hydro Email: chris.orilev@bchydro.com

December 20, 2017

Mr. Patrick Wruck Commission Secretary and Manager Regulatory Support British Columbia Utilities Commission Suite 410, 900 Howe Street Vancouver, BC V6Z 2N3

Re: Site C Clean Energy Project, PUBLIC Quarterly Progress Report No. 9

Dear Mr. Wruck, Enclosed is the ninth Quarterly Progress Report for the Site C project, for the reporting period from July 01, 2017 to September 30, 2017. This document is provided in fulfilment of the quarterly project progress reporting requirement, as set out in the Site C Reporting and Accountability Framework. The Board of Directors of BC Hydro approved the report on December 06, 2017. Âˇ Subsequent to the reporting period, on December 11, 2017, the Provincial Government announced its approval to proceed with the Site C project. As part of this announcement, BC Hydro provided a revised cost estimate of $10.7 billion, including the project reserve, which has been noted in this report. The next Quarterly Progress Report will be issued in March 2018. Sincerely,

Chris O'Riley Enclosure cc: Diane McSherry, Vice-President & Project Director, Site C project

British Columbia & Power Authority, 333 Dunsmuir Street, Vancouver, BC V6B 5R3 bchydro.com

Site C Clean Energy Project

Quarterly Progress Report No. 9

F2018 Second Quarter

July 2017 to September 2017

PUBLIC

PUBLIC Quarterly Progress Report No. 9 F2018 Second Quarter â&#x20AC;&#x201C; July 2017 to September 2017

Table of Contents 1

Project Status ..................................................................................................... 1 1.1 Overview and General Project Status ....................................................... 1 1.2 Major Accomplishments, Work Completed, Key Decisions and Key Issues........................................................................................................ 3 1.2.1 Aboriginal Consultation ............................................................... 3 1.2.2 Litigation ..................................................................................... 4 1.2.3 Permits and Government Agency Approvals .............................. 5 1.2.4 Engineering and Construction..................................................... 6 1.2.5 Safety ....................................................................................... 15 1.2.6 Environment.............................................................................. 16 1.2.7 Employment, Labour and Training and Building Capacity Initiatives ................................................................................... 19 1.2.8 Community Engagement & Communication ............................. 21 1.3 Key Procurement and Contract Developments ....................................... 26 1.3.1 List of Major Contracts Awarded (Excess of $50 million) .......... 28 1.3.2 Large Contracts to Date (Excess of $10 million) ....................... 28 1.3.3 Contract Management .............................................................. 28 1.4 Plans During Next Six Months ................................................................ 30 1.5 Impacts on Other BC Hydro Operations.................................................. 31 1.6 Site Photographs..................................................................................... 31 Project Schedule .............................................................................................. 32 2.1 Project In Service Dates .......................................................................... 32 2.2 Schedule Contingency ............................................................................ 32 Project Costs and Financing ............................................................................ 34 3.1 Project Budget Summary ........................................................................ 34 3.2 Project Expenditure Summary ................................................................ 35 3.3 Internal Project Financing versus External Borrowings to Date .............. 36 Material Project Risks....................................................................................... 37

List of Figures Figure 1

Map of Main Civil Works Work Areas ................................................. 9

Site C Clean Energy Project Page i

PUBLIC Quarterly Progress Report No. 9 F2018 Second Quarter â&#x20AC;&#x201C; July 2017 to September 2017

List of Tables Table 1 Table 2 Table 3 Table 4 Table 5 Table 6 Table 7 Table 8 Table 9 Table 10 Table 11 Table 12 Table 13 Table 14 Table 15 Table 16

Project Status Dashboard .................................................................. 2 Summary of Proceedings with Hearings or Decisions Pending .......... 4 Status of Scope Completion ............................................................... 8 Scope of Main Civil Works Contract ................................................... 9 Quality Management Non-Conformity Report Metrics ...................... 14 Safety Metrics .................................................................................. 15 Site C Jobs Snapshot ....................................................................... 20 Public Enquiries Breakdown ............................................................. 23 Major Project Contracts and Delivery Models .................................. 26 Major Project Contracts Awarded ..................................................... 28 Key Milestones ................................................................................. 30 Project In-Service Dates................................................................... 32 Project Budget Summary ................................................................. 34 Total Project Expenditure Summary ($ million Nominal) Compared to Final Investment Decision ........................................... 35 Total Project Expenditure Summary ($ million Nominal) Compared to F2017-F2019 Service Plan ......................................... 35 Material Project Risks....................................................................... 37

Appendices Appendix A Appendix B Appendix C Appendix D Appendix E Appendix F

Site Photographs Summary of Individual Contracts Exceeding $10 million Project Progression Detailed Project Expenditure Workforce Overview Site C Construction Schedule

Site C Clean Energy Project Page ii

PUBLIC Quarterly Progress Report No. 9 F2018 Second Quarter â&#x20AC;&#x201C; July 2017 to September 2017

Project Status

This Quarterly Progress Report No. 9 (Report No. 9) provides information concerning the Site C Clean Energy Project (Project) covering the period from July 1, 2017 to September 30, 2017.

1.1

Overview and General Project Status

The Project will construct a third dam and hydroelectric generating station on the Peace River in northeast B.C. to provide 1,100 megawatts of capacity, and produce about 5,100 gigawatt hours per year. In December 2014, the Project received approval from the Provincial Government to proceed to construction. As indicated in the October 4, 2017 British Columbia Utilities Commission Site C Inquiry filing, BC Hydro has encountered some geotechnical and construction challenges on the project. Based on the recent completion of a constructability review, and an executive meeting with our Main Civil Works contractor, on September 27, 2017 we determined that we will not be able to meet the current timeline for river diversion in 2019. While this will set some activities back a year, we had a one-year float built into our schedule and we are confident BC Hydro can still deliver this project on time, by November 2024. Not meeting the current river diversion timeline has created new pressures on the projectâ&#x20AC;&#x2122;s budget. BC Hydro estimates that this development is expected to increase the project cost by 7.3 per cent or $610 million. Subsequent to the reporting period, on December 11, 2017, the Provincial Government announced their approval to proceed with the Site C project. As part of this announcement, BC Hydro provided a revised cost estimate of $10.7 billion, including the project reserve. Table 1 provides a dashboard based on the Project status as at September 30, 2017.

Site C Clean Energy Project Page 1

PUBLIC Quarterly Progress Report No. 9 F2018 Second Quarter – July 2017 to September 2017

Table 1

Project Status Dashboard

 Green: No Concerns;  Amber: Some Concerns but in Control;  Red: Serious Concerns Status as of:

September 2017

Overall Project Health



Scope

 Scope changes have been minimal and the changes are expected to be managed within contingencies.

Schedule



Cost

The project has encountered geotechnical and construction challenges and the risk to the river diversion timeline has materialized. While this sets some activities back by a year the project had one year of float built into the schedule and BC Hydro is on track to deliver the project on time by November 2024.

The project has revised its schedule as a result of the delay in river diversion from 2019 to 2020. The project is still on track for the overall in service date of 2024.

 Subsequent to the reporting period, the Provincial Government announced their approval to proceed with the Site C project. As part of this announcement, BC Hydro provided a revised cost estimate of $10.7 billion, including the project reserve.

Regulatory, Permits & Tenures

 Permits are on track and meeting schedule requirements with 207 permits/authorizations obtained to date and 148 permits/authorizations estimated remaining. BC Hydro is developing a coordinated First Nations consultation process with the Ministry of Forest, Lands and Natural Resources and Rural Development to assist with the government permit workload. Additionally, BC Hydro is working closely with Forest, Lands and Natural Resources and Rural Development to resolve an on-going property crown lease conflict along the transmission alignment. Resolution is critical to proceeding with the transmission activities on site in spring 2018. Subsequent to the reporting period, this issue has been resolved.

Environment

 During this quarter, the Environmental Assessment Office inspected the site once and finalized their non-site related inspection of the proposed Cache Creek Bridge and Highway re-alignment. Canadian Environmental Assessment Agency, Environment Canada, Transport Canada and Forest, Lands and Natural Resource Operations also conducted a single inspection each this quarter. The regulators provided observations of improved environmental planning and oversight – specifically pertaining to sediment and erosion control. An area of continued risk relates to the potential for the regulators to add environmental prescriptive requirements or reduce discharge/acceptance limits. BC Hydro staff are working closely with the regulators to ensure revisions to the various environmental plans comply with the legal requirements while balancing commercial impacts.

Risks

 Identified risks are being managed and treatments are in place or planned. For details refer to section 4 Material Project Risks below.

Procurement

 Progress continues on the three Generating Station & Spillways procurements: Civil, Hydromechanical Equipment and Cranes. The Transmission Line Conductor and Construction Requests For Proposal were issued in September 2017. The substation Request For Proposals closed in August 2017 and is under evaluation. The Wildlife Mitigation Structures direct award is in final negotiations.

Site C Clean Energy Project Page 2

PUBLIC Quarterly Progress Report No. 9 F2018 Second Quarter – July 2017 to September 2017

Status as of:

September 2017

Indigenous Relations

 Six of ten agreements are fully executed and in implementation. Work continues to understand and mitigate spiritual, cultural and potential burial sites in the Cache Creek area. BC Hydro will review the required boat ramp location in the area; further engagement with other Nations and users will begin shortly. Environmental Assessment Office has deemed the Cultural Resources Mitigation Plan non-compliant and the plan is being updated. Nun wa dee continues to challenge consultation surrounding that work, also continuing to reinforce their opinion that BC Hydro is out of compliance with Federal and Provincial conditions related to cultural and heritage resource mitigation. BC Hydro continues to respond to their concerns.

Litigation

 Decisions made by the Crown may be subject to additional judicial reviews by First Nations and others who may oppose the project.

Safety

 There were three lost time incidents, eight medical aid with treatment injuries and seven serious near miss incidents this quarter.

Stakeholder Engagement

 BC Hydro continues to work with the communities, regional district and stakeholder groups on the implementation of various community agreements. Northern Development Initiatives Trusts notified four selected projects under the GO Funding in September 2017 and is currently accepting submissions for the December 2017 selection process. The Regional Communities Legacy Committee's next meeting is scheduled for October 18, 2017. However, the committee is considering postponing the meeting until the early 2018.

1.2

Major Accomplishments, Work Completed, Key Decisions and Key Issues

1.2.1

Aboriginal Consultation

Pursuant to the Environmental Assessment Certificate and Federal Decision Statement, BC Hydro is required to consult with 13 Indigenous groups with respect to the construction stage of the Project. This consultation includes provision of information on construction activities, support for the permit review process, and review and implementation of mitigation, monitoring and management plans, and permit conditions. Accommodation offers were originally extended to ten Indigenous groups. Six agreements have been fully executed and are in various stages of implementation. One agreement is in legal drafting. Efforts are ongoing to conclude Impact Benefits Agreements with the remaining three Indigenous groups. To date, Impact Benefits Agreements with Doig River First Nation, Halfway River First Nation Site C Clean Energy Project Page 3

PUBLIC Quarterly Progress Report No. 9 F2018 Second Quarter â&#x20AC;&#x201C; July 2017 to September 2017

and McLeod Lake Indian Band, and Project Agreement with Dene Thaâ&#x20AC;&#x2122; First Nation have been reached. 1.2.2

Litigation

The details of the various proceedings and hearings with decisions pending are summarized in Table 2 below. Table 2

Summary of Proceedings with Hearings or Decisions Pending

Outcome

Date

Federal Court: Federal Environmental Approval Prophet River First Nation West Moberly First Nations

Petition dismissed Appeal dismissed Leave to Appeal to Supreme Court of Canada dismissed.

August 28, 2015 January 23, 2017 June 29, 2017

B.C. Court: Provincial Environmental Assessment Certificate Prophet River First Nation West Moberly First Nations

Petition dismissed Appeal dismissed Leave to Appeal to Supreme Court of Canada dismissed.

September 18, 2015 February 2, 2017 June 29, 2017

Injunction - dismissed Petition dismissed Appeal filed Hearing date

August 28, 2015 October 31, 2016 November 30, 2016 To Be Determined

Prophet River First Nation West Moberly First Nations

First Nations Water License appeal withdrawn

C. London

London Hearing date

Appeals Filed: March 29, 2016 and First Nations Appeal Withdrawn: July 17, 2017 To Be Determined

Civil claim filed Response to claim filed

March 2, 2015 April 10, 2015

B.C. Court: Provincial Permits Prophet River First Nation West Moberly First Nations

Environmental Appeal Board

Other Proceedings Building Trades vs. BC Hydro

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PUBLIC Quarterly Progress Report No. 9 F2018 Second Quarter â&#x20AC;&#x201C; July 2017 to September 2017

1.2.3

Permits and Government Agency Approvals

1.2.3.1

Background

In addition to the Environmental Assessment Certificate and the Federal Decision Statement, Provincial permits and Federal authorizations are required to construct the Project. Timing of the application for these permits and authorizations is staged and aligned with the construction schedule, availability of detailed design information, and by project component. Approximately 355 permits will be required throughout the life of the project. Prior to the reporting period, 184 permits had been received and are being actively managed. During the reporting period, 23 new permits were received in accordance with the schedule. 1.2.3.2

Federal Authorizations

Federal authorizations are required under the Fisheries Act (Fisheries and Oceans Canada) and the Navigation Protection Act (Transport Canada). All major Federal authorizations for construction and operation of the Site C dam and reservoir were received in July 2016. At this time, no further Fisheries Act authorizations are anticipated. Additional Navigation Protection Act approvals for discrete works in the reservoir (e.g., shoreline works, debris booms and Highway 29 bridges), are anticipated to be issued at the regional level. 1.2.3.3

Provincial Permits

The plan for obtaining Site C Provincial permits involves a phased approach to the submission of applications to the Ministry of Forests, Lands and Natural Resource Operations based on project components and construction schedule. Provincial permits are required primarily under the Land Act, Water Sustainability Act, Forest Act, Heritage Conservation Act, and Mines Act. The majority of the permits are administered by the Ministry of Forests, Lands and Natural Resource Operations and the Ministry of Energy and Mines.

Site C Clean Energy Project Page 5

PUBLIC Quarterly Progress Report No. 9 F2018 Second Quarter – July 2017 to September 2017

Approximately 310 Provincial permits and approvals will be required throughout the life of the project. As of this reporting period, 207 permits have been obtained with another 21 permit submissions pending approval. 1.2.3.4

Permitting Improvement

In order to efficiently and effectively manage the large volume of permits required for the project, BC Hydro continues to engage with regulators, Indigenous groups and contractors to share information, seek feedback, and identify process improvements. Process improvements implemented include the following: 

BC Hydro continues to facilitate meetings with the Comptroller of Water Rights and contractors to ensure permit applications are coordinated, timely and sufficient;



Regular permitting forums are being held with Indigenous Groups to share information on upcoming permit applications and to seek feedback before applications are submitted to regulators. In F2017, a total of four forums were held. Two forums have been held to date of this reporting period in F2018.



BC Hydro continues to support the Ministry of Forests, Lands and Natural Resource Operations during the First Nations consultation process by attending consultation meetings when invited to do so, and responding to First Nations questions on permit applications.

1.2.4

Engineering and Construction

1.2.4.1

Engineering

The technical specifications for the Hydromechanical Equipment and Spillway, Power Intakes and Powerhouse have been issued in draft to the shortlisted respondents and planning is underway for proposal evaluations. The Main Civil Works implementation design is nearly complete and work continues to support construction. Design updates to the left bank overburden slope are in progress which incorporate the contractor’s major construction roads within the final slope to Site C Clean Energy Project Page 6

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an appropriate standard of reliability. The few remaining Main Civil Works construction drawings are being released in accordance with project schedule requirements. The Specifications and modelling for the Completions Contract are progressing to meet project schedule for a Request for Proposal, approximately 32 per cent complete for the Completions and 38 per cent complete for the Major Electric Equipment specifications. Implementation design is at 95 per cent for the 500 kV transmission lines and Site C Substation. Work is progressing on the Protection and Controls systems to meet project schedule with remaining requirements being established and reviewed for Site C operating procedures within the system. Definition phase design for Hudsonâ&#x20AC;&#x2122;s Hope Shoreline Protection has been completed to meet early water licence requirements. Planning for Highway 29 final design is being updated to meet project schedule and requirements. The last Technical Advisory Board meeting was held in June 2017. Several conference calls were completed in September 2017 to update the Technical Advisory Board on the Left Bank. A Technical Advisory Board site visit and workshop was carried out in October 2017 to discuss the left bank and status of the right bank excavations and progress of Roller-Compacted Concrete. The next full Technical Advisory Board meeting is scheduled for scheduled for January/February 2018. 1.2.4.2

Construction

Refer to Appendix F for the full construction schedule.

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Early Works Table 3

Status of Scope Completion Scope

Complete

Clearing North Bank



South Bank

 

Lower Reservoir Clearing North Bank Site Preparation North Bank Road



North Bank Excavation



North Bridge Approach



South Bank Site Preparation Septimus Road



Substation Pad & Associated Roads



Septimus Siding



Offsite Public Roads (around dam site) 271 Road



Old Fort Road



North View Point



As of September 30, 2017 clearing at Lower Reservoir was substantially complete and remaining clearing is on hold pending the outcome of the BC Utilities Commission review and Government decision. The remaining merchantable timber will be transported to local mills and non-merchantable timber will be disposed of in fall 2017. As of September 30, 2017 clearing at Moberly River, which is being planned over two seasons, was approximately 45 per cent complete. Remaining clearing on Moberly River as well as the Eastern Reservoir is on hold pending the outcome of the BC Utilities Commission review and Government decision. Work on Old Fort Road was completed July 31, 2017 and 271 Road was completed in October 2017, later than planned due to poor weather and ground conditions. The North View Point road and viewing area gravel surfacing is substantially was complete. 1

Completed in October 2017, outside of this reporting period.

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Main Civil Works Table 4 Component

Scope of Main Civil Works Contract Description

Diversion works

Two approximately 11 metre diameter concrete-lined tunnels approximately 750 metres in length

Excavation and bank stabilization

Approximately 26 million cubic metres of overburden and rock excavation

Relocation

Relocation of surplus excavated material (including management of discharges)

Dams and Cofferdams

A zoned earth embankment dam 1,050 metres long and 60 metres above the present riverbed and stages 1 and 2 cofferdams

Roller-Compacted Concrete

Buttress â&#x20AC;&#x201C; 800 metres long with 2 million cubic metres of concrete

Figure 1

Map of Main Civil Works Work Areas

Based on the recent completion of a constructability review, and an executive meeting with the Main Civil Works contractor, on September 27, 2017 BC Hydro determined that it will not be able to meet the current timeline for river diversion in 2019.

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Left Bank To mitigate delays experienced on the Left Bank, BC Hydro has developed a plan to enable work to continue over the winter months which include three key activities that need to progress over the winter. The work includes: 

temporary haul road construction which includes completion of panel excavations to unload and stabilize the second tension crack, a bypass road to allow excavated materials to be moved to area L5 and starting the construction of a till haul road across the left bank;



diversion inlet portal excavation which includes benched excavation above the inlet portal to allow work to commence on construction of the inlet portals; and



mass excavation for outlet portal access; excavation needs to ramp up through the winter season to provide access to the outlet portal and dam.

The activities this winter are in support of future work which includes diversion tunnel excavation, completion of the mass Left Bank excavation for slope profiling and creating till haul roads for main dam construction. The three cofferdams on the Left Bank – inlet, outlet and main cofferdams have been completed. Right Bank The Right Bank Approach Channel and Powerhouse excavation milestone for 2017 was substantially achieved on May 31, 2017. The contractor began placement of conventional concrete in the Stilling Basin on June 4, 2017, however Roller-Compacted Concrete production in the Stilling Basin and Powerhouse was lower than projected and Peace River Hydro Partners achieved 30 per cent of the Roller-Compacted Concrete placement for 2017. Through summer 2017, the contractor’s schedule updates and progress reports indicated that the Site C Clean Energy Project Page 10

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Roller-Compacted Concrete production rates could be accelerated in order to meet the 2017 Roller-Compacted Concrete milestones. On August 29, 2017, the contractor reported that the 2017 Roller-Compacted Concrete milestones would not be met. Upon receiving notification, BC Hydro requested that the contractor provide mitigation plans to bring the work back on schedule. The contractor was unable to mitigate the delay. The delays were primarily due to late procurement of key pieces of equipment and spare parts, equipment failures, contractor’s low rates and supply of aggregates production, contractor’s difficulties in managing high day time temperatures that limited/prevented Roller-Compacted Concrete placement during the day in the height of the summer and the forecasted low night time temperatures that would prevent Roller-Compacted Concrete placement during the night shift from September 2017 onwards. BC Hydro and Peace River Hydro Partners are working together to re-sequence the Roller-Compacted Concrete excavations and placement in 2018, 2019 and 2020 to mitigate the risk of the handover date for the Generating Station & Spillways. BC Hydro is also using a portion of the 12 months of owner’s float to extend the contractual In-Service dates for Units 1 to 6 out to provide more schedule duration to complete the Generating Station & Spillways scope of work. Ministry of Transportation and Infrastructure Public Road Upgrades The Ministry of Transportation and Infrastructure’s contractor, A.L. Sims and Sons, has substantially completed 269 Road and 240 Road. Both components are now paved. BC Hydro has entered into a contract with a designated business partner of an Indigenous group for the shoulder widening of 271 Road, which is under Ministry of Transportation and Infrastructure jurisdiction. A portion of the work was completed in 2016. The remaining work is scheduled to be completed by October 2017. In 2016, BC Hydro acquired land and rights from eight property owners in the Cache Creek-Bear Flat area required to construct this section of the Highway. Of the eight

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properties acquired, two of the property owners had homes that would need to be relocated prior to the start of construction. Under the management of the Ministry of Transportation and Infrastructure, work commenced on Highway 29 at Cache Creek-Bear Flat in February 2017 and was completed on March 29, 2017. This included clearing and grubbing of the new highway re-alignment right-of-way and the areas identified as gravel sources to support the future highway construction. Due to highway safety concerns, construction of the Highway 29 re-alignment at Cache Creek-Bear Flat was to be completed prior to the river diversion in 2019. To meet this timeline, construction (grading and paving) of an 8.5 kilometre re-alignment of Highway 29 at Cache Creek-Bear Flat was tendered by the Ministry of Transportation and Infrastructure on June 15, 2017. At the time, BC Hydro estimated that if the Highway 29 section was not complete in time, the cost to delay river diversion by one year would be $630 million. When the provincial government announced the British Columbia Utilities Commission review of the Site C project in August 2017, BC Hydro was asked to delay the relocation of two homes that were to be affected by the highway re-alignment. The grading and paving tender for the re-alignment was cancelled on August 2, 2017. To prevent this delay from impacting the 2019 river diversion milestone, the Ministry of Transportation and Infrastructure was asked to implement a temporary measure, such as a detour, to allow the diversion to proceed without the road re-alignment being completed. The Ministry of Transportation and Infrastructure has confirmed that a temporary detour option for Cache Creekâ&#x20AC;&#x201C;Bear Flat could be implemented to allow River Diversion to continue as scheduled. Subsequently, BC Hydro announced a delay in the River Diversion on October 4, 2017. To confirm, this delay was not connected to a delay in commencing the Highway 29 work as described above.

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In the interim, BC Hydro is working with Ministry of Transportation and Infrastructure to develop potential re-alignment options that meet required design criteria to ensure the safety and reliability of the travelling public while minimizing impacts to Indigenous groups’ and property owners’ interests. Construction work on the Cache Creek-Bear Flat re-alignment will start following a government decision to go forward with the project. Transmission & Substation The Peace Canyon Gas Insulated Switchgear contract was awarded to ABB Inc. The request for proposals for substation construction closed in August 2017 and evaluation is in progress. Requests for Proposals for transmission line conductor and transmission line construction contractor were issued in September 2017. The transmission lines and substation In-service dates remain on schedule. Turbines & Generators Voith Hydro has commenced assembly and welding of embedded turbine components in their temporary manufacturing facility on the Right Bank at Site C. During September 2017, meetings were held with Voith in their São Paulo factory, where the majority of turbine generator components will be made, to initiate manufacture for the turbine runner, stay ring, and wicket gates. Voith are on schedule and on budget and under the current schedule plan to commence installation in the powerhouse by fall 2019. Generating Station & Spillways The complete Generating Station & Spillways Civil Works Request for Proposals with final draft contract was issued on September 1, 2017. A revised schedule was issued to the proponents on October 14, 2017 with extended in-service-dates. At the request of the proponents, the Request for Proposals close date was extended to November 16, 2017.

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Collaborative meetings were held between BC Hydro and each of the three proponents for the Hydromechanical Equipment contract in September 2017. The final draft contract was issued November 7, 2017. A Request for Proposals closed on October 13, 2017 for the Powerhouse Bridge Cranes and Gantry Cranes contract and four proposals were received. The evaluation process is underway. Quality Management Implementation and monitoring of Quality Control and Quality Assurance Plans are required of all contractors. Table 5 below identifies quality management non-conformity instances during the quarter ending September 30, 2017. Table 5 Contract

Quality Management Non-Conformity Report Metrics

Contractor

Main Civil Works

Peace River Hydro Partners

Turbines and Generators

Voith Hydro Inc.

Reported this Period

Closed this Period

Reported to Date

Closed to Date

118

445

288

The top three disciplines that have the most non-conformities reported to date from Peace River Hydro Partners are Construction (92), Roller-Compacted Concrete (63) and Quality (56). Outstanding non-conformities are being resolved and reviewed weekly through face-to-face meetings with management from BC Hydro and Peace River Hydro Partners. The reported non-conformities for this reporting period from Voith Hydro Inc. are related to dimensional deviation of Units 1 and 3 draft tube cones. The two non-conformities remaining open have been reviewed by BC Hydro and will be closed after the remedial actions are complete.

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1.2.5

Safety

During the quarter there were three lost time injuries, eight medical aid with treatment injuries and seven serious near miss incidents. No major incidents were reported during the quarter. There were nine orders during this quarter written against Peace River Hydro Partners by WorkSafeBC. All orders to date have now been complied with including the acceptance by WorkSafeBC of the Right Bank drainage tunnel ventilation plan. Table 6 below identifies the project safety metrics during the quarter ending September 30, 2017. Table 6

Safety Metrics Reported this Period (July 1, 2017 to September 30, 2017)2

Reported since Inception (July 27, 2015)2

Fatality & Serious Injury (permanently disabling)

Lost Time Injury

Lost Time Injury Frequency (number of injuries resulting in lost time per 200,000 hours worked)3

0.61

0.32

Severity Rate (number of calendar days lost due to injury per 200,000 hours worked)4

14.56

3.37

Contractor near miss incidents

351

Employee near miss incidents

Public near miss incidents

182

Equipment/property damage WorkSafeBC orders

2 3 4

reports5

Numbers are subject to change due to timing of when data is retrieved and when injury is categorized. Excludes health events unrelated to work standards. BC Hydro is now capturing safety metrics data each week from our two Prime Contractors which includes man-hours worked. Submissions have improved during the reporting period, resulting in improvements in the timeliness and accuracy of the safety metrics. Types of equipment and property damage include vehicle damage, minor electrical fire damage, etc. Equipment damage data is collected through contractor monthly reports not the BC Hydro Incident Management System.

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1.2.6

Environment

1.2.6.1

Mitigation, Monitoring and Management Plans

The Environmental Assessment Certificate and Decision Statement conditions require the development of draft and final environmental management, mitigation and monitoring plans, as well as the submission of annual reports on some of these plans. As of the end of this quarter, all required submissions have been made in accordance with the schedule and requirements of the conditions. During the reporting period, one plan and six annual reports were submitted in accordance with the conditions. 1.2.6.2

Technical Committees Required under Schedule A of the Conditional Water Licence

Schedule A of the Conditional Water Licence requires that BC Hydro establish with Provincial and Federal Regulators two Technical Committees to provide oversight and guidance to the refinement and implementation of BC Hydroâ&#x20AC;&#x2122;s Mitigation, Monitoring and Management Plans. The two Committees are: the Fisheries and Aquatic Habitat Mitigation and Monitoring Technical Committee; and the Vegetation and Wildlife Mitigation and Monitoring Technical Committee. Schedule A of the Conditional Water Licence outlines a delivery schedule linked to Site C Project Construction Component for when the Technical Committees must review and revise various Mitigation and Monitoring Plans. The Fish and Aquatic Technical Committee has met a total of 25 times to date. No meetings were held in this reporting period. The Vegetation and Wildlife Technical Committee has met a total of 26 times to date, including one meeting in this reporting period.

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1.2.6.3

Environmental Compliance Inspections and Enforcement

Inspectors from the BC Environmental Assessment Office and Forests, Lands and Natural Resource Operations, Fisheries and Oceans Canada, Transport Canada and from the Canadian Environmental Assessment Agency Office are expected to regularly inspect the Project to assess its compliance with Provincial Environmental Assessment Certificate conditions, Provincial and Federal Permits and Authorizations and the Federal Decision Statement Conditions. Inspectors from Canadian Environmental Assessment Agency inspected the site on July 4 to 6, 2017. They provided a verbal debrief and noted many improvements in overall environmental compliance performance but they did not issue a written inspection report. Inspectors from the Environmental Assessment Office inspected the site on August 22 to 24, 2017. They also provided a positive verbal debrief and their final inspection report is expected by the end of October 2017. Inspectors from Environment Canada conducted an inspection of the site on July 5, 2017 but they did not provide a verbal debrief nor are they planning to issue an inspection report. Transport Canada conducted an inspection on July 26, 2017 and they identified deficiencies (verbally and via e-mail) that BC Hydro has since rectified. This agency is not planning to issue a formal inspection report. On August 30, 2017 the Environmental Assessment Office finalized its administrative inspection report prepared in response to complaints from Nun wa dee around the Proposed Cache Creek Bridge and Highway re-alignment. This report identified that if built as designed the proposed Cache Creek Bridge would not be compliant with the Project Description in the Environmental Assessment Certificate. This report also identified a non-compliance related to BC Hydro not identifying mitigation measures through the Cultural and Heritage Resources Committee, rather BC Hydro engaged directly with the impacted First Nations. Associated with the report, the Environmental Assessment Office also issued BC Hydro a letter on August 30, 2017 identifying that the Heritage Resources and

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Cultural Resources Management Plans were “not to the satisfaction of the EAO”. These Management Plans are being revised and BC Hydro is assessing alternate re-alignment options for the Cache Creek segment of Highway 29 to mitigate the concerns expressed by the Nun wa dee. 1.2.6.4

Heritage

In accordance with a number of Environmental Assessment conditions and the Federal Decision Statement, the Site C Heritage Resources Management Plan addresses the measures that will be used to mitigate the adverse effects of the Project on heritage resources. Planning and procurement was completed for the 2017 Heritage field work which included work scope to meet regulatory requirements for pre-construction archaeological impact assessments in areas not accessible until now, systematic data recovery at selected archaeological sites, investigation of heritage chance finds as required, and palaeontological inspections. Field work began in May 2017 and is continuing through the fall. Heritage compliance reviews of contract documents, contractor environmental plans and construction readiness plans were performed to ensure compliance. 1.2.6.5

Agriculture Mitigation and Compensation Plan – Framework

BC Hydro worked with the Consultation Steering Committee comprised of staff from BC Hydro, the Ministry of Agriculture, and the Ministry of Energy and Mines, to develop the Framework for the Agricultural Mitigation and Compensation Plan (submitted July 2016) and the draft Agricultural Mitigation and Compensation Plan (submitted January 2017). In developing the Framework and the draft Plan, the Consultation Steering Committee considered the requirements of the Environmental Assessment Certificate condition (30); consultation feedback from regional agricultural stakeholders including directly affected land owners and tenure holders, Peace Region agricultural associations and local stakeholders; legal and financial

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advice; and background information including the Environmental Impact Statement and the Joint Review Panel Hearing report. In accordance with the requirements of the condition, BC Hydro submitted the draft Plan on January 27, 2017 to the Peace River Regional District, the District of Hudson’s Hope, and provided notification to affected landowners, tenure holders, and consultation participants of the draft Plan being available on the Site C website. The comment period closed on March 13, 2017, and feedback was considered in development of the final Agricultural Mitigation and Compensation Plan. The Consultation Steering Committee has worked together to create a final Agriculture Mitigation and Compensation Plan which was submitted on July 27, 2017 with the B.C. Environmental Assessment Office, Peace River Regional District, District of Hudson’s Hope, the Ministry of Agriculture, the Ministry of Forests, Lands and Natural Resource Operations and affected landowners and tenure holders. 1.2.7

Employment, Labour and Training and Building Capacity Initiatives

Labour BC Hydro is using a managed open site labour approach. It does so by allowing all qualified contractors, regardless of union affiliation or status, to participate in the construction of the project. As with other major construction projects in B.C. there remains the possibility that union activity could occur at certain periods during the length of the project. To mitigate this BC Hydro has: 

Entered into a Memorandum of Understanding with certain British Columbia Building Trades unions to achieve labour stability and a mix of labour representation on site. This Memorandum of Understanding is specific to unions who have negotiated labour agreements for project work;

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

Included labour stability terms such as no strike, no lockout, and no raiding provisions in major contracts on the site; and



Implemented a site wide Labour Relations Contractor Labour Committee, to support labour stability on the site through communication, consultation, coordination and cooperation among contractors on the project.

To date there have been two successful union organizing drives on the project and one unsuccessful union raid attempt, with no site disruption. Employment Contractors submit monthly workforce data electronically to BC Hydro. Table 7 shows a snapshot of the total number of Construction contractors, Non-Construction contractors, Engineers, and Project Team workers for this quarter by month. Table 7 Month

Site C Jobs Snapshot Number of B.C. 6 Workers

Number of Total 6 Workers

Percentage of B.C. Workers (%)

July 2017

2,059

2,549

81%

August 2017

1,900

2,357

81%

September 2017

1,917

2,375

81%

Refer to Appendix E for additional workforce information. The number of workers continues to vary as the construction work progresses. Training and Capacity Building Initiatives In September 2017, the Contractors Labour Committee agreed to establish an Indigenous Labour subcommittee. The purpose of the subcommittee will be to support indigenous training, labour and employment on the Site C Project, through communication, consultation, coordination and cooperation among contractors on the Project. 6

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In August 2013, Northern Lights College started distributing the BC Hydro Trades & Skilled Training Bursary Awards. As of August 2017, 201 students had received bursaries, including 78 Indigenous students who have benefitted from the bursary in programs such as electrical, welding, millwright, cooking, social work, and many others. BC Hydro continues to work with local employment agencies to ensure that as job opportunities become available, they are posted on the WorkBC website as well as on the Fort St. John Employment Connections website. In August 2017, Site C contractors reported 626 workers on site from the Peace River Regional District. This is a total of 32 per cent of the Construction and Non-Construction contractor’s workforce. 1.2.8

Community Engagement & Communication

1.2.8.1

Local Government Liaison

BC Hydro entered into community agreements which set-out implementation of applicable Environmental Assessment conditions and to meet community interests with the City of Fort St. John, District of Taylor, District of Chetwynd, District of Hudson’s Hope. BC Hydro is still negotiating with the Peace River Regional District. BC Hydro continues to work cooperatively with the City of Fort St. John, District of Hudson’s Hope and District of Taylor and the District of Chetwynd to oversee implementation of their respective agreements. The Atkinson subdivision redevelopment work began on May 29, 2017 in Hudson’s Hope. BC Hydro and the Peace River Regional District have renewed discussions in hopes of reaching an agreement to primarily address direct impacts on their sewage outfall located several kilometres upstream from the dam site. The most recent negotiation communication occurred in September 2017. The Regional Community Liaison Committee, which is comprised of local elected officials and local Indigenous groups, met most recently on September 6, 2017 and Site C Clean Energy Project Page 21

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attendance remains high. After consultation with the committee, the decision was made to wait to schedule the next meeting pending the outcome of the BC Utilities Commission review and Government decision. A total of 11 communities have participated as committee members, including eight local Governments and three local Indigenous groups (McLeod Lake, Doig River and Blueberry River) as well as the two MLAs for Peace River North and Peace River South. Representatives from the Projectâ&#x20AC;&#x2122;s major contractors have also attended the meetings as invited guests, including Peace River Hydro Partners, ATCO Two Rivers Lodging Group and the Ministry of Transportation and Infrastructure. 1.2.8.2

Business Liaison and Outreach

BC Hydro continued to implement its business construction liaison and outreach by attending local Chamber of Commerce meetings in Fort St. John and Chetwynd. 1.2.8.3

Community Relations and Construction Communications

BC Hydro continued to implement its construction communications program during this reporting period. The program includes updating and maintaining the project website www.sitecproject.com with current information. Construction Bulletins Bi-weekly Construction Bulletins were issued throughout this reporting period. These bulletins are posted on the project website and sent by email to the web-subscriber list. Public Enquiries In total, BC Hydro received 245 public enquiries between July 2017 and September 2017, compared to 546 in the previous quarter. The majority of these enquiries continued to be about business and job opportunities, although there were also some construction impact concerns from local residents. Table 8 shows the breakdown of some of the most common enquiry types:

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Table 8 Enquiry Type

Job Opportunities Business Opportunities Construction Impact

1.2.8.4

Public Enquiries Breakdown July 2017

August 2017

September 2017

Communications Activities

Based on a search using the media database Infomart, there were 823 stories in B.C. news media in the July 2017 to September 2017 period on the Site C Project, compared to 634 stories in the previous quarter. Announcements/information bulletins during this period included an information bulletin on a small gastrointestinal outbreak at site and information on the opening of the Site C viewpoint. 1.2.8.5

Housing Plan and Housing Monitoring and Follow-Up Program

BC Hydro and BC Housing signed a Contribution Agreement on July 19, 2016 related to the development, construction and operation of a building in Fort St. John comprised of 50 residential rental units. This Agreement is the outcome of detailed discussions between the two partners to find the most appropriate approach to meeting Condition 48 and the housing terms of the Community Measures Agreement with the City of Fort St. John. The Agreement structured the financial contribution from BC Hydro to enable financially viable operation of the affordable housing units in the near-term and financially viable operation of all 50 units of affordable housing in the longer term. The Agreement sets out the terms of the housing project, and has a target completion date for occupancy of December 2018. The housing project will be a Certified Passive House standard to provide the opportunity to showcase the Projectâ&#x20AC;&#x2122;s energy efficiency features. The City of Fort St. John has been a strong

7 8

This table is a sample of enquiry types and does not include all enquiry types received. The nature of the construction impact inquiries is primarily air quality, noise and traffic conditions.

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advocate for Passive Houses and will partner with BC Hydro in showcasing the building as a demonstration project for energy efficient building techniques. Construction of the housing project is underway by BC Housingâ&#x20AC;&#x2122;s contractor, Western Canadian Properties Group. 1.2.8.6

Labour and Training Plan

In accordance with Environmental Assessment Condition 53, a Labour and Training Plan was developed and submitted to the Environmental Assessment Office on June 5, 2015. This plan, as well as Environmental Assessment Condition 45, includes reporting requirements to support educational institutions in planning their training programs to support potential workers in obtaining Project jobs in the future. This report was issued to the appropriate training institutions in the Northeast Region of B.C., in July 2016 and July 2017. This plan and Environmental Assessment Condition 45, also require the establishment of a daycare. This measure is being implemented through a contribution agreement with School District 60 in the North Peace. The daycare is under construction as part of a new school in Fort St. John and School District 60 is in the process of procuring a daycare operator. The daycare is anticipated to open in summer 2018 and BC Hydro is developing a priority access policy for 19 of the 37 spaces for persons designated by BC Hydro. 1.2.8.7

Health Care Services Plan and Emergency Service Plan

The Project Health Clinic is contracted by BC Hydro with Halfway River International SOS Medical Ltd., a partnership between Halfway River First Nation and International SOS. The Clinic continues to operate in its permanent location within the Two Rivers Lodge, and based on camp occupancy was staffed 24/7 during this period with a Nurse Practitioner and Advanced Care Paramedics.

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BC Hydro and the clinic operator continue to liaise with the local health care community. The Clinic provides workers with access to primary and preventative health care and work-related injury evaluation and treatment services and is currently open seven days a week, 24 hours a day. Since opening the Project health clinic there have been a total of 4,315 patient interactions. During the reporting period, there were 742 patient interactions, of which 235 were occupational and 507 non-occupational. Several preventive health themes were promoted to workers, including: fatigue awareness and prevention, hearing loss, and low back pain prevention. Outside of the reporting period there was an outbreak of gastrointestinal infections at the Site C project site. There were approximately 16 cases in total as of July 31, 2017, which represents a small proportion of our workforce of over 2,100 people working on site. BC Hydro reacted to this outbreak by collaborating with our contractors, the on-site medical clinic and the Northern Health Authority. There was a plan in place for the Site C project to deal with an illness outbreak and control measures were quickly implemented to reduce the transmission of the virus. 1.2.8.8

Property Acquisitions

BC Hydro continued discussions with owners whose land is required for the Eastern Reservoir Clearing Project and the Halfway River Highway 29 Re-alignment Project. No new property acquisitions were made during this quarter. BC Hydro also continued discussions with owners whose lands are impacted by the Old Fort Fish Habitat Enhancement Project, this included issuing permissions to enter and covenant agreements for review and acceptance.

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1.3

Key Procurement and Contract Developments

The Project procurement approach was approved by the Board of Directors in June 2012 for the construction of the Project. The procurement approach defined the scope of the major contracts and their delivery models, as summarized in Table 9 below. Table 9

Major Project Contracts and Delivery Models

Component

Contract

Procurement Model

Worker Accommodation

Worker Accommodation and site services contract

Design-Build-Finance-OperateMaintain

Completed.

Earthworks

Site Preparation contracts

Predominantly Design-Bid-Build

Completed.

Main Civil Works contract

Design-Bid-Build

Completed.

Multiple reservoir clearing contracts to be awarded over seven to eight years

Design-Bid-Build

Five agreements completed (lower and east reservoirs, transmission line).

Reservoir/ Transmission Clearing

Anticipated Timing

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Component Generating Station and Spillways

Electrical and Transmission Infrastructure

Highway 29 Re-alignment

Contract

Procurement Model

Anticipated Timing

Turbines and Generators contract

Design-Build

Completed.

Generating Station and Spillways Civil Works contract

Design-Bid-Build

Request for Proposals issued September 2016. Three shortlisted proponents currently participating in Request for Proposal process.

Hydromechanic al Equipment contract

Supply Contract

Request for Proposals issued February 2017. Three shortlisted proponents currently participating in Request for Proposal process.

Powertrain Balance of Plant Equipment Supply

Supply Contracts

F2018 to F2020.

Completion Contract (Powertrain Balance of Plant Equipment Installation)

Install Contract

F2018 to F2020.

Transmission Lines contract

Design-Bid-Build

Various through F2018.

Site C substation contract

Design-Bid-Build

Contract Award: F2018.

Peace Canyon Substation upgrade contract

Design-Build

Completed.

Design-Bid-Build in partnership with B.C. Ministry of Transportation and Infrastructure with anticipated contracts being awarded through 2018 and 2019.

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1.3.1

List of Major Contracts Awarded (Excess of $50 million)

Since inception of the Project, four major contracts (e.g., greater than $50 million in value) have been awarded: Worker Accommodation, Site Preparation: North Bank, Main Civil Works and Turbines and Generators. The contracts were procured through a public competitive process and awarded based on a rigorous evaluation process within the budget established for each contract. A list of contracts in excess of $50 million is shown in Table 10 below. Table 10 Work Package

Major Project Contracts Awarded Contract Value ($ million)

Site Preparation: North Bank

Worker Accommodation Main Civil Works Turbine and Generators

1.3.2

Current Status Contract executed July 2015

469

Contract executed September 2015

1,791

Contract executed December 2015

464

Contract executed March 2016

Large Contracts to Date (Excess of $10 million)

BC Hydro has provided a table in Appendix B which shows the breakdown to date of the contracts awarded in excess of $10 million and cumulative variances. 1.3.3

Contract Management

1.3.3.1

Material Changes to the Major Contracts

The Main Civil Works contract is a unit price contract and as such variations in quantities and design are expected over the term of the contract. Since contract award in December 2015, the Main Civil Works contract value has increased by $44 million to reflect approved changes orders to date. The change orders are managed within project contingency.

The above-contract value reflects the current value including executed change orders to the end of the reporting period.

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PUBLIC Quarterly Progress Report No. 9 F2018 Second Quarter â&#x20AC;&#x201C; July 2017 to September 2017

1.3.3.2

Contingency and Project Reserve Draws

As filed with the British Columbia Utilities Commission Inquiry respecting Site C on October 4, 2017, BC Hydro has determined that not meeting the current river diversion timeline has created new pressures on the projectâ&#x20AC;&#x2122;s budget. We estimate that this development is expected to increase the project cost by 7.3 per cent or $610 million. As a result of the change in timing for river diversion and other factors including an increase in direct and indirect costs, BC Hydro presented a revised cost estimate of $10.7 billion to the Board of Directors in December 2017. This cost estimate is in line with the mid-range scenario put forward by Deloitte and the British Columbia Utilities Commission in their assessment of the project. As part of the total project capital cost estimate of $8.335 billion, based on the Final Investment Decision (December 2014), $794 million (nominal) of contingency was allocated to the Site C Project at Final Investment Decision in December 2014. This excluded $440 million of project reserve which was being held by the Treasury Board. There have been no draws on project reserve to date. The Interest-During-Construction savings and unallocated budget amounts totalling $401 million were added to the original contingency allocation of $794 million, resulting in the revised total contingency budget of $1,194.6 million. As of September 30, 2017, $509.4 million has been released to management of which $357.9 million has been allocated to work packages (e.g., to be spent) through a work package change notice in order to fund contract award and/or contract contingency, leaving a balance of contingency released to management but uncommitted in contracts of $151.5 million. Refer to Appendix D for more detailed information regarding contingency and project reserve draws.

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PUBLIC Quarterly Progress Report No. 9 F2018 Second Quarter â&#x20AC;&#x201C; July 2017 to September 2017

1.4

Plans During Next Six Months

Outside of the reporting period, as filed with the British Columbia Utilities Commission Inquiry respecting Site C on October 4, 2017, BC Hydro identified that the River Diversion will not be completed by November 2019. BC Hydro is preparing a new project schedule and milestones to reflect this change. Table 11 Milestone

Key Milestones

Plan/Performance Measurement Baseline (June 2016)

Forecast/Actual Date

South Bank Stage 1 Cofferdam Complete (Slurry Wall)

December 2016*

April 2017

(4)

Complete

Transmission 5L5 & 5L6 Tower Contract Award

February 2017

May 2017

(3)

Complete

Transmission Peace Canyon Gas Insulated Switchgear Contract Award

February 2017

July 2017

(5)

Complete

Tender Design 5L5 Complete

February 2017

August 2017

(6)

Complete

North Bank (271) Road Complete

June 2016

October 2017

(16)

Powerhouse Excavation Complete

April 2017

July 2017

(3)

Cache Creek Roads Contract Award

June 2017

May 2018

(11)

Generating Station & Spillways Civil Contract Award

July 2017

February 2018 (Limited Notice to Proceed)

(7)

At Risk

Powerhouse Roller-Compacted Concrete Structure

October 2017

July 2018

(9)

Late

Complete all Work for shared Road at Right Bank Cofferdam

October 2017

Complete all Work for Excavation & Grading of Site C Substation

November 2017

January 2018

(2)

Variance (months)

Current Status

Late Complete Late

On Track

Late

As the river diversion milestone was moved out by one year BC Hydro is in the process of optimizing sequence for other contractors which will also adjust the milestones for these activities.

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PUBLIC Quarterly Progress Report No. 9 F2018 Second Quarter â&#x20AC;&#x201C; July 2017 to September 2017

Milestone

Plan/Performance Measurement Baseline (June 2016)

Forecast/Actual Date

Provide Access for Other Contractors to Laydown

January 2018

Provide Access to Approach Channel & Powerhouse Buttress for Other contractors

February 2018

September 2018

(7)

At Risk

Excavation of Spillway Buttress Complete

March 2018

October 2018

(7)

At Risk

Variance (months)

Current Status

On Track

Plan date now reflects Contractor original completion date.

1.5

Impacts on Other BC Hydro Operations

For the reporting period, there were no material impacts on the generation operation at the GM Shrum and Peace Canyon Dams or on water management at the Williston and Dinosaur reservoirs.

1.6

Site Photographs

Refer to Appendix A for site construction photographs.

BC Hydro and Peace River Hydro Partners are working together to re-sequence the Roller-Compacted Concrete excavations and placement in 2018, 2019 and 2020 to mitigate the risk of the handover date for the Generating Station & Spillways.

Site C Clean Energy Project Page 31

PUBLIC Quarterly Progress Report No. 9 F2018 Second Quarter â&#x20AC;&#x201C; July 2017 to September 2017

Project Schedule

2.1

Project In Service Dates

Outside of the reporting period, as filed with the British Columbia Utilities Commission Inquiry respecting Site C on October 4, 2017, BC Hydro identified that the River Diversion will not be completed by November 2019. While this will set some activities back a year, BC Hydro had a one-year float built into our schedule and we are confident the project will be delivered on time, by November 2024. BC Hydro is preparing a new project schedule and milestones to reflect this change. Table 12 Description/Status

Project In-Service Dates 13

Final Investment Decision 12 Planned In-Service Date

Status

5L5 500kV Transmission Line

October 2020

On Track

Site C Substation

November 2020

On Track

5L6 500kV Transmission Line

July 2023

On Track

Unit 1 (First Power)

December 2023

On Track

Unit 2

February 2024

On Track

Unit 3

May 2024

On Track

Unit 4

July 2024

On Track

Unit 5

September 2024

On Track

Unit 6

November 2024

On Track

and Comments

The approved Final Investment Decision schedule involved the first unit coming into service in December 2023.

2.2

Schedule Contingency

Site C manages the schedule by building Ownerâ&#x20AC;&#x2122;s schedule float into the overall project schedule. Contract milestones are then established with contractors to

12 13 14

Based on plan at Final Investment Decision, December 2014. Status based on comparison to BC Hydro F2017-F2019 Service Plan. Outside of the reporting period, as filed with the British Columbia Utilities Commission Inquiry respecting Site C on October 4, 2017 BC Hydro identified that the River Diversion will not be completed by November 2019. BC Hydro is preparing a new project schedule and milestones to reflect this change.

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PUBLIC Quarterly Progress Report No. 9 F2018 Second Quarter – July 2017 to September 2017

preserve Owner’s schedule float in order to mitigate identified risks. BC Hydro built two types of float into the overall project schedule, specifically: 1. “Owner’s schedule float,” or float held by BC Hydro to manage overall project schedule risks; and 2. “Contractor float,” is over and above Owner’s schedule float and is built into each contract schedule to address contractor risks during construction. If identified risks were to materialize and a contract milestone is at risk of being missed, the contractor must submit a contract change request to BC Hydro. BC Hydro then assesses the impact to the overall project schedule and in some cases may request various mitigation measures (such as re-sequencing work or adding additional resources) to ensure contract milestones are met and Owner’s schedule float continues to be preserved. For example, contract milestones of March 1, 2019 (complete Diversion Works) and June 1, 2019 (complete Commissioning of Gates for Diversion) were established ahead of the Project milestone (start of River Diversion) for September 1, 2019 so that BC Hydro and the contractor can take measures to mitigate any schedule slippage in March 2019, and still meet river diversion as scheduled. Outside of the reporting period BC Hydro identified that the River Diversion will not be completed by November 2019. While this will set some activities back a year, BC Hydro had a one-year float built into our schedule and we are confident BC Hydro can still deliver this project on time, by November 2024.

Site C Clean Energy Project Page 33

PUBLIC Quarterly Progress Report No. 9 F2018 Second Quarter â&#x20AC;&#x201C; July 2017 to September 2017

Project Costs and Financing

3.1

Project Budget Summary

Description

Capital Amount (Nominal $ million) *

Dam, Power Facilities, and Associated Structures

4,120

Offsite Works, Management and Services

1,575

Total Direct Construction Cost

5,695

Indirect Costs

1,235

Total Construction and Development Cost

6,930

Interest During Construction

1,405

Project Cost, before Treasury Board Reserve

8,335

Treasury Board Reserve

440

Total Project Cost *

8,775

Budget values are rounded to the nearest $5 million and include allocations of contingency.

Site C Clean Energy Project Page 34

PUBLIC Quarterly Progress Report No. 9 F2018 Second Quarter â&#x20AC;&#x201C; July 2017 to September 2017

3.2

Project Expenditure Summary

Table 14 provides a summary of the Final Investment Decision approved total Project cost, the current forecast total Project cost and the variance between the two; and the plan to date amounts, the actual costs to date and the variance between the two. Table 14

Description

Total Project Costs

Final Investment Decision

Forecast

Variance

Final Investment Decision Plan to Date

8,335

8,945

(610)

1,505

1,955

(450)

440

(440)

8,775

8,945

(170)

1,505

1,955

(450)

Treasury Board Reserve Authorized Project Cost

Total Project Expenditure Summary ($ million Nominal) Compared to Final Investment Decision Actuals to September 30, 2017

Variance

Table 15 provides a summary of the F2017-F2019 Service Plan total Project cost, the current forecast total Project cost and the variance between the two; and the plan to date amounts, the actual costs to date and the variance between the two. Table 15

Total Project Expenditure Summary ($ million Nominal) Compared to F2017-F2019 Service Plan

Description

F2017-F2019 Service Plan

Forecast

Variance

Total Project Costs

8,335

8,945

(610)

2,017

1,955

440

(440)

8,775

8,945

(170)

2,017

1,955

Treasury Board Reserve Authorized Project Cost

F2017-F2019 Service Plan to Date

Actuals to September 30, 2017

Variance

There is no variance between the total project costs approved in the Final Investment Decision and the total project costs approved in the F2017-F2019 Service Plan. The forecast has been updated to include the estimated Site C Clean Energy Project Page 35

PUBLIC Quarterly Progress Report No. 9 F2018 Second Quarter â&#x20AC;&#x201C; July 2017 to September 2017

cost increase of $610 million due to the river diversion postponement to 2020. Variances between the plan to date amounts occur due to differences in the timing of project implementation activities. Variances are primarily due to earlier than planned expenditures on Main Civil Works offset by shifts of expenditures for some Properties purchases, Mitigation and Compensation and Highways into future periods. Further explanations are in Appendix D.

3.3

Internal Project Financing versus External Borrowings to Date

To date, all project funding has been from internal borrowings and there has been no Site C Project specific debt issued. As part of BC Hydroâ&#x20AC;&#x2122;s debt management strategy, BC Hydro has reduced its exposure to variable debt and is managing variable rate debt within a board approved range of 5 per cent to 25 per cent and a target of 15 per cent. In addition, to lock in historically low interest rates, BC Hydro has hedged 50 per cent ($4.4 billion) of its forecast future debt issuances from F2017 to F2024 through the use of derivative contracts.

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PUBLIC Quarterly Progress Report No. 9 F2018 Second Quarter – July 2017 to September 2017

Material Project Risks

This section describes the material Project risks that have high residual exposure to BC Hydro. Commercially sensitive numbers and content, and/or content that could be seen to prejudice BC Hydro’s negotiating position, are redacted in the public version. Note that the residual consequence and residual probability levels are qualitative assessments. Refer to Table 16 for a list of risks. Table 16 Risk Event/ Description

Material Project Risks Risk and Response Summary

Trend in Risk 15 Exposure

Delay to Permitting

Permits and licences are still required for several portions of construction activity. Delays to these permits and licences could result in delays to the associated construction work. BC Hydro is proactively working with contractors, federal and provincial authorities, and First Nations to mitigate this risk.



Environmental Requirements

The Project must comply with the requirements of the Environmental Assessment Certificate (Provincial) and the Federal Decision Statement as well as conditions in licenses, permits and authorizations. All Contractors on the Project have experienced difficulties in adapting their construction methodologies to achieve the Project’s environmental commitments. To address this, BC Hydro has added additional environmental specialists and is working with the Contractors to implement solutions that meet regulators’ expectations.



Arrow direction represents the change since the last Quarterly Progress Update report.

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PUBLIC Quarterly Progress Report No. 9 F2018 Second Quarter – July 2017 to September 2017

Risk Event/ Description

Risk and Response Summary

Trend in Risk 15 Exposure

Challenges to Project Approvals

There are two outstanding challenges of Project permits/approvals: (i) An appeal of one of the Conditional Water Licences before the Environmental Appeal Board; that appeal is proceeding in writing and dates have not been set; and (ii) An appeal of the dismissal of the judicial review of 36 provincial permits. The appellants (two First Nations) are not actively pursuing the appeal and will require a court order to proceed. BC Hydro has agreements in place with six First Nations, who have indicated they do not oppose or object to the Project. These agreements provide First Nations with Project benefits and mitigate the risk of legal challenges. In the absence of agreements with all of the identified potentially affected First Nations, there remains risk of challenges to authorizations issued for the Project. We are continuing to negotiate agreements with several First Nations. The status of some specific negotiations is confidential at this time.



Other Litigation

There remains a risk that litigation could be initiated with respect to construction matters.



Market response to procurement

BC Hydro has received positive and competitive market responses in major contract procurements to date. Market response risks will continue to be monitored. Risk remains for major procurements in progress, including Generating Station and Spillways, Transmission and Highway 29.



Labour Relations & Stability

Due to multiple employers at site with different union affiliations there is a risk of site labour disruption that could result in issues. BC Hydro is using an inclusive labour approach with a managed open site that allows for participation by all union and non-union labour groups and allows access to the largest pool of skilled and experienced labour. All major contracts contain no strike, no lockout, and no raiding provisions. In addition, BC Hydro has implemented a site wide Labour Relations Contractor Committee to support labour stability on the site.



Site C Clean Energy Project Page 38

PUBLIC Quarterly Progress Report No. 9 F2018 Second Quarter – July 2017 to September 2017

Risk Event/ Description

Risk and Response Summary

Trend in Risk 15 Exposure

Geotechnical risks

Changes to geotechnical ground conditions remain a risk impacting the schedule and cost. There have been extensive geotechnical studies over many years. Construction plans have been developed to mitigate these impacts, for example, the Left Bank slope is being excavated to remove known historical instability. There is a risk that during construction, instability in the Left Bank causes temporary stoppages to the work while the slope is being remediated. Further mitigation has been achieved by transferring some degree of ground condition risk to the contractor, such as including conducting field-scale trials and applying additional monitoring to determine the response when shale bedrock is exposed to the elements.



Construction cost – labour

Potential cost increases could arise if there is competition with other projects for labour resources, labour instability, or changing workforce demographics. Based on current market conditions in the infrastructure and energy sector, the labour risk is low; however, the recent federal announcement of pipeline projects could impact labour prices and availability of skilled labour. There remains the potential for market labour conditions to shift in the future and if so this risk may increase.



Construction cost – commodities and equipment

Construction commodity and equipment cost risks have declined slightly over the past year and Canadian exports are down. Key commodities such as steel, diesel and gasoline are below BC Hydro’s forecast when preparing the original cost estimate. Diesel and gasoline rack pricing are currently slightly below the baseline rate established for fuel escalation in the Main Civil Works contract, although underlying oil prices rose during the 2016 calendar year. There remains an external risk of higher-than-expected commodity costs, and specifically steel, due to a material change in market conditions or changes to North American Free Trade Agreement that may impact Site C contracts not awarded that include commodities.



Construction execution

The Main Civil Works contractor has experienced delays on several of their critical path activities, requiring a re-sequencing of planned work. Refer to section 4.3 of the Application for further details.



Site C Clean Energy Project Page 39

PUBLIC Quarterly Progress Report No. 9 F2018 Second Quarter – July 2017 to September 2017

Risk Event/ Description

Risk and Response Summary

Trend in Risk 15 Exposure

Foreign exchange

Some of Site C project costs are in foreign currency, and will be affected by fluctuations in the exchange rate between the Canadian Dollar and these foreign currencies. Approximately 20 per cent of the Site C direct construction costs are based on foreign currency. The Canadian dollar has weakened significantly compared to the U.S. dollar since the 2014 capital cost estimate was developed. However, the award of major contracts (particularly the Turbine Generator contract) has reduced BC Hydro’s exposure to currency fluctuations by transferring the risk to the contractor after award. The impact on future procurements may be larger than BC Hydro has seen to date, depending on future movement in foreign exchange markets, future movement in commodity and equipment markets, and the ability of the proponents to source from a range of foreign markets. Residual risk on contracts yet to be procured is partially mitigated through contractor flexibility around sourcing of material, resulting in an exposure to a basket of currencies, rather than solely the U.S. dollar.



Interest rate variability

Interest during construction costs will be affected by fluctuations in market interest rates. Currently, market interest rates are expected to be lower than assumed in BC Hydro’s budget at the Final Investment Decision. BC Hydro has reduced its exposure to variable rate debt and increased its exposure to fixed rate debt. In March 2016, the British Columbia Utilities Commission approved a Debt Hedging Regulatory Account for BC Hydro to capture the gains and losses related to the hedging of future debt issuance. BC Hydro has hedged 50% of its forecast future debt issuances from fiscal 2017 to fiscal 2024 through the use of derivative contracts.



Change in Tax Rates



Site C Clean Energy Project Page 40

Site C Clean Energy Project

Quarterly Progress Report No. 9

Appendix A Site Photographs

Quarterly Progress Report No. 9 F2018 Second Quarter â&#x20AC;&#x201C; July 2017 to September 2017 Appendix A

Figure A-1

Right Bank Excavation Stilling Basin. Photo taken July 13, 2017.

Figure A-2

Right Bank Excavation (Tailrace). Photo taken July 21, 2017.

Site C Clean Energy Project Page 1 of 6

Quarterly Progress Report No. 9 F2018 Second Quarter – July 2017 to September 2017 Appendix A

Figure A-3

Right Bank Drainage Tunnel – Silica Mitigation Production Trial Underway. Photo taken July 2017.

Figure A-4

Phase 2 Crusher. Photo taken July 27, 2017.

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Quarterly Progress Report No. 9 F2018 Second Quarter â&#x20AC;&#x201C; July 2017 to September 2017 Appendix A

Figure A-5

Workers Installing Formwork and Rebar Cages for Slurry Guide Wall. Photo taken August 2, 2017.

Figure A-6

Installation of Viewpoint Sign No. 4. Photo taken August 4, 2017.

Site C Clean Energy Project Page 3 of 6

Quarterly Progress Report No. 9 F2018 Second Quarter â&#x20AC;&#x201C; July 2017 to September 2017 Appendix A

Figure A-7

Installation of Conveyors in the Crusher Plant. Photo taken August 3, 2017.

Figure A-8

Stilling Basin Temporary Wheel Wash Station. Photo taken August 3, 2017.

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Quarterly Progress Report No. 9 F2018 Second Quarter â&#x20AC;&#x201C; July 2017 to September 2017 Appendix A

Figure A-9

Aerial View of North Bank Diversion Inlet Portal and Dam Core Areas. Photo taken August 20, 2017.

Figure A-10

Tunnelling Equipment on North Bank. Photo taken August 24, 2017.

Site C Clean Energy Project Page 5 of 6

Quarterly Progress Report No. 9 F2018 Second Quarter â&#x20AC;&#x201C; July 2017 to September 2017 Appendix A

Figure A-11

Roller-Compacted Concrete Placement at the Stilling Basin on the South Bank. Photo taken September 26, 2017.

Figure A-12

Work to Decommission the Abandoned Wellbore on the South Bank. Photo taken September 26, 2017.

Site C Clean Energy Project Page 6 of 6

Site C Clean Energy Project

Quarterly Progress Report No. 9

Appendix B Summary of Individual Contracts Exceeding $10 million

PUBLIC

Quarterly Progress Report No. 9 F2018 Second Quarter â&#x20AC;&#x201C; July 2017 to September 2017 PUBLIC Appendix B

CONFIDENTIAL ATTACHMENT FILED WITH BCUC ONLY

Site C Clean Energy Project Page 1 of 1

Site C Clean Energy Project

Quarterly Progress Report No. 9

Appendix C Project Progression

PUBLIC

Quarterly Progress Report No. 9 F2018 Second Quarter â&#x20AC;&#x201C; July 2017 to September 2017 PUBLIC Appendix C

CONFIDENTIAL ATTACHMENT FILED WITH BCUC ONLY

Site C Clean Energy Project Page 1 of 1

Site C Clean Energy Project

Quarterly Progress Report No. 9

Appendix D Detailed Project Expenditure

PUBLIC

Quarterly Progress Report No. 9 F2018 Second Quarter â&#x20AC;&#x201C; July 2017 to September 2017 PUBLIC Appendix D

CONFIDENTIAL ATTACHMENT FILED WITH BCUC ONLY

Site C Clean Energy Project Page 1 of 1

Site C Clean Energy Project

Quarterly Progress Report No. 9

Appendix E Workforce Overview

Quarterly Progress Report No. 9 F2018 Second Quarter â&#x20AC;&#x201C; July 2017 to September 2017 Appendix E

Table E-1

Current Site C Jobs Snapshot 16 (July 2017 to September 2017)

July 2017 Type of Work

Number of B.C. Workers

Construction and Non-Construction Contractors17 (including some subcontractors). Excludes work performed outside of B.C. (e.g., Manufacturing)

1,678

Engineers and Project Team18 TOTAL

August 2017

Number of Total Workers

Number of B.C. Workers

2,145

1,514

1,937

381

404

386

2,059

2,549

1,900

420 2,357

September 2017 Number of Total Workers

Number of B.C. Workers

1,914

1,489

461

428

2,375

1,917

Employment numbers provided by Site C contractors and consultants are subject to revision. Data not received by project deadline may not be included in the above numbers. BC Hydro has contracted companies for major contracts, such as Main Civil Works, who have substantial global expertise. During the month of September 2017, there were 13 workers in a specialized position working for Site C Construction and Non-Construction Contractors, which were subject to the Labour Market Impact Assessment process under the Federal Temporary Foreign Worker Program. Additionally, there were 42 management and professionals working for Site C Construction and Non-Construction Contractors through the Federal International Mobility Program.

16 17

Employment numbers are direct only and do not capture indirect or induced employment. Construction and Non-Construction Contractors includes work performed on Site C dam site, transmission corridor, reservoir clearing area, public roadwork, worker accommodation and services. Engineers and Project Team are comprised of both on site and off site workers. The Project Team includes consultants, BC Hydro Construction Management and other offsite Site C project staff. An estimate is provided where possible if primary residence is not given.

Site C Clean Energy Project Page 1 of 3

Quarterly Progress Report No. 9 F2018 Second Quarter â&#x20AC;&#x201C; July 2017 to September 2017 Appendix E

Table E-2

Preliminary Site C Apprentices Snapshot (July 2017 to September 2017)

Month

Number of Apprentices

July 2017

August 2017

September 2017

Data is subject to change based on revisions received from the contractors.

Table E-3

Current Site C Job Classification Groupings

Biologists & Laboratory

Carpenters Inspectors

Construction Managers/ Supervisors

Crane Operators

Electricians

Engineers

Foresters

Health Care Workers

Heavy Equipment Operators

Housing Staff

Heating, Ventilation, and Air Conditioning

Kitchen Staff

Labourers

Mechanics

Millwrights

Office Staff

Pipefitters/ Plumbers

Security Guards

Sheet Metal Workers

Truck Drivers

Underground Welders Mining

Surveyors

Table E-4 Month September 2016 October 2016 November 2016 December 2016 January 2017 February 2017 March 2017 April 2017 May 2017 June 2017 July 2017 August 2017 September 2017

Aboriginal Inclusion Snapshot (September 2016 to September 2017) Number of Indigenous Workers 118 145 149 187 195 216 221 188 211 213 193 181 172

Site C Clean Energy Project Page 2 of 3

Quarterly Progress Report No. 9 F2018 Second Quarter – July 2017 to September 2017 Appendix E

The information shown has been provided by BC Hydro’s on-site construction and non-construction contractors and their sub-contractors that have a contractual requirement to report on Indigenous inclusion in their workforce. Employees voluntarily self-declare their Indigenous status to their employer and there may be Indigenous employees that have chosen not to do so; therefore, the number of Indigenous employees may be higher than shown in the table. As with any construction project, the number of workers — and the proportion from any particular location — will vary month-to-month and also reflects the seasonal nature of construction work. The number of workers will also vary as a contract’s scope of work is completed by the contractor. Women During the period of July 2017 to September 2017, there were 374 to 354 women working for Site C Construction and Non-Construction contractors. The number of women was provided by on-site Construction and Non-Construction contractors and Engineers that have a contractual requirement to report on the number of women in their workforce.

Site C Clean Energy Project Page 3 of 3

Site C Clean Energy Project

Quarterly Progress Report No. 9

Appendix F Site C Construction Schedule

Quarterly Progress Report No. 9 F2018 Second Quarter â&#x20AC;&#x201C; July 2017 to September 2017 Appendix F

Table F-1

Site C Construction Schedule

BC Hydro is currently updating the Project Schedule to reflect the change in River Diversion date.

Site C Clean Energy Project Page 1 of 1

This is Exhibit 'G?' mentioned and referred to in the Affidavit of Robert McCullough, affirmed before me in the City of Portland, in the

State of Oregon, this 31st day of January, 2018.

4^4

/ ,â&#x20AC;¢

A Notary Pubj/c, etc.

OFFICIAL STAMP

jfMTRACEY ELIZABETH BELDING S&my 5? '

NOTARY PUBLIC-OREGON

COMMISSION NO. 939746 MY COMMISSION EXPIRES JUNE 03, 2019

{18001-001/00637997.1}

Site C Review - Responses to questions raised by Deloitte August 22nd, 2017 CONFIDENTIAL No. 159 Date/Source of Question: Email from 08/18/2017

August 22, 2017 at 9:06 am follow up from BCUC tour on

Response provided by: Functional Approver:

Question: Is there additional float in the schedule for diversion because of later peaking flows i.e. November instead of September?

Response: River diversion requires construction of upstream and downstream cofferdams in order to divert Peace River flows through the diversion tunnels. Construction of the upstream cofferdam must be completed outside of the May through August period due to local flood risk, and outside of the winter period due to constructability and system reliability constraints. There would be increased risk to the cofferdam if construction were attempted during the local flood risk period. The design and construction of this structure has been carefully planned to mitigate construction and hydrology risks and impacts to the upstream generation facilities. The construction plan is reflected in the Main Civil Works Contract milestones which have seasonal constraints requiring a start of construction of the upstream cofferdam by September 1st of a given year. September 1st is expected to be the earliest opportunity to meet the design criteria of achieving a high likelihood of controlled low discharges from Williston Reservoir while managing the risk of high local inflows. The latest permitted start date for river closure is October 1st as a result of the following constraints: a) Requirement to reliably construct the upstream cofferdam to the final crest elevation prior to the start of the flood window the following year. Previous analysis has indicated that the current upstream cofferdam construction schedule is nearing the limit of what can be reliably constructed in the available window. b) Consequences to the BC Hydro Generation System to meet restricted flow requirements during winter. Extending restricted flow controls into the winter months will have a high likelihood of restricting upstream Peace discharges throughout the entire winter period due to the downstream ice formation. This imposed winter restriction would have a cascading impact on GM Shrum and Peace Canyon generation, and consequently system reliability during this winter season, since these two plants generally supply 1/3 of the BC Hydro load during the winter months.

Page 1 of 1

This is Exhibit 'tf' mentioned

and referred to in the Affidavit of Robert McCullough, affirmed before me in the City of Portland, in the

State of Oregon, this 31st day of January, 2018.

/ t

A Notary iPubnereic

TMCâ&#x201A;¬Y Ee-Lb/Xj OFFICIAL STAMP

^TOTRACEY ELIZABETH BELDING

v3SP?7

NOTARY PUBLIC-OREGON COMMISSION NO. 939746

MY COMMISSION EXPIRES JUNE 03, 201 9

{18001-001/00637997.1}

T.E. LITTLE CONSULTING INC. 09 December 2017 BruceO'Neill/ P.Eng.

Deputy Comptroller of Water Rights Ministry of Forests/ Lands and Natural Resource Operations PO Box 9340 Stn. Prov Govt Victoria/BC/V8W9M1 Via email: Bruce.ONeill@Rov.bc.ca DearMr.O'Neill:

Site C Clean Energy Project - Conditional Water Licences 132990 & 132991 Leave to Construct LTC #01G - Left Bank Excavation Phase 2 Recommendation for Amendment #6 - Redesign of Left Bank Excavation Leave to Commence Construction LCC#01 for construction of various Initial Works was granted to

BC Hydro on 01 April 2016 by the Engineer under the Water Sustainability Act, The Initial Works include the left bank excavation/ which comprises flattening of a natural high overburden slope located above the left abutment of the proposedearthfill dam/to improve long term static and seismic stability of the slope. The left bank excavation works are being constructed by BC Hydro s Main Civil Works contractor/ Peace River Hydro Partners (PRHP). Leave to Construct LTC#01B for Phase 1 of the left bank excavation, comprising upper benches 5 and 6 only/was issued 06 June 2016. Leave to Construct LTC#01G for Phase 2 of the [eft bank excavation/ comprising lower benches 1 to 4, was issued 10 August 2016. in late May 2017, tension cracks developed in a portion of the lower left bank excavation above the future diversion tunnels inlet portal, Initial stabilization measures and local revisions to the Stage 2 Minimum Line of Excavation (MLE) were authorized by LTCS01G Amendment 4 dated 07 September 2017 and Amendment 5 dated 26 October 2017. As noted in a letter dated 15 November 2017 from the IE to K. van Muehldorfer of BC Hydro, the IE and IEM were informed by BC Hydro and PRHP that further/ more extensive revisions are proposed to the design and construction approach for left bank works already authorized by multiple LTCs. Since then, BC Hydro has continued to keep the IE and IEM informed of progress on the design revisions. The proposed redesign of the left bank excavation was reviewed during the monthly site visit attended by the IE/ IEM, BC Hydro and PRHP on 07 December 2017, and the IE and IEM have received the updated design drawings listed in Table 1. The revised design will increase the volume of Class 1 (overburden) excavation by about 2.35 M m / resulting in an approximate total quantity of Class 1 excavation of about 11.1 M m3. Significant details of the revised design include: â&#x20AC;˘ The portion of the left bank excavation to the west (upstream) side of the diversion inlet portal was largely completed as per the original design and will remain unchanged. The remainder of the left bank excavation is being redesigned by BC Hydro/ including the temporary till haul road/ the future permanent emergency access road/ and all permanent water management works.

13541 - 15A Avenue, Surrey, B.C., Canada V4A 9A1

Cell: (604)838-1340 Tel: (604)538-6485 email: tel_consult@telus.net

Site C Clean Energy Project - CWLs 132990 & 132991 Leave to Construct LTC #01G - Left Bank Excavation Phase 2 Recommendation for Amendment #6-Redesign of Left Bank Excavation

09 December 2017

PRHP remains responsible for temporary water management during construction of the slope works.

• For the portion of the excavation east (downstream) of the diversion inlet portal, the full height of the Stage 2 MLE will be moved deeper into the hillside. The revised design wiil fully remove the instability encountered near the toe of the excavation, including the two remedial panels that were previously excavated and backfilled under LTCffOlG Amendment 4.

• The redesigned slope will still be benched and will incorporate the temporary haul road that will extend from the upper east corner to the lower west corner of the excavation, providing access to RSEM L5. The slopes between benches wiii mostly vary between about3.5H:1.0Vto2.5H:1.0V/ largely depending on overburden material types, in the Basal Sand and Gravel unit at the toe of the excavation, the slope is steepened to 1.75H:1.0V to increase the width of the bench on the bedrock surface from 6 m to approximately 14m, to provide additional width for equipment access. The portion of this bench located above the diversion tunnels inlet portal has already been widened underLTC#01G Amendment 5, and the widened bench wil! likely now be extended along the entire toe of the ieft bank excavation. • Slopes in the granular and more competent gladolacustrine units in the upper part of the excavation will be steepened to about 2.25H:1.0V to minimize the increased footprint of the excavation. The top of the excavation will be set back by up to about 30 m/ which will encroach on the existing access road to the BC Hydro site office building/ a portion of the existing parking tot on the south side of the worker camp/ and a portion oftheATCO water pipeline. These nonLTC facilities will be redesigned and/or relocated as required, in a local portion of the upper excavation near the access road to the BC Hydro office, soil reinforcement will be installed to allow construction of a steeper slope to minimize the extent of the enlarged excavation. • The temporary till haul road will have an average width of 20m with grades initially ranging

between 10% to 15%, which will gradually be reduced to a maximum grade of 11% during excavation and placement of material in RSEM L5. The permanent emergency access road will be revised to generally follow the alignment and profile of this till haul road. Final design of the permanent road will be completed at a later date, following the already established design criteria forthis road. • The excavation will still be monitored with survey markers/ inclinometers and piezometers. Some of the instrument locations wiii be adjusted to suit the revised excavation. Construction of the revised design has been initiated and surplus excavated non-PAG left bank material is currently being hauled to RSEM L5 and placed in the remaining open portions (cells) of the former river side channel. The only PAG materiai being excavated at this time is from the inlet portal area, where excavation has commenced under LTC #05A Amendment 2; this material is being placed in the previousiyauthorized portion ofRSEM L5. During the 07 December site visit/ BC Hydro and PRHP described potential options for permanently placing some of the additional excavated volume from the left bank in one or more new RSEM areas that

T.E. LITTLE CONSULTING INC. PageZofs

Site C Clean Energy Project - CWLs 132990 & 132991 Leave to Construct LTC »0l6 - Left Bank Excavation Phase 2 Recommendation for Amendment ti6 - Redesign of Left Bank Excavation 09 December 2017

would be established on BC Hydro-owned lands on the north bank/ similar to Area 25 which has reached its design capacity. BCH would design any such new RSEM(s). If sufficient additional capacity can be developed, the previously-noted need to expand the current design capacity of RSEM L5 could be substantially reduced or eliminated. The drawings listed in Table 1 are sealed by Professional Engineers registered in British Columbia and are Issued for Construction (1FC) status. The )E notes that certain portions of these drawings are marked as "Holds", subject to pending revisions of some details. However, the drawings provided are adequate to understand the overall scope of the revised design and for PRHP to commence construction. The IE has reviewed the proposed works with the IEM. The IE and the IEM have highlighted the importance of adequate water management on this extensive excavated slope, including the need to be prepared for abrupt changes in weather conditions during construction. It is understood that the existing Care of Water and Environmental Protection Plans will be updated to reflect the revised design. The Independent Engineer hereby recommends to the Deputy Comptroller of Water Rights that BC Hydro can continue wtth the left bank excavation in accordance with the revised design as described above. This recommendation is copied to BC Hydro and is sufficient for these activities to continue. For reference, this recommendation is referred to as Leave to Construct LTCffOlG, Amendment ff6. This recommendation is subject to the following conditions; 1. BC Hydro should provide any additional IFC drawings and updated Care of Water and Environmental Protection Plans to the IE and IEM in a timely manner. 2. Ataminimum^detailsoftemporary Care of Water facilities for the construction period should be provided, and appropriate Care of Water measures should be implemented to the satisfaction of BC Hydro prior to any temporary construction break during the upcoming holiday season. 3. BC Hydro should continue to provide the IE and IEM with regular updates on the progress of the work and details of any further proposed design revisions,

\ ^6^^'^^^.

Yours truly, •' ^p\

,/<$X^&A.

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ij ^ T.i li. LITTLES o°S&'?<-j^r^^-i

W^M^7 h^ -\ ^tu!^:?/ / :^^Q^/'

Tim Little, P.Eng. Independent Engineer, Site CCfean Energy Project

T.E. UTTLE CONSULTING INC. page 3 of s

Site C Clean Energy Project-CWLs 132990 & 132991 Leave to Construct LTC ftOlG - Left Bank Excavation Phase 2 Recommendation for Amendment #6-~ Redesign of Left Bank Excavation

09 December 2017

c: Diane McSherry, BCH VP & Project Director (Site C Licensee Representative) Karen van Muehldorfer, BCH (Regulator/ Manager) LucTurcotte/ SNC Lavalin (Site C Design Engineer) Andrew Watson/ BCH (Site C Construction Engineer) Jason Yarmish, Independent Environmental Monitor Gypsy Fisher, FLNRO Water Management Officer Richard Penner/ FLNRO Water Management Officer

T.E. LITTLE CONSULTING INC. Page4ofs

Site C Clean Energy Project ~ CWLs 132990 & 132991 Leave to Construct LTC #01G - Left Bank Excavation Phase 2 Recommendation for Amendment #6 - Redesign of Left Bank Excavation 09 December 2017

TABLE 1 Leave to Construct LTC #01G - Left Bank Excavation Phase 2 Recommendation for Amendment #6 - Redesign of Left Bank Excavation Issued for Construction Drawings Drawing No. 1020-C18-00406

Title

Revision

Reservoir - Left Bank Excavation Excavation and Drainage - Stage 2

Plan 1020-C18-00408

Reservoir - Left Bank Excavation Excavation and Drainage - Stage 2 Sections A and B

1020-C18-00409

Reservoir- Left Bank Excavation Excavation and Drainage - Stage 2 Section Q Detail Z and Alternate Detail Z

1020-C18-00410

Resen/oir - Left Bank Excavation Excavation and Drainage - Stage 2

Section D and Detail Y 1020-C18-00411

Reservoir - Left Bank Excavation Excavation - Stage 2 Work Points- Plan

1020-C18-00412

Reservoir - Left Bank Excavation Excavation-Stage 2 Work Points "Plan

Detail Z 1020-C18-00415

Reservoir- Left Bank Excavation Excavation for Temporary Till Haul Road Plan and Profiles

1020-118-05000

Reservoir- Left Bank Excavation Dam Safety Instrumentation

Plan and Tables

T.E. LITTLE CONSULTING INC.

Page 5 of 5

This is Exhibit "I" mentioned and referred to in the Affidavit of Robert McCullough, affirmed before me in the City of Portland, in the

State of Oregon, this 31 st day of January, 2018. /"I

ANotafy Rublief, dte.c

71 '7"PACi Btuh/.

OFFICIAL STAMP

{18001-001/00637997.1)

TRACEY ELIZABETH BELDING NOTARY PUBLIC-OREGON COMMISSION NO. 939746 MY COMMISSION EXPIRES JUNE 03, 201 9

SITE C CLEAN ENERGY PROJECT SITE PREPERATION-CLEARING SOUTH BANK AGREEMENT

THIS AGREEMENT dated for reference

'f7·f4

December 2014 ("Effective Date") is between:

BRITISH COLUMBIA HYDRO AND POWER AUTHORITY, a British Columbia Crown Corporation having its head office at 333 Dunsmuir Street Vancouver B.C. V6B 5R3 ("BC Hydro") AND . a British Columbia Incorporated Company with offices in Chetwynd , BC.

("Contractor") BACKGROUND "'·i-

BC Hydro intends to construct the Site C Clean Energy Project (the "Project") which is a proposed third dam and hydroelectric generating station on the Peace River in northeast B.C.; and

BC Hydro and Contractor wish to enter into an agreement for the performance of Work related to the Project.

AGREEMENT The Parties agree as follows: .GENERAL TERMS AND CONDITIONS GC 1.0 INTERPRETAJION ANP QURATION GC 1.1 Scope. This Agreement is comprised of: (a)

these General Terms and Conditions;

(b)

Appendix A - Scope of Work, Schedule and Specifications;

(c)

Appendix B - Rates, Payment and Taxes

(d)

Appendix C - BC Hydro's Policy and Procedures

(e)

Appendix D - Safety

(f)

Appendix E - Environmental Obligations

1 Site Prep; Clearing South Bank; Vl

(g)

Appendix F -Aboriginal Inclusion

(h)

Appendix G - Insurance Requirements

(i)

Appendix H - Personal Information

Appendix I - Labour Schedule

(k)

Appendix J - Drawings

(I)

Appendix K - Site C Contractor Drug and Alcohol Policy Requirements

GC 1.2 Amendments. Subject to GC 2.14(b), to be binding on the Parties any amendments to the Agreement must be in writing and must be signed by both Parties. GC 1.3 Interpretation Rules. In this Agreement: the words "include" and "including" are deemed to be followed by "without limitation"; headings are for convenience only and will not affect the interpretation of the Agreement; words expressed in the singular are deemed to include the plural, and vice versa; the reference to a "GC" is a reference to a paragraph of the General Terms and Conditions and a reference to a section is a reference to a section of the applicable appendix; dollars figures are Canadian dollars. The Contractor confirms that it has obtained independent legal advice, or elected not to obtain such advice, and accordingly agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting party will not be applicable in the interpretation of the Agreement. GC 1,4 pefinjtions, A capitalized word or phrase that is defined in the background recitals, these General Terms and Conditions or in the appendices has that defined meaning wherever that capitalized word or phrase is used in the Agreement, unless stated otherwise. In this Agreement, the following words and phrases will have the following meanings: (a)

"Agreement" means this Site Preparation - Clearing South Bank Agreement, including all General Terms and Conditions and appendices, as amended from time to time in accordance with this Agreement;

(b)

"BC Hydro" means the entity identified as "BC Hydro" on the first page of the Agreement;

(c)

"Consequential Damages" means: (i)

special, contingent, exemplary, punitive, indirect, incidental or consequential loss or damage;

(ii) loss of anticipated revenue, overhead or profit; (iii) loss of production, business or contracts; (iv) loss by reason of shutdowns, non-operation or increased costs of construction, manufacturing or operation; or (v) loss of business reputation or opportunities, of any nature arising at any time or from any cause whatsoever relating to the Agreement, and whether or not such losses or damages were foreseeable; (d) (e)

"Contractor" means the entity identified as "Contractor" on the first page of the Agreement; "BCH Permits" means the permits, licences, authorizations, certificates and approvals

2 Site Prep; Clearing South Bank; Vl

obtained, or to be obtained, by BCH, as described in Appendix A.

(f)

"Crown" means the government of the Province of British Columbia;

(g)

"Effective Date" means the date on the top of the first page of the Agreement;

(h)

"Forest legislation" means the Forest Act, Forest Practices Code of British Columbia Act, Forest and Range Practices Act and Wildfire Act all of British Columbia, and all regulations and standards under those Acts and any amendments to the Acts, regulations or standards;

(i)

"Forest Service" means the British Columbia Forest Service of the Ministry of Forests, Lands and Natural Resource Operations;

"Hazardous Substances" has the meaning given in section 1.1 of Appendix D - Safety;

(k)

"laws" includes the common law and _any valid and applicable federal, provincial or local government statutes, regulations, rules, by-laws, codes, standards, practices or policies;

(I)

"Party" or "Parties"Âˇ means either or both of BC Hydro and the Contractor and their respective successors and permitted assigns;

(m)

"Person" means any individual, sole proprietorship, corporation, company, partnership, unincorporated association, institution, entity, party, trust, joint venture, estate, cooperate or other judicial entity;

(n)

"Project" has the meaning given in background recital A.

(o)

"Rates" means the Rates payable by BC Hydro to the Contractor for Work performed under this Agreement as specified in Appendix B, as may be adjusted in accordance with this Agreement;

(p)

"Site" means the location where the Work is to be performed as described in Appendix A;

(q)

"Term" means the duration of this Agreement as described in GC 1.6;

(r)

"Timber" means trees on the Site, whether standing, fallen, living, dead, limbed, barked or peeled and includes any logs produced therefrom;

(s)

"Work" means the work to be performed by the Contractor ~s described in Appendix A, as may be changed in accordance with GC 2.14;

(t)

"Work Instructions" means written instructions provided by BC Hydro to the Contractor pursuant to BC Hydro's approved plans; and

(u)

"year" means calendar year unless the context indicates otherwise.

GC 1.5 Governing law. This Agreement shall in all respects be governed by and be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable in British Columbia. In this Agreement, any reference to an Act, Regulation or any other law shall be deemed to include any subsequent amendments to that Act, Regulation or other law. Subject to GC 13, the Parties attorn to the exclusive jurisdiction of the courts of British Columbia. GC 1.6 Term. The Term of this Agreement will commence on the Effective Date and , regardless whether or not the Work is complete, will expire on December 31, 2015, subject to earlier termination in accordance with this Agreement. Provided the Agreement has not expired or been terminated, BC Hydro may extend the Term by up to six (6) months by delivering a notice of Term extension to the Contractor Representative.

3 Site Prep; Clearing South Bank; Vl

GC 2 0 AGREEMENT FOR SERYICES

GC 2,1 Seryjces of Contractor,

The Contractor will: (a)

provide all equipment, materials, supplies, labour, supervision and accommodation necessary to perform, and will perform, the Work at the Rates;

(b)

perform the Work diligently, in a workmanlike manner and in accordance with the best modern logging and vegetation clearing practices used in the region in which the Work is done;

(c)

at its own expense, obtain all authorizations, operating permits and licences necessary to perform the Work, other than BCH Permits; and

(d)

at its own expense, provide for the transporting of crews, supplies, materials and equipment.

.GC 2.1 A. Notice to Proceed.. Notwithstanding any other provision of the Agreement, the Contractor and its agents and subcontractors must not proceed with any Work unless and until BC Hydro first delivers to the Contractor:

(a)

a notice to proceed directing the Contractor to proceed with the Work; or

(b)

a limited notice to proceed, directing the Contractor to proceed with some of the Work, in which case the Contractor will only perform the limited Work described in the limited notice to proceed. BC Hydro may deliver one or more limited notices to proceed.

The delivery by BC Hydro of a notice to proceed or a limited notice to proceed does not in any way affect BC Hydro's suspension, step-in or termination rights under GC3.0 or any other provision of the Agreement.

GC 2,2 Compliances. The Contractor will perform the Work, and will ensure that its employees, agents and subcontractors perform the Work, in accordance and compliance with:

(a)

this Agreement, inclusive of all Appendices;

(b)

the Forest Legislation;

(c)

the Fisheries Act, Navigable Waters Protection Act and Canadian Environmental Protection Act of Canada;

(d)

the Drinking Water Protection Act, Water Act, and Environmental Management Act of British Columbia.

(e)

all lawful directions, guidelines and other requirements of the Forest Service and other governmental agencies

4 Site Prep; Clearing South Bank; Vl

(f)

the terms of applicable permits, prescriptions, licences and other documents related to or required in respect of the Work;

(g)

the log specifications and quality control specifications as may be prescribed by the BC Hydro from time to time;

(h)

all lawful directions and instructions of BC Hydro consistent with this Agreement;

(i)

any specifications and requirements set out in Appendix A; and

all other relevant and applicable laws .

.GC 2.3 BC Hydro Policies.. The Contractor will perform the Work, and will ensure its employees, agents and subcontractors perform the Work, in accordance and compliance with the policies and procedures in Appendix C - BC Hydro's Policies and Procedures. GC 2A Safety. The Contractor will perform the Work, and will ensure that its employees, agents and subcontractors perform the Work, in accordance and compliance with Appendix D - Safety. GC 2.5 Egyjronment The Contractor will perform the Work, and will ensure that its employees, agents and subcontractors perform the Work, in accordance and compliance with Appendix E Environmental Obligations. GC 2 6 Hazardoys Sybstagces The Contractor and its agents, and subcontractors must not use, store, transport, remove, dispose of or destroy any Hazardous Substances on the Site without BC Hydro's prior consent. All Hazardous Substances must be dealt with in accordance with applicable laws and this Agreement. If Contractor, during the performance of the Work on the Site, encounters any Hazardous Substances the Contractor must immediately stop Work in the area where the Hazardous Substances are located, provide notice to BC Hydro, and cooperate with BC Hydro to minimize risks to environment, health and safety. GC 2 7 Prjme Cogtractor jg Brjtjsh Colymbja, The Contractor unconditionally agrees to become the Prime Contractor for purposes of the Workers Compensation Act in accordance with Appendix D - Safety. If, at any time, the Contractor is not designated as Prime Contractor, then the Contractor will perform the Work in accordance with the safety requirements of the entity that is the Prime Contractor. GC 2.8 Superyjsjog. The Contractor shall at all times during the Term provide all necessary supervision on Site of the Work and activities being performed by its employees, agents and subcontractors. GC 2.9 Other Contractors. BC Hydro reserves the right to engage other contractors and to use BC Hydro's own employees to perform work, including work similar to the Work, at the Site during the time of performance of the Work by the Contractor. The Contractor will coordinate performance of the Work with the performance of the work of BC Hydro employees and other contractors engaged by BC Hydro. .GC 2.10 Investigations and Contraventions .. The Contractor will immediately advise BC Hydro of any audits or investigations by, or notices or directions from, any government authority with respect to the Work and of any offences or contraventions the Contractor or its subcontractors may have committed including contraventions or offences under any applicable laws whether committed while performing Work under this Agreement or otherwise. The Contractor will provide a safety incident report to BC Hydro through BC Hydro's web-based contractor incident reporting facility within 24 hours of a particular accident or incident occurring. GC 2.11 Aborjqjgal lnclysjon agd Reportigq Requjremegts. The Contractor will comply with the requirements in Appendix F - Aboriginal Inclusion and Reporting Requirements.

5 Site Prep; Clearing South Bank; Vl

GC 2.12 Labour Requirements. The Contractor will comply with the requirements in Appendix I Labour Requirements GC 2 13 Instructions. BC Hydro may give Work Instructions to the Contractor from time to time and, provided the Work Instructions are consistent with the Agreement and applicable laws, the Contractor will comply with the Work Instructions. All directions and instructions that may be given by BC Hydro to the Contractor under this Agreement shall be given by such person or persons as shall be appointed by written or verbal notice from time to time given by BC Hydro to the Contractor ("Hydro Representative" or "Hydro's Representative"). Such directions and instructions shall be given to such person or persons as shall be appointed by written or verbal notice from time to time given by the Contractor to BC Hydro ("Contractor Representative" or "Contractor's Representative"). Provided always, that in the absence of such a person appointed by BC Hydro, the directions and instructions may be given by anyone on behalf of BC Hydro to a person appointed by the Contractor, and in the absence of such a person appointed by the Contractor, the directions and instructions may be given by a person appointed by BC Hydro to the person apparently in charge of the Work at that time on behalf of the Contractor. GC 2.14 Changes. (a)

The Parties may mutually agree to change the Work and schedule for the Work by way of a written change order, in the form attached as Exhibit 1 to Appendix A, signed by both the Hydro Representative and Contractor Representative, and the Contractor will comply with, and implement, the change order without delay.

(b)

BC Hydro may, acting reasonably and without invalidating the Agreement, change the scope and schedule of Work, including revising , adding to or deleting from the Work, by issuing a written change directive to the Contractor describing the changes to Work or schedule. The Contractor must comply with a change directive issued under this GC2.14 without delay. If the Contractor can demonstrate to BC Hydro that the change directive will cause an increase or decrease in the Contractor's costs, productivity or risk associated with the performance of the Work after the effective date of the change directive, the Parties will, acting reasonably, negotiate appropriate changes to any Rates in Appendix B and if the Parties cannot agree on the appropriate changes to Rates, the dispute will be resolved in accordance with GC13. The Contractor will continue to perform Work, as amended by the change directive, without delay, pending the outcome of negotiations, or the resolution of any dispute, regarding the appropriate adjustment to Rates, without prejudice to the Contractor's right to claim adjustments to the Rates resulting from impacts of the change directive on the Contractor's costs, productivity or risk in respect of Work performed after the effective date of the change directive.

GC 2.15 No Mjnjmum Work. BC Hydro has not promised, guaranteed, represented or warranted any scope, volume or value of Work . .GC 2.16 Inspection and Deficiencies .. BC Hydro may, at all times, access and inspect the Work, any equipment and materials at the Site, and the Work area and may conduct such tests and audits as BC Hydro considers necessary during such inspections. If BC Hydro identifies any deficiencies in the Work performed by the Contractor or its subcontractors, the Hydro Representative will advise the Contractor Representative of such deficiencies and the Contractor will promptly remedy the deficiencies at its cost. If BC Hydro remedies the identified deficiencies, BC Hydro may claim the costs of doing so from the Contractor and may set-off such costs against any amounts owed to the Contractor .GC 2.17 Property,. The Contractor.will exercise reasonable care not to cause damage to any property (facilities, buildings, equipment, vehicles, materials, supplies etc.) of BC Hydro or any third party that is on the Site during the performance of the Work . . GC 2 18 BC Hydro Obligations Prior to the Contractor commencing any Work, BC Hydro will

6 Site Prep; Clearing South Bank; Vl

provide the Contractor with (i) copies of any relevant portions of BCH Permits required for the Work; and (ii) any plans, maps or information reasonably required by the Contractor to perform the Work.

GC 3,0 SUSPENSION OR TERMINATION FOR CONVENIENCE AND STEP-IN RIGHTS GC 3,1 Syspensjon At any time, BC Hydro may, at its convenience and in its absolute and unfettered discretion , on written notice to the Contractor's Representative, direct the Contractor to suspend part of all of the Work immediately or on a certain date as set out in the notice. The Contractor will promptly suspend the stipulated Work in accordance with the direction by BC Hydro under this GC 3.1 or upon receipt of direction from any government authority. Where the Contractor's operations have been suspended under this GC 3.1, or otherwise, BC Hydro is not required to provide any substitute or make up Work. During the period of a suspension under this GC 3.1, the Contractor will not remove any equipment and materials from the Site without the prior consent of BC Hydro and will take all commercially reasonable steps to make secure and safe all Work and any equipment and materials on the Site. If there is a suspension under this GC 3.1, and provided the suspension does not result from any default, act or omission of the Contractor or its subcontractors, BC Hydro will , in full satisfaction of any claims the Contractor may have, reimburse the Contractor for the Contractor's reasonable and substantiated direct costs incurred during the suspension, including reasonable stand-by equipment rental rates, personnel demobilization and remobilization costs and extended overhead costs, provided any of the foregoing costs could not have been reasonably avoided or mitigated by the Contractor, plus 1O % on such costs on account of overhead and profit. BC Hydro may, during a suspension, have a different contractor perform the Work that is subject to the suspension. BC Hydro may, acting reasonably, give written direction to the Contractor to resume performance of the Work that has been suspended, within the time specified in the direction, and the Contractor will resume performance of the Work in accordance with the direction. If there is a dispute regarding the costs that BC Hydro should have paid to the Contractor during the period of the suspension, the Contractor will nevertheless resume performance of the Work, without prejudice to the Contractor's right to pursue its claim for such costs. If BC Hydro suspends part of the Work, the Contractor will continue to perform the remainder of the Work during the suspension . .GC 3,2 Step-In Rights.. If the Contractor fails to complete any portion of the Work on or before the date for completion of such Work as specified in Appendix A (as may be amended by a change order under GC2.14(a) or a change directive under GC2.14(b}), then BC Hydro may, without prejudice to any other rights and remedies it may have, take such steps as it considers appropriate (either itself or by engaging other contractors) to mitigate or rectify such failure including: (i) taking possession of the equipment and materials located on the Site or elsewhere and intended for incorporation into or use in the performance of the Work, and utilizing such equipment and materials, subject to the rights of any third parties, to proceed with the Work under the Agreement, or (ii) to delete a portion of the Work from the Agreement as BC Hydro may decide and engage another contractor to undertake that Work at the Site. BC Hydro will carry out such steps as quickly as practicable and in such manner as will minimize interference with Contractor's performance of its obligations under the Agreement. The Contractor will cooperate with BC Hydro so as not to interfere with or impede the exercise of the step-in rights under this GC 3.2. The Contractor will ensure that the provisions contained in applicable agreements with its subcontractors will not prevent or inhibit BC Hydro from exercising its step-in rights under this GC 3.2 . The Contractor will not be paid or otherwise compensated, and the Contractor will not make a claim against BC Hydro for payment or compensation, for any Work the Contractor did not perform as a result of BC Hydro's exercise of its rights under this GC 3.2 . .GC 3,3 Termination for Convenience.. At any time, BC Hydro may, at its convenience and in its absolute and unfettered discretion, terminate this Agreement by providing written notice of termination to the Contractor's Representative. If BC Hydro terminates this Agreement under this GC 3.3, BC Hydro will, in full satisfaction of all claims the Contractor may have, pay the Contractor:

7 Site Prep; Clearing South Bank; Vl

(a)

all compensation owed in accordance with this Agreement for all Work performed in accordance with the Agreement up to the date of the termination;

(b)

all third party cancellation charges, if any, incurred by the Contractor to the date of termination, provided such charges could not have been reasonably avoided or mitigated by the Contractor; and

(c)

the Contractor's reasonable and substantiated direct demobilization costs, plus 10 per cent on such costs on account of overhead and profit.

.GC 3.4 No Consequential Damages.. For greater certainty, the Contractor will not be entitled to, nor will the Contractor make a claim against BC Hydro or anyone else for, Consequential Damages (including any lost revenues or profits) as a result of any suspension under GC 3.1, the exercise of any step-in rights under GC 3.2 or termination under GC 3.3.

GC 4,0 STATUS OF CONTRACTOR AND RELATED OBLIGATIONS GC 4,1 Independent Contractor. The Contractor and any subcontractor engaged by the Contractor pursuant to this Agreement are independent contractors and not partners, employees or agents of BC Hydro. The Contractor and any subcontractor are employers for the purposes of the worker's compensation legislation and employment standards legislation in British Columbia, the Income Tax Act, the Employment Insurance Act, and the Canada Pension Plan and for the purposes of any other legislation affecting employment. GC 4 2 Other Work Subject to fulfilling the terms of this Agreement, the Contractor is free to provide services of the same or similar type as provided under this Agreement or any other services to any other company or individual. GC 4,3 Contractor Expenses, The Contractor will promptly pay, and will ensure that its subcontractors promptly pay, all charges for labour, materials, equipment and services used or contracted for by the Contractor and its subcontractors in the performance of the Work. GC 4,4 Liens, The Contractor will pay all of its liabilities arising from its operations that might constitute a lien upon the Site, the Timber or other assets of BC Hydro immediately upon such liabilities becoming due. If a lien is made or threatened to be made against the .Site, the Timber or other assets of BC Hydro as a result of the activities of the Contractor or any of the Contractor's subcontractors, the Contractor will immediately take steps and make payments, including the granting of security or payment into court, as are necessary to remove the lien or prevent the lien being made. GC 4,5 G.S,T, I H,S,T. The Contractor will register as required under the Excise Tax Act for the collection and administration of the Goods and Service Tax and/or Harmonized Sales Tax and will advise BC Hydro of its Goods and Services and/or Harmonized Sales registration number. The Contractor will immediately advise BC Hydro of any change in the Contractor's status under the Excise Tax Act.

GC 5,0 TIMBER .GC 5.1 Title,. The Contractor has the right to any revenues it may earn from the delivery and sale of merchantable Timber cut by the Contractor in the area of the Site specified in the referenced Appendix J Drawings. Where the Contractor is required to cut Timber under this Agreement, title to all merchantable Timber will pass to, and will be at risk of, the Contractor when it is cut. The Contractor will remove such merchantable Timber from the Site, at its cost, as soon as practicable. Prior to removing Timber from the Site, the Contractor will mark that Timber with

8 Site Prep; Clearing South Bank; Vl

stamp marks or other markers as may be required from time to time by the Ministry of Forests Lands and Natural Resources Operations. The Contractor will deliver all merchantable Timber to government approved scale sites and will deliver a copy of the scale reports to BC Hydro on a monthly basis .GC 5.2 Lost or Damaged Timber.. If any Timber is lost, wasted or destroyed as a result of the negligence or wilful act of the Contractor, its employees, subcontractors or agents, the Contractor will indemnify BC Hydro for any penalty payable by BC Hydro and any costs incurred by BC Hydro in respect of that Timber. .GC 5.3 Stumpage .. BC Hydro will pay all stumpage and royalties charged by government authorities with respect to Timber cut by Contractor under this Agreement.

GC 6.0 RATES ANQ PAYMENT .GC 6.1 Rate Determination .. Subject to the terms of this Agreement, BC Hydro will pay the Contractor for all Work performed under this Agreement at the Rates and in accordance with Appendix B. .GC 6.2 Entire Compensation .. The Rates will be the entire compensation owing to the Contractor for the complete performance of the Work. The Rates cover and include all profits and all costs of supervision, labour, material, equipment, transportation and delivery, overhead, financing and all other costs and expenses of any kind incurred by the Contractor in performing the Work . .GC 6.3 Set-off.. BC Hydro may withhold and set-off against any monies due to the Contractor under this Agreement: (a)

any amount due or accruing due to BC Hydro from the Contractor;

(b)

the amount of any claim made or that might be made against BC Hydro or any of its lands, Timber or other assets or by any person as a result of any act or omission of the Contractor or any of its subcontractors and, when such a claim is made, BC Hydro may pay the amount of that claim into court on behalf of the Contractor;

(c)

any amount that BC Hydro may become liable for in respect of payments, assessments or deductions required to be made by the Contractor by law, unless the Contractor provides receipted proof of payment satisfactory to BC Hydro; and

(d)

an amount equal to the reasonable cost to BC Hydro for services of a solicitor or accountant, where such services are required in respect of a failure by the Contractor to comply with any of the obligations of the Contractor herein .

.GC 6.4 Payment into Court. Any amount set off by BC Hydro under GCs 6.3(b) or (c) may be withheld until the matter at issue is resolved or the Contractor provides receipted proof of payment, as the case may be. Where feasible, BC Hydro may pay the amount withheld into a court of competent jurisdiction.

GC 7.0 FOREST FIRES GC 7,1 Obljqatjons of Contractor. The Contractor shall at all times promptly comply with the requirements of the Forest Legislation, this Agreement and with Work Instructions, concerning the prevention, reporting, control, suppression and extinguishment of forest fires . GC 7 2 Preyention. The Contractor will take all reasonable precautions and make all reasonable efforts to prevent any forest fire starting or spreading from its area of operations on the Site.

9 Site Prep; Clearing South Bank; V1

.Ge 7.3 Control.. The Contractor will immediately do its utmost to control and extinguish any fire, including an escaped slash fire, discovered by the Contractor burning on or near the Site or any other lands of BC Hydro, utilizing to the fullest extent the personnel, equipment and resources available to the Contractor . .GC 7.4 Reporting .. The Contractor will, without delay, report to BC Hydro and the Forest Service the existence of any forest fire on the Site or on any other lands . .GC 7.5 Adverse Fire Hazard .. The Contractor shall alter its hours of work or temporarily close down its operations when directed to do so by the Forest Service or by BC Hydro because of unfavourable weather conditions or fire hazard conditions . .GC 7.6 Equipment .. The Contractor shall at its expense maintain sufficient fire-fighting equipment in good working order in accordance with the requirements of the Forest Legislation and any other applicable laws . .GC 7.7 Reimbursement .. BC Hydro will reimburse the Contractor for all reasonable out of pocket costs and expenses incurred by the Contractor (except the cost of loss of or damage to equipment) in suppression, controlling and extinguishing a fire starting or spreading from the Contractor's area of operations, subject to the following: (a)

BC Hydro shall not be responsible for reimbursement of any such costs if (i) the fire was caused by any wilful or negligent act or omission of the Contractor, its employees, agents or subcontractors or (ii) the Contractor or its subcontractors failed to comply with any requirement of the Forest Legislation and any other applicable laws and such failure contributed to the cause or spread of the fire;

(b)

BC Hydro shall not be responsible for the first $50,000 of such cost for any fire where the fire occurred as a result of the operations carried on by the Contractor but GC 7.7(a) is not applicable;

(c)

payments to the Contractor under this GC 7.7 shall be reduced by any amounts recoverable by the Contractor under the Forest Legislation or under insurance policies maintained by the Contractor or amounts recovered from other sources .

.GC 7.8 Claims .. BC Hydro and the Contractor will take all necessary steps to make any claims for reimbursement for fire-fighting expenses or losses under the Forest Legislation or insurance policies. GC 7,9 Rem1jrements, The provisions of this GC 7.0 shall be in addition to, not in substitution for, the obligations of the Contractor under Forest Legislation. GC 7,10 lndemnjty for Company Costs. Without limiting GC 9.3, where the Contractor, or any person working for or engaged by the Contractor, negligently or wilfully: (a)

causes a fire; or

{b)

permits the escape of a fire, whether or not caused by the Contractor;

the Contractor will indemnify BC Hydro for any loss, cost or liability incurred by BC Hydro as a result of the fire .

GC 8,0 ROADS AND IMPROVEMENTS GC

a 1 Lise of Roads and Brjdges. BC Hydro will obtain permits and licences required for the use of all roads and bridges necessary for the Work. The Contractor may use such roads and bridges for

10 Site Prep; Clearing South Bank; Vl

the purpose of doing the Work on the following conditions: (a)

the use is non-exclusive;

(b)

the use is at the sole risk of the Contractor;

(c)

the Contractor will comply with BC Hydro's directions regarding the use, including hours of use, locking of gates and closure;

(d)

the Contractor will keep roads and bridges it is using clear of debris and other obstructions resulting from the Contractor's operations;

(e)

the Contractor will place in each vehicle used by the Contractor on the Site a radio capable of monitoring and transmitting on the frequencies used by BC Hydro and will instruct its employees and subcontractors in the proper use of these radios; and

(f)

the Contractor acknowledges that BC Hydro has made no representation to the Contractor as to the condition of roads on the Site or as to their suitability for the Contractor's operations.

GC 8,2 Constructjons, lmoroyements and Deactiyatjon If the Contractor constructs, maintains, improves or deactivates any roads as part of the Work, the Contractor will carry out such Work in accordance with any BC Hydro requirements and directions, any applicable laws, and all permits and authorizations. Any improvements made to the Site, roads, bridges, BCH Permits or to other assets of BC Hydro by the Contractor are the property of BC Hydro, unless otherwise agreed in writing by the Parties, and BC Hydro shall not be obligated to pay any additional compensation for any such improvements.

GC 9,0 RELEASE INDEMNITY AND LIMITATION OF LIABILITIES I

.GC 9,1 Representations, The Contractor acknowledges that BC Hydro has made no representations to the Contractor as to: (a)

the terms and conditions of any BCH Permits or any other permits, or that BC Hydro will have the regulatory approvals to permit the Work, including Timber harvesting;

(b)

the nature of the Site;

(c)

the quality or quantity of Timber on the Site;

(d)

the difficulty or simplicity of the Work;

(e)

the state or condition of any roads or bridges; or

(f)

the suitability of any roads or bridges for the Work;

all of which matters have been duly investigated by the Contractor prior to the date of agreeing to the Work, and the signing by the Contractor of this Agreement shall be an absolute release by the Contractor of BC Hydro from any and all Claims which the Contractor now has or may hereafter have in respect thereof. GC 9,2 General Release, The Contractor releases BC Hydro, its directors, officers and servants (collectively for the purpose of this GC 9.2 only referred to as "BC Hydro") from any liability, whether in tort, agreement or otherwise, in respect of any loss suffered by the Contractor arising 11 Site Prep; Clearing South Bank; Vl

out of the Work or the use of any of the Site or other BC Hydro assets by the Contractor and its employees and subcontractor or any other Person, except to the extent that such loss is attributable to the negligence or wilful default of BC Hydro . .GC 9.3 General Indemnity .. (a)

In this Agreement, "Claims" means any claim, charge, demand, action, cause of action, suit or proceeding, whether for damages, fines, penalties, contribution, indemnity or other relief; and "Claim Costs" means any and all losses, damages, assessments, costs, fines, penalties and expenses arising from or related to a Claim, including actual legal (on solicitor and client basis), accounting and expert costs and expenses incurred in the investigation, defence or settlement of a Claim.

(b)

In addition to any other indemnification obligations under this Agreement, the Contractor will indemnify, save harmless and assume the defence of, BC Hydro, its directors, officers, employees, consultants and agents, including Hydro's Representative (each, an "Indemnified Party" and, together, the "Indemnified Parties") from and against all third party Claims, including any Claim Costs, at any time suffered or incurred by, or brought or made against, the Indemnified Parties, or any one of them, relating to or arising out of: (i)

the errors, omissions or negligent acts, willful misconduct, or fraudulent or criminal acts, or breach of the Agreement, of or by the Contractor, the Contractor's affiliates or any subcontractor, or those for whom such Persons may in law be responsible, except for the portion of any Claim arising from the negligence or willful misconduct of an Indemnified Party;

(ii)

any actual or alleged unauthorized disclosure, use or infringement by the Contractor or the Contractor's affiliates or any subcontractors of a third party's patent or intellectual, proprietary or industrial property rights;

(iii)

waste and damage assessments arising from the Contractor's failure to comply with utilization standards and forest practices prescribed by the Forest Service under cutting authorities issued by the Forest Service, except to the extent permitted in Appendix A; or

(iv) any contraventions of, or offences under, any laws committed by the Contractor or any action taken by authorities pursuant to any laws in respect of the activities of the Contractor. (c)

Without limiting GC 9.3(b), if an Indemnified Party becomes a party to a Claim for which indemnity may be sought under GC 9.3(b) , then the Contractor will conduct the defence of such Claim, at the Contractor's sole cost and expense, and on such terms and conditions as BC Hydro may direct. Notwithstanding the preceding sentence, if the Contractor fails to commence or carry out such defence in a manner that is acceptable to BC Hydro , BC Hydro has the right, but not the obligation, upon prior written notice to the Contractor, to assume the defence of such Claim . BC Hydro may settle or resolve such Claim, without the prior consent or approval of the Contractor, and without relieving the Contractor of its obligations under GC 9.3(b). If BC Hydro exercises its rights under this GC 9.3(c) , then the Contractor will reimburse BC Hydro all of BC Hydro's costs and expenses incurred as a result of such exercise.

(d)

Where the Contractor has conduct of the defence of a Claim under GC 9.3(c), each applicable Indemnified Party may retain its own counsel, at the Indemnified Party's sole cost and expense, for the purpose of monitoring the Contractor's conduct of the Claim.

(e)

Notwithstanding any other provision in this Agreement, where the Contractor has conduct of the defence of a Claim , the Contractor will not conclude or agree to the settlement or resolution of such Claim without the prior written approval of Hydro's Representative.

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Where the Contractor concludes or agrees to the settlement or resolution of a Claim without the prior written approval of Hydro's Representative, the Contractor will be liable for the entire amount of such settlement or resolution, including any amount in excess of its indemnity obligations under the Agreement, and will have no right to claim reimbursement, set-off or payment from BC Hydro, or any other Indemnified Party, with respect to any such excess amount. GC 9.4 Limjtatjon. Despite GC 9.3: (a)

the Contractor shall not be required to save harmless and indemnify BC Hydro in respect of any Claims that are the direct result of directions given to the Contractor by BC Hydro; and

(b)

where a fine levied against BC Hydro reflects previous contraventions for which BC Hydro has been liable and which were not attributable to the Contractor, the Contractor will save harmless and indemnify BC Hydro for only that part of the fine reasonably attributable to the actions of the Contractor .

.GC 9.5 Fire Exclusion .. Despite GC 9.3, the Contractor shall not be liable to indemnify BC Hydro for: (a)

any Claims arising out of any fire starting or spreading from the Contractor's area of operations on the Site, except: (i) where the fire was caused by any wilful or negligent act or omission of the Contractor, its employees, agents or subcontractors or if the Contractor failed to comply with any requirement of the Forest Legislation or any other applicable laws and such failure contributed to the cause or spread of the fire, or (ii) where the fire was not caused by the negligence or wilful default of the Contractor, its employees, agents or subcontractors, but did arise from the operations of the Contractor to the extent of the first $50,000 of the cost of a fire as contemplated by GC 7.7(b); and

(b)

any Claims arising out of any fire starting or spreading from the Contractor's area of operations as a result of the negligence of BC Hydro or its other contractors .

.GC 9.6 No Consequential Damages.. Neither Party is liable to the other Party for that other Party's own Consequential Damages.

GC 10.0 INSURANCE

.GC 10.1 Coverage .. The Contractor and BC Hydro will each obtain and maintain all policies of insurance in accordance with Appendix G (Insurance Requirements). Neither the providing of insurance by the Contractor in accordance with this Agreement nor the failure of any insurance company to pay any claim occurring will relieve the Contractor from any other provision of the Agreement with respect to liability of the Contractor or otherwise.

GC 11.0 DEFAULT AND INSOLVENCY GC 11 .1 Termjnatjon for Qefaylt In addition to any other rights of termination under this Agreement, either Party may terminate this Agreement by written notice to the other Party where: (a)

the other Party defaults in any of its obligations in this Agreement, and that default or the conditions that caused the default continue for 15 days after written notice from the nondefaulting Party specifying the default, except that where the default or the conditions causing the default are not curable in 15 days but the defaulting Party takes all reasonable

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steps to cure the default or the conditions immediately upon receipt of the written notice from the non-defaulting Party, the non-defaulting Party will not terminate the Agreement under this GC 11.1 ; or (b)

the other Party has repeatedly defaulted under this Agreement (whether cured within 15 days as provided in subparagraph (a) or otherwise) and the non-defaulting Party has advised the other Party in writing that any subsequent default of like nature will result in a notice of termination under this GC 11 .1.

GC 11 2 lnso!yency. BC Hydro may terminate this Agreement upon written notice to the Contractor if: (a)

the Contractor becomes insolvent or makes a general assignment for the benefit of its creditors;

(b)

the Contractor otherwise acknowledges its insolvency;

(c)

the Contractor commits any act of bankruptcy, is declared bankrupt, makes a proposal under the Bankruptcy and Insolvency Act of Canada, is the subject of any proceedings under the Companies Creditors Arrangement Act (Canada) or commences liquidation proceedings, whether voluntarily or otherwise; or

(d)

a receiver is appointed for any of the assets of the Contractor.

This Agreement will not be considered an asset in the bankruptcy of the Contractor. GC 11.3 Remedjes. GC 11.1 and GC 11.2 are in addition to, and not in substitution for, any right or remedy the Parties may have under this Agreement or at law or equity. Provisions of this Agreement that expressly provide that the Contractor's failure to comply with certain obligations will be deemed to be a default to which GC 11.1 applies are included for greater certainty only and are not intended to limit the application of GC 11.1.

GC 12.0 EXPIRY ANO TERMINATION GC 12,1 Effect of Expjry or Termjnation. If the Term of this Agreement expires or this Agreement is terminated in accordance with any provision of this Agreement: (a)

all the rights of the Contractor under this Agreement will immediately cease except the Contractor's right to be paid for Work done up to the time of termination or expiry or, in the case of a termination under GC 3.3, the amounts set out in GC 3.3;

(b)

the Contractor will immediately cease performing the Work;

(c)

the Contractor must remove from the Site, within 30 days of the expiry or termination of this Agreement or such later date as the Parties may agree, any Timber where title to such Timber has transferred to the Contractor in accordance with this Agreement. If any Timber remains on the Site after such time period, the Contractor will forfeit the Timber and and BC Hydro will be entitled to take possession of, and dispose of, such Timber at its cost, and to keep any revenues from the disposition of Timber, and BC Hydro will not be obligated to pay any compensation to the Contractor for such Timber;

(d)

BC Hydro will be entitled to take possession of any roads or other improvements constructed by the Contractor on the Site;

(e)

the Contractor's indemnification obligations under this Agreement will survive termination or expiry of this Agreement as valid and enforceable obligations;

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(f)

GC 3.3, GC3.4, GC9.0, GC12.0, and GC13.0 survive the termination or expiry of this Agreement;

(g)

the confidentiality and non-disclosure obligations in GC15.1 will survive termination or the expiry of this Agreement until ten (10) years after the Effective Date;

(h)

all provisions of the Agreement that expressly state that they survive, or by their nature survive, termination or expiry of this Agreement will survive termination or expiry of this Agreement;

(i)

all provision s of the Agreement necessary for the interpretation or enforcement of any provisions of, or obligations under, the Agreement that survive termination or expiry of the Agreement will survive expiry and termination of the Agreement; and

BC Hydro may hire such personnel, contractors and equipment as are necessary to perform the remaining Work .

.GC 12.2 Termination -- BCH Permits .. If any or all of the BCH Permits expire, are cancelled or are surrendered, this Agreement may be terminated by either Party without liability to the other Party. GC 12.3 Completjon. Without limiting GC 12.1, if BC Hydro terminates this Agreement under GC 11 .1, and BC Hydro incurs costs to complete the remaining Work, BC Hydro may recover from the Contractor any amount in excess of what it would have cost under the Agreement to perform those obligations had the Contractor not defaulted in its obligations under this Agreement, in addition to and without prejudice to any other rights and remedies BC Hydro may have for the default of the Contractor or for the recovery of money from the Contractor. .GC 12.4 Equipment Removal .. Within 30 days after the termination or expiry of this Agreement, the Contractor will remove all of its equipment and supplies from the Site, making good any damage caused by such removal. Any equipment or supplies not removed by the Contractor within 30 days may be removed or consumed by BC Hydro at the Contractor's sole expense.

GC 13 0 DISPUTE RESOLUTION GC 13.1 Dispyte Resolution method. If there is a dispute between the Parties regarding any matters arising under this Agreement, the dispute will be resolved as follows: (a)

A Party will first deliver to the other Party a written notice of dispute stating, in reasonable detail, the nature of the dispute and, if possible, the estimated dollar value of the dispute;

(b)

If the dispute is not resolved within twenty (20) days of delivery of the written notice under GC 13.1 (a), the dispute will be referred to a senior management representative of each of the Parties who will make reasonable efforts to meet in person or by telephone to attempt to resolve the dispute. Each Party has the sole and absolute discretion as to who it designates as its senior management representative under this GC13.1 (b); and

(c)

If the dispute is not resolved within thirty (30) days of delivery of the written notice under GC 13.1 (a), either Party may refer the dispute to arbitration for final resolution in accordance with GC 13.2, regardless whether or not the senior management representatives have met as contemplated by GC 13.1(b) .

.GC 13.2 Arbitration.. Any disputes referred to arbitration under GC 13.1 (c) will be finally resolved by a single arbitrator and the decision of the arbitrator will be final and binding on the Parties. The place of the arbitration will be Vancouver, British Columbia or such other location in British Columbia as may be agreed by the Parties. The arbitration will be administered by the British

15 Site Prep; Clearing South Bank; Vl

Columbia International Commercial Arbitration Centre (BCICAC) pursuant to its rules, as may be amended from time to time. If the Parties cannot agree on a single arbitrator within 20 days of referral of the dispute to arbitration under GC 13.1 (c), the arbitrator will be selected in accordance with BCICAC rules. During the period of a dispute, the Parties agree that they will perform their respective obligations under this Agreement until the decision of the arbitrator and any subsequent appeals are complete . .GC 13.3 Confidentialitv .. The Parties agree that all negotiations and/or matters relating to any arbitration under this Agreement are deemed to be Confidential Information for the purpose of GC 15.1 of this Agreement.

14 0 ASSIGNMENT AND SUBCONTRACTING

.GC 14.1 Assignment.. The Contractor shall not transfer, assign or subcontract this Agreement, in whole or in part, or any benefit of or money accruing to it hereunder, without the prior written consent of BC Hydro, which consent may be withheld in BC Hydro's absolute and unfettered discretion and BC Hydro shall not be required to give reasons for refusing its consent. Any such transfer, assignment or subcontract without such consent shall be void . A transfer of any shares in the Contractor that results in a change in control of the Contractor shall be deemed to be an assignment of this Agreement. For the purposes of this GC 14.1 "control of the Contractor" means beneficial ownership of more than 50% of its issued shares, having full voting rights in all circumstances, by one person or a group of persons not dealing with each other at arm's length. If the Contractor purports to transfer, assign or subcontract this Agreement without first obtaining BC Hydro's consent, BC Hydro may terminate this Agreement forthwith upon notice to the Contractor . .GC 14.2 Subcontracting .. The Contractor must advise the Hydro Representative at least 15 days before undertaking Work of the specific subcontractors it intends to use for the Work. BC Hydro may, in its absolute and unfettered discretion and without the obligation to provide reasons, prohibit the subcontracting by the Contractor of a particular part of the Work or prohibit the subcontracting by the Contractor of any part of the Work to a particular subcontractor. If the Contractor purports to subcontract any portion of the Work without the prior written consent of BC Hydro, BC Hydro may terminate this Agreement immediately upon notice to the Contractor. GC 14.3 Bjndjnq on Permjtted Subcontractors. If BC Hydro consents to a subcontractor for any of the Work, then: (a)

the Contractor shall require the subcontractor to observe the terms of this Agreement insofar as they are applicable to the Work under the subcontract, and the Contractor shall include in the terms of each such subcontract provisions addressing compliance with this Agreement, laws, supervision, training and other issues identified by BC Hydro and communicated to the Contractor from time to time, so that the obligations of the subcontractor are consistent with the obligations of the Contractor pursuant to this Agreement;

(b)

the Contractor shall assume full responsibility to BC Hydro for the acts and omissions of the subcontractor; and

(c)

notwithstanding the consent of BC Hydro to such subcontracting, nothing herein contained or in any subcontract shall create a contractual relationship of any kind between the subcontractor and BC Hydro .

.GC 14.4 Copy of Subcontract.. Upon request of BC Hydro, the Contractor shall provide the Hydro Representative with a written copy of any subcontract relating to the Work.

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GC 15 0 OTHER MATTERS .GC 15.1 Confidentiality.. Each Party will keep confidential all matters respecting technical, commercial, financial and legal issues relating to or arising out of the Agreement or the performance of the Work (the "Confidential Information") and will not disclose Confidential Information. Despite the foregoing, disclosure of Confidential Information may be made:

(a)

with the prior written consent of the Party who disclosed its Confidential Information to the other Party;

(b)

in strict confidence to the Party's professional advisors;

(c)

in the case of the Contractor, to its subcontractors, or, in the case of BC Hydro, to other contractors working on the Project, who, in each case, need to know the applicable Confidential Information for the purpose of performing the Work or performing other work on the Project; or

(d)

as otherwise required by law or permitted by this Agreement.

The foregoing obligations of confidentiality will not apply to: (i) information that is, or subsequently becomes, publicly available other than through a breach of this Agreement or through a breach of a confidentiality agreement which another person or entity has entered into concerning the Confidential Information; (ii) information which the party already possessed before commencing to participate in the Project; (iii) information which is rightfully received from a third party without breach of any obligation of confidence by such third party; or (iv) information which is independently developed with the use of the Confidential Information. Despite anything in this GC15.1, and for greater certainty, BC Hydro may publicly disclose the following information: (i) the existence of this Agreement, the Work to be performed under this Agreement (e.g., type, estimated aggregate dollar value, and volumes), employment in performance of Work under this Agreement, the names of the Parties and the Contractor's subcontractors, the duration of Agreement, and the relationship of the Contractor to First Nations (as well as the names of such First Nations); and (ii) the Aboriginal Inclusion Performance Report. .GC 15.2 FOIPPA.. BC Hydro is subject to the Freedom of Information and Protection of Privacy Act (British Columbia) ("FOIPPA") and, accordingly, in order for BC Hydro to comply with the requirements of FOIPPA, the Contractor will, prior to or at the same time as providing BC Hydro or Hydro's Representative with copies of, or access to copies of, any records containing personal information (as defined in Appendix H) of the Contractor's or any subcontractor's employees, obtain the written consent of each affected individual to the indirect collection of his or her personal information by BC Hydro. Upon request, at any time, from Hydro's Representative, the Contractor will provide, within five days of such request, evidence satisfactory to Hydro's Representative, acting reasonably, that such consent has been obtained . The Contractor must comply with Appendix H - Personal Information .

.GC 15.3 Force Majeure .. If at any time during the Term: (a) the Contractor fails or is unable to perform the Work; or (b) BC Hydro fails or is unable to provide the Work or is prohibited from proceeding with the Work; as a consequence of fire, explosion, action or requirement of any governmental authority, an order of a court or regulatory tribunal, strike, lock-out, combination of workmen, labour disputes, flood, drought, embargo, riot, war or any act or consequence of war (whether or not there is a declaration of war), act of God or of the public enemy, delay or failure of carriers, or.any other event or contingency which is beyond the reasonable control of BC Hydro or the Contractor, as

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the case may be, the Contractor shall not be liable to BC Hydro for failure to perform Work nor shall BC Hydro be liable to the Contractor for failure to make Work available during the period of such failure or disability. BC Hydro or the Contractor, as the case may be, shall give prompt notification in writing to the other of the occurrence of any event or contingency provided for in this paragraph which will affect its performance under this Agreement, which notification shall include an estimate of the duration of the period of disability, and such Party will again give notification in writing when the event or contingency ceases.

- GC 15,4 Notjces, All notices, requests, demands or other communications hereunder shall, unless stated

otherwise, be in writing and must be delivered by hand (including courier), sent by fax from the sending machine, or sent by electronic mail (e-mail) to the party concerned at the following addresses:

if to BC Hydro or the Hydro Representative: Four Bentall Centre 600 - 1055 Dunsmuir Street PO BOX 49260 Vancouver BC V7X 1V5 Email:

if to the Contractor or the Contractor Representative:

Email:

or at such other address as may from time to time be notified in writing by any of the foregoing. Any notice, request, demand or other communication shall be deemed given and received: (a)

if delivered by hand, upon receipt by the other Party or by the Hydro Represenative or the Contractor Representative;

(b)

if sent by fax, without telephone confirmation, 24 hours after transmittal as evidenced by the fax transmittal; and

(c)

if e-mailed, upon confirmation by the receiving Party by telephone or return e-mail.

.GC 15.5 Enurement.. This Agreement will enure to the benefit of and be binding upon the Parties and

their respective heirs, executors, administrators, successors and permitted assigns. GC 15 6 Wajyer The failure of either Party at any time to require strict performance by the other Party of

any provisions of this Agreement will in no way affect the first Party's rights under this Agreement to enforce that provision , nor will any such waiver of any breach of any provision of

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this Agreement be held to be a waiver of any succeeding breach of such provision or waiver of any other provision . .GC 15. 7 Time of Essence .. Time shall be of the essence of this Agreement with respect to all payments to be made and all provisions to be observed and performed by the Contractor and if BC Hydro shall at any time grant any extension of time under this Agreement such extension shall not be deemed to be or operate in law as a waiver on the part of BC Hydro of this provision . .GC 15.8 Entire Agreement.. This Agreement and any amendments made in accordance with this Agreement constitute the entire Agreement between the Parties with respect to the matters dealt within it and replace any and all previous agreements, representations and warranties relating to the Work . .GC 15.9 Invalidity .. If any one or more of the provisions in this Agreement are invalid or unenforceable, the validity and enforceability of the remaining provisions contained in this Agreement will not in any way be affected or impaired . .GC 15.10 Rights and Remedies Cumulative.. All rights and remedies under the Agreement (other than those which are expressly specified in the Agreement as exclusive rights and remedies) are cumulative and are in addition to and not in substitution for any other rights or remedies available under the Agreement or at law or equity . .GC 15.10 Counterparts .. This Agreement may be executed and delivered in several counterparts, including by facsimile or electronic (PDF) transmission, each of which when so executed and delivered will be deemed to be an original and such counterparts together will be one and the same instrument.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.

BRITISH COLUMBIA HYDRO AND POWER AUTHORITY

Per:

Authorized Signatory

Per:

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APPENDIX A- SCOPE OF WORK AND SPECIFICATIONS

SCOPE OF WORK AND SCHEDULE The anticipated start date for Work will be confirmed by BC Hydro with reasonable notice, with Work completed by December 31, 2015. The Work to be carried out under this Agreement is the clearing of vegetation and access development as prescribed within the south bank dam construction site for the Project. The area of clearing and access development is shown on the attached Appendix J Drawings -1016-C14-D7601 -1and1016C14-D7601-2 (Site) and includes a combination of: 1.

Tree and merchantable timber removal (falling, skidding/yarding, processing , sorting, loading, hauling to marketplace or assigned destinations) ; 2. Waste wood collection and deposition as directed; 3. Existing access road and landing upgrades and maintenance; and , 4. New access road and or trail construction and associated landing construction. Among A. B. C.

other things, the Contractor is responsible for acquiring: Scale site designations; Log sale agreements on timber under Contractor ownership; and Waste wood disposal agreements where agency permits or approvals are not required .

Clearing priorities as also noted on the drawings are as follows: i. Staging area for Peace river bridge felled and decked by early September 2015 ii.Aggregate area for road construction - cleared and grubbed September 2015 iii.Septimus road right of way- cleared September 2015 iv. All remaining areas as outlined on the drawings- felled and cleared by end of December 2015 If the performance of the Work meets schedule and contractual requirements, further opportunities for wood waste treatment (grinding I mulching) may be identified . The Contractor has entered into the Agreement without any assurances of such additional work.

BCH PERMITS No Work will commence until the following permits, licenses, authorizations, certificates and approvals have been obtained by BC Hydro (the "BCH Permits"): (a) B.C. Environmental Assessment Certificate; (b) The decision statement by the Minister of Environment of Canada under Section 54 of the Canadian Environmental Assessment Act (Canada); (c) Licence of Occupation approvals for Crown Land and right or permission to conduct work on private land ; (d) Occupant License to Cut & associated Timber Marks; (e) Road Use Permits/Agreements; (f) Industrial Access Permits to public roadways where necessary and applicable ; (g) Forest Service Road connection permits; and (h) All Ministry of Environment and Department of Fisheries and Oceans permits and authorizations related to Waste Wood disposal, culvert installations and riparian habitat alteration, where necessary. The Contractor is responsible for obtaining all permits, licenses, authorizations, certificates and approvals necessary to perform the Work, other than the BCH Permits.

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SPECIFICATIONS .CONTENTS

.Section.

.Subject

.Page

.SECTION SP1 - GENERAL REQUIREMENTS.............................................................. 22

.1..1 .jA .j2

..1& .g -~

..1.Jl .1.10. .1.11. .1 .12. .1 .13.

.PROTECTION OF THE ENVIRONMENT. .......................................... 22 .CONSTRUCTION FACILITIES........................................................... 23 .MOBILIZATION.................................................................................. 23 .SNOW REMOVAL. ............................................................................. 24 .COOPERATION................................................................................. 24 AVAILABILITY AND USE OF THE SITE............................................. 24 .PUBLIC CONVENIENCE AND SERVICE SYSTEMS............ .... ......... 24 .FIELD SURVEY, LINE AND GRADE ................................................. 25 .COMPLETION CERTIFICATE............................................................ 25 AS-BUILT DRAWINGS................... .. ........ ... ....................................... 25 .GENERAL REQUIREMENTS.............................................. ............... 25

.SECTION SP2 - LAND REQUIREMENTS. .....................•.......................................•.......28

.t i .2.2.

.GENERAL.......................................................................................... 28 APPROVALS/RELEASE..................................................................... 28

.SECTION SP3 ·ACCESS REQUIREMENTS.............................•.........•••....................... 29

.;1.1 .3.2. .3.3.

.GENERAL.......................................................................................... 29 .WATERCOURSE CROSSINGS AND GENERAL ACCESS..... ........... 30 .SPECIFIC ACCESS REQUIREMENTS.............................................. 31

.SECTION SP4 • CLEARING .......................................................................................... 37

.1.J.. .4.2. .4.3. .4.4.

.DEFINITION OF TERMS. ...... .. .............. ............................................. 37 .GENERAL....... .. ...... .. .................................................. .. ...................... 38 .TREATMENT UNITS. ............................................ ..... ...................... .. 42 .SPECIFIC CLEARING REQUIREMENTS........................................... 47

.Note.: Measurements in these specifications are metric, unless stated otherwise. The following abbreviations have the following meanings: "km" means kilometre; "m" means metre; "cm" means centimetre; "mm" means millimetre; "kg" means kilogram."

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SPECIFICATIONS SECTION SP1 - GENERAL REQUIREMENTS

1.1

.PROTECTION OF THE ENVIRONMENT (a)

.General The Contractor is responsible for supplying all materials, labour, supervision, equipment and tools to comply with the requirements of Appendix E - Environmental Obligations. Should there be conflicting requirements between these specifications and the CEMP, Hydro's Representative should be consulted and the more stringent environmental requirement will apply.

(b)

Wildlife Protection The Contractor shall not feed any wildlife. All meals and food waste shall be securely stored to prevent attraction of wildlife. The contractor shall follow the approved EPP.

(c)

.Bird Nest Surveys The contractor shall follow the approved EPP

(d)

.Identified Archaeological (Arch) Sites The contractor shall follow the approved EPP. In addition to the foregoing, if the Contractor receives any information from any source suggesting that remains or things of geological or archaeological interest or value are at the Site, or if the Contractor confirms the existence of such remains or things during the performance of the Work, the Contractor will take all reasonable precautions to prevent removal or damage to such remains or things, advise Hydro's Representative, and comply with any directions of Hydro's Representative.

(e)

.Preservation of Historical Remains In the event that sites or artefacts of heritage or archaeological importance (e.g. bones, stone tools, shell deposits, etc.) are encountered during the course of work, the Contractor shall immediately suspend Work, preserve the site, and contact BC Hydro's Representative. An archaeological assessment will be completed of the clearing area prior to clearing and any applicable information relayed to the clearing contractor undertaking this work.

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(f)

.Noise and Dust Abatement

During the performance of the Work, the Contractor shall furnish all labour, equipment and materials required to reduce noise including maintaining mufflers and related equipment in good order. (g)

.Other Environmental Risks

If the Contractor encounters any situation that may pose an environmental risk that is not identified or addressed here, the Contractor shall contact Hydro's Representative or Hydro's Environmental Representative for assistance prior to commencing or continuing Work. 1.4

.CONSTRUCTION FACILITIES

The Contractor shall provide and maintain the following construction facilities and pay all costs associated therewith: 1.

Sanitary facilities for all construction personnel. These facilities shall be kept in a clean and sanitary condition at all times.

First aid facilities conforming to the Worksafe BC regulations and requirements, including first aid attendants and emergency transport vehicles (if required) suitable for the total work force on Site, which will include up to six members of BC Hydro's work force.

All construction services shall be available at no charge for use by personnel of BC Hydro. The Contractor shall review with the Hydro's Representative the proposed location of Site facilities. Location of all temporary structures, buildings and vehicle parking areas will be subject to acceptance by Hydro's Representative. Temporary structures constructed by the Contractor, but not described in the attached Appendix J Drawings, shall remain his property and shall be removed from the Site at the Contractor's own expense immediately upon completion of the Work, with the area left in a clean and tidy condition. The Contractor shall maintain the Site and structures free from advertisements and signs of any kind, except those required by the Ministry of Forests and Range, the Ministry of Transportation and Infrastructure, local municipalities and those accepted in writing by Hydro's Representative. 1.5

.MOBILIZATION

Mobilization shall be considered to be complete when all of the following has occurred and been accepted by Hydro's Representative or other agencies as noted: 1.

The Contractor's detailed schedule;

The Contractor's Safety Management Plan;

The Contractor's Environmental Protection Plans, which are required for commencement of Work in accordance with the CEMP;

The presence on Site of sufficient workers and equipment necessary to perform Work in accordance with the accepted detailed schedule; and,

Compliance with all other terms and conditions of the Agreement applicable at the date of submission of such progress payment estimate.

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1.6

.SNOW REMOVAL

The Contractor shall be responsible for snow removal and/or sanding within their sole purpose clearing roads in the Agreement. "Sole purpose clearing roads" are roads that are for the sole use of the clearing contractor in order to gain access to the Work area and to proceed with the Work. Road maintenance from this point to the public road will be the responsibility of the Lower Peace Valley Road Use Committee or designated road maintenance contractor. Should additional road maintenance be required on the section of road within the clearing area to the public road, the contractor will with the pre-approval of a BC Hydro Representative provide additional snow removal and or sanding services. 1.7

.COOPERATION

The Contractor shall be required to share the Site with others. The Contractor shall cooperate with BC Hydro, property owners, the public and other contractors employed on, or adjacent to, the Site. The Contractor shall submit a proposal to Hydro's Representative for acceptance before using or occupying any land outside the assigned Work area.

1.8

AVAILABILITY AND USE OF THE SITE

The Contractor shall:

1.9

Not permit the establishment or use of camps along the right-of-way, clearing area or approved access roads by those engaged in the Work;

Use only those sections of public and private lands (roads, right-of-way and clearing areas) approved for use;

Not use the right-of-way, clearing area or approved access roads as a staging area or as a storage dump for materials and equipment;

Immediately repair and restore to the original condition or equivalent any works or structures, including roads or ways either on or off the right-of-way, fences, gates, signs, bridges, culverts, ditches or berms, damaged or altered directly or indirectly by the Contractor's activity;

Prior to initial entry on private property, obtain written confirmation from Hydro's Representative that permission is in place to make use of any land or access road or use or construct any road, trail, bridge, culvert or other works outside the clearing area as identified in the attached Appendix J Drawings;

Plan and perform the Work so that vehicles and equipment are confined to the right-of-way preparation or clearing area and access specified; and

Not relocate access or use or develop new access without the written acceptance of Hydro's Representative.

.PUBLIC CONVENIENCE AND SERVICE SYSTEMS

The Contractor shall: 1.

Give to Hydro's Representative and to the owner or other person having control of the service system sufficient notice (not being less than one week in the case of a highway or railroad or minimum 72 hours in other cases) to permit measures to be taken to prevent or

24 Site Prep; Clearing South Bank; Vl

minimize such interference before commencing any part of the Work that may interfere with the security of or free passage on any highway, railroad, communications system, power line, pipeline or other service system;

1.10

Ensure the security of all overhead lines, underground lines, wellheads and pipelines and the safety of all personnel and plant near and adjacent to these structures; and

Assume that all overhead and underground lines are energized and all wellheads and pipelines are in use.

.FIELD SURVEY. LINE AND GRADE The Contractor shall: 1.

Take every reasonable precaution to protect and preserve all lot and subdivision posts and witness marks, all stakes and pins marking property lines and limits of rights-of-way, all Point of Intersection (Pl) hubs and structure stakes, anchors, clearing boundaries, monitoring or reference points; and

Be responsible for the cost of resetting any such marker which is unnecessarily destroyed, lost or misplaced due to the Contractor's actions.

Clearing boundaries, areas and Danger Tree locations are approximate on the attached Appendix J Drawings to hand-held GPS level accuracy wherever they have been traversed and in no way constitute a guarantee of accurate location or area. Some features are not traversed. The Contractor should verify all Works thoroughly in the field prior to commencement of activities. When planned activities are not traversed onto the attached Appendix J Drawings their location is described in the following Specifications. The Contractor acknowledges that any information about the nature of the Work area or the specific location of features, lengths or area calculations, is approximate and is not binding upon BC Hydro, and that the Contractor informed itself about such matters prior to entering into an Agreement to undertake the Works. Signing of the Agreement is an absolute release by the Contractor of BC Hydro from any claim that the Contractor may have in respect to the nature of the Work area or the specific location of features, lengths or area calculations.

1.11

.NOT USED

1.12

.NOT USED

1.13

.GENERAL REQUIREMENTS 1.

.Boundary Location. Marking and Sections •

Clearing boundaries are marked in the field with orange ribbon. Vegetation with clearing boundary marking on the stem or branches on the clearing side of the stem is to remain undisturbed after clearing is complete. Vegetation with flagging on branches beyond the center of the trunk shall be removed.

•

Hazard trees, as defined in section 4.1 are to be identified, cut and removed by the contractor concurrent with Work. Where required, Danger Trees, as defined in section 4.1, will be marked with blue paint by a BC Hydro Representative and cut and removed by the Contractor.

•

Ribboning convention in the field : Clearing boundary - orange;

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Road centerline - pink; Riparian Management Zone (Machine Free Zone) - orange and black with "Riparian Management Zone" text printed; Special Management Zone (Low Ground Pressure summer) - orange with black with "Special Management Zone" text printed; · Stream centerline - red with black strips with "Stream" text printed; Boundary between grubbing and no grubbing (ie forested edge) will be located in the field following clearing with orange paint on stumps and/or stakes; Existing access road upgrade treatments are flagged in the field along the timber edge with yellow ribbons; Archeological sites - wide yellow ribbon with Archeological site printed on the ribbon; and As defined on the attached Drawings in Appendix J, split-lines between slope classes are not flagged in the field . The Contractor shall locate and complete a BCFSC Steep Slope Assessment on areas with slopes greater that 35%, prior to clearing. •

All distances referenced in the specifications are to be horizontal distance unless specified otherwise. Working from the Highway

The Contractor: shall not position any heavy equipment on highways or main public roads for the purpose of completing the right-of-way preparation or access upgrade Work. Forest Service Roads are not considered main public roads.

.Not used

.Not used.

.Traffic Management

1. The Contractor shall provide all traffic management and access control requirements if the Contractor's work creates a hazard to a user of a road or trail, the general public or livestock in the area of the works. This includes temporary fencing, if the traffic management plan indicates that temporary fencing is required . 2. The Contractor shall consult with Hydro's Representative prior to commencing Work to determine what areas require traffic management.

.Livestock Management

In the areas of pasture boundaries and existing fence lines the Contractor must ensure that: •

Existing fences are maintained or repaired immediately after damage so that livestock cannot pass through the fenced barrier;

•

Existing gates are maintained in a closed position at all times or that new gates are installed promptly to prevent livestock movement through the barrier; and

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â&#x20AC;˘

Existing cattleguards are maintained in good working condition and new proposed cattleguards are installed promptly to prevent livestock movement past the barrier.

.Flag Person Costs The Contractor shall be responsible for all flag person costs required for traffic management and safety purposes on roadways.

.Transportation The Contractor shall supply his own transportation throughout the Work.

.Power System Safety Protection CPSSP) As a minimum, workers involved in clearing and access work within or adjacent to existing powerline rights-of-ways and substations shall successfully complete Category 2 of BC Hydro's PSSP as well as Local Component training for the specific area(s) being worked at. BCHydro will provide this training free of charge to the number of workers specified in the Contractor's proposal. The Contractor shall pay travel and board for each person to be trained by allowing 8 hours per person for Category 2 training and 1 hour per person for Local Component training. Note that the training sessions for Category 2 PSSP and Local Component may occur at different locations. The Contractor shall provide Hydro's Representative with 10 days' notice prior to requiring the PSSP Training to ensure adequate time for arranging the training personnel and location.

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SPECI FICATIO NS SECTION SP2 - LAND REQUIREMENTS

2.1

.GENERAL

BC Hydro will be obtaining statutory rights-of-way for access on private and Crown owned properties . .The Contractor will not contact property owner directly. All contact with property owner must be through BC Hydro. The Contractor shall close gates immediately after use unless otherwise required by the property owner. Gates that are normally locked shall be locked by the Contractor when leaving the Site. If livestock are being grazed on adjacent properties then all gates and fences are to be closed when unattended by the Contractor. 2.2

APPROVALS/RELEASE

The Contractor shall: 1.

Prior to initial entry on private property, obtain confirmation from Hydro's Representative that permission is in place to make use of any land, clear the land or use or construct any road, trail, bridge, culvert or other works;

Prior to initial entry on private property, coordinate with Hydro's Representative so that BC Hydro is able to give the property owner a minimum 72 hour notice for any works described in this Agreement subject to guidance from Hydro's Representative;

Obtain the written approval of appropriate government agencies or landowners prior to beginning any access development on, or use of, Crown or private land outside BC Hydro's permitted areas covered in documents such as the Cutting Permits, Licences to Cut, Federal Timber Permits, statutory rights-of-way or road use agreements;

Obtain written directions from Hydro's Representative prior to relocating privately owned materials on private properties;

Not remove crews and equipment from the Site, before Hydro's Representative obtains a written release from each landowner and each holder of a lesser interest in the land affected by the Work to the effect that all works or structures used or affected during construction have been restored to their original condition or equivalent if required; and

Provide a copy of all releases/approvals to Hydro's Representative immediately after they are obtained.

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SPECIFICATIONS SECTION SP3 - ACCESS REQUIREMENTS

3.1

.GENERAL The Contractor shall: 1.

Plan and perform the Work so that vehicles and equipment are confined to the clearing and/or right-of-way preparation area and access shown on the attached Drawings in Appendix J;

Construct all new access on the planned alignment and centerline flagged in the field for non-designed sections and according to the designed centerline in the engineered design segments;

Not relocate access or use or develop new access without the written acceptance of Hydro's Representative. All plans for additional access to the right of way or clearing shall be submitted to Hydro's Representative for approval prior to the commencement of works;

Notify Hydro's Representative if any deterioration occurs on any existing, upgraded or newly constructed access road ;

Only use access identified in the attached Drawings located in Appendix J;

Construct new skid trails, roads, grades, benches and related work in such a way that slides, washouts, sedimentation off the construction area or into watercourses and similar hazards are prevented;

Fully deactivate (by ripping and re-contouring to the natural ground slope) new temporary access used for clearing as required by Hydro Representative , and install appropriate waterbars to minimize detrimental runoff and prevent erosion;

Supply all road signage and traffic control measures specified in permits related to access on to public roadways;

Supply all road signage and traffic control measures specified in existing access road upgrade prescriptions;

10.

Construct new main access roads in the snow-free months of the year without frost in the ground. For clearing scheduled in the winter months the Contractor may construct temporary winter access that follows the proposed main road centerline but all final permanent main road construction shall occur after break-up in the snow-free and frost-free months; and

11.

Complete all gravelling and subgrade work within existing road upgrade prescriptions in the snow-free months of the year without frost in the ground. For clearing scheduled in the winter months the Contractor may complete the brushing treatments of the existing road upgrade prescriptions in the winter months, if necessary, for the safety of existing road travel.

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3.2

.WATERCOURSE CROSSINGS AND GENERAL ACCESS 1.

Approvals

•

BC Hydro will obtain Ministry of Environment and Fisheries and Oceans Canada approvals for upgrading and constructing watercourse crossings; and

•

The Contractor shall not cross any waterbodies, watercourses or drainages other than those identified with crossings on the Drawings (Appendix J) without the prior written consent of Hydro's Representative .

.Construction The Contractor shall: •

Not begin Work on watercourse crossings without the prior acceptance of Hydro's Representative;

•

Install or construct watercourse crossings at the same time as access is advanced unless other timing is specified;

•

Direct vehicles and equipment to cross watercourses only at access crossings shown in the attached Drawings (Appendix J) or accepted by Hydro's Representative; and

•

Dispose of old culverts in a manner acceptable to Hydro's Representative.

3.2.1

.Access Maintenance and Upgrade

a) .Access Maintenance. - The Contractor shall maintain and repair existing and newly constructed access used for the Work equal to or better than its condition at the start of Work. This includes and is not limited to ditching, ditch maintenance, culvert maintenance, surface preparation, surface grading, construction of drainage channels for surface water, etc. The Contractor shall be responsible for all road maintenance to the Work area for the duration of their activities and until such time as their Work is complete in any area or relieved of said obligations in writing by the Hydro Representative. This means that in the spring there may be other contractors arriving on site to begin construction within their work areas. The Contractor will remain responsible for all access maintenance to the Work area until such time that all of the Work is completed for an area. This includes clearing, Waste Wood disposal, new access construction and existing access road upgrades. b) .Existing Access Upgrades. - The Contractor shall complete all existing access upgrade Work as defined in the specifications and the attached Drawings (Appendix J). Any additional existing road upgrades required to facilitate access to the Work area are the responsibility of the Contractor. 3.2.2 (a)

.Access Construction .General In the process of constructing access the Contractor shall: 1.

Utilize a combination of local excavated materials, imported materials and overland construction;

Construct all access to a 2WD all-weather standard unless specified otherwise;

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3.3

Compact all newly constructed access and all subgrade and surface gravelling sections of existing road upgrades according to these specifications;

Be responsible for all rock drilling, blasting and hammering required to construct access according to these specifications. This includes the supply, delivery and safe storage of explosives;

Construct roads according to the design where engineered road designs have been completed;

Construct drainage channels, accepted by Hydro's Representative, on ground which is relatively level and where natural drainage is restricted, to the extent necessary to prevent ponding and provide drainage of surface water away from the access;

Direct surface drainage away from any existing or proposed structure foundations and guy anchors;

Crown or in-slope all roads to allow water to drain freely off of the surface;

Prepare access grades, skid trails, benches and related Work in such a way that slides, washouts, detrimental rutting and similar hazards are prevented;

10.

Minimize surface soil erosion after road construction on all exposed soils that are subject to weathering by seeding with grass and legume vegetation; and

11.

Use extreme caution when constructing crossings over buried gas, oil, water and sewer lines. Monitor overland subgrade deflection after installation to ensure adequate road surface support to prevent damage to buried utility lines. The Contractor is responsible for contacting BC1Call (1-800-474-6886) prior to any excavation work. The Contractor is responsible for meeting the construction requirements outlined in the permits issued by the utility. Copies of permits shall be provided to Hydro's Representative prior to the start of Work.

.SPECIFIC ACCESS REQUIREMENTS (a)

.Pipeline Crossings The Contractor shall not cross any portion of a pipeline right-of-way with pick-up trucks, mobile equipment, or any other crew vehicle except at an approved crossing location as defined in the specifications and on the attached Appendix J Drawings, and in accordance with all pipeline crossing agreements. The Contractor shall not start construction within 30 m of a pipeline crossing until approved by Hydro's Representative. The Contractor shall not cross any existing or newly constructed pipeline crossing (permanent or temporary) until the crossing has been inspected by Hydro's Representative. The Contractor shall not excavate within 1O m from the edge of a pipeline right-of-way except at an approved pipeline crossing as defined in the specifications and on the attached Appendix J Drawings. This includes all clearing activities associated with clearing standard areas defined in the specifications and shown on the attached Appendix J Drawings. Âˇ

(b)

.Excavated Material Access Construction The majority of new access development will be excavated construction utilizing local native material free from snow and ice. The Contractor shall complete all excavated

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material access construction in accordance with Drawing SKGJT-02 located in Appendix J and these specifications. The Contractor shall strip all organic materials prior to placing fill for excavated subgrade construction. Soft and fine textured soils must be over-excavated to reach suitable subgrade soils as determined by Hydro's Representative on site. Geosynthetics and suitable imported subgrade material may be required in order to prevent over-excavation requirements in fine textured soils that do not have underlying suitable materials.

(c)

.Overland Access Construction Overland construction consists of levelling the native ground surface, placing geosynthetic material directly on top of the levelled surface and then gravelling over top of the geosynthetics. The Contractor shall minimize or avoid stripping of organic topsoils in overland road construction. For temporary access segments it may be acceptable, if approved by Hydro's Representative, to utilize logs as corduroy ballast alone or in combination with geosynthetics and imported gravel unless specified otherwise. Log corduroy is not allowed in permanent access segments.

(d)

.Localized Borrow Pits Local borrow pits may be required to generate additional suitable native subgrade material for excavated or overland road construction. Local borrow pits may be utilized as long as the Contractor ensures that:

(e)

Borrow pit locations are approved by Hydro's Representative prior to use;

ii.

Borrow pits are located greater than 25m from structure locations and any anchors;

iii.

Borrow pits are located within the right of way specified in Works Permit or anywhere within Occupant Licence to Cut, but generally within 37.5m each side of centerline of the road in the Occupant Licence to Cut;

iv.

Borrow pits are located outside of riparian vegetation management areas of watercourses or wetlands; and

Borrow pits are reclaimed after use by ensuring that drainage of water around the pits is maintained, back-sloping of cut-slopes is undertaken, deep holes are filled with overburden or back-sloping material to make them safe and exposed soils are seeded .

.Geosynthetics For overland construction areas and other general excavated construction segments requiring additional support the Contractor shall supply, deliver and place geosynthetic fabric directly on existing, undisturbed grade or excavated subgrade for a minimum width of 4.0 m, with 1.0 m joint overlaps, and in accordance with the manufacturer's instructions, before placing subgrade material and surfacing gravel. The geosynthetic fabric material shall be Armtec 855, Amoco 2006 or accepted equivalent woven geosynthetic fabric meeting or exceeding the following physical properties:

.Property. Grab Tensile Strength (kN) Grab Tensile Elongation(%) Mullen Burst Strength (kPa) Trapezoidal Tear (kN)

.Test Method.

.Value

ASTM ASTM ASTM ASTM

1.4 15 4130 0.53

D-4632 D-4632 D-3786 D-4533

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Puncture Strength (kN) Flow Rate (l/min/m 2 )

(f)

ASTM D-4833 ASTM D-4491

0.53 160

.Subgrade Gravel - Supply, Deliver and Place (3" minus) The Contractor shall, during dry conditions, place well-draining, erosion resistant, structurally competent and compactable road Âˇ subgrade material where specified in the attached Drawings (Appendix J) for a width equal to the "Road Width" in Drawing SKGJT02 and a minimum depth of 300 mm after compacting (actual depth is that which is required equal to or greater than 300 mm to support 2WD all-weather construction access). If required by the BC Hydro Representative, the Contractor may be required to use material which has: 1.

A minimum of 50% by mass of particles between 5 mm (No. 4 Standard U.S. sieve) and 75 mm diameter;

A maximum of 15% by mass of particles less than .08 mm (No. 200 Standard U.S. sieve) diameter; and,

A maximum particle size of 75 mm diameter.

If required by the Hydro Representative, a sieve analysis for the proposed material shall be submitted 72 hours prior to its use in the field. (g)

.Surface Gravel - Supply. Deliver and Place (3/4"minus) The Contractor shall, during dry conditions, surface the compacted granular, subgrade with well-graded granular fill material where specified in the attached Drawings (Appendix J) for a width equal to the "Road Width" in Drawing SKGJT-02 and a depth of 200 mm after compacting. Material must be uniform in quality, free from an excess of flat or elongated pieces and be of an inert, tough, durable particle that will not deteriorate when worked and will bind when combined with suitable fines. If required by the Hydro Representative, the Contractor may be required to use material which has: 1.

A minimum of 50% by mass of particles between 5 mm (No. 4 Standard U.S. sieve) and 20 mm diameter;

A maximum of 10% by mass of particles less than .08 mm (No. 200 Standard U.S. sieve) diameter; and,

A maximum particle size of 20 mm diameter.

If required by the Hydro Representative, a sieve analysis for the proposed material shall be submitted 72 hours prior to its use in the field. (h)

.Culvert - Supply, Deliver and Install The Contractor shall supply, deliver and, during dry conditions, install corrugated metal pipe with 2.0 mm minimum thickness, a length to extend a maximum of 80 cm from the road subgrade, to the specified size as shown on the attached Drawings in Appendix J. 400mm culverts may be a minimum of 1.6 mm minimum thickness. High density polyethelene (HOPE) double-walled pipes can be utilized to a maximum diameter of 800mm where approved by the Hydro Representative. All culvert materials must be fabricated according to the standards established by the Canadian Standards Association for culvert manufacturing or standards of similar strength and durability. All culvert installations and removals shall conform to section 44 of the Water Regulation of BC unless approval has been granted to do otherwise.

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For each culvert installation the Contractor shall : Install culvert in accordance with the attached Drawings (Appendix J) and place the culvert invert at the ditch bottom elevation; Install culverts in accordance with Drawing 2L 102-T08-00004; Prepare a firm culvert bed free of lumps, rocks or Waste Wood; Minimize stripping and excavation when installing culverts in the vicinity of buried utility lines such as gas, oil and water pipelines; Dispose of any excess excavation material away from the watercourse channel in a location acceptable to Hydro's Representative; Provide a minimum pipe grade of 0.5% or a proper grade in relation to any existing pipe; Backfill over the culvert with well-graded granular road subgrade material used to cover geotextile fabric or suitable native material approved by Hydro's Representative; For .culverts up to and including 800mm diameter. machine-install and carefully machine back-fill and tamp ; For .culverts >800mm diameter. tamp the backfill as it is placed starting under the culvert haunches in lifts of 15 cm alternately on each side until two-thirds of the culvert height is attained and use a 15 cm x 15 cm face mechanical or hand tamper weighing a minimum 10 kg on horizontal layers; Provide a 0.5 metre minimum depth of cover; Provide a minimum 1m x 2m x 0.75m deep excavated sump at the culvert inlet; and, Unless otherwise specified in the attached Appendix J Drawings or parcel specific access requirements, armour the inlet, the inlet ditch block and the outlet areas surrounding the pipe openings with securely placed, clean, sub-angular rock with a particle size >30cm . The armour shall be placed in a large enough surface area to protect the culvert installation and road fill material from high water events. The armour shall be placed to the level of the road grade above the pipe to prevent ravelling of the road material into the watercourse or the culverts . (i)

.Road Drainage To maintain surface drainage patterns, keep water in its own drainage area unless moving it to another area is necessary to avoid unstable or sensitive soils. Approval to alter drainage patterns requires approval of the BC Hydro Representative. To avoid, mitigate and minimize potential for sediment delivery into streams, do not discharge ditchline water or water from cross-drains directly into streams. Discharge should only occur onto stable soils and vegetated areas. Alternatively, deposition can be managed using settling ponds, or basins and geosynthetics until such time as vegetation can be established. Ensure that drainage does not cause excessive ditchline or roadway scour and erosion. Ensure that ditches are of sufficient depth and capacity to provide drainage of uphill slopes, subsurface water, roadway surface, and minor debris. Slope the ditch to a stable angle.

.Grading The Contractor shall complete grading of new and existing access by: 1.

Levelling the ground surface to provide a smooth running surface to the complete road, pullout and landing width suitable for 2WD access that is out-sloped, in-sloped or crowned to prevent water ponding;

Avoiding leaving windrows and pushing material into ditch lines or off of the running surface; and,

34 Site Prep; Clearing South Bank; Vl

Working only when there is sufficient moisture to ensure that fines or binder material are not lost or blown away and to provide sufficient compaction of the reshaped running surface.

The Contractor shall grade:

(k)

Existing access required for the works prior to clearing and access work commencing in order to remove potholes and provide a safe, smooth running surface;

Existing and newly constructed access when the quality of access deteriorates during heavy use, wet conditions or when requested by Hydro's Representative;

Newly constructed access prjor to compacting; and,

Existing and newly constructed access upon completion of all clearing and access work.

.Compaction

All constructed access roads, pullouts and landings shall be compacted prior to use. All gravelling segments of existing access road upgrades shall be compacted prior to use. The Contractor shall: 1.

Utilize a self-propelled vibratory compactor of at least 6.35 tonnes (7 tons);

Make at least three (3) compaction passes of all surfaces. This requirement may be reduced at the discretion of Hydro's Representative;

Avoid compacting during periods of heavy rainfall or saturated soil conditions; and

4. Proof roll any suspected soft areas with the compactor in the static setting (vibrator off) to ensure the subgrade materials are adequate for 2WD all-weather construction and areas are ready for final vibratory compacting. (I)

.Pullouts/Turnouts

The Contractor shall construct pullouts at a minimum interval of every 500m if not indicated in the attached Appendix J Drawings. Any modification to the location of pullouts shown in the attached Appendix J Drawings shall be approved by Hydro's Representative. Pullouts shall be constructed to a minimum 10 metre surface width and a minimum length of 30 metres with a 7.5m taper at each end to allow the safe meeting of large loads. Pullouts shall not be located within the Riparian Vegetation Management Area (RVMA) of creeks or wetlands. Pullouts must be located greater than 1Om from a proposed structure or anchor. (m)

.Landings

The Contractor shall construct landings in accordance with the attached Appendix J Drawings. The Contractor shall not modify the location of landings without approval by Hydro's Representative prior to clearing and construction. The Contractor shall construct Landings to the maximum surface width of the cleared area for the landing to allow the safe processing, piling and loading of logs. The Contractor shall strip organics from Landings and construct with clean native subgrade material. Landings can consist of snow and/or be frozen-in if utilized in winter. The Contractor shall compact Landing surfaces and out-slope or crown the surface to prevent water ponding or water and sediment flow onto adjacent Forest Service Roads or riparian areas.

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(n)

.Alignment Around Points of Intersection (Pl) Structures Pl's are structures that occur at points where the angle of the transmission line route changes from one side of the structure to the next. Pl's are marked on the attached Drawings located in Appendix J. These structures typically have guylines and anchors off to the sides of the structure. Pl's with larger angles may have three separate poles which cover a wider footprint. Roads are not permitted under guylines. Road prism (cutslope, road surface and fillsope) interference with any of the anchors or poles is not permitted. The Contractor shall not construct new access within 150m of Pl's until: 1)

The poles and anchor points are staked in the field by BC Hydro. The Contractor shall ensure clearing and Waste Wood disposal is complete around the structure prior to staking. The Contractor shall provide 14 day notice to Hydro's Representative prior to the date staking should be complete;

The Contractor verifies in the field that the planned alignment will facilitate new access construction without road prism interference with the poles and anchors; or

The Contractor adjusts the planned alignment to the approval of Hydro's Representative for any sections where the originally planned alignment would interfere with the poles and anchors.

(o)

.Parcel Specific Access Requirements- Not Used

(p)

.Existing Road Upgrades - Not Used

(q)

.Gates - Not used

(r)

.Engineered Road Designs - Not Used

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SPECIFICATIONS

SECTION SP4 ÂˇCLEARING

4.1

.DEFINITION OF TERMS The following definitions of terms apply in this Agreement: Brush includes trees, recently regenerated seedlings or saplings, snags, stumps, shrubs, bushes and vines less than 10 cm in diameter measured at 30 cm above the highest ground contacting the base of the Tree. Bucked/Bucking is the cutting of limbed branches and logs into 2 metre (+/- 20cm) lengths to be left flat on the ground. Certified Utility Arborist (CUA) has completed the necessary training and received certification from the B.C. Ministry of Skills, Labour and Training. All CUAs shall have successfully completed BC Hydro's Power System Safety Protection (PSSP) computer based training and currently be authorized to Category 4 in lines. Clearing Corridor is all areas of clearing work within the statutory right-of-way, the clearing area boundaries and clearing work for danger trees beyond the statutory right-of-way or clearing boundary. Danger Tree (DT) is any tree that could fall within the limits of approach now or in the future (approximately 10 years) or which may grow into the limits of approach to any power line as identified by a Hydro's Representative. dbh - is the diameter of the tree measured at 1.3 m above the highest ground contacting the base of the tree. Hand Held Equipment includes tools carried by hand and used in clearing operations such as chain saws, brush saws, axes or similar equipment. Hazard Tree (HT) is any tree outside the clearing boundaries exhibiting a flaw or growth characteristic qetermined by the Contractor to be a hazard to workers or the security of the power line. Heavy Equipment is that type of machinery used in logging, clearing and road building operations, such as skidders, crawler tractors, excavators, feller-bunchers and loaders and does not include vehicles approved for travel on access roads. Limbing is cutting all the branches off a tree flush with the trunk of the tree. Qualified in respect to a worker or person, means one who, by reason of training or experience, is familiar with the Work and the hazards involved. Stump is that portion of a tree which remains after felling and includes the attached roots. Tall Growing Regeneration includes all trees and brush in previously logged or burned over areas made up of species that have the ability to grow into overhead energized conductors. The species include (but are not limited to) all conifers such as Douglas fir, pines, spruce, cedars, hemlocks, true firs, larch and deciduous species such as alder, maple, cottonwoods, birch, aspen, willows and tall-growing exotics.

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Trees include living trees, dead snags, stumps, shrubs, bushes and vines 10 cm in diameter or greater measured at 30 cm above the highest ground contacting the base of the tree. Waste Wood includes all felled, dead and down timber, uprooted stumps or vegetation not being removed and utilized as merchantable wood.

4.2

.GENERAL

(a)

.Treatment Units The treatment units applicable to any area of the clearing are shown on the attached Drawings in Appendix J with an alphanumeric designation (e.g. TU-1). Each treatment unit is described in section 4.3. Other requirements such as those in section 4.4 may take precedence over part of a treatment unit. Wherever a treatment unit is defined, the Contractor shall clear the entire area as marked in the field with orange ribbon and paint or as otherwise specified in the attached Drawings in Appendix J or Parcel Specific Clearing Requirements in section 4.4(d).

(b)

.Treatment Unit Boundaries As per section 1.0 the external boundary of the clearing area is marked in the field with orange ribbon, unless stated otherwise on the attached Drawings in Appendix J. Boundary trees outside the clearing area, including those marked with orange ribbon, are to be left standing after clearing. If a boundary tree or other tree(s) outside of the clearing area is inadvertently felled during clearing, such as being struck by a falling Danger Tree or Hazard Tree, then the stump of the tree shall be scribed with an "X". Treatment Unit split-lines, riparian management zones, and special management zones are flagged in the field as indicated in section 1.13.

(c)

.Stumps For treatment units which do not require the complete removal of Stumps, unless specified otherwise in section 4.3, the Contractor shall: 1. Cut all standing Brush to a maximum Stump height of 5 cm or below the lowest limb, whichever is lower;

(d)

Cut all standing Trees to a maximum Stump height of 15 cm above the highest ground contacting the base of the stem or below the lowest limb, whichever is lower;

Cut all existing Stumps and snags within the right-of-way to the lesser of 15 cm or the dbh of the Stump or snag; and,

Cut the top of all Stumps horizontal.

.Direction of Felling and Yarding The Contractor shall: 1.

Fell Trees and Brush into the treatment unit areas;

Promptly remove, in a manner that causes minimal disturbance, all Trees, Brush or Waste Wood which falls out of a treatment unit area;

Fell Trees and Brush away from any waterbody, watercourse, wetland, railway, road surface or buildings unless directed otherwise in section 4.4(d); and,

38 Site Prep; Clearing South Bank; Vl

(e)

Promptly remove, in a manner that causes minimal disturbance, all Trees, Brush or Waste Wood which falls into a waterbody, watercourse, wetland, railway or road surface unless directed otherwise by Hydro's Representative.

.Waste Wood Unless specified otherwise in section 4.3, the Contractor shall:

(f)

For rights-of-way, maintain 0.5m on either side of centerline clear of all Waste Wood, timber and logs at all times for emergency and safety access;

Not open burn any Waste Wood unless authorized by the Hydro Representative;

Not use tires for burning;

Not bury any Waste Wood;

Follow all Waste Wood management guidelines in the treatment unit specifications and attached Drawings in Appendix J;

Remove all introduced Waste Wood from creeks, watercourses and wetlands. Naturally occurring woody material in creeks, watercourses and wetlands shall be left in place and shall not be disturbed;

Locate Waste Wood piles in designated areas as shown on the attached Drawing (Appendix J) such that standing timber, logs, existing facilities and proposed facilities and/or construction activities will not be impacted;

Ensure that roots and stumps are piled separately from other Waste Wood for designated areas noted in part 7 above of this section.

In areas designated by the Hydro Representative, establish a minimum 4 metre wide fireguard to mineral soil around all Waste Wood piles to be burned in mechanical clearing areas prescribing Waste Wood burning;

10.

In riparian management areas or special management zones, establish a minimum 2 metre wide fireguard free of all flammable material such as Waste Wood, trees and brush around all piles prescribed to be burned if required by the BC Hydro Representative;

11.

Locate the edge of Waste Wood piles prescribed for burning at least 25m from any proposed or existing structure; and,

12.

Locate the edge of Waste Wood piles prescribed for burning at least 1Om, measured horizontally, from the nearest conductor of any existing power line or proposed new transmission line.

.Trees in Proximity to Overhead Lines When working near existing power lines and without limiting the generality of any other obligation of the Contractor under this Agreement, the Contractor shall: 1.

Assume all power lines are energized;

Identify and determine the voltage of the power lines in advance of any Work by contacting Hydro's Representative;

Advise workers of the location of the line(s) and its/their voltage;

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Plan and perform the Work such that workers, other than CUAs, or equipment do not come closer than the limits of approach to any energized line or to vegetation when any part of that vegetation is within such limits to an energized line as defined below: .Limits of Approach .Voltage. 0-69 kV lines above 69 kV to 230 kV lines above 230 kV to 500 kV lines

(g)

.Limits of Approach 3.0 m

4.5 m 6.0 m

Notify Hydro's Representative of any vegetation that is, or could fall, within the above Limits of Approach to an energized conductor;

Ensure workers are familiar with the regulations and guidelines governing vegetation control near energized conductors (WSBC Occupational Health and Safety Regulation Part 19);

Utilize Certified Utility Arborists (CUA's) for the removal of vegetation that is, or could fall, within the above Limits of Approach to an energized conductor; and,

Ensure workers have received instruction in and are familiar with line identification, limits of approach , step and touch potential, and emergency procedures.

.Use of Heavy Equipment The Contractor shall:

(h)

Confine the use of Heavy Equipment to terrain on which it can manoeuvre safely without winching or being winched and on terrain that complies with WSBC Occupational Health and Safety Regulations (.http://www.worksafebc.ca/.) and BCFSC Steep Slope Assessment Procedures;

Restrict the use of Heavy Equipment to mechanical clearing areas as outlined in the attached Drawings in Appendix J and Specifications in Appendix A, ensuring compliance to both riparian management zone and special management zone designations; and

Restrict the use of Heavy Equipment to 5 metres or greater from the edge of unmapped wet areas or saturated soils that may be encountered within the clearing area except as outlined otherwise in section 4.4(d).

.Coordination of Clearing The Contractor shall: 1.

Coordinate the safe falling and clearing of trees with other contractors and the public in the vicinity of the Work area;

Supply, install and maintain the necessary warning signage, traffic control and temporary fencing to ensure the safety of the public, landowners and other contractors when they are utilizing public roadways, private roadways, hiking trails and mountain bike trails in the vicinity of the clearing and access footprint; and,

Coordinate clearing of areas with Hydro's Representative to allow sufficient time for pre-clearing environmental resource surveys as specified by the CEMP. Following completion of the pre-clearing resource surveys, coordinate with Hydro's

40 Site Prep; Clearing South Bank; Vl

Representative to adhere to prescribed non-disturbance buffers from potentially environmentally sensitive features identified during the pre-clearing surveys prior to commencing clearing activities. (i)

.Timber Ownership 1) All merchantable timber from Crown Land specified for clearing will become the property of the Contractor when it is cut by the Contractor. The Contractor will forfeit ownership of the timber if the specifications for timber utilization and removal in these specifications are not followed. The removal of merchantable timber should be concurrent with logging activities when possible and must be completed no later than thirty (30) days after decking unless approved by the Hydro Representative. If not removed in the time specified, the Contractor will forfeit ownership of the timber; 2) All merchantable timber specified for clearing from BC Hydro owned land will become the property of the Contractor when it is cut by the Contractor. The Contractor will forfeit ownership of the timber if the specifications for timber utilization and removal in these specifications are not followed. The removal of merchantable timber should be concurrent with logging activities when possible and must be completed no later than thirty (30) days after decking unless approved by the Hydro Representative. If not removed in the time specified, the Contractor will forfeit ownership of the timber; and, 3)

Merchantable log decks will not be located near existing facilities, proposed facilities, or areas that may impeded future site activity, and only in areas approved by the Hydro Representative.

.Timber Volumes The Contractor acknowledges that any information about the nature of the Work area or the quality or quantity of timber, is approximate and is not binding upon BC Hydro, and that the Contractor informed and satisfied itself about such matters prior to entering into an Agreement to undertake the works. Signing of the Agreement is an absolute release by the Contractor of BC Hydro from any claim that the Contractor may have in respect to the nature of the Work area or the quality or quantity of timber.

(k)

.Payments to the Crown BC Hydro will be responsible for all stumpage and royalty charges for merchantable timber harvested under the approved cutting authorities and in accordance with these Specifications (Appendix A) and the attached Drawings (Appendix J). The Contractor shall pay any penalty charges levied for. unnecessary waste or destruction of merchantable timber or unauthorized harvesting or equipment operation resulting from his actions and which are in contradiction of these Specifications. BC Hydro will pay waste assessments for merchantable timber left behind in areas that are cleared by the Contractor in accordance with these Specifications (Appendix A) and to the satisfaction of Hydro's Representative.

(I)

.Merchantable Timber Utilization The Contractor shall fell, remove, process (limb, top and buck), sort, load and haul merchantable timber from the clearing corridor in accordance with the Specifications prior to the complete disposal of Waste Wood. The Contractor shall maximize the utilization of merchantable timber.

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(m)

.Non - Merchantable Timber Utilization The Contractor shall manage all non-merchantable timber as Waste Wood.

(n)

.Compliance With Permits and Legislation The Contractor shall complete all clearing and access development in compliance with the terms of the cutting authorities, the Lands .Act Authorizations and the Forest and Range Practices Act and accompanying regulations, including the Wildfire Act.

(o)

.Compliance With Private Land Agreements The Contractor shall complete all clearing and access work on private lands in compliance with the terms of any agreements established with private land holders. The Contractor shall be responsible for all damages to private property (including damage to plantations, standing timber and road infrastructure) incurred from operating outside of approved work areas depicted in the attached Drawings (Appendix J) and the private land agreements.

(p)

Timber Marking The Contractor shall conspicuously mark, with the appropriate timber mark, all felled timber to be removed by the Contractor from the site. The Contractor shall mark timber in accordance with regulation.

(q)

.Removal of Material The Contractor shall remove and/or dispose of all merchantable timber, non-merchantable timber and Waste Wood in accordance with these Specifications and to the satisfaction of Hydro's Representative by the milestone and completion dates specified in the Agreement.

(r)

Waste Surveys & Information Waste surveys will be required on cleared areas. The Contractor will report the completion date of "primary harvesting" to Hydro's Representative. Primary harvesting completion is defined as when the last log reaches the landing or roadside - excluding the load-out phase. The Contractor shall report the date of completion of primary harvesting to Hydro's Representative within 48 hours of completion of primary harvesting. At that time, the BC Hydro Representative will arrange for the completion of the waste survey.

4.3

TREATMENT UNITS 4.3.1 (a)

Treatment Unit 1 (TU-1)- Clear Merchantable Timber .Final Ground Conditions The Contractor's TU-1 clearing activity shall not significantly disturb the following: 1. 2. 3.

(b)

the natural ground surface; stumps; and standing vegetation or timber, as specified herein, which will not interfere with subsequent construction or operations.

.Procedures The Contractor shall complete TU-1 clearing in accordance with the following:

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(i)

.Felling Method Heavy equipment may be used to cut down timber. In riparian management zones, hereinafter referred to as machine free zones, heavy equipment can reach in to cut down timber. Timber that cannot be reached with heavy equipment must be cut by using hand-held equipment.

(ii)

.Felled Timber Management Heavy equipment may be used to remove felled timber. In machine free zones, heavy equipment can reach in to remove down timber. Timber that cannot be reached with heavy equipment must be cut by using hand-held equipment. Where it is not possible to fall timber within reach of mechanical equipment it is permissible to leave timber on site as long as Waste Wood is managed according to 4.3.1(b)(iii)(B). Efforts should be made to avoid or minimize damage to vegetation to be retained.

(iii)

.Waste Wood Management Heavy equipment may be used to collect and pile Waste Wood as per section 4.2(e). In machine free zones, heavy equipment can reach in to remove Waste Wood. Waste Wood that cannot be reached with heavy equipment must be hand piled. Open burning will not occur, unless directed by the Hydro Representative.

.Waste Wood Classification Waste Wood includes the following: 1. 2. 3. 4.

All All All All

felled, dead and down timber; branches and tops; uprooted stumps and roots; and felled brush.

.Waste Wood Tolerances When clearing and piling of Waste Wood is complete (removal of merchantable timber and pile of Waste Wood), all Waste Wood remaining on the clearing area and in special management zones, if applicable, must be left in a safe manner (lie flat and scattered) and must not exceed the following quantities unless specified otherwise for machine free zones or in section 4.4(d) Parcel Specific Clearing Requirements: less than 1.0 m long with a diameter of 15cm or less is not restricted by quantity; less than 1.0m long with a diameter greater than 15cm shall not exceed 5 pieces in any given 1oom.2. plot; 1.0m to 2.0m long with a diameter of 15cm or less shall not exceed 25 pieces in any given 1OOm 2 area; 1.0m to 2.0m long with a diameter greater than 15cm shall not exceed 5 2 pieces in any given 100 m. . area; and, greater than 2.0m shall not exceed 5. Within machine free zones, Waste Wood tolerances are as follows: less than 1.0 m long is not restricted by quantity; 1.0m to 2.0m long with a diameter of 15cm or less shall not exceed 75 pieces in any given 1OOm 2 area;

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1.0m to 2.0m long with a diameter greater than 15cm shall not exceed 5 2 pieces in any given 100 m. . area; and, greater than 2.0m shall not exceed 5. (iv)

.Conservation

The Contractor shall strive to protect the maximum amount of the following vegetation where operationally feasible, understanding that damage is sometimes unavoidable when falling and yarding large timber on slopes. The following shall be retained where operationally feasible: 1. 2. 4.3.2

Non-merchantable trees; and, Brush.

.Treatment Unit 2 (TU-2) - Clear All Vegetation

(a) .Final Ground Conditions

The Contractor's TU-2 clearing activity shall not significantly disturb the following: 1. 2.

the natural ground surface; and stumps.

(b) .Procedures The Contractor shall complete TU-2 clearing in accordance with the following:

(i)

.Felling Method

Heavy equipment may be used to cut down timber. In machine free zones, heavy equipment can reach in to cut down timber. Timber that cannot be reached with heavy equipment must be cut by using hand-held equipment. (ii)

.Felled Timber Management

Heavy equipment may be used to remove felled timber. In machine free zones, heavy equipment can reach in to remove down timber. Timber that cannot be reached with heavy equipment must be cut by using hand-held equipment. Where it is not possible to fall timber within reach of mechanical equipment it is permissible to leave timber on site as long as Waste Wood is managed according to 4.3.2(b)(iii)(B). (iii)

Waste Wood Management

Heavy equipment may be used to collect and pile Waste Wood as per section 4.2(e). In machine free zones, heavy equipment can reach in to remove Waste Wood. Waste Wood that cannot be reached with heavy equipment must be hand piled . Open burning will not occur, unless directed by the Hydro Representative.

Waste Wood Classification

Waste Wood includes the following : 1. 2. 3. 4.

All All All All

felled, dead and down timber; branches and tops; uprooted stumps and roots; and felled brush.

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.Waste Wood Tolerances When clearing and piling of Waste Wood is complete (removal of merchantable timber and pile of Waste Wood), all Waste Wood remaining on the clearing area and in special management zones, if applicable, must be left in a safe manner (lie flat and scattered) and must not exceed the following quantities unless specified otherwise for machine free zones or in section 4.4(d) Parcel Specific Clearing Requirements: less than 1.0 m long with a diameter of 15cm or less is not restricted by quantity; Âˇ less than 1.0m long with a diameter greater than 15cm shall not exceed 5 2 pieces in any given 1OOm. . plot; 1.0m to 2.0m long with a diameter of 15cm or less shall not exceed 25 pieces in any given 1OOm 2 area; 1.0m to 2.0m long with a diameter greater than 15cm shall not exceed 5 2 pieces in any given 100 m. . area; and greater than 2.0m shall not exceed 5. Within machine free zones , Waste Wood tolerances are as follows: less than 1.0 m long is not restricted by quantity; 1.0m to 2.0m long with a diameter of 15cm or less shall not exceed 75 pieces in any given 1OOm 2 area; 1.0m to 2.0m long with a diameter greater than 15cm shall not exceed 5 2 pieces in any given 100 m. . area; and 2 greater than 2.0m shall not exceed 5 pieces in any given 100 m. . area.

(iv)

.Conservation Not applicable.

4.3.3

.Treatment Unit 3 (TU-3)- Clear and Grub

TU-3 is inclusive of TU-3a and TU-3b that may be referenced in other documentation associated with the Work or the pricing of the Work. (a)

.Final Ground Conditions The Contractor's TU-3 clearing activity shall leave the surface of the cleared area grubbed and rough graded.

(b)

.Procedures The Contractor shall complete TU-3 clearing in accordance with the following: (i)

.Felling Method Heavy equipment may be used to cut down timber. In machine free zones, unless informed otherwise by the Hydro Representative, heavy equipment can reach in to cut down timber. Timber that cannot be reached with heavy equipment must be cut by using hand-held equipment.

(ii)

.Felled Timber Management Heavy equipment may be used to remove felled timber. In machine free zones, unless informed otherwise by the Hydro Representative, heavy equipment can reach in to remove down timber. Timber that cannot be reached with heavy equipment 45

Site Prep; Clearing South Bank; Vl

must be cut by using hand-held equipment. Where it is not possible to fall timber within reach of mechanical equipment it is permissible to leave timber on site as long as Waste Wood is managed according to 4.3.3(b)(iii)(B) or until grubbing and rough grading is approved by the Hydro Representative. (iii)

.Waste Wood Management Heavy equipment may be used to collect and pile Waste Wood as per section 4.2(e). In machine free zones, heavy equipment can reach in to remove Waste Wood. Waste wood that cannot be reached with heavy equipment must be hand piled until such time as approval to grub and rough grade is attained from the Hydro Representative. Open burning will not occur, unless directed by the Hydro Representative.

.Waste Wood Classification Waste Wood includes the following : 1. 2. 3. 4.

All All All All

felled, dead and down timber; branches and tops; uprooted stumps and roots; and felled brush .

.Waste Wood Tolerances When clearing and piling of Waste Wood is complete (removal of merchantable timber and pile of Waste Wood), all Waste Wood remaining on the clearing area and in special management zones, if applicable, must be left in a safe manner (lie flat and scattered) and must not exceed the following quantities unless specified otherwise for machine free zones or in section 4.4(d) Parcel Specific Clearing Requirements: less than 1.0 m long with a diameter of 15cm or less is not restricted by quantity; less than 1.0m long with a diameter greater than 15cm shall not exceed 5 2 pieces in any given 1OOm. . plot; 1.0m to 2.0m long with a diameter of 15cm or less shall not exceed 5 pieces in any given 1OOm 2 area; 1.0m to 2.0m long with a diameter greater than 15cm is not permitted; and greater than 2.0m is not permitted. Unless permission to grub and rough grade is given by the Hydro Representative, Waste Wood tolerances within machine free zones are as follows: less than 1.0 m long is not restricted by quantity; 1.0m to 2.0m long with a diameter of 15cm or less shall not exceed 75 pieces in any given 1OOm 2 area; 1.0m to 2.0m long with a diameter greater than 15cm shall not exceed 5 2 pieces in any given 100 m. . area; and greater than 2.0m shall not exceed 5.

(iv)

.Conservation Not applicable.

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4.3.4 (a)

.Treatment Unit 4 (TU-4) - Fall and Leave .Final Ground Conditions The Contractor's TU-4 clearing activity shall not significantly disturb the following: 1. 2.

(b)

the natural ground surface; and, stumps.

.Procedures The Contractor shall complete TU-4 clearing in accordance with the following:

(i)

.Felling Method Hand Held Equipment only shall be used for felling timber. Wherever safe to do so, timber should be felled away from watercourses and into reach from adjacent clearing areas.

(ii)

.Felled Timber Management Felled timber will areas.

(iii)

left where felled unless it can be reached from adjacent clearing

.Waste Wood Management Waste wood may be retained on site as long as it complies with section 4.3.2(b)(ii). A.

.Waste Wood Classification Waste Wood includes the following:

1. 2. 3. 4.

B. (iv)

All All All All

felled, dead and down timber; branches and tops; uprooted stumps and roots; and felled brush.

.Waste Wood Tolerances

N/A .Conservation Not applicable.

4.4

.SPECIFIC CLEARING REQUIREMENTS (a)

.Clearing and Fence Lines In any clearing standard area, the Contractor shall cut trees with fencing attached to the stem at 10 cm above the top fence wire unless otherwise directed by the Hydro Representative.

(b)

.Danger Trees and Hazard Trees Along proposed power line rights of way, Danger Trees will be marked in the field with a painted blue dot by a Hydro representative. The Contractor shall fall and manage all Danger Trees marked in the field under this Agreement. The Contractor is responsible for

47 Site Prep; Clearing South Bank; Vl

identifying and removing all trees Hazard Trees that are deemed dangerous from a WSBC and worker safety perspective. The Contractor shall : 1.

Fell Danger Trees marked in the field and identify and fell Hazard Trees as part of the Work;

For Danger Trees and Hazard Trees landing within a clearing standard area, dispose of logs, branches and tops in accordance with the clearing standard;

Unless otherwise specified in the Parcel Specific Clearing Requirements, for Danger Trees landing outside a treatment unit area that are accessible to heavy equipment reaching in from adjacent clearing areas, dispose of all limbs, tops and logs from the site by a method acceptable to Hydro's Representative; and

Unless otherwise specified in the Parcel Specific Clearing Requirements, for Danger Trees landing outside a clearing standard area and that are not accessible to equipment, manage all limbs, tops and logs on the site by a method acceptable to Hydro's Representative.

Individual Danger Tree Table - Not APIPlicable Side+ T/L Location Species Meters from C/L

(c)

DBH (cm)

Ht (m) Comments

.Wildlife Tree Creation Trees in or near riparian areas of fish-bearing watercourses may be identified for topping into wildlife trees. Refer to sections 4.4(b) and (d) for the location of the trees identified for wildlife tree creation.

(d)

.Parcel Specific Clearing Requirements Not applicable.

(e)

.AIA Restricted Polygon Requirements AIA restricted polygons have been identified on the attached Drawings in Appendix J . Absolutely no soil disturbance may occur within the AIA polygons specified below until such time as the AIA fieldwork is completed by Others and the fieldwork confirms that it is acceptable to proceed with RW clearing activities that may cause soil disturbance.

(f)

.Clearing and Access Unit Summary - Not Used

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EXHIBIT 1 TO APPENDIX A CHANGE ORDER FORM

<PROJECT NAME> Change Order No.: _ _ _ __ Date:

------------

Contract Number:

--------~

Contractor:--------------------------Subject:

D Alteration

D Addition

D Deletion

D Other

This Change Order has been agreed to by BC Hydro and the Contractor pursuant to GC.2.14Changes.

Hydro's Representative

Contractor's Representative

Date: - - - - - - - - - - - -

Date: _ _ _ _ _ _ _ _ _ _ __

Attachments:----------------

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APPENDIX B - RATES, PAYMENT AND TAXES 1.

TABLE OF RATES

Payment Item

Description

Unit

Amount

Mobilization/Demobilization (Lump Sum)

It is estimated that approximately 30km of in-block winter roads and trails will be required. At a unit /km, the total estimated cost for incost of $ block winter roads is $ . Construction of inblock winter road will be paid on at the unit rate of km based on as-built measurements.

/km

Clearing Rate

/ha

Cost for in-block road and trail maintenance. This is a minimum charge for having the maintenance equipment available for the duration of the Work. Maintenance Work will be tracked and if the value of the Work exceeds $ , then the Work exceeding the value of $ will be paid based on hourly rates (

Work associated with the widening and realignment of the switchback is estimated. Work will be tracked and paid based on hourly rates (

The abbreviations in the Table of Rates are defined as follows:

LS /km /ha /m3 /hr

lump sum per kilometer per hectare per cubic metre per hour

.If there is any other provisional work not listed in the foregoing Table of Rates that BC Hydro requests the Contractor to perform under this Agreement,. the rates for such provisional work will be mutually agreed upon unit rates or hourly rates, which will be "Blue Book" plus 10 %. The provisional work and agreed upon rate will be reflected in a change order issued under GC2.14(a).The Contractor is to provide a provisional rate sheet listing unit rates where applicable and hourly rates for known equipment. As equipment is changed or added, these will be added or removed from the provisional rate sheet.

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PAYMENT

2.1 Direct Deposit. The Contractor will submit to Hydro's Representative, concurrent with the delivery of this Agreement, a completed Direct Deposit Application Form provided by Hydro's Representative. Any direct deposit payments under this Agreement will only be made to an account located in Canada with a Canadian financial institution. If, at any time, the Contractor wishes to change any information contained in the Direct Deposit Application Form, the Contractor's Representative must submit a revised form . BC Hydro will be entitled to rely on the information in the completed Direct Deposit Application Form, and any revised forms, without further enquiry or investigation. BC Hydro may, in its sole discretion, request additional evidence to demonstrate the accuracy of information in a Direct Deposit Application Form, or revisions, and the Contractor must comply with the request. 2.2 Contractor Invoices. Contractor invoices for payment for Work performed under this Agreement must include a breakdown, in reasonable detail, of the specific Work performed during the invoice period, applicable Rates and applicable taxes and must include any supporting documentation as may be reasonably required by BC Hydro. 2.3

Payment Process. Payment will be made by BC Hydro to the Contractor as follows: 2.3.1.1 The Contractor must submit to BC Hydro an invoice no more than once every 15 days, in accordance with the Agreement. Unless otherwise directed by BC Hydro, the Contractor must submit its invoices by email to BC Hydro Accounts Payable, 6911 Southpoint Drive, Burnaby B.C. V3N 4X8, with a copy also sent by email to the BC Hydro Representative (email addresses to be provided). To expedite the invoicing and payment process, the Contractor will only submit an invoice for Work performed if the Hydro Representative has first confirmed, by way of email or in writing, that the Work described in the invoice was performed in accordance with the Agreement, such confirmation not to be unreasonably withheld or delayed. Confirmation by the Hydro Representative that Work was performed in accordance with the Agreement for the purpose of this section 2.3(a) will not constitute approval or acceptance of the Work or the quality of the Work and will not be considered a waiver by BC Hydro of any rights or remedies under this Agreement in respect of such Work nor any deficiencies that BC Hydro may subsequently identify in such Work; 2.3.1.2 BC Hydro will pay the Contractor the amount of each invoice prepared and submitted in accordance with the Agreement, fifteen (15) days after receipt of the invoice. BC Hydro may withhold payment of part or all of an invoice if BC Hydro has identified any deficiencies under GC2.16 until the Contractor remedies the deficiencies (no interest is payable on such withheld amounts). If BC Hydro disputes any part of the invoice, BC Hydro will pay the undisputed portion of the invoice and will explain in writing why it is disputing the unpaid portion of the invoice. The dispute will be resolved in accordance with paragraph GC 13 of the Agreement; and 2.3.1.3 All amounts due and owing, net of any disputed amounts, as determined in accordance with the Agreement will be paid by direct deposit to the account designated by the Contractor in accordance section 2.1 of this Appendix B. (until the Contractor remedies the deficiencies no interest is payable on such withheld amounts). Note: Aboriginal Inclusion Performance Report must be provided with invoices as outlined in Appendix F.

2.4 .Payment Not Waiver.. No payment made by BC Hydro to Contractor will constitute approval or acceptance of any Work nor be considered a waiver by BC Hydro of any of the terms of the

51 Site Prep; Clearing South Bank; Vl

Agreement nor relieve Contractor of any of its obligations under the Ag reement. 2.5 Woodworker's Lien. Despite anything in this Agreement, BC Hydro will be under no obligation to make any payment to the Contractor unless and until the Contractor has produced to BC Hydro a receipted payroll or sheet showing payment of all amounts, wages or pay due to each of the employees or subcontractors employed on the Work and showing that all assessments and deductions required to be paid or made by the Contractor under applicable statutes or regulations have been so paid or made. The Contractor will, upon the request of BC Hydro, provide written authorization to any governmental authority to release such information to BC Hydro as it may reasonably require to ensure that all payments, assessments and deductions referred to in this paragraph have been paid or made.

3.1

TAXES

.GST GST will be identified as a separate line item on all invoices, and will be payable by BC Hydro to the Contractor as a separate item in addition to the Rates.

3.2

.Input Tax Credits Each party will provide to the other party at all times when any GST is required to be paid, such documents and particulars relating to the supply as may be required by either BC Hydro or the Contractor, as the case may be, to substantiate a claim for any input tax credits as may be permitted pursuant to the Excise Tax Act (Canada) in respect of GST.

3.3

.Payment of Taxes Except as expressly set out otherwise in the Agreement, the Contractor is solely responsible for and will pay all taxes , duties, levies and charges (excluding only GST) payable by or assessed on any of the Contractor, subcontractors, or their employees or other Persons engaged by or through them by any governmental authorities in connection with the Work ("Contractor Taxes"). The Contractor will be solely responsible for and pay all customs duties with respect to all imported equipment and materials regardless of whether such equipment and materials are held in the name of the Contractor, a subcontractor or BC Hydro at the time of import ("Contractor Duties").

3.4

Tax Indemnity The Contractor will indemnify and hold harmless the Indemnified Parties, or any one of them, from and against any liability and costs incurred by them in respect of any Contractor Taxes or Contractor Duties, or any other related charges, including any related interest, fines, or penalties and any related reporting obligations and costs incurred as a consequence of such. The Contractor will be registered with all governmental authorities in accordance with law and will comply with all of its obligations to collect and remit any such Contractor Taxes and Contractor Duties. Notwithstanding any other provision in the Agreement, BC Hydro may, in its sole discretion, withhold from any monies owed to the Contractor, whether such monies are owed under and pursuant to the Agreement or otherwise, such amounts as are payable by the Contractor in respect of Contractor Taxes or Contractor Duties for which BC Hydro becomes or may become liable.

3.5

.Non-Resident The Contractor represents and warrants that it is not a non-resident of Canada for purposes of the Income Tax Act (Canada). In the event that the Contractor becomes a non-resident of Canada for purposes of the Income Tax Act (Canada), the Contractor will provide Hydro's

52 Site Prep; Clearing South Bank; Vl

Representative with written notice of such circumstance. If the Contractor: (i)

is a "non-resident person" (as defined in the Income Tax Act (Canada));

(ii)

provides or performs any part of the Work in Canada; and

(iii)

has not received and provided Hydro's Representative with a copy of a written exemption from Revenue Canada,

then BC Hydro will deduct and withhold 15% of the value of the Work performed in Canada, or such other amount as may be specified by Revenue Canada from time to time, and remit such amount according to Laws. If Revenue Canada assesses BC Hydro for a failure to withhold pursuant to Laws, then the Contractor will indemnify the Indemnified Parties and each one of them against all taxes, penalties, fines, interest and costs resulting from such failure.

3.6

.Tax Exemptions and Refunds

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APPENDIX C - BC HYDRO'S POLICIES AND PROCEDURES

The following are BC Hydro's Policies and Procedures which may be amended at any time and from time to time. The Contractor is responsible to obtain and to comply with the most current form of such policies and procedures. 1.

Doing Business with BC Hydro (Supplier Interaction Guidelines and Code of Conduct and Vendor complaint review process) _http://www.bchydro.com/about/suppliers/doinq-business-with-bchydro.html

Safety Information for Contractors _http://www.bchydro.com/about/suppliers/doinq-business-with-bchydro/contractor-safety.htmL

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APPENDIX D - SAFETY 1

Interpretation

1.1

Definitions

The following words and phrases have the following meanings in the Agreement; "Construction Safety Officer" has the meaning set out in section 2.5 of this Appendix D; "Contractor's Work Area" means the area where the Contractor will perform the Work as defined by the Agreement; "CSMP" means the Site C Clean Energy Project Construction Safety Management Plan dated October 17, 2014, as it may be amended from time to time, a copy of which is available from BC Hydro on request; "Emergency Response Plan" has the meaning set out in section 4.1 of this Appendix D; "Hazardous Substance" means any substance, mixture of substances, product, waste, organism, pollutant, material, chemical, contaminant, dangerous goods (as defined in the Transportation of Dangerous Goods Act (Canada)), constituent or other material which is or becomes listed, regulated or addressed under any laws respecting the use, manufacture, importation, handling, transportation, storage, disposal and treatment of the substance, mixture of substances product, waste, organism, pollutant, material, chemical, contaminant, dangerous good (as defined in the Transportation of Dangerous Goods Act (Canada)) , constituent or other material; "Multiple Employer Workplace" has the meaning set out in Section 118 of the Workers Compensation Act (British Columbia) and in WorkSafeBC Regulation Part 20.3 (2) "a work location has overlapping or adjoining work activities of 2 or more employers that create a hazard to workers"; "Notice of Failure to Comply" has the meaning set out in section 4.6(a) of this Appendix D; "Occupational Health & Safety Management Program (OHSMP)" has meaning set out in Part 3.3 of the Occupational Health and Safety Regulation (BC); "OHSR" means the Occupational Health and Safety Regulation (British Columbia); "Other Prime Contractor" has the meaning set out in Section 2.7 of this Appendix D; "Power System" means all plant and equipment essential to the generation, transmission or distribution of electricity, including any plant or equipment that is out of service, being constructed or being installed; "Prime Contractor" has the meaning set out in Section 118 of the Workers Compensation Act (British Columbia); "PSSP" has the meaning set out in section 3.6 of this Appendix D; "Public Hazards" has the meaning set out in section 8.1 of this Appendix D; "Public Safety Management Plan" has the meaning set out in section 8.1 of this Appendix D; "Qualified" has the meaning ascribed to it in Part 1 of the OHSR; "Qualified Site Safety Coordinator" has the meaning set out in section 2.4 of this Appendix D; "Safe Work Procedures" has the meaning set out in section 3.2 of this Appendix D;

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"Safety Area" has the meaning set out in section 2.1 of this Appendix D; "Safety Audits and Inspections" has the meaning set out in section 6.1 of this Appendix D; "Safety Laws" has the meaning set out in section 3.1 of this Appendix D; "Safety Order" has the meaning set out in section 7.2 of this Appendix D; "Site Safety Management Plan (SSMP)" has meaning set out in section 3.1 of this Appendix D; "Specified Area" has the meaning set out in section 2.7 of this Appendix D; "Work Area" means any area at the Site in which Work will be performed for the construction of the Project; "WorkSafeBC" means the Workers Compensation Board of British Columbia; and "WPP" has the meaning set out in section 3.6 of this Appendix D.

GENERAL OCCUPATIONAL HEALTH AND SAFETY REQUIREMENTS

2.1

Safety Areas

For the purposes of safety BC Hydro may divide the Site into a number of areas (each a "Safety Area") and designate a specific contractor as the Prime Contractor for each Safety Area. A Safety Area may be comprised of the Contractor's Work Area, and an area of ancillary use such as a storage area or laydown area and roads and access lands. Any Safety Area may be a Multiple Employer Workplace such that more than one contractor may be required to use, perform work in or pass through the Safety Area. 2.2

Duties of all Contractors

The Contractor will: (a)

ensure the health and safety of all workers working for the Contractor, and any other workers present at a workplace at which that the Contractor's Work is being carried out;

(b)

comply with the Workers Compensation Act (British Columbia), the OHSR and any applicable orders;

(c)

remedy any workplace conditions that are hazardous to the health or safety of the Contractor's workers;

(d)

ensure that the Contracto'r's workers are made aware of all known or reasonably foreseeable health or safety hazards to which they are likely to be exposed by their work, comply with the Workers Compensation Act (British Columbia), the OHSR and any applicable orders, and are made aware of their rights and duties under the Workers Compensation Act (British Columbia) and the OHSR;

(e)

(f)

maintain the workplace in a manner that ensures the health and safety of persons at or near the workplace. At all times have full regard for the safety of all persons on the Safety Area (whether such persons are present on the Safety Area lawfully or not) and will keep the Safety Area in a

56 Site Prep; Clearing South Bank; Vl

manner and in an orderly state that ensures the safety of such persons and that is appropriate to the avoidance of danger to such persons; (g)

implement and maintain a 'Drug and Alcohol Policy' that contains: (i)

reference to the requirements of WorkSafeBC Regulation 4.19/4 .20;

(ii)

reference to impairment by medication;

(iii)

reference to the use, possession, distribution and sale of drugs and alcohol;

(iv)

an alcohol and drug testing program including:

(v)

(A)

pre-employment testing;

(B)

testing for safety sensitive positions;

(C)

testing for cause;

(D)

post incident testing;

(E)

return to work testing after a policy violation; and

(F)

duty to accommodate including treatment; and

an enforcement policy that includes removal from the Site; and

(h)

prior to leaving a Specified Area at the conclusion of its work, take all practical measures to ensure the Specified Area is free of all hazards created by the Work and all safeguards are in place to protect the health and safety of persons entering the Specified Area. In the event that it is not possible to implement all of the safeguards required to eliminate the hazards created by the Work, the contractor will forthwith communicate this information to the Prime Contractor.

2.3

Contractor as the Prime Contractor

The area(s) shown on Exhibit D-1 is the Contractor's Safety Area, (and if there is more than one Safety Area indicated in this reference then for the purposes of this Appendix D, "Safety Area" will be deemed to apply to all such indicated Safety Areas). BC Hydro hereby designates the Contractor as the Prime Contractor for that Safety Area(s) and the Contractor hereby agrees to be the Prime Contractor for that Safety Area(s). All references in this Appendix D to the Contractor will be deemed to mean the Prime Contractor except as otherwise stated. Accordingly the Contractor will: (a)

take all steps or measures necessary, through such arrangements as are appropriate, to fulfill its obligations, functions and duties as the Prime Contractor;

(b)

file a Notice of Project for Construction in accordance with section 20.2 of the OHSR;

(c)

coordinate the activities of all of the employers and workers in the Safety Area so that the activities of the workers of one employer do not pose any risk to the workers of another employer;

(d)

establish and maintain a system or process that will ensure compliance with the Safety Laws in respect of the Safety Area;

(e)

identify and document any work activities at the workplace where there is a known or reasonably foreseeable risk to workers;

(f)

maintain the workplace in a manner that ensures the health and safety of persons at or near the workplace; and

57 Site Prep; Clearing South Bank; Vl

(g)

at all times have full regard for the safety of all persons on the Safety Area (whether such persons are present on the Safety Area lawfully or not) and will keep the Safety Area in a manner and in an orderly state that ensures the safety of such persons and that is appropriate to the avoidance of danger to such persons.

2.4

Qualified Site Safety Coordinator

Prior to the commencement of any construction within the Safety Area , the Contractor will appoint a Qualified person (the "Qualified Site Safety Coordinator") to coordinate health and safety activities for the Safety Area with respect to such construction and deliver to Hydro's Representative written notice of the designation of the Qualified Site Safety Coordinator. The duties of the Qualified Site Safety Coordinator will be: (a) establishing and maintaining working relationships with WorkSafeBC and BC Hydro; (b)

prior to the commencement any Work prepares and delivers to Hydro's schedule of safety activities demonstrating implementation of the Contractor's Site Safety Management Plan;

(c)

preparing or causing to be prepared a site drawing showing the project layout, first aid locations, emergency transportation provisions and the evacuation marshalling station;

(d)

identifying and documenting all pre-existing hazards, and new hazards that arise during the performance of the Work for the Contractor's and subcontractor's workers and for all other employers and their workers who for any reason come into the Safety Area;

(e)

identifying and documenting any activities at the workplace that could create a known or reasonably foreseeable risk to workers and informing all other contractors and their workers who for any reason come into the Safety Area of the activities and the hazards;

(f)

preparing or causing to be prepared a set of written construction procedures designed to protect the health and safety of workers at the Safety Area;

(g)

reviewing the scopes' of work, work procedures and physical work areas of the other contractors doing work within the Safety Area and when conditions or activities at any location or locations in the Safety Area affect the workers of more than one employer or where there are overlapping or adjoining work activities by two or more employers, coordinating the occupational health and safety activities throughout the Safety Area and alerting all workers to all reasonably foreseeable hazards to which they are likely to be exposed;

(h)

conducting documented site safety inspections at a frequency that prevents the development of unsafe conditions or procedures in the Safety Area;

(i)

notwithstanding any limitation in the OHSR regarding the number of workers in any work force, implementing and at all times maintaining a formal Joint Health and Safety Committee for the Safety Area as if required by the Workers Compensation Act (British Columba), and maintaining compliance with those duties and functions as required by the Workers Compensation Act (British Columba);

advising BC Hydro of any accidents or incidents that occur in the Safety Area including those that must be reported to WorkSafeBC; and

(k)

informing all persons who enter the Safety Area of the health and safety requirements in the Safety Area.

2.5

Construction Safety Officers

The Contractor will appoint a sufficient number of Qualified construction safety officers (each a "Construction Safety Officer"), having responsibility for the identification and control of potential safety Hazards on the Site, in accordance with applicable Safety Laws. The Contractor will ensure that during

58 Site Prep; Clearing South Bank; Vl

2.6

Refusal to Recognize the Prime Contractor

2. 7

Contractor Not the Prime Contractor

BC Hydro may, from time to time, at its sole discretion and on prior written notice from Hydro's Representative to the Contractor, appoint a person other than the Contractor as the Prime Contractor (in this section 2.7, the "Other Prime Contractor") in connection with specified works and activities that may be undertaken and performed in a portion of the Safety Area (the "Specified Area"), for a specified period of time. Upon receipt of written notice from Hydro's Representative the Contractor agrees that it will cease to be the Prime Contractor in the Specified Area for the specified period of time, and the Contractor will comply with, and ensure compliance by its workers and subcontractors with all applicable safety requirements of the Other Prime Contractor, acting reasonably, in the Specified Area. The Contractor will provide the Qualified Site Safety Coordinator of the Other Prime Contractor with the name of a Qualified person designated by the Contractor to be responsible for the Contractor's health and safety activities in the Work Area. While acting as the Prime Contractor on the balance of the Safety Area, the Contractor will coordinate the health and safety activities of any other contractors doing work within th~ Safety Area to ensure at all times that the workers on the Safety Area do not create a hazard for the workers on the Specified Area. Upon receipt from Hydro's Representative of written notice of the conclusion of the works and activities referred to in the original notice, the Contractor will reassume and thereafter fulfil the responsibilities of the Prime Contractor as otherwise set out in this Appendix D at the Safety Area. If the Contractor ceases to be the Prime Contractor in the Specified Area for a specified period of time, the Contractor will, prior to that specified period of time, take all practical measures to ensure the Specified Area is free of all hazards created by the work and all safeguards are in place to protect the health and safety of persons entering the Specified Area. In the event that it is not possible to implement all of the safeguards required to eliminate the hazards, the Contractor will communicate this information to BC Hydro.

2.8

Major Incident Response

BC Hydro may, at its discretion, designate a person, which may be other than the Contractor, to be the Prime Contractor across some or all of the Site for such period of time as BC Hydro may select.

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SITE SAFETY MANAGEMENT PLAN

3.1

Preparation and Submission

Within 60 days after the Effective Date, and in any event, at least 20 days before commencing any Work at the Site, the Contractor will prepare and submit the Contractor's Site Safety Management Plan ("Site Safety Management Plan" or "SSMP") to BC Hydro. The SSMP will be prepared by a Qualified person who will certify that the SSMP: (a)

has been prepared in accordance with the requirements of Workers Compensation Act (British Columbia) and OSHR and all applicable Laws and the Safety Regulations (the "Safety Laws") ;

(b)

has been prepared in accordance with the requirements of the CSMP;

(c)

meets the minimum standards of health and safety for each specified component of the Work;

(d)

is in compliance with good industry practice;

(e)

addresses overall management of occupational safety, health and wellness and addresses mitigation of any risks due to occupational health and safety hazards associated with the Project, the Contractor's Work Area and the performance of the Work. The SSMP will define the safety purpose, responsibilities, strategies and plans that direct the Contractor, its employees, its subcontractors and its subcontractors' employees with a key focus made to those components of the Work, including cooperation with other contractors, BC Hydro and other persons at the Site;

(f)

the Prime Contractor component of the SSMP will include strategy for coordination of occupational health and safety activities within the Contractor's Work Area, hazard identification and control, provision of first aid, strategy for ensuring training and competency, rules of conduct, and design, implementation, and maintenance of the system to ensure compliance with the Workers Compensation Act (British Columbia) and the OHSR, as well as the worksite rules of the Prime Contractor;

(g)

addresses the development of emergency response plan in communication with BC Hydro;

(h)

includes a comprehensive physical and operational security program; and

(i)

outlines Safe Work Procedures for specified aspects of the Work.

3.2

Safe Work Procedures

Prior to commencing any activities at the Site, the Contractor will develop and submit a set of written instructions identifying the health and safety hazards associated with the performance of each type of activity associated with the performance of the Work ("Safe Work Procedures") to BC Hydro for review as to completeness. The Contractor will engage a Qualified Person knowledgeable in the applicable WorkSafeBC Regulation and work procedures to prepare each set of Safe Work Procedures. Each set of Safe Work Procedures will : (a)

address all site specific safety hazards and work procedures necessary to address those hazards for the safe performance of the specific type of Work activity;

(b)

include Safe Work Procedures and exposure control plans applicable to the site and the performance of the specific type of Work activity;

(c)

include reference to hot work precautions;

60 Site Prep; Clearing South Bank; Vl

(d)

be prepared in accordance with WorkSafeBC requirements; and

(e)

specifically identify the applicable procedures in the event of an accident or safety violation.

3.3

Amendment of SSMP

The Contractor will review and amend the SSMP when hazards change to ensure that the SSMP at all times complies with the requirements set out in section 3.1. Prior to implementation of any SSMP amendments, the Contractor will submit the proposed amendments to Hydro's Representative to allow BC Hydro to assess whether or not the proposed amendment is acceptable. 3.4

Compliance to SSMP

In performing the Work, the Contractor will implement and comply with the SSMP, and require all subcontractors to comply with the SSMP, prepared and as may be amended from time to time in accordance with the requirements of this Appendix D.

3.5

Life Saving Rules

The Contractor will ensure compliance as applicable with the following lifesaving rules by all persons on the Safety Area as part of the Site Safety Management Plan: (a)

maintain limits of approach from energized electrical lines;

(b)

ensure there is a Safety Protection Guarantee or lockout in place when working on equipment and check it is appropriate for your work;

(c)

test for hazardous energy before starting work;

(d)

if working within the limits of approach ensure that worker protection grounding/bonding is applied;

(e)

use fall protection when working at heights;

(f)

maintain a safe atmosphere in a confined space and ensure each worker can be rescued;

(g)

prevent harmful exposure to known carcinogens, toxins and bio-hazards;

(h)

no work will be undertaken under the influence of alcohol or drugs; and

(i)

adjust driving performance to the weather and road conditions.

3.6

Safety Practice Regulations

Before commencement of any work on the Power System, the Contractor shall ensure all workers are trained to the level of knowledge set out in and comply with BC Hydro's Safety Practice Regulations (SPR), including the Power System Safety Protection ("PSSP"), Work Protection Practices ("WPP"), and lockout procedures. The Contractor will train or cause to be trained all persons engaged in the performance of the Work to a minimum of Category B under WPP and Category 3 under PSSP before the equipment is connected to the grid and from connection time forward all persons working on the equipment must maintain PSSP/WPP certification to the level required by the work being done. 3.7

Isolation

If a Contractor requires a change to the equipment isolation and lockout procedures to accommodate the performance of the Work, the Contractor will submit a lockout procedure change request to Hydro's Representative a minimum of three days in advance of the required change. BC Hydro will perform the requested switching and isolation at no charge to the Contractor. Notwithstanding the foregoing, BC

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Hydro will not be responsible for any costs associated with any delays or interruptions of the Work arising from changes to isolation of equipment requested by the Contractor.

3.8

WorkSafeBC Requirements

Within 60 days after the Effective Date but, in any event, before commencing any Work at the Site, and at any time on written request from Hydro's Representative, the Contractor will deliver to BC Hydro a statement from WorkSafeBC that: (a)

each subcontractor is registered and its premiums are fully paid;

(b)

a notice of project has been filed in accordance with section 20.2 of the OHSR; and

(c)

all persons performing Work at the Site who are not covered by the Workers Compensation Act (British Columbia) are covered under personal optional protection coverage available through WorkSafeBC.

3.9

Indemnity for WCB Non-Compliance

3.10

Failure to Comply with WorkSafeBC Requirements

If at any time the Work or portion of the Work is stopped because the Contractor, or any subcontractor fails or refuses to comply with an order issued pursuant to the Workers Compensation Act (British Columbia), then such failure or refusal will be deemed to be a default to which the provisions of GC 11.1 will apply.

SAFETY REQUIREMENTS

4.1

Emergency Response Plan

The Contractor will prepare an emergency response plan (the "Emergency Response Plan") which: (a)

outlines the warning systems for evacuation that will be in place;

(b)

provides the Contractor's (including all subcontractors) emergency response protocol and procedures for safely managing potential emergency situations within the Safety Area;

(c)

defines the detailed safe, effective and timely evacuation procedures in the event of an emergency at the Site; and

(d)

includes the provision of a rescue boat for use in the event of requirement for worker rescue from the river, which boat will be: (i)

not less than 5 m in length;

(ii)

rigid or inflatable;

(iii)

equipped with a portable boarding ladder or other device capable of bringing a person on board;

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(iv)

equipped with a motor compatible with the use;

(v)

not used for other purposes; and

(vi)

manned by a trained crew

The Contractor will submit the Emergency Response Plan to Hydro's Representative.

4.2

Compliance to the Emergency Response Plan

The Contractor will implement and comply with the Emergency Response Plan, and require its subcontractors to comply with the Emergency Response Plan, prepared and as may be amended from time to time in accordance with the requirements of this Appendix D.

4.3

Amendment of the Emergency Response Plan

The Contractor will update the Emergency Response Plan as required during the performance of the Work so that it at all times covers the Work being performed . The Contractor will submit the amendments to the Emergency Response Plan to Hydro's Representative.

4.4

First Aid Responsibility for the Prime Contractor

When BC Hydro designates the Contractor as the Prime Contractor, the Contractor will be responsible for meeting the requirements of the Workers Compensation Act (British Columbia), to provide, operate and maintain first aid resources , supplies, equipment and facilities on the Site in accordance with WorkSafeBC First Aid Regulations. The Contractor will at all times during the performance of the Work provide Qualified first aid attendants on Site as required by WorkSafeBC First Aid Regulations for all of the Contractor's employees and agents, subcontractors, their employees and agents and guests. The Contractor will monitor and manage the adequacy and effectiveness of its first aid program, processes and personnel during the performance of the Work. The responsibilities include without limitation: (a)

completing a first aid hazard assessment for the Safety Area;

(b)

complying with the first aid requirements for total head count for the Work Area of responsibility;

(c)

providing additional equipment, safety resources and certification levels required to comply with the WorkSafeBC requirements for first aid coverage for the safety area taking into account: (i)

the presence of multiple contractors and personnel in the Work Area of responsibility;

(ii)

overlapping Work Areas;

(iii)

work hazard ratings and risks arising from the performance of multiple work activities within the Work Area of responsibility;

(iv)

work hazard ratings and risks arising from the performance of multiple work activities within the Work Area of Responsibility; and

(v)

the number of workers in the Work Area of responsibility.

Notwithstanding the requirements in WorkSafeBC OSH Regulation Part 3, Schedule 3-A, the Contractor will provide an emergency transportation vehicle, capable of safely transporting an injured worker in a stretcher. In addition, if evacuation from the worksite is expected to take more than an hour, the Contractor will develop a plan to evacuate workers by the fastest reasonable method with a goal of

63 Site Prep; Clearing South Bank; Vl

reducing evacuation time to an hour or less.

4.5

Safety Training

The Contractor will, with respect to the performance of the Work, and will ensure that other contractors with respect to their work, develop, implement, monitor and update any and all training programs required to train their employees in the hazards of the site and Work and the safe and proper performance of the Work. A safety training program will: (a)

comply with all requirements of WorkSafeBC;

(b)

be delivered by Qualified persons;

(c)

include orientation of all workers;

{d)

identify and address both general and task specific hazards;

(e)

address the rights, obligations and duties of all persons engaged in the performance of the Work with respect to occupational health and safety;

(f)

address the potential consequences of non-compliance with the Safety Management Plan and the Site Safety Management Plan;

(g)

be tailored to the tasks, duties and responsibilities of each person engaged in the performance of the Work;

{h)

include mechanisms for participants to evaluate and provide feedback with respect to the safety training sessions;

(i)

be modified as and when required to respond to participant evaluations and feedback; and

be provided free of charge to all persons engaged in the performance of the Work during normal working hours.

4.6

Failure to Comply

If the Contractor determines in its reasonable discretion that any employer or an employer's worker performing work within the Safety Area is creating an unsafe or harmful condition or is doing or failing to do something that constitutes an unsafe or harmful act, or has failed to comply with the Workers Compensation Act (British Columbia), the OHSR or the Health and Safety Program, and that on written notice from the Contractor to the employer responsible for such of such condition, act or failure that the employer has failed or refused to take action to correct the condition, act or failure, including any condition, act or failure of a worker, then: (a)

the Contractor may issue a written notice ("Notice of Failure to Comply") to the applicable employer stipulating in reasonable detail the basis for the issuance of the Notice of Failure to Comply, with a copy to Hydro's Representative;

(b)

on receipt of a Notice of Failure to Comply BC Hydro may, in reliance on the Notice of Failure to Comply, take whatever action it deems necessary to reduce or eliminate risk to workers;

(c)

on rectification of the condition, act or failure set out in a Notice of Failure to Comply issued by the Contractor, 'the Contractor will withdraw the Notice of Failure to Comply by endorsing on a copy thereof confirmation of the rectification, and the Contractor will deliver a copy of the endorsed Notice of Failure to Comply to the applicable employer and to Hydro's Representative, and in reliance on such receipt BC Hydro may take steps to permit the resumption of work; and

64 Site Prep; Clearing South Bank; Vl

(d)

BC Hydro will be deemed to have relied on the terms of and the reasons set out in the Notice of Failure to Comply, and a subsequently endorsed Notice that the condition has been rectified, notwithstanding any subsequent investigation or inquiry of the matter by BC Hydro, which BC Hydro may but will not be obligated to undertake, and the Contractor will indemnify and hold harmless BC Hydro in connection with any and all Claims arising in connection with the issuance of any Notice of Failure to Comply by the Contractor, or the subsequently endorsed Notice, and any acts or omissions of BC Hydro in reliance on such Notices.

SAFETY MEETINGS

5.1

Compliance, Participation, Attendance and Documentation

The Contractor will provide all documents, attend all meetings and conduct activities as required by the OSHR. The Contractor will cause its representative and its subcontractors' senior site representative to attend all safety meetings. The Contractor will cause all other contractors doing work within the Safety Area to, hold, and maintain minutes of, daily safety tailboard meetings. The Contractor will provide to BC Hydro weekly and monthly safety statistics in a form acceptable to BC Hydro. The Contractor will cause representatives of its management staff and its hourly employees to attend the combined BC Hydro weekly safety meetings.

5.2

General Meetings

The Contractor's Representative and the Contractor's Site Safety Coordinator will regularly attend any Project meetings, including: (a) Joint Health and Safety Committee meetings required under the BC Workers Compensation Act; and (b)

Project safety coordination meetings.

In addition, the Contractor will provide advance notice, for information only, of all such meetings to Hydro's Representative. Representatives of BC Hydro will be permitted, but will not be obligated to, attend all such meetings.

5.3

Special Safety Related Meetings

At the commencement of the Work and at a minimum of once per quarter during the term of the Agreement, senior representatives of the Contractor will meet with senior representatives of BC Hydro to: (a)

review the safety with respect to the Work and the Safety Area both lagging and leading indicators;

(b)

discuss learnings and identify opportunities for improvement for Safety with respect to the ongoing performance of the Work; and

(c)

define corrective action plans to proactively enhance the safety environment and safety performance for the Project and all employees

65 Site Prep; Clearing South Bank; Vl

AUDITS AND INSPECTIONS

6.1

Access to Work Area, Personnel and Records

The Contractor will allow BC Hydro and its agents' unrestricted access to carry out safety inspections and audits of Site Work, worksite conditions and all pertinent health and safety performance records to determine adherence to safety and health objectives ("Safety Audits and Inspections"). BC Hydro and its agents' personnel may carry out Safety Audits and Inspections without prior warning or notice to the Contractor. The Contractor will, during Safety Audits and Inspections, provide evidence of, or establish demonstrated compliance with, Safety Laws, the Site Safety Management Plans and good industry practice. 6.2

Workplace Safety Audits

The Contractor will conduct workplace safety audits in accordance with good industry practice at least once each month during the period between the Effective Date and completion of the Work. Workplace safety audits will be conducted by the Prime Contractor's Site Safety Coordinator and a Qualified Site Safety Coordinator from any other contractors who are not the Prime Contractor working in the Contractor's Safety Area. The Contractor will provide advance written notice, for information only, of each workplace safety audit to BC Hydro and a BC Hydro representative may, but will not be obligated to, attend such audits. Workplace safety audits will measure the effectiveness of the Contractor's occupational health and safety systems and determine the Contractor's compliance with the OHSMP, the applicable SSMP's, Safe Work Procedures and Safety Regulations. The Contractor will review all workplace safety audit findings with the Contractor's Representative responsible for the Work being audited and will determine and implement corrective action for all identified nonconformities. On or before the last day of each month, the Contractor will prepare and submit to Hydro's Representative, for information only, a completed audit report. The Contractor will promptly remedy all unsafe conditions and procedures and provide a report back to BC Hydro confirming that the applicable issue has been remedied. 6.3

Response to Safety Deficiencies

If, in the opinion of BC Hydro, the Contractor's Work or operations pose an undue hazard, BC Hydro may shut down the Work until such time as the conditions are corrected. BC Hydro may verbally order the Contractor's Representative to shut down the work effective immediately, and deliver notice in writing of the order to the Contractor's Representative within 48 hours after giving the verbal order. The Contractor will not be entitled to any compensation or payment from BC Hydro for any costs the Contractor incurs by reason of such shutdown or the implementation of corrective safety measures. On or before the last day of each month the Contractor will prepare and submit a statistical report of all Safety deficiencies to BC Hydro. The Contractor will document the implementation of all corrective actions and will, on a monthly basis, provide proof of the implementation of all corrective actions to BC Hydro.

Annual Audit

The Contractor will cause an independent third party, at BC Hydro's request, acceptable to BC Hydro, to conduct an audit of the Contractor's OHSMP to the BC Construction Safety Association's standard, not less than once each calendar year during the duration of the Agreement, in order to assess the Contractor's compliance with, and implementation of, the OHSMP, as required by the Safety Laws and this Appendix D. The Contractor will submit the independent auditor's report to BC Hydro within one week of the anniversary of the completion of the previous annual audit pursuant and in any event within 14 days after receipt. 6.5

Self-Reporting

The Contractor will implement and maintain an appropriate system of occupational health and safety management documentation, sufficient to demonstrate compliance with all applicable Safety Laws and

66 Site Prep; Clearing South Bank; Vl

the requirements of this Appendix D. The Contractor will ensure that all health and safety reporting is prepared and maintained in a format acceptable to BC Hydro.

67 Site Prep; Clearing South Bank; Vl

ACCIDENTS AND INCIDENTS

7.1

Accident and Incident Reporting

The Contractor will immediately notify WorkSafeBC, the Contractor and BC Hydro of the any incident if the incident involves serious injury or death, public safety, a public near-miss incident, a major structural failure or collapse , a major release of Hazardous Substance, or any other circumstance which is required to be reported pursuant to Safety Laws; and (a)

prepare and submit such report to WorkSafeBC, and concurrently deliver a copy of such report to the Contractor and BC Hydro (where an incident investigation report is required pursuant to the Workers Compensation Act (British Columbia); and

(b)

The Contractor will prepare and deliver to BC Hydro an investigation to determine if there were causative coordination or compliance issues with the incident.

On or before the last day of each month, the Contractor will prepare and submit a statistical report of all incidents to BC Hydro and such report will be maintained. The Contractor will document the implementation of all corrective actions and will, on a monthly basis, provide proof of implementation of all corrective actions to BC Hydro. 7.2

Orders

The Contractor will ensure that if any employer receives an order issued by WorkSafeBC or any other authority having jurisdiction over safety issues on the Site (a "Safety Order"), the Contractor will , as soon as practicable, and in any event within 24 hours of receiving the Safety Order, notify Hydro's Representative in writing of the Safety Order. 8

PUBLIC SAFETY

8.1

Public Safety Management Plan (PSMP)

The Contractor will develop a plan (the "Public Safety Management Plan") in accordance with section 5.3 of the CSMP. 9

FIRE HAZARD AND ABATEMENT PLAN

The Contractor will develop a Fire Hazard and Abatement Plan in accordance with section 5.2 of the CSMP. 10

TRAFFIC MANAGEMENT PLAN

The Contractor will develop a Traffic Management Plan in accordance with section 5.4 of the CSMP. 11

WORKER HEALTH AND SAFETY MANAGEMENT PLAN

The Contractor will develop a Worker Health and Safety Management Plan in accordance with section 5.5 of the CSMP.

68 Site Prep; Clearing South Bank; Vl

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APPENDIX E- ENVIRONMENTAL OBLIGATIONS 1.0

.INTERPRETATION

1.1

.Definitions In this Appendix E, the following words and phrases have the following meanings: "CEMP" means the Site C Clean Energy Project Construction Environmental Management Plan dated August 1, 2014, as it may be amended from time to time, a copy of which is available from BC Hydro on re.quest; "Environmental Incident" means an event, act or omission that is, or has the potential to cause, a violation of any of the Environmental Requirements (such as, for illustration, a spill of oil, fuel, hazardous chemicals; an unauthorized alteration, disruption , or destruction of aquatic or terrestrial habitat); "Environmental Monitor" has the meaning set out in section 4.2 of this Appendix E; "Environmental Protection Plan" or "EPP" has the meaning set out in section 3.3 .of this Appendix E; "Environmental Requirements" has the meaning ascribed to it in the CEMP; "Environmentally Sensitive Area" has the meaning ascribed to it in the CEMP; "Environmental Specifications" has the meaning ascribed to it in the CEMP; "Pre-Work Orientation" has the meaning set out iii section 6.2 of this Appendix E; "Qualified Environmental Professional" means an applied scientist or technologist who: (a) is registered and in good standing in British Columbia with.an appropriate professional association constituted under an Act; (b) acts under such professional association's code of ethics; and (c) is subject to disciplinary action by such professional association. A Qualified Environmental Professional may be a professional archaeologist, biologist, agrologist, forester, geoscientist, engineer or technologist; and "Tailboard Meeting" has th_ e meaning set out in section 6.3 of this Appendix E.

70 Site Prep; Clearing South Bank;.Vl

2.0

.GENERAL REQUIREMENTS

2.1

.Compliance with Environmental Requirements In addition to other obligations in the Agreement, the Contractor: (a)

will be, and will cause the subcontractors to be, fully knowledgeable of and comply with the Environmental Requirements and all EPPs as applicable to the performance of the Work at the Site; and

(b)

will cause its employees and agents, and the employees and agents of the subcontractors, to be fully knowledgeable of and comply with all EPPs as applicable to the performance of the Work at the Site.

3.0

.ENVIRONMENTAL PROTECTION PLAN

3.1

.Qualified Environmental Professional

BC Hydro will appoint a Qualified Environmental Professional(s) to perform the obligations of the Qualified Environmental Professional as described in this Appendix E, including the preparation of EPPs. 3.2

.Review of CEMP

BC Hydro will require that each Qualified Environmental Professional appointed will review and be knowledgeable of the CEMP as may be applicable to the scope of Work to be performed at the Site .. 3.3

.EPPs

In advance of any element of Work performed at the Site the Contractor will cooperate with the Qualified Environmental Professional retained by BC Hydro under this Appendix E in the preparation of a written, detailed environmental protection plan (an "Environmental Protection Plan" or "EPP") in respect of such Work that includes: (a)

a description of the particular Work activities and location to which the EPP applies, including mapping at a suitable scale;

(b)

identification of the specific applicable Environmental Specifications;

(c)

identification of any Environmentally Sensitive Areas;

(d)

a determination of required relevant mitigation measures; and

(e)

a detailed description of required environmental monitoring and environmental reporting as more particularly described in sections 4. 0 and 5.0 of this Appendix E.

Environmental

Requirements,

including

applicable

The Qualified Environmental Professional will sign the EPP(s) confirming that the Qualified Environmental Professional reviewed the CEMP in preparation for writing the EPP and that the EPP complies with the requirements of this section 3.3 and with the CEMP, as it may be modified as of the date of the EPP. The Contractor will perform the Work in strict compliance with the requirements of any applicable EPP, as part of the Work, without any increase in the Rates except if, and to the extent that the EPP imposes increased unavoidable costs which a qualified contractor, experienced in work similar in nature and scope to the Work, would not have anticipated. Prior to proceeding with Work covered by an EPP, the Contractor will, give notice to BC Hydro if the Contractor intends to claim that performing the Work in compliance with the EPP necessitates a change in its Rates and, if so, the matter will be addressed as if BC Hydro had issued a change directive under GC 2.14(b) and will be addressed accordingly.

71 Site Prep; Clearing South Bank; Vl

The Contractor will not perform any element of Work at the Site for which an EPP has not been prepared and signed by the Qualified Environmental Professional. 3.4

Amendments to Environmental Protection Plans

BC Hydro will cause the Qualified Environmental Professional to review and amend as necessary each EPP from time to time so that each EPP at all times complies with the CEMP and the Environmental Requirements. If at any time the Qualified Environmental Professional identifies the need for an amendment to an EPP, including an amendment to measures as described in the EPP or the addition of new measures, then the Contractor will stop or suspend the performance of the Work that is covered by the amendment as may be required to give effect to the pending amendment. Prior to implementing any amendments to an EPP, the Contractor will submit proposed amendments to Hydro's Representative for review and acceptance.

4.0

.ENVIRONMENTAL MONITORING

4.1

.General

An EPP will include a description of monitoring required during the performance of the Work at the Site covered by the EPP that is sufficient to reliably confirm that the performance of such Work complies with the EPP, having regard to the nature of the Work. The monitoring will comply with any requirements in the CEMP. The description will include details regarding the type and frequency of observations and data collection , the methodologies or monitoring, and the protocols that will be followed . 4.2

.Environmental Monitors

The Contractor will engage one or more qualified monitors (each, an "Environmental Monitor") to conduct the environmental monitoring as described and required in each EPP. An Environmental Monitor will be required to: (a)

(b)

report without delay to the Contractor's Representative who has the authority to stop work all circumstances in which any Work or component of the Work at the Site is not being conducted in accordance with the applicable EPP.

Prior to an Environmental Monitor commencing any environmental monitoring of Work at the Site the Contractor will review with the Environmental Monitor the reporting procedures which the Environmental Monitor will follow in the event of an Environmental Incident as described in section 5.3 of this Appendix E.

5.0

.ENVIRONMENTAL REPORTING

5.1

.General

An EPP will set out: (a)

(b)

any required testing or sampling to confirm that Work is proceeding in compliance with the Environmental Requirements;

(c)

the type, content and frequency of the environmental reports to be prepared by an Environmental Monitor (using a template and format acceptable to BC Hydro) that the Contractor will submit to BC Hydro, which will include: 72 Site Prep; Clearing South Bank; Vl

(d)

5.2

(i)

a description of Work performed at the Site covered by the report;

(ii)

a description of environmental monitoring activities covered by the report;

(iii)

results of testing of environmental attributes, if any, as they become available;

(iv)

a description of environmental issues and corresponding mitigation measures implemented, if any; and

(v)

the quantity of each type of fuel consumed at the Site during the preceding year; and

(ii)

the production throughput for the preceding year of on-Site processes that contribute to greenhouse gas emissions.

.Environmental Completion Report

The Contractor will, at the completion of the performance of the Work or component of the Work at the Site to which an EPP relates, submit to BC Hydro a report prepared by an Environmental Monitor using the template and format specified by BC Hydro, which will, at a minimum, include the following: (a)

a summary of the Work activities on Site;

(b)

a summary of the environmental management activities completed during the performance of the Work;

(c)

a description of any environmental issues encountered during the Work on Site, and the management and mitigation measures used to resolve those issues; and

(d)

representative Site photographs.

5.3

.Environmental Incidents

The Contractor will establish reporting procedures to be followed by the Contractor and its subcontractors, and their respective employees, in the event of an Environmental Incident, including reporting to the Qualified Environmental Professional and to the Contractor's Representative. The Contractor will submit the reporting procedure to Hydro's Representative The Contractor will immediately report any Environmental Incidents to BC Hydro and will, within five working days or such longer time as the circumstances may reasonably require, deliver to BC Hydro a written Environmental Incident report which includes, to the extent applicable to the Environmental Incident: (a)

photo documentation of the Environmental Incident; and

(b)

descriptions of: (i)

the cause and nature of the Environmental Incident;

(ii)

the approximate magnitude and duration of the Environmental Incident;

(iii)

the area or habitat affected by the Environmental Incident;

73 Site Prep; Clearing South Bank; Vl

(iv)

the environmental resources affected by the Environmental Incident;

(v)

the results of any sample analyses taken in conjunction with the Environmental Incident;

(vi)

mitigation measures taken to control or limit the activity causing the Environmental Incident;

(vii)

additional proposed remedial or corrective actions recommended to address the Environmental Incident;

(viii)

communications held with Project personnel with respect to the Environmental Incident;

(ix)

communications with any third parties with respect to the Environmental Incident; and

(x)

the collection of samples which were required to characterize the extent and nature of the Environmental Incident.

6.0

.ORIENTATION, TRAINING AND TAILBOARD MEETINGS

6.1

.Environmental Overview Training

Prior to commencing the performance of the Work at the Site, the Contractor will cause its field crew supervisors and Environmental Monitors to attend an environmental overview and training workshop, which will include the following, as applicable to the scope of the Work at the Site: (a)

the requirements of the EPPs applicable to the scope of the Work;

(b}

the roles and responsibilities of BC Hydro, the Contractor, the Qualified Environmental Professional(s), the Environmental Monitors;

(c)

environmental mapping of sensitive areas; and

(d)

procedures for reporting of Environmental Incidents and emergencies.

6.2

.Pre-work Orientation

The Contractor will hold, and will cause all of its employees and agents, and the subcontractors and their employees and agents to attend, a pre-Work orientation meeting (a "Pre-Work Orientation") prior to commencing the performance of the Work or component of the Work at the Site to inform its employees and agents, and the subcontractors and their employees and agents of the Site-specific environmental requirements set out in the applicable EPP(s). The Contractor will document all Pre-Work Orientations and provide such documentation to BC Hydro upon request. 6.3

.Tailboard Meetings

The Contractor will, prior to commencing the performance of the Work at the Site, and at regular intervals thereafter as required by the nature of the Work, hold field crew tailboard meetings (a "Tailboard Meeting") to discuss information including the following, as applicable: (a)

sensitive areas , potential effects and applicable mitigation measures; and

(b)

construction activities planned.

The Contractor will document all Tailboard Meetings and provide such documentation to BC Hydro upon request.

74 Site Prep; Clearing South Bank; Vl

APPENDIX F - ABORIGINAL INCLUSION AND REPORTING REQUIREMENTS 1.0

.DEFINITIONS

The following words and phrases have the following meaning in this Agreement: "Aboriginal" means Indian (as defined in the Indian Act (Canada)), Metis or Inuit; "Aboriginal Business" means:

(b)

a sole proprietorship, wholly owned by an Aboriginal person;

(c)

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

(d)

a partnership or joint venture (between two or more Aboriginal Businesses or between one or more Aboriginal Business( es) and one or more non-Aboriginal Business(es)) with at least 51% of the ownership rights, including any voting rights, directly owned by one or more Aboriginal Businesses or Aboriginal persons; or

(e)

any other business with a substantial amount of ownership rights held by one or more Aboriginal Businesses or Aboriginal persons, as determined by BC Hydro, acting reasonably;

"Aboriginal Inclusion Performance Report" has the meaning set out in section 2.3 of this Appendix F; and "Aboriginal Inclusion Plan" has the meaning set out in section 2.2 of this Appendix F. 2.0

.COMMITMENTS

2.1

.Commitments

The Contractor acknowledges that BC Hydro has commitments with respect to Aboriginal groups regarding business, employment and other opportunities relating to the Project, and that BC Hydro is looking to the Contractor to satisfy some of these commitments. Accordingly, the Contractor will use reasonable commercial efforts to achieve the following in the performance of the Work: (a)

provision of business opportunities for Aboriginal Businesses;

(b)

provision of employment opportunities for Aboriginal persons; and

(c)

provision of training opportunities for Aboriginal persons.

2.2

Aboriginal Inclusion Plan

The Contractor will prepare and sign a written plan (the "Aboriginal Inclusion Plan") that sets out the approach by which the commitments as described in section 2.1 of this Appendix F for contracting of Aboriginal Businesses and the employment and training of Aboriginal persons can be achieved in the performance of the Work. The Aboriginal Inclusion Plan will, at a minimum: (a)

identify specific scopes of the Work which the Contractor and BC Hydro agree have reasonable potential to provide contracting of Aboriginal Businesses and the employment and training of Aboriginal persons in the performance of the Work; and

(b)

identify targets (such as number of employees or dollar value of Work) for contracting with Aboriginal Businesses and employing and training targets for Aboriginal persons in the performance of the Work.

Prior to commencing any Work at the Site the Contractor will submit the draft Aboriginal Inclusion Plan to BC

75 Site Prep; Clearing South Bank; Vl

Hydro and the Parties will, acting reasonably, review the submitted plan and collaborate to develop a final form of Aboriginal Inclusion Plan, in a timely manner, that is acceptable to both Parties. The Contractor will update and sign the Aboriginal Inclusion Plan monthly, after submission to BC Hydro. 2.3

.Reporting

The Contractor will prior to the 15.1h. day of a calendar month prepare monthly a report (the "Aboriginal Inclusion Performance Report") of the actual following amounts as of the end of the previous calendar month: (a)

the number and value of contracts with Aboriginal Businesses relating to the performance of the Work that were awarded in the previous calendar month, and cumulative with respect to all Work performed to the end of the previous calendar month and, for each such contract: (i)

the type of contract (e.g. "Project site perimeter security");

(ii)

the company to which the contract was awarded;

(iii)

the total value of the contract; and

(iv)

the amount paid on the contract, as supported by invoices, as of the end of the previous calendar month and cumulative with respect to all Work performed under the contract to the end of the previous calendar month;

(b)

the number of Aboriginal persons, and number of hours, employed in the performance of the Work in the previous calendar month, and cumulative with respect to all Work performed to the end of the previous calendar month; and

(c)

the number of Aboriginal persons, and number of hours, who have received training, and the type of training received in the previous calendar month, and cumulative with respect to all Work performed to the end of the previous calendar month,

together with variances from the targets as set out in the Aboriginal Inclusion Plan, as may be updated under section 2.2 of this Appendix F. All information in the Aboriginal Inclusion Performance Report will be separated to identify the specific Aboriginal groups that have been involved in the reporting period. The Contractor will submit the Aboriginal Inclusion Performance Report with its invoices for payment issued under Appendix B.

76 Site Prep; Clearing South Bank; Vl

APPENDIX G - INSURANCE REQUIREMENTS

1.0

.INSURANCE COVERAGE

Without limiting any of the Contractor's obligations or liabilities under the Agreement and prior to commencing any Work, the Contractor will, at its sole cost and expense, obtain and maintain during the performance of the Work policies in respect of the following insurances: (a)

Workers' Compensation coverage for all employees engaged in the Work in accordance with the Workers Compensation Act (British Columbia);

(b)

Personal Optional Protection coverage available through the Workers' Compensation Board of British Columbia for all employees engaged in the Work who are not covered by the Workers Compensation Act (British Columbia);

(c)

Automobile Liability Insurance for owned, non owned, leased, operated or licensed automobiles, trucks, trailers, tractors and all-terrain vehicles with limits of $5,000,000 for accidental injury to or death of one or more Persons or damage to or destruction of property as a result of one accident or occurrence;

(d)

Equipment Insurance (including loss of use) covering loss or damage to all equipment, materials and property that is owned, leased, or rented by and used by the Contractor in performing the Work but which does not form part of the permanent construction;

(e)

if aircraft or watercraft are used in connection with the Work, the Contractor will carry Aircraft Liability or Watercraft Liability Insurance covering all aircraft or watercraft owned or non-owned and licenced by the Contractor with limits of liability of $10,000,000 for aircraft liability and $5,000,000 for watercraft liability, for bodily injury or death of one or more persons or damage to or destruction of property as a result of one accident or occurrence; and

(f)

such additional coverage as may be required by law, by BC Hydro or which the Contractor considers necessary.

2.0

.BC HYDRO INSURANCE COVERAGE

Without limiting any of the Contractor's obligations or liabilities under the Agreement, BC Hydro will, at its sole cost and expense, obtain and maintain during the performance of the Work policies in respect of the following insurances: (a)

(b)

A project-specific wrap-up liability policy, in an amount of not less than $10,000,000 that will: (i)

contain a standard non-owned automobile liability extension and an endorsement for sudden and accidental pollution;

(ii)

name BC Hydro as the insured and the Contractor and the Contractor's subcontractors, project and construction managers, architects, engineers, and consultants, if any, while engaged in the Work as additional insureds and will contain a waiver of subrogation in favour of all insureds; and

(iii)

maintain in force and effect a "Completed Operations Liability" endorsement coverage for a period ending not earlier than 24 months after Substantial Completion;

A Broad Form Builders Risk insurance policy, in an amount equal to $8,000,000, with sub-limits for debris removal and off-Site storage. The Policy will: (i)

include a sub-limit for BC Hydro property which is in the care, custody and control of the Contractor, or the Contractor's subcontractors;

(ii)

provide coverage on an all risks basis, including perils of flood and earthquake;

77 Site Prep; Clearing South Bank; Vl

3.0

(iii)

name BC Hydro as the insured and the Contractor and the subcontractors, if any, including any person employed directly or indirectly by the Contractor and the Contractor's subcontractors to perform a part or parts of the Work, as additional insureds;

(iv)

contain a waiver of subrogation in favour of BC Hydro, Contractor and the Contractor's subcontractors, if any, with the exception of architects, engineers and manufacturers for their liability in the event of loss caused by or resulting from any error in design or any other professional error or omission pertaining to the subject of this insurance. ; and

(v)

remain in full force and effect until completed.

.REQUIREMENTS FOR CONTRACTOR INSURANCE

The insurance provided by the Contractor will be provided in accordance with the following terms and conditions: (a)

the Contractor will provide Hydro's Representative with evidence of compliance with the Workers Compensation Act (British Columbia) and coverage under such Act prior to commencement of the Work, and the Contractor will (i)

upon request, at any time, from Hydro's Representative, provide such evidence to Hydro's Representative within five days of such request; and

(ii)

immediately notify Hydro's Representative in writing of any change with respect to such compliance or coverage;

(b)

certificates of insurance for the policies described in section 1.0 of this Appendix G will be submitted to Hydro's Representative prior to commencement of the Work. All such policies will be placed with insurers acceptable to Hydro's Representative and be in a policy form acceptable to Hydro's Representative. The approval or non-approval of any such policy by Hydro's Representative will in no way relieve the Contractor of its obligations to provide the insurance required by the Agreement. Hydro's Representative may request, at any time, certified copies of the Contractor's insurance policies and the Contractor will provide such certified copies to Hydro's Representative within five days of such request;

(c)

all insurance provided by the Contractor will be considered primary, non-contributory and not excess to any insurance carried by BC Hydro; and

(d)

all insurance, except for automobile liability insurance and workers compensation insurance, provided by the Contractor will:

4.0

(iii)

include BC Hydro and its directors, officers, employees and agents as additional insureds (but this requirement will not apply to equipment insurance described in section 1.0(d) of this Appendix G) ;

(iv)

contain a waiver of subrogation against BC Hydro and its directors, officers, employees and agents;

(v)

contain a cross liability or severability of interest clause; and

(vi)

contain a provision that the insurance cannot be cancelled without at least 30 days written notice to BC Hydro.

.MINIMUM AMOUNT NO LIMIT ON RECOVERY

All policy limits and types of insurance specified by the Agreement to be obtained and maintained by the Contractor are the minimum policy limits and types of insurance that are to be provided. The Contractor will be solely responsible for determining whether the policy limits and types of insurance are adequate and for placing any excess insurance and any additional insurance which it considers necessary to protect and

78 Site Prep; Clearing South Bank; Vl

indemnify itself. The Contractor will be liable to BC Hydro for all Claims and Claim Costs excluded by, or in excess of the policy limits of, applicable insurance policies. 4.1

.BC Hydro's Right to Maintain

If, at any time, any insurance required to be obtained and maintained by the Contractor under the Agreement has its policy limits reduced by the applicable insurance provider or the Contractor, from the policy limits required by the Agreement, or is no longer in force, then, without limiting BC Hydro's rights in respect of any default that arises as a result of such occurrence, BC Hydro may, at its option, obtain and maintain the applicable insurance or portion of such insurance. In such event, BC Hydro may withhold and set-off the cost of insurance premiums expended for such insurance from any payments due to the Contractor. 4.2

.Subcontractor Insurance

Without duplication of insurance coverage with respect to (i) the Broad Form Builders Risk Insurance policy in place for the Work, and (ii) where the Contractor's Commercial General Liability Insurance policy in place for the Work is on a wrap-up basis, the Contractor will require all first tier subcontractors to enter into an agreement with the Contractor containing provisions in the same form as those found in sections 1.0 of this Appendix G, as applicable to the Work being undertaken by such subcontractors. The Contractor will provide to Hydro's Representative, upon request, certificates of insurance for the insurance policies the Contractor has obtained from such subcontractors and a copy of the agreement entered into with such subcontractors setting out the insurance requirements of such subcontractors, without reference to commercial terms . 4.3

.Deductibles

Deductibles for insurance policies required under Section 1.0 of this Appendix G will be no more than $100,000. The Contractor will be responsible for the payment of all deductibles for the insurance policies described in this Appendix G, except with respect to damage arising out of the negligent acts or omissions of BC Hydro or any Person for whom BC Hydro is in law responsible (other than the Contractor and those engaged by or through the Contractor, including subcontractors), BC Hydro will pay the proportion of the deductible that represents the proportionate fault of BC Hydro for the loss which gave rise to the damage. 4.4

.Liability of Contractor

Neither the providing of insurance by the Contractor in accordance with the requirements of this Appendix G, nor the insolvency, bankruptcy or the failure of any insurance company to pay any claim occurring will be held to relieve the Contractor from any other provisions of the Agreement with respect to liability of the Contractor or otherwise. 4.5

.Notice of Occurrence

Hydro's Representative and the Contractor's Representative will immediately notify, in writing, each other and the relevant insurer of any occurrence or incident.likely to give rise to a claim under the policies or insurance coverage referred to in section 1.0 of this Appendix G - Insurance whether or not such occurrence or incident arises under the Agreement, and of any other matter or thing in respect of which notice should be given by BC Hydro or the Contractor to the relevant insurers. In addition, both BC Hydro and the Contractor will give all such information and assistance as may be reasonably practicable in all the circumstances.

4.6

.Claims Cooperation

With respect to any Claim against BC Hydro, whether insured or otherwise, the Contractor will cooperate with BC Hydro, BC Hydro's insurers, claims adjusters and other representatives to mitigate any impact of any investigations relating to the Claim on BC Hydro's operations, including the performance of the Work.

79 Site Prep; Clearing South Bank; Vl

APPENDIX H-PERSONAL INFORMATION

Definitions 1. In this Appendix, (a) "Act" means the Freedom of Information and Protection of Privacy Act (British Columbia), as amended from lime to lime; "contact information• means information to enable an individual at (b) a place of business to be contacted and includes the name, position name or title, business telephone number, business address, business email or business fax number of the individual; "personal information" means recorded information about an (c) identifiable individual, other than contact information, collected, created or otherwise acquired by Conlraclor as a result of the Agreement or any previous agreement between BC Hydro and Contractor dealing with the same subject matter as the Agreement. Purpose 2. The purpose of this Appendix is to: (a) enable BC Hydro to comply with Its statutory obligations under the Act with respect to personal information; and (b) ensure that, as a service provider, Contractor is aware of and complies with its slatulory obligations under the Act with respect to personal information. Collection of personal information . 3. Unless the Agreement otherwise specifies or BC Hydro otherwise directs in writing, Contractor may only collect or create personal information that is necessary for the performance of Conlractor's obligations, or the exercise of Contractor's rights, under the Agreement. 4. Unless the Agreement otherwise specifies or BC Hydro, the individual whose personal information is at issue, or that individual's lawful representative otherwise directs in writing, Contractor must collect personal information directly from the individual the information is about. 5. Unless the Agreement otherwise specifies or BC Hydro otherwise directs in writing, Conlraclor must tell an individual from whom Contractor collects personal information: (a) the purpose for collecting ii; (b) the legal aulhority for collecting it; and (c) the title, business address and business telephone number of the person designated by BC Hydro to answer questions about Contractor's collection of personal Information. Accuracy of personal Information Conlractor must make every reasonable effort to ensure the accuracy 6. and completeness of any personal information to be used by Contractor or BC Hydro lo make a decision that directly affecls the individual the information is about. Requests for access to personal Information 7. If Contractor receives a request for access to personal information from a person other than BC Hydro, the individual whose personal information has been requested, or that individual's lawful representative, Corilractor must promptly advise the person to make the request to BC Hydro unless lhe Agreement expressly requires Contractor to provide such access and, if BC Hydro has advised Contractor of the name or title and contact information of an official of BC Hydro to whom such requests are to be made, Conlractor must also promptly provide that official's name or title and contact information to the person making the request. Correction of personal information 8. Within 5 business days of receiving a written direction from BC Hydro to correct or annotate any personal Information, ·Contractor must annotate or correct the information In accordance with the direction. 9. When Issuing a written direcllon under secllon 8, BC Hydro must advise · Contractor of the dale the correction request to which the·direction relates was received by BC Hydro in order that Contractor may comply with section 10. 10. Within 5 business days of correcling or annotating any personal information under section 8, Contractor must provide the corrected or annotated Information to any party to whom, within one year prior to the date the correction request was made lo BC Hydro Contractor disclosed the information being corrected or annotated. 11. If Contractor receives a request for correction of personal information from a person other than BC Hydro, the individual whose personal information has been requested, or that Individual's lawful represenlalive, Contractor must promptly advise the person to make the request to BC Hydro and, if BC Hydro has advised Contractor of the name or title and contact information of an official of BC Hydro to whom such requests are to be made, Conlractor must also promptly provide that official's name or title and contact information to the person making the request. Protection of personal Information 12. Contractor must protect personal information by making reasonable security arrangements against such risks as unauthorized access, collection, use, disclosure or disposal, including any expressly set out In the Agreement.

Storage and access to personal information 13. Unless BC Hydro otherwise directs In writing, Contractor must not store personal information outside Canada or permit access lo personal information from outside Canada. Retention of personal information 14. Unless the Agreement otherwise specifies, Contractor must retain personal information until dlrecled by BC Hydro in writing lo dispose of il or deliver it as specified in the direction. Use of personal information 15. Unless BC Hydro otherwise directs in wriling, Contractor may only use personal Information If that use is: (a) for the performance of Contractor's obligations, or the exercise of Contractor's rights, under the Agreement; and (b) in accordance with seclion 13. Disclosure of personal information 16. Unless the Agreement olherwise specifies or BC Hydro, the Individual whose personal information is al issue, or that individual's lawful representative otherwise directs in writing, Contractor must not disclose personal information inside or outside Canada to any person other than BC Hydro, the individual whose personal informalion is at issue, or that individual's lawful representallve, or an entity that can legitimately compel disclosure under the laws of British Columbia. BC Hydro will not unreasonably withhold such direction. 17. Not Used Inspection of personal Information 18. In addition to any other rights of inspection BC Hydro may have under the Agreement or under slatute, BC Hydro may, at any reasonable lime and on reasonable nolice to Contractor, enter on Contractor's premises to inspect any personal informalion in the possession of Contractor or any of Contractor's information management policies or praclices relevant to Its management of personal informalion or its compliance wilh this Appendix and Contractor must permit, and provide reasonable assistance lo, any such Inspection. Compliance with the Act and directions 19. Contraclor must in relation lo personal information comply with: (a) the requirements of the Act applicable to Contractor as a service provider, including any applicable order of the commissioner under the Act; and (b) any direction given by BC Hydro under this Appendix. 20. Contractor acknowledges that it is familiar with the requirements of the Act governing personal information Iha! are applicable to it as a service provider. Notice of non-compliance 21 . If for any reason Conlractor does not comply, or anlicipates that it will be unable to comply, wilh a provision in this Appendix in any respect, Contractor must immediately notify BC Hydro of the particulars of the non-compliance or anlicipated non-compliance and what steps it proposes to take to address, or prevent recurrence of, the noncompliance or anlicipated non-compliance. Termination of Agreement 22. In addition to any other rights of termination which BC Hydro may have under the Agreement or otherwise at law, BC Hydro may, subject to any provisions in the Agreement establishing mandatory cure periods for defaults by Contractor, terminate the Agreement by giving written notice of such termination to Contractor, upon any failure of Contractor to comply with this Appendix in a material respect. Interpretation 23. In this Appendix, references to seclions by number are to sections of this Appendix unless otherwise specified in this Appendix. 24. Any reference to the "Contractor" In this Appendix includes any subcontractor or agent retained by Contractor to perform obligations under lhe Agreement and Contractor must ensure that any such subcontractors and agents comply with this Appendix. 25. The obligations of Contractor in this Appendix will survive the termination of the Agreement. 26. If a provision of the Agreement (including any direction given by BC Hydro under this Appendix) conflicts with a requirement of the Act or an applicable order of the commissioner under the Act, the conflicting provision of the Agreement (or direction) will be inoperative to the extent of the conflict. 27. Contractor must comply with the provisions of this Appendix despite any conflicting provision of the Agreement or the law of any jurisdiction outside Canada.

80 Site Prep; Clearing South Bank; Vl

APPENDIX I - LABOUR SCHEDULE In this Agreement, "Project Site" means the general are where the Project will be located, constructed and installed and includes the Site. 1.1 Inclusive Labour Approach BC Hydro anticipates implementing an approach for the Project that allows for participation from all labour groups and contractors regardless of union affiliation or union status. 1.2 Skilled Workers The Contractor will employ or engage, and cause all subcontractors to employ or engage, a sufficient number of skilled and qualified workers to perform the Work in accordance and compliance with the Agreement and all applicable laws. 1.3 Cost of Recruiting Labour The Contractor and its subcontractors will be responsible for all costs of recruiting and retaining skilled and qualified labour. 1.4 Appropriate Agreements and Waivers If the Contractor is or becomes a party to a collective agreement with a union then the Contractor will have agreements with such union(s), and will provide BC Hydro with a copy of such agreement(s), with respect to the performance of the Work as required togive effect to the following terms : (a) there will be no strikes, lockouts, slowdowns or any other interference or interruption to the performance of labour productivity at the Project Site throughout the term of this Agreement, including but not limited to work-to-rule action (each a "Labour Disruption"); (b) there will be no picketing at the Project Site and no Labour Disruption as a result of either lawful or unlawful picketing; (c) if a Labour Disruption occurs in the construction sector in British Columbia during the term of this Agreement, Work performed on the Project Site will not be affected by such Labour Disruption . (d) any non-affiliation clause in a collective agreement between the Contractor and a union is waived by that union, and accordingly union members will not be precluded from working at the Project Site, or in proximity to the Project Site, alongside non-union workers or workers of other unions and the union will not interfere in any way with non-union workers or workers of other unions, and no union or worker will refuse to handle or install any material, equipment or components or to honour hot cargo edicts, or otherwise during the life of this Agreement; (e) the union, and any person acting on behalf of the union, will not, initiate, pursue or endorse any activity for the purpose of recruitment or representation of non-unionized workers, contractors or consultants, or workers, contractors or consultants represented by other trade unions, as the case may be, including certification actions, changes in representation, raids or formation of a trade union, with respect to any worker, contractor or consultant working on the Project; (f) a representative of a union with whom the Contractor has a collective agreement will be able to attend at the Project Site as reasonably required for union business without interfering with the progress of the Work; and (g) if and to the extent the Contractor has commitments to engage Aboriginal persons there will be no objection to preferential hiring of such Aboriginal persons.

81 Site Prep; Clearing South Bank; Vl

1.5 Enjoining Labour Disruption The Contractor will at its cost take such steps before an authority with jurisdiction so as to prevent or terminate any Labour Disruption at the Project Site, and the Contractor will not be entitled to any payment or time extension on account of a Labour Disruption. Failure to use reasonable commercial efforts to prevent any delay or terminate any Labour Disruption at the Project Site will be deemed to be default under GC . 11.1 . 1.6 Respectful Behaviour The Contractor will not perm it workers at the Project Site to engage in any form of violence, harassment, intimidation, bullying, or any other disparaging or demeaning conduct directed by a worker to another worker for any reason including based on any union affiliation or lack of union affiliation , including any verbal communications, written materials, or gestures. The Contractor will have a policy that prevents discrimination on the project on the basis of prohibited grounds as outlined in applicable human rights legislation and Workers Compensation Act (British Columbia). 1.7 Removal of Persons Hydro's Representative may, by written notice to the Contractor's Representative, object to any person engaged by the Contractor or any subcontractor for the performance of the Work who, as determined by Hydro's Representative in its sole discretion, has engaged in misconduct, is incompetent, or does not have adequate working knowledge of the safety rules and procedures applicable to the Project Site. Upon receipt of any such notice, the Contractor will immediately cause such person to be removed from the Project Site and the Project and promptly replaced by a person(s) with suitable qualifications and experience, at no extra cost or expense to BC Hydro. Notwithstanding any other provision in this section 1.7 of Appendix I, the Contractor and the subcontractors will retain all authority and control over their respective employees, agents and subcontractors. 1.8 No Poaching The Contractor will not invite, hire or attempt in any way to hire, workers who are working at the Project Site for another contractor, and if a worker ceases employment with another contractor at the Project Site then, unless the Contractor has the prior written agreement from the other contractor, the Contractor will not employ that worker for a minimum of 60 calendar days beginning from the time the worker ceases the previous employment. 1.9 No Gate Hires The Contractor will not hire workers directly at the Project Site who have not applied for employment through the Contractor's established usual employment application procedures. 1.10 Diversity BC Hydro is committed to developing an inclusive workplace and a diverse workforce that represents the communities BC Hydro serves within British Columbia. The Contractor will take into account this commitment in attracting and employing workers for the performance of the Work at the Project Site. 1.11 Cultural Awareness The Contractor will implement training and awareness programs for workers at the Project Site to increase cultural awareness, including aboriginal cultures. 1.12 Employment Information and Job Fairs The Contractor will post employment opportunities on the BC Hydro Site C website, or other locations, and as determined by BC Hydro acting reasonably, publications and employment agencies in the Peace River Region and the websites of local employment agencies, including opportunities for new positions or job

82 Site Prep; Clearing South Bank; Vl

openings. The Contractor will, as requested by BC Hydro acting reasonably, participate in job fairs as may be requested by BC Hydro from time to time. 1.13 General Worker Conduct The Contractor will be responsible for workers' behaviour generally on the Project Site, and with respect to the Project Site, and for workers' compliance with BC Hydro policies relating to behaviour at the Project Site. 1.14 Emergency Medical Coverage The following minimum emergency medical coverage will be provided to all workers while present in British Columbia for in order to work on the Project, and when travelling to and from the Project Site from outside British Columbia. The Contractor will provide to Hydro's Representative an "Emergency Medical Services" manual describing how the Contractor will provide the following minimum emergency medical coverage: (a) emergency medical treatment for accidental injuries or illness requiring immediate medical care; and (b) emergency medical transportation and convalescence, including: (i) medical transportation arrangements to transfer the worker to and from the nearest appropriate medical facility in the worker's home province or country of residence; (ii) if medically necessary, round trip transportation for an attendant to accompany and care for the worker; (iii) if the worker is unable to travel due to medical reasons after being discharged from a medical facility, expenses incurred for meals and accommodations until medical transport to the worker's place of permanent residence can take place up to a maximum of $2,000; and (iv) if a worker dies while travelling to or from the Project Site for work purposes from outside British Columbia or while living at or near the Project Site for work purposes, then: (1) provide transportation for one family member of the employee's immediate family to identify the body prior to its release if necessary, including reasonable reimbursement for the cost of accommodation and meals for the family member; and (2) obtain all necessary authorizations and make all necessary arrangements to transport the body to the employee's place of permanent residence, up to a maximum of $7,000. This coverage is in addition to WorkSafeBC regulations from employers regarding injuries or deaths in the workplace. 1.15 Employee Family Assistance Program Contractor will provide the following minimum level of services: (a) on-site trauma counselling in response to accidents or incidents on the Project Site, including suicide, death of a fellow worker, serious injury to an worker, mass casualty incidents, threats to safety and natural disasters; and (b) phone access to counselling for the following : (i) trauma, including suicide, death of a fellow worker or family member, serious injury to an worker, mass casualty incidents, threats to safety and natural disasters; (ii) substance abuse, including alcohol, drugs and smoking;

83 Site Prep; Clearing South Bank; Vl

(iii) family problems, including parenting, child and adolescent; (iv) marital and relationship problems, including separation and divorce; and (v) emotional, physical and psychological problems, including anxiety, anger and depression. 1.16 Application to Subcontractors The Contractor's obligations as set out in Appendix I -Labour Schedule will also apply to all subcontractors performing any of the Work at the Project Site. 1.17 Information for Workers The Contractor will make reasonable efforts to assist BC Hydro in providing information to the workers including: (a) commuter program ; and (b) logistical assistance and community services for new region residents program; 1.18 Change in Status If the Contractor becomes a signatory to a collective agreement, or ceases to be a signatory to a collective agreement, it will notify BC Hydro in writing. 1.19 Work Force Reports The Contractor will provide a monthly report, in a form satisfactory to Hydro's Representative, acting reasonably, on: (a) the Contractor's work force, broken down into number of workers per shift and the workers' turn-arounds; (b) the number of foreign workers the Contractor is employing in the performance the Work, the positions of such workers and details of their employment such as shift turn around; (c) the job categories and number of foreign workers in a job category, not including Canadian permanent residents, as relevant to support educational planning in the community; (d) the number of charter flights used for workforce travel, and total number of worker trips on charter flights, landing or taking off from the North Peace Regional Airport; (e) the number and type of apprenticeship opportunities over the previous 6 month period, and anticipated to be offered in the next 6 month period;

(f) the job categories and number of workers that the Contractor is unable to fill by hiring from the local community, in sufficient detail to assist planning for training programs; (g) the number, name and home office address of local businesses that have a contract with the Contractor and perform work on the Project. A local business is a company whose home office is located in the Peace River Regional District or the Northern Rockies Regional Municipality; and (h) the Contractor's work force, broken down by gender and number of Aboriginal persons, visible minorities and persons with disabilities. 1.20 Notification of Labour Events In the event of any labour dispute involving employees of the Contractor or subcontractors, whether at the Project Site or elsewhere, that will or may delay performance of the Work, the Contractor will provide Hydro's Representative within eight hours after the commencement of such labour dispute, a full report on such 84 Site Prep; Clearing South Bank; Vl

dispute including, to the extent known to the Contractor, the cause of the dispute, the employer and employees affected or involved, the actions being taken to end the dispute and the known or probable effect on the Work program and schedule. The Contractor will provide further reports at Hydro's Representative request. The Contractor will upon being aware immediately advise Hydro's Representative of any current or pending labour negotiations or actual, pending or threatened labour disputes that could interfere with the progress of the Project. The Contractor will take all necessary steps and develop a course of action with Hydro's Representative to ensure that the continuity and timeliness of the Project will not be jeopardized, and advise and update Hydro's Representative on all developments in the negotiations or dispute. 1.21 Other Contractor Obligations The Contractor will: (a) once every six months distribute to and collect from the Contractor's workers a short housing survey to be conducted by BC Hydro; (b) pre-book hotel and motel space if the Contractor requires more than 30 rooms for temporary accommodation to house the Contractor's workers; (c) notify Hydro's Representative if the Contractor uses a local municipal provider's potable water or wastewater system or both or enters into an agreement with a local municipal provider to use a potable water or wastewater system ; and (d) prior to beginning Work, provide Hydro's Representative with the Contractor's plan for housing its workforce. Any camp facilities or utilities must be designed, constructed, operated, decommissioned and permitted in compliance with all applicable regulations. 1.22_Global Sourcing The Contractor will , on request from BC Hydro at any time, from time to time, report on the number of foreign workers the Contractor: (a)

anticipates employing in the performance of the Work and the anticipated positions of such workers; and

(b)

is employing in ,the performance of the Work, the positions of such workers and details of their employment such as shift turnarounds.

1.23 Other Obligations The Contractor : (a) will implement a drug and alcohol policy which, at a minimum, meets the Site C Contractor Drug and Alcohol Policy Requirements - Appendix K for a Drug & Alcohol Policy; and (b) may be required to participate on a committee that includes representatives of Other Contractors who are working on the Project at the Project Site for the purpose of consulting, and, as appropriate, reaching agreements, on labour matters that may arise at the Project Site of interest to the Contractor and other contractors. The Contractor will adhere to the Terms of Reference for the committee as established by BC Hydro when established.

1.24 No Seasonal Reduced Work Activity BC Hydro expects that in-stream works may be conducted at any time, after March 15, 2015, and not confined to the least risk window.

85 Site Prep; Clearing South Bank; Vl

The Project site will be operational 365/366 days per year. 1.25 Training and Apprenticeship Contractors will facilitate and provide for training opportunities. 1.26 No employment relationship with BC Hydro The relationship between BC Hydro and the Contractor under the Agreement is that of the Contractor being an independent contractor, notwithstanding any other provision in the Agreement or anything arising out of the actions of the parties. BC Hydro and the Contractor expressly deny that it is their intention to create any partnership, joint venture, agency, employment or other relationship. Unless otherwise agreed in writing, the Contractor is not the agent of BC Hydro in any capacity whatsoever under the Agreement, and has no authority to act as an agent of BC Hydro. 1.27 Contractor Code of Conduct See Appendix C 1.28 Privacy Policy Please refer to Appendix H.

86 Site Prep; Clearing South Bank; Vl

APPENDIX J - DRAWINGS

Drawing. No.

Title

SKGJT-02

Main Summer Access & Main Winter Access

2L 102-TOS-00004

Culvert Installation Specification for NonFish Bearing Stream Access Requirements.

1016-C14-D7601-1

Pricing Map

1016-C14-07601-2

Pricing Map

1016-C14-B7603-1

Contract Map

1016-C 14-87603-2

Contract Map

1016-C14-B7603-3

Contract Map

1016-C14-87603-4

Contract Map

1016-C14-87603-5

Contract Map

1016-C14-87603-6

Contract Map

1016-C14-B7603-7

Contract Map

1O16-C 14-87603-8

Contract Map

1016-C 14-87603-9

Contract Map

1016-C 14-87603-10

Contract Map

1016-C14-B7603-11

Contract Map

1016-C14-B7603-12

Contract Map

1016-C14-B7784 1-4

Forestry Clearing

87 Site Prep; Clearing South Bank; Vl

llOOIZOOTAL

FILL SI.OPES VfRTICAL

I.JO l.IO

2.50

=1 2 .

CUT Sllll'[S llQRIZONTAL

V£RTICAL

llATERl/\l

ROCK G!Wl..!.AR SILT 00 CLAY

0.25·0.50 1.50 1.03

1mcs: llATERIAL ROCK GHIJMM SILT 00 CLAY

omrnmSI' APPROV[O BY HYDRO'S R[Pfl[Sl'lllATIVL

l/,\XllhlJ GRADE SHALL BC 107; I.I.USS

00 l.IJIJERATE TO [ASY URllAlll Ti[ Mllll!.1.1\1 CrnTRfLlllE IWllUS roo cums S!IAIL BE 20> Ill ARCAS Of DlfflC~T J[llRAIH Al[SSl'R RADIUS llAY BE usrn If APl'ROVl'D DY llYORO'S RfPRfSEllTATIVE. IH liO CASE WALL Tll RADIUS BE LESS Tll!.N 8'.

' ArTrn Cl£Allll16 RfWIE Tlf TCX'SOI L Oil OODIJllC LAITR .

COOSTRIJCT 61!AOC 1/ITH A UllllL!l'J or GROt!«l DISTl.IUl/.h'CE BY B/\l.Mtlli6 CUTS AiiO FILLS /Jll Sl'flE!DIHG TCX'SO IL, OOGAl/IC ~'ATERl/\l, Sll!ll'l.US SVDSOIL A/Ill RIPAOLE ROCK Oii Sl.lllllXJ,~11.~ ARfAS 111 A W.IMR TllAT WILL NOT DISlltl'T llATUR/\l llllAlllAG[ PhTT£RllS A/Ill WILL KOi CAUSl IJ!i'OSITllXI OF THL l/AflRIAL 11110 WATERC«XISES.

II/Sii.LL DRIDGES, ~Vl'RTS A/ID WATERBIJ1S Ill ACCOODAf,tE WIT/I lllE SP£ClflCATI011S MU OllllH Ul!AYllll6S.

FOR MAIN WINTER ACCESS OVER FIELDS AVOID SCALPlllG AND CUTS WHERE POSSIBLE

FOR MAIN SUMMER ACCESS 6.

Tl( ROID CL£hR/li6 WIDTH SllAll. RE 111[ GRfATfR Of 15m O!l 1o BEYOilll TI C TCX' Of CUTS Oil TOC OF FILLS.

CUT SLO!'ES, f ill SL(if[S IJ«J ROA!JiiAY Dlllt:llSIOOS ARE TYPICAL ~INllMIS \',~ \ CH llAY HAVE 10 BE £XC£Ellt:D TD I/HT omrn RfOUIRUIZlllS SOCll AS (~VERT· COVER, DITCH ORAlllAGL

DITCH[S SHALL DE P110'/lllt:O Al!Ul 111£ ft/TIRE

9.·

Ill HOCK UllCH DEPIH 11.IY lit llUl\IC£U lO 0.10!.I. ·

MAIN SUMMER ACCESS (MS)

ROAU IYIU!ll ·IY. CRQSSFALL

ACCESS CL£ARl l11 WIDTH

ACCESS mE

MS MW

MAIN WINTER ACCESS (MW) UGhyctro m

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Paokag• 1 Drawing 3 of 12

Treatment Un~ 2 (a+ bl : Clear All-No Grub Sllnd Cll1tadttflllct Siil

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APPENDIX K SITE C CONTRACTOR DRUG AND ALCOHOL POLICY REQUIREMENTS

88 Site Prep; Clearing South Bank; Vl

Site C Contractor Drug and Alcohol Policy Requirements Contents Purpose ...................... ................................................... .. .............................................................................. 2 Minimum Requirements: .............................................................................................................................. 2 Fitness for Work: ............. .. ..................................... ......................................................................... .......... 2 Medications: ...................... ....... ................ ................................................................................................ 2 Prohibited Actions/Conduct: .................................................................................................................... 2 Illicit drugs and alcohol ......................................................................................................................... 2 Medications (Prescription Drugs or Over-The-Counter Medicines) ..................................................... 2 Alcohol and Drug Testing Program: .......................................................................................................... 3 Pre-qualification/pre-employment ....................................................................................................... 3 Reasonable Cause I Unfit for work situations ...................................................................................... 3 Post Incident ..................... ................................................................ ... ....................... .......................... 3 Return to Work ..................................................................................................................................... 3 Consequences .................................................................................................................... .. ..................... 3 Worker Support and Rehabilitation ....................................................................................... ................... 4 Enforcement of Requirements ......................................................... ..................................................... ... ..... 4 Documentation ........................................................................................................ ......... ................ ............ 4 Appendix A: Guideline on Medications .................................................... ....... ............................................. 5 Appendix B: Alcohol and Drug Testing Procedures ...................................................................................... 6

September 10, 2014 - Page 1

Site C Contractor Drug and Alcohol Policy Requirements

Purpose BC Hydro's Site C Project has a strong commitment to provide a safe workplace for employees and other persons working or visiting the Site C Project worksites or facilities. BC Hydro recognizes the safetysensitive nature of Site C's worksites and the requirement for an alcohol and drug policy is one component of an overall comprehensive strategy to maximize safety for Site C Contractors, their respective employees, BC Hydro employees, other persons on BC Hydro property or facilities, and to protect property and the environment. Site C recognizes that the use of illicit drugs or mood altering substances, and the inappropriate use of alcohol and medications can adversely affect the safety and well-being of employees and the public, and can negatively impact the work environment, and job performance. It can also place the integrity and safety of our facilities, worksites and operations at risk. Contractors, subcontractors, and suppliers (herein collectively referred to as "Site C Contractors") performing work or carrying out work on behalf of Site C in Canada must have in place and must administer/enforce a drug and alcohol policy and testing program that meets or exceeds the following requirements set out below:

Minimum Requirements: Fitness for Work: Workers are expected to report to work fit for work and not under the influence of alcohol and/or other drugs or after-effects of alcohol and/or other drugs.

Medications: Workers are expected to responsibly use prescribed and over-the-counter medications in accordance with the physician's or pharmacist's instructions. Medications of concern are those that inhibit or may inhibit an employee's ability to perform their job safely and productively. A guideline on medications is found in Appendix A.

Prohibited Actions/ Conduct: The following actions must be prohibited while working on Site C worksites and facilities or engaged in Site C work/business:

Illicit drugs and alcohol • • •

the use, possession, distribution, offering or sale of beverage alcohol or illicit drugs or other mood altering substances, or illicit drug paraphernalia; reporting to work or being at work while under the influence of alcohol or illicit drugs or other mood altering substances; and a positive alcohol or drug test result as determined through a Contractor's testing program

Medications (Prescription Drugs or Over-The-Counter Medicines) •

the intentional misuse of medications in a manner that could negatively impact job performance (e.g. not using the medication as it has been prescribed or directed by the pharmacy, using someone else's prescription medication, combining medication and alcohol use against direction);

September 10, 2014 - Page 2

Site C Contractor Drug and Alcohol Policy Requirements •

the possession of prescribed medications without a legally medically obtained prescription; and distribution, offering or sale of prescription medications (trafficking).

Alcohol and Drug Testing Program: Contractors will have an alcohol and drug testing program that provides for testing of workers, as follows:

Pre-qualification/ pre-employment • •

Applies to safety sensitive positions only, to be conducted prior to hiring the worker/employee At the discretion of Site C Contractors, individuals already employed and working for a Site C Contractor prior to the effective date of this Contract will not be required to meet this preemployment testing requirement

Reasonable Cause /Unfit for work situations • •

Applies to safety sensitive positions only , To be conducted when reasonable grounds/suspicion exists that an employee, while at work or on Site C premises, exhibits signs indicative of the use of alcohol or drugs

Post Incident • •

Applies to both safety sensitive and non-safety sensitive positions To be conducted following a serious work-related incident (e.g. fatality, serious personal injury requiring medical attention away from site, environmental incidents that cause adverse effects, significant damage/loss to property equipment or vehicles, etc.) as part of a full investigation into the circumstances.

Return to Work • •

Applies to both safety sensitive and non-safety sensitive positions Where employment is continued after a Policy violation program, employees will be required to pass a return to work test and be subject to unannounced testing as a condition of continued employment. Unannounced testing may be used as a monitoring tool to support the recovery of any employee assuming duties after treatment for an alcohol or drug dependency

When drug testing is conducted it will comply with applicable laws and the requirements set out in Appendix B.

Consequences Site C Contractors will remove a worker from the Site C facilities and/or worksites if they appear on site while under the influence of alcohol or drugs. Workers tested as a result of reasonable cause or post-incident circumstances will be removed from work . until the investigation is complete. Depending on the test result, a fitness for work assessment may also be 1

Safety Sensitive Position Definition: a) a position that has the ability to create hazards or danger to other individuals, the community or the environment b) a position in which individuals have a key and direct role in an operation where performance impacted by alcohol or drug use could result in a serious incident or a failure to adequately respond to a serious incident, and could affect the health, safety or security of the employee, other persons, property or the environment)

September 10, 2014 - Page 3

Site C Contractor Drug and Alcohol Policy Requirements required before a worker can return to work. A positive drug test and/or an alcohol test result of .04 BAC or higher and/or a refusal or failure to test are considered a violation of this Policy. If a worker tests positive, such worker will be prohibited from working at or entering Site C worksites or facilities or carrying out work on behalf of Site C until such worker is cleared to return to work. When BC Hydro is prime, BC Hydro reserves the right, based on reasonable grounds and/or postincident, to request a Site C Contractor to conduct an alcohol and/or drug test on any of the Site C Contractors' workers while on Site C worksites and/or facilities. Such individual will be removed from Site C worksites and not returned until certification is provided by the Site C Contractor that the individual has tested negative or that the individual is participating in a rehabilitation program for substance abuse and BC Hydro's consent provided to reinstate such individual.

Worker Support and Rehabilitation A Site C Contractors' Alcohol and Drug Policy must respect the duty to accommodate in the case of disability due to alcohol or drug dependence and provide for worker access to medical and rehabilitation assistance such as: â&#x20AC;˘ medical benefits if available, and â&#x20AC;˘ return to work agreements following treatment. Site C Contractors are to encourage workers who have an alcohol or drug dependency to access an employee and family assistance program, their personal physician or appropriate community services for assistance and support. Workers who return to work following treatment (i.e. residential or out-patient treatment) for alcohol or drug dependency/addiction will be required to participate in an aftercare program to assist them to maintain recovery. Workers will be required to enter into return to work agreements which outline the conditions of their return to work.

Enforcement of Requirements Site C Contractors are expected to enforce these requirements at all times. Violation of any of these requirements will subject the contractor and/or employee(s) to denial of entry to Site C Project worksites and facilities . BC Hydro shall have the right to terminate a Site C Contractors' contract for material breach in addition to any other remedies that may be available at law.

Documentation Contractors must maintain records that validate compliance with these requirements, which may, from time to time, be subject to auditing by BC Hydro. Such records must include: drug and alcohol testing statistics.

September 10, 2014 - Page 4

Site C Contractor Drug and Alcohol Policy Requirements

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Appendix A: Guideline on Medications All employees are expected to responsibly use prescribed and over-the-counter medications in conjunction with work. The following drug categories can have a negative impact on performance, and are provided as a guideline to employees in assessing their own situation. The list is not exhaustive; there are numerous other over-the-counter and prescription drugs which when taken may impact negatively on overall safe performance. Therefore, employees are expected to consult with their personal physician a pharmacist or another health professional to determine if use of the medication can have any potential negative impact on job performance. If advised the medication they are using will affect their ability to operate safely, the employee is expected to advise their supervisor of any need for modified work. In this situation, a medical work modification may be issued, and the employee may be assigned to alternate duties if available and at the discretion of the Contractor. The Contractor must reserve the right to confirm the nature and duration of any required work modification with the treating physician without any breach of medical confidentiality or privacy laws.

Antih istamines - are widely prescribed for hayfever and other allergies (e.g. Allegra, Dimetane). They are also found in many cold medications. These medications may cause drowsiness.

Motion Sickness Drugs - are used to prevent motion sickness and nausea (e.g. Gravol, Antivert). Side effects may include drowsiness.

Barbiturates, Sedatives, Hypnotics, Tranquilizers, Antidepressants - (e.g. Ativan, lmovane, Paxil), Potential side effects may include mild sedation, hypnotic state, dizziness or drowsiness.

Narcotics - (e.g. Demerol, Codeine, OxyCotyn and Percoset). Codeine is often found in combination drugs such as 222s or 292s or Tylenol l,2,3s. Drowsiness, dizziness, and lightheadedness may be side effects.

Stimulants - Medication used for central nervous system stimulation and for appetite suppression can produce sensations of well-being which may have an adverse effect on judgment, mood and behaviour (e.g. amphetamines or medications sold as "diet pills").

Anticonvulsants - are used to control epileptic seizures and can cause drowsiness in some patients (e.g. Dilantin).

Muscle Relaxants - are used to treat musculoskeletal pain. Most common side effects are sedation and drowsiness (e.g. Flexeril, Robaxisal).

Cold Tablets/Cough mixtures - in particular, nighttime remedies can cause drowsiness (e.g. Sinutab, Contac, Triaminic, Tussionex and preparations containing dextromethorphan (DM) or codeine).

Medical Marijuana - Marijuana is categorized as a controlled substance; however, the new Marijuana for Medical Purposes Regulations allow physicians to authorize use of marijuana for treatment purposes. Its use can present serious negative impacts on performance at work.

September 10, 2014 - Page 5

sfri ~Jicl!EAN . Site C Contractor Drug and Alcohol Policy Requirements

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Appendix B: Alcohol and Drug Testing Procedures The alcohol and drug testing process is based on rigorous collection, analysis and reporting procedures designed to ensure the accuracy and integrity of the results. Steps in the testing process are highlighted below.

1. Testing will be conducted in those circumstances outlined under the Contractor Policy to determine the presence of six classes of drugs: cannabinoids, amphetamines, cocaine, opiates, phencyclidine and alcohol. If the Contractor concludes there is justification to include additional drugs in this list, employees will be advised of the change. Testing for additional drugs may also be required on an individualized basis on the advice of a treatment centre or substance abuse professional in a posttreatment situation.

Collection of specimens for drug testing and administration of alcohol tests will be performed by trained collection agents, All individuals who are tested are required to sign a form to acknowledge the accuracy of the employee and collector information and authenticity of the specimen(s). They will be given a copy of the forms for their records.

Alcohol tests will be administered by a calibrated evidential breath analyzer with a printout of test results. Drug tests will be administered by urinalysis either using split sample collection for transfer to the laboratory, or using a Point of Collection (quick test) urine drug screen at the collection site with confirmation testing at the lab should it be required. Laboratory analysis of oral fluid samples may also be a part ofthis program using parallel technology.

All laboratory testing will be conducted by a fully qualified and accredited laboratory performing a confirmation test by gas chromatography/mass spectrometry (GC/MS).

Laboratory confirmed positive drug test results will be reviewed by a qualified Medical Review Officer (MRO) or equivalent. This is an independent physician who will endeavour to discuss the result with the employee in an effort to determine whether a positive test could have resulted from the legitimate use of medications. The individual concerned will be given an opportunity to explain the finding to the MRO who will then determine whether the result will be reported to the Contractor Program Administrator as a negative, or a verified positive, or a tampered or substituted specimen result.

In the case of a verified positive drug test result, or a tampered or substituted finding, the employee may ask the MRO to require the split sample to be tested (or for single sample collection, their sample to be retested) within seventy-two (72) hours of receiving their results. If a second confirmed positive test is reported, the person who requested the second analysis is responsible for reimbursing the Contractor for the associated costs.

If the test is reported as dilute and negative, or cancelled because the specimen is invalid, the employee will be required to provide an additional specimen for testing as soon as possible.

All test results will be reported directly to the Contractor's Program Administrator or designate. Except for the release of information in accordance with this Policy and in situations affecting the health and safety of workers and the public, results of all testing will be maintained by the Program Administrator and kept confidential unless otherwise required by law or authorized by order of a tribunal or court.

September 10, 2014 - Page 6

Site C Contractor Drug and Alcohol Policy Requirements 9.

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Testing levels should be based on generally accepted industry and medical standards (e.g. similar to those developed by United States Department ofTransportation, Construction Owner's Association of Alberta, and the Construction Labour Relations Association of British Columbia}.

September 10, 2014 - Page 7

iC Hydro Power smart

Statement of Objectives

Project Title:

Site G Glean Energy Project

SAP Project #:

YM-80004

Project Manager:

1 . Project data 1.1 Standard References Project Phase:

Implementation

Originating Organization:

SiteC

Project Initiator: Project Sponsor;

Project Manager: Vice President & Project Director, Site C:

1.2 Statement of Objectives Revision History Phase/Stage

Revision No

Date

Implementation Phase

December 11, 2015

Implementation Phase

May 31, 2016

Implementation Phase

July 5, 2016

1.3 Project Background BC Hydro will develop a dam and hydroelectric generating station on the Peace River in northeast British Columbia; referred to as the Site C Clean Energy Project (Site C

or the Project). Site C will be the third hydroelectric generating station on the Peace River and would be located downstream of existing generating facilities at G.M. Shrum and Peace Canyon and their respective Williston and Dinosaur reservoirs. Given the long lead time and the scope of evaluation and development work required for a major hydroelectric facility, BC Hydro adopted a multi-stage approach for the planning and evaluation of Site C. This approach provides multiple decision-making

points during project development, and focuses on specific deliverables and objectives at each stage. e

Stage 1 : Review of Project Feasibility (2004 to 2007). The review of project

feasibility concluded that it would be prudent to continue to investigate Site C as a potential resource option to address the growing electricity supply gap within the province. â&#x20AC;˘

Stage 2: Consultation and Technical Review (2007 to 2009). Stage 2 included comprehensive consultations with Aboriginal groups, the public and stakeholders, as well as advancing environmental studies, field studies, engineering design and technical work.

ÂŽ

Stage 3: Environmental and Regulatory Review (2010 to 2014). Stage 3 included a cooperative federal-provincial environmental assessment, including an independent Joint Review Panel process.

Document ID:

lementation Statement of Objectives

Document Owner: Release Date:

2016-07-05

PPM Practices template: 2015-1211

Revision No.:

Page:

1 of 8

BC Hydro Power smart

Statement of Objectives

â&#x20AC;˘

Stage 4: Stage 4 included obtaining approval to proceed to construction from the provincial government as well as other regulatory permits and approvals.

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Stage 5: Construction. The final stage includes construction, project

commissioning, site reclamation, and demobilization. The Site C project received federal and provincial environmental approvals in October 2014. These approvals followed a rigorous three-year review that concluded the effects of the project are justified by the long-term benefits it would provide. The final investment decision by BC Hydro's Board of Directors and the Shareholder

was issued in December 2014. Site preparation activities started in June 2015, with full project construction beginning in spring 2016.

Project Initiator's Statement of Summary Requirements 2.1 Statement(s) of the business problem or opportunity and the required response Opportunity The opportunity for Site C has been described and evaluated multiple times over

Stages 1 through 4 of the project. The opportunity at the time of the decision to proceed to the implementation phase of the project was based on analysis completed as part of three processes: -

The 2013 Integrated Resource Plan (2013 IRP)

The Site C Environmental Impact Statement (EIS) and the associated Joint

Review Panel (JRP) process The review process to support the Government Final Investment Decision (FID) on the Site C project.

Both the 2013 IRP and the EIS/JRP process were performed on a common underlying basis, which included: -

The 2012 Load Forecast

The 2013 IRP assessment of existing and committed resources The 2013 Resource Options Update

Site C ratepayer costs prior to the 1 0-year Rates Plan.

The 2013 IRP and EIS/JRP concluded that Site C offered the best combination of financial, technical, environmental and economic development attributes as compared to portfolios of comparable resource options, and is the preferred option to meet the need for energy and dependable capacity within the planning horizon.

The FID analysis used the same underlying basis as the 2013 IRP and EIS/JRP but reflected updated information developed as part of the FID process, including: -

Review of the impacts of the 2014 Load Forecast on the economic case for-Site C

Extending portfolio modelling for the full 70-year economic planning life of the Site C project from the 30-year basis in the 2013 IRP Updated project schedule and capital cost reflecting changes made by Government during the Site C FID process Potential lower costs of IPP resources

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Reflection of the impact to ratepayer cost of Site C from the 1 0-year Rates Plan.

The FID analysis resulted in the same conclusion as the 2013 IRP and EIS/JRP - that Site C was the preferred option to meet the need for energy and dependable capacity within the planning horizon.

The results of these analyses are consolidated and described in the Business Case to support the Financial Investment Decision of December 2014. As per this business case, electricity demand in B.C. is expected to increase by approximately 40 per cent over the next 20 years, excluding any load from liquefied natural gas (LNG) facilities and before accounting for Demand Side Management (DSM) energy and associated capacity savings. Load from new LNG facilities that may request service from BC Hydro would further increase this load. BC Hydro looks to DSM as its first resource to meet customer demand, and the approved 2013 IRP sets an aggressive DSM target of 7,800 gigawatt hours per year (GWh/year) of energy savings and 1 ,400 megawatts (MW) of associated capacity savings by Fiscal (F) 2021 : o

With DSM, it is projected that there will be a shortfall in BC Hydro's ability to meet peak capacity demand commencing in 2019, and a shortfall in total supply of energy commencing in 2022, using a mid-range load forecast and an expected LNG demand of 3,000 GWh/year.

ÂŤ

With DSM and without LNG the capacity shortfall remains the. same (201 9) and the energy shortfall begins in 2028.

In order to meet these energy and capacity Load-Resource Balance gaps, additional resources are required to meet both the energy and capacity needs of BC Hydro's customers.

As previously stated, based on the analysis of alternative resource options in the 2013 IRP and confirmed through due diligence completed at the FID, Site C provides the best combination of financial, technical, environmental and economic development attributes and is therefore the preferred option to meet the need for energy and dependable capacity within BC Hydro's planning horizon. Site C was identified as having the lowest levelized Unit Energy Cost at $82 per megawatt hour (MWh) ($62 per MWh on a cost of service basis), the lowest present value cost under expected conditions, the lowest projected impact on ratepayers, and the lowest level of greenhouse gas emissions from all of the portfolios of alternatives considered. Site C would also optimize the use of the Williston Reservoir, enabling Site C to deliver approximately 35 per cent of the energy produced at the W.A.C. Bennett Dam, with only five per cent of the reservoir area. Refer to the Site C Business Case for further details. (Mp://ppm/projects/YM80004/ProiectDocuments/YM-80004.4.Z/YM-80004.4.Z.01/YM-

8QQ04.4.Z.01 .001/Proiect Plan/E Business Case/1016.Z.15.Q01.FIN.00001. BUS Appx E - Business Case.pdf)

Required Response

Build Site C for the earliest in service date of F2024 in order to add an earthfill dam and generating facility to the BC Hydro system, with the following characteristics: Six Francis turbines capable of providing the following: o An average of approximately 5, 1 00 GWh/year of annual energy to the BC Hydro system Document ID:

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Statement of Objectives Approximately 1 , 1 00 MW of dependable capacity

An operating life of more than 100 years Spillway capacity of 16,500 m3/s at Maximum Flood Level 466.3 m An earthfill dam that will impound a reservoir with the following characteristics:

o o

Maximum normal operating level of 461.8m Minimum normal operating level of 460.0m

Substation and transmission infrastructure to connect the Site C generating

station to the Peace Canyon switchgear building Site C shall be constructed in accordance with the detailed User Requirements

developed for the project which can be found in Appendix K of the Project Plan. The construction of Site C is subject to obtaining all appropriate permits required to

undertake the work and fulfilling the Crown's duty to consult, and where appropriate, accommodate Aboriginal groups.

2.2 Safety, Security (Critical Infrastructure Protection) and Confidentiality Requirements 4

Comply with NERC protection standards during construction of all critical infrastructure Incorporate Safety by Design principles into the dam, powerhouse, station and transmission design and construction

Provide perimeter security during the construction of critical infrastructure

2.3

Maintenance and Operational Requirements The Maintenance and Operational Requirements for the Project are embedded in the User Requirements which can be found in Appendix K of the Project Plan.

2.4 Aboriginal Relations Business Strategy Requirements The Aboriginal Relations Business Strategy Requirements for the Project can be found In Appendix U of the Project Plan.

2.5 Project Initiator's Interim Decision Requirements No interim decisions are expected.

Project Manager's Proposed Summary Objectives to Achieve Requirements 3.1 Scope Objectives Site Preparation Activities:

Clearing of the Dam site area

Construction of access roads and a temporary construction bridge across the Peace River near the dam site

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Upgrades to Ministry of Transportation & Infrastructure roads (OFR, 240, 269 and 271 Roads) Construction, operation and decommissioning of a worker accommodation camp Installation of construction power and telecommunications Construct and Commission: An earthfill dam, approximately 1,050 metres long and 60 metres high; A buttress of roller-compacted concrete to support the valley wall, provide the

foundation for the concrete structures and form the south abutment of the earthfill dam; Two .10.8 metre diameter diversion tunnels and associated intake and outlet structures;

Slope stabilization of the north bank above the dam site; A 1 ,100-megawatt hydroelectric generating station with six Francis turbine generating units and associated intake structures, penstocks and spillways;

Spillway capacity of 16,500 m3/s at Maximum Flood Level 466.3 m

An 83-kilometre-long reservoir with a maximum surface area of 9,330 ha;

Maximum normal operating level of 461 ,8m

Minimum normal operating level of 460.0m

Erosion protection at Fludson's Hope and locations adjacent to Highway 29 as required; Realignment of six sections of Highway 29 over a total distance of approximately 30 kilometres; Construct the Site C South Bank Substation; Two 75-kilometre 500kV transmission lines to connect the new Site C substation

to BC Hydro's existing Peace Canyon switchgear building including clearing and access;

Three 1 -kilometre 500kV transmission lines to connect Site C Substation to Site C Powerhouse;

Expansion of the Peace Canyon Gas Insulated Switchgear; Upgrades at various stations; and Reservoir utilities relocation including transmission and distribution lines. General Management:

Implement all engineering, design, procurement, environmental, regulatory and permitting and construction activities as detailed in the general management work packages. Mitigation and Compensation:

Address Environmental Assessment Certificate and Canadian Environmental Assessment Act conditions, and as applicable permits and authorisations, and

includes the following work packages:

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#—Implement all of the authorized regulatory conditions including all the agreed mitigation and compensation requirements and benefits agreements Fish and Fish Habitat, including construction of temporary and permanent fish passage facilities, habitat mitigation programs and follow-up monitoring «

Vegetation and Wildlife, including habitat mitigation and compensation, retention of conservation lands, and follow-up monitoring

Community Benefits and Community Issues, including measures to address community issues and create lasting benefits

Social and Land Programs, including measures to address transportation and community infrastructure, recreation and reservoir boat launches, and agriculture

Physical Environment Monitoring, including water quality, groundwater quality, air quality, noise, climate, and greenhouse gas emissions reporting during construction

Heritage, including mitigation of paleontological, archaeological and historical sites, and provision of compensation funds to support local museums General Rights, Taxes and Grants:

Acquire the properties and rights necessary for construction and operation of all Site C assets

Aboriginal Relations:

Consult with Aboriginal groups consistent with the honour of the Crown; and

Negotiate and conclude agreements with Aboriginal groups that meet goals and interests of the parties, and which fulfill Environmental Assessment process requirements

Site Reclamation, Demobilization and Project Closure In accordance with the Construction Environmental Management Plan, restore and revegetate disturbed construction areas to a safe and environmentally acceptable condition as appropriate to the Project's temporary and permanent land use objectives

Prepare project deliverables for acceptance by Generation and Transmission, Distribution & Customer Service in accordance with Generation Operating Order 1G-30 (Plant) and System Operating Order 1T-35 (Switchyard) Testing and commissioning Verify deficiencies are completed +

Perform Completion Prepare and issue Project Completion Report

Perform project documentation closeout filing

Complete all financial account transfers and closeout of project accounts

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3.2 Schedule Objectives The approved Final Investment Decision (FID) schedule is described below. The

Project has advanced implementation phase activities to mitigate schedule risk.

3.3

FID Date

Description

October 2020

5L5 500kV Transmission Line In-Service

1.01

November 2020

Site C Substation In-Service

1.01

July 2023

5L6 500kV Transmission Line In-Service

1.01

December 2023

Unit #1 In-Service

1.01

February 2024

Unit #2 In-Service

1.01

May 2024

Unit #3 In-Service

1.01

July 2024

Unit #4 In-Service

1.01

September 2024

Unit #5 In-Service

1.01

November 2024

Unit #6 In-Service

1.01

Milestone Code

Cost Objectives BC Hydro is committed to delivering the Site C Clean Energy project within the

expected project cost and Authorized Amount of $8,335 billion in loaded, nominal dollars. There is an additional reserve held by Treasury Board of $440 million.

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Approvals is appointed Project Director with authority and responsibility in

accordance with the Project Management Policies and Procedures of BC Hydro, Capital Infrastructure Project Delivery and Engineering.

Accepted by: Project Manager

Dat

and Director Operations, Site C

Accepted by: VP and Project

bit

Director, Site C

xJuiAA S",ÂŁWfc

Reviewed by: Finance

Date J

Director, Site C

Reviewed1 by: ^^^^Pfincipal

Date

Engineer for Project Management

Initiator: Sr. VPr

Bate '

Generation

xoiCa

Sponsor:

Deputy CEO

ate

1 For compliance with PPM Practices. Document ID:

YM8000^mplementation Statement of Objectives

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SiteC

CONTRACT SOURCING REQUEST

Please fill out this form and submit via email to\ ALL NON-OPTIONAL FIELDS MUST BE COMPLETED Requestor:

New Contract

Contractor name and CO:

Change Order

Work Release

RFP 1296 - Supply and Installation of Turbines and Generators Procurement

(for work releases / change orders only)

SCOPE OUTLINE- Participation Payment Agreement for 3 shortlisted proponents for the Turbine Generator RFP 1296 Description

Term

The RFP for the Turbine Generator procurement contemplates a participation payment agreement that needs to be executed prior to the award to the preferred proponent of the RFP. At present there have been 3 shortlisted proponents selected through the RFSQ process.

Under section 4.5 of the RFP, there is a partial compensation clause for

participating in the competitive model testing and RFP. The clause contemplates that the following payments to each of the shortlisted proponents under the RFP : upon completion of fabrication drawings for the Turbine model upon submission of a bona fide Proposal ( RFP) to each unsuccessful proponent upon selection of the preferred proponent

The participation agreements have been drafted by BCH in consultation

with legal counsel|

nd have been executed by the shortlisted proponents and are now awaiting execution by BCH.

The payment amounts

were previously approved by the

IET and Site C - EVP in consultation with Finance and Procurement as being reasonable amounts to compensate the shortlisted proponents for participating in the process.

| The funding for the first set -of payments has been budgeted as part of the pre-construction work plan that was approved by the Board in February 2013 for payments made prior to October 2014 ( EA Certification) . Payments after certification are budgeted within the total capital cost estimate.

It is recommended to proceed with signing the 3 participation payment

TG Participation Payment Agreements 24/02/2014

December 2013 December 2015

agreements and make payments as per the payment schedule.

FUNDING Estimate of

Budget Source

Contract Value

Additional Information: â&#x20AC;˘

Schedule for award of the TG contract: RFP open - 5 Feb 2013 RFP Closes - 1 Nov 2014

RFP Award - 1 Nov 2015

Routing: Prepared by:

Reviewed by:

Approved by:

TG Participation Payment Agreements 24/02/2014

Funding Available?

This is Exhibit 'U" mentioned and referred to in the Affidavit of Robert McCullough, affirmed before me in the City of Portland, in the

State of Oregon, this 31st day of January, 2018.

1 j

% â&#x20AC;&#x201D;

A Notary Pug-nc, ^tc:

tMel

BtcJ. -V/'./J

OFFICIAL STAMP

CSv

Sl&TRACEY ELIZABETH BELDING NOTARY PUBLIC-OREGON COMMISSION NO. 939746 MY COMMISSION EXPIRES JUNE 03,2019

(18001-001/00637997.1)

Execution Version

SITE C PROJECT TRIPARTITE LAND AGREEMENT March 22 This Agreement is dated ____________, 2017 BETWEEN: HALFWAY RIVER FIRST NATION, a “band” within the meaning of the Indian Act, R.S.C. 1985, c. 1-5 for and on behalf of itself and all of its Members, as represented by its Chief and Council (“HRFN”) AND: HER MAJESTY THE QUEEN IN RIGHT OF BRITISH COLUMBIA, as represented by the Minister of Aboriginal Relations and Reconciliation (“British Columbia”) AND: BRITISH COLUMBIA HYDRO AND POWER AUTHORITY, a corporation continued under the authority of the Hydro and Power Authority Act, R.S.B.C. 1996, c. 212, as amended (“BC Hydro”) WHEREAS: A.

BC Hydro is undertaking the Site C Project as part of an overall regeneration program to invest in and renew British Columbia’s electricity system and as a source of clean and renewable energy;

The Site C Project is located in territory covered by Treaty 8 over which HRFN has Section 35 Rights;

BC Hydro has been issued the Environmental Assessment Certificate and Federal Decision Statement authorizing the Site C Project, with conditions, and BC Hydro is legally obligated to and will comply with their conditions;

Concurrent with this Agreement, BC Hydro and HRFN have entered into an Impact and Benefits Agreement and a Contracting Agreement relating to the Site C Project and its Operation;

240150.00154/91186584.4

This Agreement provides for the transfer of certain Lands and the protection of other lands identified in this Agreement which are intended to assist with HRFN’s economic and social development and to ensure that there are opportunities for HRFN to exercise its Section 35 Rights.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration the receipt and sufficiency of which the Parties acknowledge, the Parties agree as follows: ARTICLE 1 - INTERPRETATION 1.1

Definitions. In this Agreement: “Adequate Survey” means a survey that meets the requirements for Land Title Office registration as defined under the Land Title Act, R.S.B.C. 1996, c. 250; “Agency” means any permitting, regulatory or government decision-making body from whom an Authorization is required or to whom an application for an Authorization is made, or that is making a decision or developing a plan in respect of the Site C Project; “Agreement” means this Tripartite Land Agreement, including the Schedules and any agreement, document or instrument executed or delivered pursuant to this Agreement; “Authorization” means any approval, permit, licence, tenure or other authorization applied for, issued or required to enable the development and construction of the Site C Project and its Operation, including: (a)

the EAC and the FDS;

(b)

any approval by Fisheries and Oceans Canada, Transport Canada, Natural Resources Canada or any other federal department;

(c)

any approval by Ministry of Forests, Lands and Natural Resource Operations, Comptroller of Water Rights, Ministry of Energy and Mines, or any other provincial department;

(d)

any decision required to enable the Site C Project and its Operation by any other Public Official acting in its, his or her official capacity for or on behalf of the identified organization; and

(e)

any amendments to the foregoing which may be required from time to time, except any Material Change;

“Band Council Resolution” means a resolution of the HRFN band council, duly passed in accordance with the Indian Act, R.S.C. 1985, c. I-5, substantially in the form set out in Schedule A “1”;

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“Chowade Area” means the area identified as the “Chowade Watershed” on Schedule C “1”; “Closing Date” means the date or dates on which the documents for the transfer of the Lands to a Designated Entity are uploaded to the electronic meet and are filed in the Land Title Office; “Confirmation Letter” means the letter to be provided by HRFN to British Columbia in the form set out in the Impact and Benefits Agreement; “Contracting Agreement” means the Contracting Agreement entered into concurrently with this Agreement between BC Hydro and HRFN, as such agreement may be amended from time to time; “Crown Corridor” means a highway, as defined in the Transportation Act, S.B.C. 2004, c. 44 and the area of any other licence, easement, right-of-way or road over Crown land that is used for transportation or public utility purposes and that, where the Lands are not surveyed or have to be re-surveyed, is identified in Schedule B “1”; “Crown Grant” means a Crown grant as defined in the Land Act, R.S.B.C. 1996, c. 245; “Designated Entity” means a legal entity which HRFN has designated to take fee simple title to any of the Lands; “Effective Date” means the date on which the last of this Agreement, the Impact and Benefits Agreement and the Contracting Agreement is fully executed by all of the Parties; “Environment Assessment Certificate” or “EAC” means the provincial Environmental Assessment Certificate #E14-02 authorizing the Site C Project, issued to BC Hydro on October 14, 2014 pursuant to the British Columbia Environmental Assessment Act, S.B.C. 2002, c. 43; “Federal Decision Statement” or “FDS” means the federal Decision Statement authorizing the Site C Project, issued to BC Hydro on October 14, 2014 (and reissued on November 25, 2014) pursuant to the Canadian Environmental Assessment Act, S.C. 2012, c. 19, s. 52; “Force Majeure Event” means any act of God (including lightning, earthquakes, storms, landslides, floods, fires and epidemics), strikes, lockouts or other industrial disturbances, explosions, wars, blockades, insurrections, riots, the order of any court or governmental authority, breakages of or accidental damage to machinery or equipment, or any other event or cause not within the control of the Party and which, by the exercise of due diligence, such Party would be unable to overcome; provided that lack of funds and economic hardship shall not constitute a Force Majeure Event;

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"GST" means the goods and services tax imposed under the Excise Tax Act, R.S.C. 1985, c. E-15 (Canada) or equivalent tax imposed under federal or provincial law; “Impact and Benefits Agreement” or “IBA” means the Impact and Benefits Agreement entered into concurrently with this Agreement between BC Hydro and HRFN, as such agreement may be amended from time to time; “In Service Date” means the date, of which notice is provided by BC Hydro to British Columbia and HRFN pursuant to the IBA, on which the first of the six generating units that form part of the Site C Project is, in the determination of BC Hydro, capable of continuously generating electricity in a manner that meets BC Hydro’s system interconnection requirements, as those requirements are described in the BC Hydro document entitled “60kV to 500 kV Technical Interconnection Requirements for Power Generators” and as that document may be updated, amended or replaced from time to time; “Land Management Measures” means the measures identified implemented under 14.5 to protect the SCHEDULE C “1” Lands;

and

“Lands” means the provincial Crown lands identified for illustrative purposes in Schedule B “1” and described in Schedule B “2”; “Material Change” means any material change to the Site C Project that: (a)

cannot reasonably be considered to constitute part of the Site C Project and its Operation within the intended operating parameters as set out in the EAC or FDS; and

(b)

causes new and substantial adverse effects on HRFN Section 35 Rights which have not been avoided, mitigated or otherwise accommodated;

“Member” means an individual who is, or is entitled to be, listed on a HRFN band list pursuant to section 8, or if applicable a member of HRFN as determined pursuant to section 10, of the Indian Act, R.S.C. 1985, c. I-5, and includes the heirs or legal representatives or successors of each such individual, and all those Aboriginal persons who are eligible or entitled to exercise HRFN Section 35 Rights; “Operation” means the ongoing use, operation and maintenance, repair, replacement, upgrade, removal, abandonment or required remediation, of all or any part of the constructed Site C Project, or of any other Works that are required or undertaken to make the Site C Project functional for its intended use and purpose, or any other activity required in connection with any of the foregoing, from the In Service Date to the completion of decommissioning of the Site C Project as determined by BC Hydro in its discretion and of which notice is provided by BC Hydro to HRFN pursuant to the IBA;

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“Parties” means British Columbia, BC Hydro and HRFN, or their permitted successors or assigns, and “Party” means any one of them; “Permitted Encumbrances” means the reservations, exceptions, liens, charges, and interests described in Part 1 and 2 of Schedule B “3” for each of the Lands or any other Permitted Encumbrances agreed to by the Parties and registered as a charge on title; “Proceeding” means any claim, demand, cause of action or action made before a court or any proceeding before a court, including a judicial review or appeal of an Agency or a court decision, or any hearing before an Agency or other board, commission, tribunal, arbitrator or other judicial, quasi-judicial or administrative decision-maker; “Proximate Land” means the land within CP 212 or other lands identified for illustrative purposes in Schedule B “1” and described in SCHEDULE B “2” as Proximate Land; “PST” means the sales tax imposed under the Provincial Sales Tax Act or equivalent tax imposed under federal or provincial law; “Public Official” means: (a)

the British Columbia Cabinet or Treasury Board, or the board of directors of BC Hydro;

(b)

any minister, official, employee, contractor, agent or representative of British Columbia or Canada, including any statutory decision-maker; or

(c)

any director, officer, employee, contractor, agent or representative of a government corporation, including BC Hydro;

“Schedule C Lands” means the area identified for illustrative purposes in Schedule C “2” which may be subject to a land management measure and which, for greater certainty, will not be transferred to HRFN; “Section 35 Rights” or “HRFN Section 35 Rights” means the Aboriginal and treaty rights of HRFN, including as an adherent to Treaty 8, recognized and affirmed by section 35(1) of the Constitution Act, 1982; “Site C Project” means the proposed third dam and hydroelectric generating station on the Peace River and associated structures on or adjacent to the Peace River in northeastern British Columbia, as more fully described in Schedule D “1” and Schedule D “2”, but does not include a Material Change; “Site C Project and its Operation” means Site C Project and its Operation, the Site C Project or its Operation, or both;

240150.00154/91186584.4

“Treaty 8” means Treaty No. 8, a treaty concluded on several dates in 1899 and in subsequent years between Her Majesty the Queen by her Commissioners for Canada and the Cree, Beaver, Chipewyan and other First Nations, inhabitants of the territory described in the Treaty 8 document, and each other signatory or adherent to Treaty 8, including HRFN as a successor to the Hudson’s Hope Band; and “Works” includes licences, easements, rights-of-way, roads, telecommunication services, components, equipment, infrastructure and facilities, including transmission lines, related to the generation, transmission or distribution of electricity. 1.2

Schedules. The following are the Schedules to this Agreement: HRFN Administrative Schedules • Schedule A “1” – Form of Band Council Resolution Land Transfer Schedules • Schedule B “1” – Map(s) of Lands • Schedule B “2” – Description of Lands • Schedule B “3” – Permitted Encumbrances • Schedule B “4” – Form of Permitted Encumbrances • Schedule B “5” – Form C Additions to Reserve Restrictive Covenant • Schedule B “6” – Designated Entity Agreement • Schedule B “7” – GST Certificate • Schedule B “8” – Consent of HRFN in relation to Property Transfer Tax Matters Land Management Schedules Schedule C “1” – Map of Chowade Area Schedule C “2” – Map of Land Act No Disposition Area and Mineral Tenure Act No Registration Reserve Area

• •

Site C Project Schedules • Schedule D “1” – Map of Site C Project Area • Schedule D “2” – Site C Project Description 1.3

Schedules B “1” and B “2”. For greater certainty, Schedule B “1” and Schedule B “2” will identify those Lands which may be added to HRFN IR No. 168 or designated as a new HRFN reserve under 13.1 and those Lands whose addition to reserve including HRFN IR No. 168 will be reviewed by British Columbia on a case-by-case basis under 13.2.

1.4

Amendment of Schedules. The Parties acknowledge that the Schedules will need to be updated by agreement of the Parties after the Effective Date.

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ARTICLE 2 â&#x20AC;&#x201C; PURPOSE 2.1

2.2

2.3

Purpose. The purpose of this Agreement is to: (a)

identify and transfer fee simple interest in certain parcels of provincial Crown land identified as Lands from British Columbia to HRFN;

(b)

provide a process for the issuance of a First Nations Woodland Licence to HRFN covering a portion of the Chowade Area;

(c)

implement those Agreement;

(d)

in conjunction with the Contracting and Impact and Benefits Agreements, confirm that HRFN has been adequately consulted and accommodated with respect to any potential adverse impact of the Site C Project and its Operation on and any infringement of HRFNâ&#x20AC;&#x2122;s Section 35 Rights; and

(e)

in conjunction with the Contracting and Impact and Benefits Agreements, provide British Columbia and BC Hydro with legal certainty with respect to the Site C Project and its Operation.

Land

Management

Measures

identified

this

Impact and Benefits Agreement. The Parties agree that BC Hydro and HRFN will enter into and execute the Impact and Benefits Agreement concurrent with the execution of this Agreement, in order to: (a)

ensure that BC Hydro provides benefits to HRFN in relation to the Site C Project; and

(b)

establish and foster a long term, collaborative and positive working relationship between BC Hydro and HRFN with respect to the Site C Project and its Operation.

Contracting Agreement. The Parties agree that BC Hydro and HRFN will enter into and execute the Contracting Agreement concurrent with the execution of this Agreement, in order to: (a)

provide employment, training and contracts to and with HRFN and its Members;

(b)

provide HRFN Businesses (as defined therein) with work related to the construction of the Site C Project; and

(c)

define the mechanisms by which BC Hydro and HRFN Businesses (as defined therein) will work together to provide economic opportunities related to the construction of the Site C Project.

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2.4

Separate Agreements. This Agreement is a separate agreement from the Impact and Benefits Agreement and Contracting Agreement and is governed by its terms. ARTICLE 3 - TERM AND TERMINATION

3.1

Coming into Effect. This Agreement commences on the Effective Date and continues for the life of the Site C Project and its Operation, unless terminated under 3.2.

3.2

Delay, Suspension or Abandonment. If BC Hydro determines, at any time and in its sole discretion, to delay, suspend or abandon the Site C Project or its Operation, British Columbia may, in its sole discretion, on 60 prior days’ notice to HRFN and BC Hydro:

3.3

(a)

delay or suspend the transfer of the Lands and the implementation of the Land Management Measures where BC Hydro has delayed, suspended or abandoned the Site C Project; or

(b)

terminate this Agreement where BC Hydro has abandoned the Site C Project and terminated the Impact and Benefits Agreement.

Relief from Obligations.British Columbia will:for the purposes of 3.2(a), be relieved from transferring the Lands and implementing the Land Management Measures for the duration of such delay or suspension, provided that, where there is a reasonable likelihood that BC Hydro will recommence the Site C Project or its Operation, British Columbia will implement:

(b)

3.4

(i)

any interim protection of the Lands under 6.5; and

(ii)

any Land Management Measures under 14.5 which have been approved by British Columbia;

for the purposes of 3.2(b), have no further obligations to HRFN under this Agreement except such obligations which this Agreement expressly provides will survive termination.

Resumption of Obligations. If BC Hydro determines, at any time and in its sole discretion, to recommence the Site C Project or its Operation following a delay or suspension under 3.2(a), BC Hydro will promptly deliver notice of recommencement to HRFN and British Columbia and British Columbia’s obligations, including the transfer of any Lands and the implementation of Land Management Measures which have not been completed, will resume upon receipt of BC Hydro’s notice that it has recommenced the Site C Project or its Operation.

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3.5

Retention of Transferred Lands. HRFN may retain any Lands transferred to it by British Columbia before the termination of this Agreement under 3.2(b).

3.6

Effect of Abandonment. Any Lands transferred by British Columbia to HRFN or any Land Management Measures implemented by British Columbia before the abandonment of the Site C Project and its Operation will be deemed to constitute adequate consultation and accommodation with respect to any potential adverse impact on, or any infringement of, HRFNâ&#x20AC;&#x2122;s Section 35 Rights resulting from the activities carried out before the abandonment of the Site C Project or its Operation.

3.7

Survival of Lands Conditions. Notwithstanding 3.2, where any of the Lands are transferred under this Agreement, Article 9, Article 12, and Article 13 will survive the completion of the transfers or the termination of this Agreement and, for greater certainty, will continue to apply to the Lands. ARTICLE 4- REPRESENTATIONS AND WARRANTIES

4.1

4.2

HRFN Representations. HRFN represents and warrants to British Columbia and BC Hydro, with the intent and understanding that they will be relied on by British Columbia and BC Hydro in entering into this Agreement, that: (a)

it is the proper representative and exclusive holder of HRFNâ&#x20AC;&#x2122;s Section 35 Rights for the purposes of this Agreement, including consultation and accommodation with respect to the Site C Project and its Operation;

(b)

it has the legal power, capacity and authority to enter into this Agreement for and on behalf of HRFN and its Members, including in relation to HRFN Section 35 Rights, and to carry out its obligations under this Agreement;

(c)

it has taken all necessary actions and obtained all necessary approvals to enter into and authorize the execution of this Agreement, including the passing of the Band Council Resolution and the authorization of the individual signing this Agreement on behalf of HRFN;

(d)

any company or society designated by HRFN for the purposes of this Agreement as a Designated Entity will have the legal power, capacity and authority to enter into and to carry out its obligations under each agreement and transaction to which it is a party in accordance with this Agreement; and

(e)

this Agreement is a valid and legally binding obligation of HRFN and its Members.

British Columbia Representations. British Columbia represents and warrants to HRFN and BC Hydro, with the intent and understanding that they will be relied on by HRFN and BC Hydro in entering into this Agreement, that:

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4.3

4.4

(a)

it has the legal power, capacity and authority to enter into this Agreement and to carry out its obligations under this Agreement;

(b)

all necessary actions have been taken to authorize the execution of this Agreement, including the authorization of the individual signing this Agreement; and

(c)

on satisfaction or waiver of the conditions precedent under 5.2 and, as applicable 5.3 and 5.4, it will have the legal power, capacity and authority to transfer the fee simple title to the Lands to a Designated Entity and to implement the Land Management Measures.

BC Hydro Representations. BC Hydro represents and warrants to HRFN and British Columbia, with the intent and understanding that they will be relied on by HRFN and British Columbia in entering into this Agreement, that: (a)

it has the legal power, capacity and authority to enter into this Agreement and to carry out its obligations under this Agreement; and

(b)

all necessary actions have been taken to authorize the execution of this Agreement, including the authorization of the individual signing this Agreement.

Survival of Representations. The representations and warranties of each of the Parties under 4.1 to 4.3 will survive the execution and completion of any transactions under this Agreement and will continue in full force and effect for the benefit of the other Parties. ARTICLE 5 – CONDITIONS PRECEDENT

5.1

5.2

Required Documents. HRFN will: (a)

prior to the execution of this Agreement, deliver to British Columbia and BC Hydro a fully executed and duly passed Band Council Resolution expressly confirming the approval of this Agreement in accordance and in compliance with HRFN processes in the form set out in Schedule A “1”;

(b)

on execution of this Agreement, deliver to British Columbia a Confirmation Letter; and

(c)

after execution of this Agreement, deliver a Confirmation Letter to all such other Agencies as British Columbia may request from time to time in connection with any Authorizations.

Conditions Precedent (General). British Columbia’s obligation to transfer the Lands and implement the Land Management Measures is subject to: (a)

HRFN having delivered the documents under 5.1;

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5.3

(b)

HRFN having executed the Impact and Benefits Agreement relating to the Site C Project and its Operation;

(c)

HRFN having executed the Contracting Agreement relating to the Site C Project and its Operation;

(d)

the representations and warranties of HRFN under this Agreement being and continuing to be true and correct;

(e)

HRFN having complied with all applicable terms and conditions under this Agreement, including taking reasonable, culturally appropriate measures to resolve any conflicts with First Nations which have or assert rights under s. 35(1) of the Constitution Act, 1982 in the territory in which the Lands and the Schedule C Lands are located;

(f)

British Columbia having, with respect to each parcel of Lands to be transferred or Land Management Measure to be implemented: (i)

completed, where applicable, consultations with First Nations, third parties who are entitled to the benefit of the Permitted Encumbrances, and local governments or governmental authorities and other stakeholders in order to determine the nature of their interest in the Lands and the impact, if any, of the transfer of Lands on such interests;

(ii)

determined, where applicable, that any overlapping claims by or conflicts with other First Nations which have or assert rights under s. 35(1) of the Constitution Act, 1982 in the territory in which the Lands and Schedule C Lands are located have been resolved or otherwise addressed to the satisfaction of British Columbia;

(iii)

resolved any financial liability British Columbia may have, including third party claims for compensation; and

(iv)

obtained all required approvals, including Cabinet and Treasury Board approval;

(g)

there being sufficient monies available in an appropriation, as defined in the Financial Administration Act, R.S.B.C. 1996, c. 138, to enable British Columbia in any fiscal year, when any expenditure in respect of an obligation may be required, to make that expenditure; and

(h)

the Site C Project not being subject to delay, suspension or abandonment.

Conditions Precedent to Land Transfers. In addition to and without limiting the conditions precedent under 5.2, British Columbiaâ&#x20AC;&#x2122;s obligation to transfer the Lands to HRFN is subject to:

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5.4

(a)

Adequate Surveys for the Lands having been completed on or before the applicable Closing Date;

(b)

if the Lands are transferred in phases, all obligations of HRFN and the Designated Entity having been fully performed in accordance with this Agreement with respect to all previously transferred Lands; and

(c)

British Columbia having given notice that the minister responsible has authorized the disposition of the Lands in accordance with provincial law.

Conditions Precedent to Land Management Measures. In addition to and without limiting the conditions precedent under 5.2, British Columbia’s obligation to implement the Land Management Measures is subject to: (a)

its obtaining approval to designate the Schedule C Lands under a Land Management Measure.

5.5

Waiver of Conditions Precedent. The conditions precedent under 5.2 to 5.4 are for the sole benefit of British Columbia and may be waived by British Columbia on notice to BC Hydro and HRFN.

5.6

Conditions Precedent Specific to Lands. For greater certainty, in the event that the conditions precedent set out in 5.1 to 5.3 are met on some, but not all, of the Lands and British Columbia has not waived the conditions precedent in accordance with 5.5, British Columbia will remain obligated to transfer the parcel or parcels of the Lands where the conditions precedent have been met. ARTICLE 6 – LAND SELECTION

6.1

Land Selection. Within one year after the Effective Date, or such other time as the Parties may agree, HRFN will identify provincial Crown lands for inclusion as the Lands, such lands to comprise 4,500 acres (1,821 hectares), more or less, and to be located within HRFN’s traditional territory.

6.2

Alternative Lands. In the event that the lands identified by HRFN under 6.1 are not eligible for inclusion as the Lands based on the factors under 6.3, HRFN will identify such other lands within its traditional territory as may be required for inclusion as the Lands having regard for the factors under 6.3.

6.3

Research of Land Selection. Within one year after HRFN’s identification of land under 6.1 or 6.2, or such other time as the Parties may agree, British Columbia will complete the research of those lands including: (a)

confirmation of the Crown’s ownership of the lands;

(b)

the location, documented condition and contiguity of the lands and their environmental condition;

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6.4

6.5

(c)

any documented interests in the lands or any encumbrances or tenures on the lands, including fee simple interests, road and utility rights-of-way, access to adjacent or proximate lands, and any surface or subsurface tenures of the lands;

(d)

the estimated, or where available the appraised or assessed, value of the lands;

(e)

any potential third party claims for compensation; and

(f)

any overlapping claims by other First Nations.

Finalization of Land Selection. British Columbia will provide HRFN with the results of the research under 6.3 and where some of the lands are not eligible for inclusion as the Lands based on the factors under 6.3, or where HRFN has advised British Columbia that HRFN no longer wishes to include those lands based on the results provided by British Columbia, those lands will, subject to 6.3, be replaced with alternative lands. Without limiting the generality of the foregoing: (a)

British Columbia acknowledges HRFN’s interest in ensuring that the lands are as free as possible of any interests, encumbrances or tenures;

(b)

HRFN acknowledges the potential cost to British Columbia in removing any interests, tenures or encumbrances on the lands; and

(c)

British Columbia and HRFN may, as part of the process of finalizing the Lands under 6.4, identify and confirm which interests, tenures or encumbrances will be removed or altered prior to the Closing Date, and which will remain as Permitted Encumbrances (whether in their existing form or as so altered) that will be included as part of the transfer under 8.3.

Interim Protection of Lands. British Columbia will seek approval to withdraw the Lands finalized under 6.4 from disposition under s. 16 or s. 17 of the Land Act, R.S.B.C. 1996, c. 245 and a No Registration Reserve under Section 22 of the Mineral Tenure Act on an interim basis. The interim withdrawal will remain in place until the earlier of: (a)

termination of this Agreement; or

(b)

transfer of the Lands to HRFN under 8.3.

6.6

Completion of Land Schedules. On finalization of the selection of the Lands under 6.4, Schedule B “1”, Schedule B “2”, Schedule B “3” and Schedule B “4” will be updated and will form part of this Agreement.

6.7

Best Efforts to Transfer Lands. The Parties acknowledge and agree that British Columbia will use its best efforts to identify and transfer to HRFN lands

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identified under 6.1 or 6.2, in the quantum specified in 6.1 having regard for the factors under 6.3. ARTICLE 7 – SURVEY OF LANDS 7.1

Surveys. BC Hydro will ensure that there is an Adequate Survey of the exterior boundaries of the Lands, including any surveys required by statute for the registration of any third party Permitted Encumbrance. For greater certainty, any internal boundary surveys will be the sole responsibility of HRFN, including those required for any subdivision of the Lands.

7.2

Survey Protocol. For the purposes of 7.1, the Parties will develop and agree on a protocol for the priority and timing of Adequate Surveys for the Lands, including proposed Closing Dates, having regard for:

7.3

(a)

HRFN’s priorities;

(b)

efficiency and economy, including the availability of British Columbia land surveyors;

(c)

the necessity to clarify the boundaries due to imminent public or private development on adjacent lands; and

(d)

the requirements under provincial law, including legislated timelines.

Lands Programs Branch. The development of a survey protocol under 7.2 will include the ministries responsible for the transfer of provincial Crown land. ARTICLE 8 – TRANSFER OF LANDS

8.1

Registration of Lands. Unless otherwise agreed by the Parties and notwithstanding the conditions to transfer of particular parcels of Lands under 5.2(f), British Columbia will transfer 4,500 acres of provincial Crown lands identified as Lands under this Agreement to HRFN’s Designated Company within three (3) years after the Lands have been finalized under 6.4. All Lands transferred to HRFN’s Designated Company will be registered in the Land Title Office.

8.2

Pre-Closing Deliveries by HRFN. Not less than 60 days before the Closing Date determined by the Parties under 8.4, HRFN will deliver to British Columbia a direction identifying the Designated Entity that will take fee simple title to the Lands under 8.3.

8.3

Closing Deliveries by British Columbia. Subject to the Permitted Encumbrances and the terms of this Agreement, including the satisfaction or waiver of the conditions precedent under 5.2 and 5.3, British Columbia will, with respect to each transfer, provide the Designated Entity identified under 8.2 with a Crown Grant transferring the indefeasible title to the Lands on the Closing Date.

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8.4

Determination of Closing Date. The Parties will determine the Closing Date for the transfer of indefeasible title to the Lands. The Closing Date will be in accordance with the survey protocol developed and agreed to by the Parties under 7.2.

8.5

Closing Deliveries by HRFN. Not less than 14 days before the Closing Date, HRFN will execute and deliver, or cause to be executed and delivered, or deliver, as the case may be, to British Columbia:

8.6

(a)

a restrictive covenant granted by the Designated Entity in the form attached as Schedule B “5” in relation to those Lands which are not identified under 13.1 and identified and described in Schedule B “1” and Schedule B “2”, respectively, as Proximate Lands;

(b)

an agreement executed by the Designated Entity in the form attached as Schedule B “6” in relation to the applicable Lands;

(c)

a certificate signed by an officer of the Designated Entity in the form attached as Schedule B “7” confirming the Designated Entity’s GST registration number and registered status;

(d)

a letter of undertaking signed by HRFN’s legal counsel undertaking, among other things, that the restrictive covenant (Schedule B “5”) will be filed concurrently with the Crown Grant for the applicable Lands and that British Columbia will be provided with a signed copy of the Designated Entity agreement (Schedule B “6”) and the GST certificate (Schedule B “7”);

(e)

a consent signed by HRFN in relation to the property transfer tax in the form attached as Schedule B “8”; and

(f)

all such other documents that may be necessary or advisable for HRFN or a Designated Entity to provide to complete the transactions contemplated under this Agreement.

Closing Procedure. The legal counsel for HRFN and British Columbia will confirm in writing the manner in which the documents necessary or advisable to transfer and register the Lands will be produced, managed, exchanged and delivered. Without limiting the generality of the foregoing, legal counsel responsible for registering the Lands will: (a)

provide a letter of undertaking to legal counsel for the other Parties;

(b)

use the Land Title and Survey Authority electronic filing system; and

(c)

provide all documents filed under 8.5 to legal counsel to the other Parties.

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ARTICLE 9 – CONDITION OF LANDS 9.1

Lands “As Is”. HRFN acknowledges and agrees that any of the Lands acquired by a Designated Entity under this Agreement are acquired “as is”.

9.2

Viability of Lands. HRFN acknowledges and agrees that British Columbia and BC Hydro have not given any representation or warranty concerning:

9.3

9.4

(a)

physical access to the Lands including, without limitation, overland access;

(b)

the economic feasibility of the development of the Lands;

(c)

the fitness of the Lands for any particular use, including the intended use of the Lands by HRFN or by a Designated Entity; or

(d)

the provisions of any enactments or bylaws of any governmental body which relate to the development, use and occupation of the Lands.

Environmental Condition. HRFN: (a)

waives the requirement, if any, of British Columbia or BC Hydro to provide a site profile as defined in the Environmental Management Act, S.B.C. 2003, c. 53 for any of the Lands; and

(b)

acknowledges and agrees that British Columbia and BC Hydro have not given any representation or warranty concerning the environmental condition of the Lands (including surface water and groundwater), including the presence or absence of any toxic, hazardous, dangerous or potentially dangerous substances on or under the Lands or on or under any surrounding or neighbouring land, or the current or past uses of the Land or any surrounding or neighbouring land.

Environmental Remediation. HRFN will from and after the Closing Date: (a)

assume all environmental liabilities relating to the Lands including all liability for the clean-up of any toxic, hazardous, dangerous or potentially dangerous substances or conditions on or under the Lands or migrating from the Lands (including surface water and groundwater);

(b)

release British Columbia, BC Hydro and all Public Officials from and against any and all claims, demands, causes of action, actions, expenses, costs, including legal fees, losses, damages, or any other liability with respect to all environmental liabilities relating to the Lands, including any contamination or any other toxic, hazardous, dangerous or potentially dangerous substances migrating from the Lands; and

(c)

indemnify and save harmless British Columbia, BC Hydro and all Public Officials from and against any and all claims, demands, causes of action,

240150.00154/91186584.4

actions, expenses, costs, including legal fees, losses, damages, or any other liability that they may suffer or incur, directly or indirectly, after the Closing Date arising out of or in connection with all environmental liabilities relating to the Lands, including any contamination or any other toxic, hazardous, dangerous or potentially dangerous substances migrating from the Lands. 9.5

Disclosure. As part of the research process under 6.3, British Columbia will provide HRFN with the following information relating to each parcel of land identified by HRFN under 6.1: (a)

any information contained in the Contaminated Sites Registry; and

(b)

any information relating to historical tenures contained in the Historic Mines Atlas.

9.6

Accuracy. HRFN acknowledges and agrees that British Columbia and BC Hydro have not given any representation or warranty concerning the accuracy, relevance, reliability or completeness of information under 9.5 and that British Columbia and BC Hydro will have no liability for any errors, omissions or inaccuracies with respect to such information.

9.7

Effect of 9.4. For greater certainty: (a)

(b)

9.4 applies where: (i)

any contamination relating to the Lands, whether disclosed or undisclosed, known or unknown, created or existing, arose before the Closing Date or arose before and continues after the Closing Date; and

(ii)

any environmental liability relating to the costs of remediation of the Lands are incurred after the Closing Date and relate to contamination that arose before the Closing Date or arose before and continues after the Closing Date.

9.4 does not apply in respect of any environmental liability relating to the Lands that results from the acts or omissions of British Columbia or BC Hydro after the Closing Date. ARTICLE 10 â&#x20AC;&#x201C; ENCUMBRANCES

10.1

Permitted Encumbrances. HRFN acknowledges and agrees, upon receipt of the updated Schedules under 6.6 and as of the Closing Date, that it is familiar with the existence and terms of the Permitted Encumbrances and accepts fee simple title to the Lands subject to the Permitted Encumbrances and that it will not do, or allow to be done, anything that would interfere with any rights under any of the Permitted Encumbrances or that would otherwise result in any claim

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against British Columbia or BC Hydro by anyone claiming by, through or under a Permitted Encumbrance. 10.2

Form of Permitted Encumbrances. The Permitted Encumbrances will be in the form to be attached as Schedule B “4” upon completion of the research under 6.3 and finalization of land selection pursuant to 6.4, and will include any modifications that British Columbia or HRFN and the holder of the Permitted Encumbrance may have agreed to in writing.

10.3

Amendments to Permitted Encumbrances. The Parties acknowledge and agree that between the Effective Date and the Closing Date, British Columbia may require that the Permitted Encumbrances be amended to: (a)

comply with current provincial legal requirements; and

(b)

correct any errors or omissions to the form of Permitted Encumbrances attached as Schedule B “4”.

10.4

Amendments Form Part of Agreement. Where any amendments are made under 10.3, Schedule B “3” (Permitted Encumbrances) will be revised and will, as revised, form part of this Agreement.

10.5

Registration of Unregistered Interests. HRFN will consent, or will cause the Designated Entity to consent, to the registration of any interests identified in Schedule B “3” Part 2 which are not registered against the applicable Lands in the Land Title Office on or after the Closing Date.

10.6

Indemnity for Charges. HRFN will indemnify and save harmless British Columbia, BC Hydro and all Public Officials from and against all claims, demands, causes of action, actions, expenses, costs, including legal fees, losses, damages or any other liability that they may suffer or incur, directly or indirectly, in connection with or as a result of any Proceeding arising out of HRFN’s or a Designated Entity’s acts or omissions in connection with any Permitted Encumbrance where the Proceeding is settled or is successful. ARTICLE 11 – TRANSACTION COSTS

11.1

Crown Grant. British Columbia is responsible for preparing the Crown Grants relating to the Lands.

11.2

Registration, Tax and Other Costs. BC Hydro is responsible for the following costs in connection with the transfer of the Lands: (a)

any costs associated with any appraisals necessary for the valuation of the Lands;

(b)

the cost associated with ensuring the Lands have an Adequate Survey;

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(c)

any costs or fees associated with the preparation and issuance of Crown Grants and any other documents required to register the Lands and Permitted Encumbrances;

(d)

any fees charged by the Land Title Office or the Land Title and Survey Authority relating to the registration of the Lands and Permitted Encumbrances; and

(e)

the determination and payment of property transfer tax payable under the Property Transfer Tax Act, R.S.B.C. 1996, c. 378.

11.3

GST, PST and Other Charges. BC Hydro is responsible for any federal or provincial sales tax, including GST and PST.

11.4

Annual Taxes and Other Costs. The Designated Entity is responsible for any and all annual taxes payable in respect of the Lands in accordance with provincial law. For greater certainty, on and after the applicable Closing Date, British Columbia and BC Hydro are not required to assume any financial or other obligations with respect to the Lands.

11.5

Effect of Delay, Suspension or Abandonment. British Columbia will not be liable for or otherwise obligated to reimburse BC Hydro for any costs incurred by BC Hydro under 11.2 or 11.3, including any survey costs, in the event the Site C Project and its Operation is delayed, suspended or abandoned under 3.2. ARTICLE 12 – STATUS OF LANDS

12.1

Status and Use of Lands. Subject to Lands that are added to reserves in accordance with Article 13, the Lands transferred to HRFN or a Designated Entity under this Agreement: (a)

will not be “lands reserved for the Indians” within the meaning of section 91(24) of the Constitution Act, 1867 or a reserve within the meaning of the Indian Act, R.S.C. 1985, c. I-5; and

(b)

will be subject to provincial and local government laws, including applicable zoning, land use, land development and property tax laws, and at no time will HRFN or a Designated Entity challenge the applicability of provincial laws to the Lands. ARTICLE 13 – ADDITIONS TO RESERVE

13.1

Additions of Proximate Lands to Reserve. Subject to 13.5, British Columbia will not object to a request by HRFN to the Federal Crown for the transfer and designation of the land identified and described as “proximate land” in Schedule B “1” and Schedule B “2”, respectively, as HRFN reserve land in accordance with the Federal Crown’s addition to reserve requirements.

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13.2

Additions of Other Lands to Reserve. HRFN may, on notice to British Columbia, request that British Columbia not object to a request by HRFN to the Federal Crown for the transfer and designation of other land not identified under 13.1 as reserve land in accordance with the Federal Crown’s addition to reserve requirements provided that nothing in this Agreement requires British Columbia to support the request. If British Columbia objects to HRFN’s request, British Columbia will provide written reasons to HRFN and will work collaboratively with HRFN to attempt to address British Columbia’s concerns with HRFN’s request.

13.3

Non-objection to Other Additions. For the purposes of 13.2: (a)

British Columbia will notify HRFN and the Federal Crown in writing if it does not object to HRFN’s request under 13.2; and

(b)

HRFN will not seek to add any of the Lands to its reserve lands under 13.2 if British Columbia does not notify HRFN and Canada of its non-objection under 13.3(a).

13.4

Restrictive Covenant. The restrictive covenant attached as Schedule B “5” will apply to all Lands that are not identified under 13.1 and will be cancelled by British Columbia on the Federal Crown’s acceptance of HRFN’s request under 13.2.

13.5

HRFN Acknowledgements. HRFN acknowledges and agrees that: (a)

neither British Columbia nor BC Hydro is responsible for any applications or any costs or expenses that may be required in connection with the addition of the Lands under 13.1 or 13.2 to reserve status, including any costs or expenses associated with environmental or other studies;

(b)

any application by HRFN to transfer the Lands under 13.1 or 13.2 to the Federal Crown for designation as a reserve will proceed on the express condition that they remain subject to the Permitted Encumbrances and that there has been satisfactory resolution of access, including access to subsurface resources, servicing or third party interests in or on the land that will be directly impacted by the parcel becoming reserve land; and

(c)

this Agreement does not impose any obligations on British Columbia, BC Hydro, or any other person to construct or provide at its cost or expense any work or service to or for the benefit of the Lands under 13.1 or 13.2, including any roads, sewers, drains, water supply, lighting, garbage disposal, or other works or services of improvement or convenience. ARTICLE 14 – LAND MANAGEMENT MEASURES

14.1

Parties’ Interest in Chowade Area. The Parties have identified the Chowade Area as an area of interest, in particular HRFN has identified it as an area of

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importance for the exercise of its Section 35 Rights and the practice of associated cultural and traditional activities. 14.2

14.3

Availability of Chowade Area. The availability of land in the Chowade Area for Land Management Measures under 0 will be subject to the following conditions: (a)

confirmation of the Crown's ownership of the area; and

(b)

any interests in the Chowade Area, including fee simple interests, reservations, tenures or encumbrances, including road and utility rights-ofway, and access to adjacent or proximate lands, that affect such lands referred to under 14.2(a)

Chowade Area Forest Tenure Opportunity. Within 18 months after the Effective Date or such other time as British Columbia and HRFN may agree, at HRFN’s request, British Columbia will request that the Minister responsible invite HRFN to apply, on a non-competitive basis, for a replaceable, long term, area based First Nations Woodland Licence within the Chowade Area, such licence: (a)

to be consistent with the Forest Act, R.S.B.C. 1996, c. 157 including the requirement for a management plan; and

(b)

to allow HRFN’s management plan to address the pace, scale and pattern of harvest and the protection of traditional and cultural values;

The Parties acknowledge that the available Annual Allowable Cut in the Fort Saint John Timber Supply Area for the First Nations Woodland Licence will be 35,000 m3/year. 14.4

Pre-Existing Interests and Liabilities. British Columbia and HRFN will work collaboratively to address any pre-existing interests with regards to a First Nations Woodland Licence referred to in 14.3, including forest licences, tenures or encumbrances, unamortized forest development investment costs, forest roads and designated recreation trails.

14.5

Chowade Area Land Management Measures. Within six months after the Effective Date, or such other time as British Columbia and HRFN may agree, British Columbia will recommend that: (a)

the Minister responsible for the Land Act withdraw the unencumbered surface Crown lands within the portion of the Chowade Area identified in Schedule C “2” from disposition under s. 17 of the Land Act for the conservation of natural and heritage resources provided that the terms of the recommendation for the designation of the Chowade Area will not preclude dispositions under the Land Act relating to oil and gas activities; and

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(b)

14.6

the Chief Gold Commissioner responsible for the Mineral Tenure Act designate the Crown Lands within the portion of the Chowade Area identified in Schedule C “2” as a No Registration Reserve under Section 22 of the Mineral Tenure Act.

Amendment of Chowade Area Boundary. British Columbia may amend or cancel the boundaries of the Chowade Area, or amend the terms of HRFN’s use of the Chowade Area under 14.3 or 0, provided that HRFN agrees or: (a)

British Columbia fulfills its legal duty to consult with HRFN with respect to any amendment;

(b)

British Columbia and HRFN discuss and attempt to resolve any issues raised by HRFN; and

(c)

British Columbia notifies HRFN in writing. ARTICLE 15– OVERLAPPING CLAIMS

15.1

Shared Territories. HRFN will discuss the transfer of the Lands and the Land Management Measures with First Nations, including Treaty 8 adherents, which have or assert rights under s. 35(1) of the Constitution Act, 1982 in the territory in which the foregoing are located and will make reasonable, culturally appropriate efforts to resolve any conflicts with those First Nations prior to the applicable Closing Date or the implementation of the Land Management Measures, as the case may be.

15.2

Unresolved Territory Claims. In the event any conflict under 15.1 is not resolved to the satisfaction of British Columbia, British Columbia and HRFN may, as the case may be: (a)

consider alternative lands under 6.2; or

(b)

agree to amend the boundaries of the Land Management Measures.

15.3

Other First Nations’ Proceedings. HRFN will, at the request of British Columbia or BC Hydro, provide British Columbia and BC Hydro with reasonable assistance, taking into account cultural or community processes, and nonfinancial support in the event any Proceeding is brought by any First Nation against British Columbia, BC Hydro or any Public Official with respect to the transfer of the Lands or the Land Management Measures.

15.4

Agreements with Other First Nations. HRFN acknowledges that British Columbia and BC Hydro may enter into agreements relating to the Site C Project and its Operation with other First Nations, including Treaty 8 adherents, and agrees that, where any land transfer or protection measure under those agreements may have a potential adverse impact on its Section 35 Rights, it will make reasonable efforts, taking into account cultural or community processes, to

240150.00154/91186584.4

resolve any conflicts and will, where requested by British Columbia or BC Hydro, participate in consultations with those First Nations. ARTICLE 16 - FORCE MAJEURE 16.1

Force Majeure. If any Party fails to perform or comply with any of the terms, conditions, obligations or provisions of this Agreement and such failure is caused by a Force Majeure Event, then such Party will be deemed not to be in default or breach of this Agreement or its obligations hereunder for the duration of the Force Majeure Event and as long as the Party is prevented from performing or complying with this Agreement or its obligations hereunder as a result thereof, provided that such Party has delivered notice to the other Parties explaining the nature of such Force Majeure Event, the date that it commenced and its anticipated duration (if known).

16.2

Alternative Lands or Measures. In the event the Lands or Schedule C Lands cannot be transferred or protected due to a Force Majeure Event, the Parties will identify alternative lands in accordance with the processes and conditions under this Agreement. ARTICLE 17 â&#x20AC;&#x201C; LEGAL CERTAINTY

17.1

Consultation and Accommodation. In consideration for the obligations to be performed by BC Hydro and British Columbia and the benefits received by HRFN under this Agreement, the Contracting Agreement and the Impact and Benefits Agreement, HRFN acknowledges and agrees on its own behalf and on behalf of its Members that: (a)

they consent, and do not oppose or object, to the development and construction of the Site C Project and its Operation, and to the granting of any Authorization necessary for or applied for by or on behalf of BC Hydro in connection with the Site C Project and its Operation;

(b)

they have been adequately consulted and accommodated with respect to the impacts of the development and construction of the Site C Project and its Operation on HRFN Section 35 Rights, including with respect to any infringement of HRFN Section 35 Rights;

(c)

they will participate in any ongoing consultation with respect to the development and construction of the Site C Project and its Operation, in a collaborative and timely manner;

(d)

they will not support or engage in any action that might interfere with, frustrate, delay or stop the construction of the Site C Project and its Operation, including challenging or opposing the granting or validity of an Authorization in any Proceeding on any grounds;

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(e)

17.2

if HRFN becomes aware that one or more Members is engaging in or intends to engage in any action prohibited by 17.1(d) or (h), HRFN will, of its own accord or at the request of BC Hydro, at its own expense, take all reasonable, culturally appropriate actions to prevent, resolve or remedy the actions of such Member or Members, including: (i)

providing notice to BC Hydro of the Memberâ&#x20AC;&#x2122;s or Membersâ&#x20AC;&#x2122; actions, and any actions that HRFN has taken to prevent, resolve or remedy those actions, including promptly informing the Member or Members in writing, with a copy to BC Hydro, that his, her or their actions are in breach of this Agreement and that HRFN does not support such actions;

(ii)

working cooperatively with BC Hydro to prevent, resolve or remedy the action, including participating in discussions with BC Hydro; and

(iii)

participating in discussions and providing supporting materials;

(f)

they will ensure that the Authorizations that have been or may be granted will be recognized and preserved unaltered in form and substance in any self-government agreement or other agreement, including in the exercise of any rights or powers granted pursuant to those agreements, that HRFN (or any other group of which it forms a part) may enter into with Canada, British Columbia or both, or that HRFN may obtain through litigation or court declaration;

(g)

this Agreement together with the Contracting Agreement and the Impact and Benefits Agreement are entered into in full and final satisfaction of any past, present or future claim by HRFN and its Members regarding the adequacy of consultation and accommodation with respect to, or any infringement of, HRFN Section 35 Rights resulting from the development and construction of the Site C Project and its Operation, including any civil claims of any nature whatsoever (including without limitation private or public nuisance, breach of riparian rights or trespass) related to HRFN Section 35 Rights; and

(h)

they will not seek any additional financial consideration or economic or other accommodation from BC Hydro, British Columbia or any other entity, with respect to the Site C Project and its Operation, including any renewal or issuance of an Authorization.

Participation in Public Processes. Nothing in this Agreement shall be construed so as to deprive HRFN of any right it may have to participate in any permitting, regulatory or other government decision-making process related to the issuance or renewal of any Authorization, the Site C Project and its Operation, including raising environmental concerns or proposing reasonable avoidance and mitigation measures as part of such process, provided that such participation:

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(a)

is not based upon the argument that there has been inadequate consultation or accommodation with respect to, or infringement of, HRFN Section 35 Rights resulting from the Site C Project and its Operation;

(b)

is not inconsistent with HRFN’s consent to and support for the Site C Project, and does not in any way derogate from or in any way breach any of its acknowledgements, agreements or obligations under this Agreement; and

(c)

is efficient and effective and completed in a timely manner in keeping with the timelines established by the relevant Agency;

and provided that BC Hydro will have no further obligation to provide additional funding to support ongoing consultation for the Site C Project and its Operations except pursuant to the Site C Project Construction Phase Capacity Funding Agreement dated December 5, 2016, or unless the Parties otherwise mutually agree to any other funding arrangements (including any payments that BC Hydro may make to British Columbia for First Nations consultation related to provincial regulatory processes). ARTICLE 18 – INDEMNITY AND LIMITATION OF LIABILITY 18.1

18.2

Indemnity. Subject to 18.4, HRFN will indemnify and save harmless British Columbia, BC Hydro and all Public Officials from and against any and all claims, demands, causes of action, actions, expenses, costs, including legal fees, losses, damages or any other liability that they, or any of them, may suffer or incur, directly or indirectly, as a result of: (a)

the procedures resulting in, or any errors or omissions in respect of, the approval of this Agreement by HRFN;

(b)

any breach of this Agreement by HRFN or its Members;

(c)

any Proceedings commenced by HRFN or its Members against or involving British Columbia, BC Hydro or any Public Official relating to the validity of this Agreement, the validity of any of the Authorizations or HRFN’s consent to and support for the Site C Project and its Operation; or

(d)

any Proceedings for contribution or indemnity brought against British Columbia, BC Hydro or any Public Official by a third party in connection with any Proceeding commenced against such third party, including Canada, by HRFN or any of its Members in respect of any matter relating to the validity of this Agreement, the validity of any of the Authorizations or HRFN’s consent to or support for the Site C Project and its Operation.

Limit on Indemnity. In the event that a breach under 18.1(b) is caused by a Member, or a Proceeding under 18.1(c) or s. 18.1(d) is commenced by a Member, the indemnification provisions under 18.1(b), 18.1(c) and 18.1(d) will

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not apply provided that HRFN has complied with all the requirements under 17.1(e) to prevent, resolve or remedy that breach or Proceeding. 18.3

Set Off. Any monetary judgement awarded by a court of competent jurisdiction against HRFN to the benefit of British Columbia or BC Hydro, or any settlement amount agreed between the Parties, as a result of HRFNâ&#x20AC;&#x2122;s breach of this Agreement, including any requirement to indemnify British Columbia or BC Hydro, may be set off by BC Hydro against any payments payable by BC Hydro to HRFN under the Impact and Benefits Agreement.

18.4

Limitation. No Party will have any claim against or liability to another Party in relation to this Agreement under any cause of action or theory of liability for any indirect, incidental, punitive, exemplary or consequential losses or damages, including pure economic loss, or loss of opportunity, profit, revenues, production, earnings or contract.

18.5

Conduct of Litigation. For the purposes of 10.6 and 18.1: (a)

British Columbia will notify HRFN of any Proceeding to which the indemnity may apply;

(b)

British Columbia will have exclusive conduct of the Proceeding in accordance with the Attorney General Act, R.S.B.C. 1996, c. 22; and

(c)

British Columbia will use reasonable efforts to defend itself and will not settle any Proceeding without first discussing the terms of settlement with HRFN; and

(d)

HRFN may participate in any Proceeding in accordance with the applicable rules of court at its own expense. ARTICLE 19 - NO PREJUDICE AND NON-DEROGATION

19.1

19.2

No Admission. Nothing in this Agreement, in the negotiation of this Agreement or in any correspondence or document leading to this Agreement, including any term sheet, will be interpreted or construed as an acknowledgement, recognition or admission by British Columbia or BC Hydro that: (a)

the Site C Project and its Operation infringe HRFNâ&#x20AC;&#x2122;s Section 35 Rights; or

(b)

it has any liability to HRFN or its Members, including any obligation to provide any financial, economic or other accommodation to HRFN.

Non-Derogation. Without in any way affecting the express acknowledgements, agreements and obligations set out in 17.2, the Parties acknowledge and agree that nothing in this Agreement in any way defines, amends or denies the existence of, or in any way limits any priorities afforded to, any HRFN Section 35 Rights.

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ARTICLE 20 - DISPUTE RESOLUTION 20.1

Representatives. If a dispute arises between the Parties regarding the interpretation of a provision of this Agreement, the Parties or their duly appointed representatives will meet as soon as is practicable to attempt to resolve the dispute.

20.2

Senior Representatives. If the Parties are unable to resolve the dispute at that level, the interpretation issue will be raised to more senior levels of the Parties.

20.3

Other Means. The Parties may agree to other appropriate approaches to assist in reaching resolution of the interpretation issue. ARTICLE 21 - NOTICES

21.1

Notices. Any notice, document, statement, report, demand or grant that any Party may be required or may desire to give to any other Party under this Agreement must be in writing, unless otherwise specified herein, and will be deemed validly given to and received by the addressee, if served personally, on the date of personal service or, if delivered by mail, e-mail or facsimile copier, when received as follows: if to British Columbia: Deputy Minister Ministry of Aboriginal Relations and Reconciliation P.O. Box Stn. Prov. Gvt. Victoria, B.C. V8W 9B1 Fax: (250) 387-6073 if to BC Hydro: British Columbia Hydro and Power Authority 6911 Southpoint Drive, 10th floor Burnaby, B.C. V3N 4X8 Attention: Allan Leonard, Director, Aboriginal Relations Fax: (604) 528-2822 Email: Allan.Leonard@bchydro.com Cc: Charlie.Weiler@bchydro.com if to HRFN: Halfway River First Nation PO Box 59 Wonowon, BC V0C 2N0 Attention: Chief Darlene Hunter Fax: (250) 772-5200 Email: dhunter@hrfn.ca

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with a copy to: Tim Watson Devlin Gailus Watson Barristers & Solicitors 2nd Floor, 736 Broughton Street Victoria, BC V8W 1E1 Fax: (250) 361-9429 Email: timw@dgwlaw.ca 21.2

Change of Address. Any Party may, from time to time, give written or e-mail notice to the other Parties of any change of address or facsimile number of the Party giving such notice and after the giving of such notice, the address or facsimile number therein specified will, for purposes of this Agreement be conclusively deemed to be the address or facsimile number of the Party giving such notice. ARTICLE 22 - INTERPRETATION

22.1

Interpretation. For purposes of this Agreement: (a)

the recitals and headings are for convenience only, do not form a part of this Agreement and in no way define, limit, alter or enlarge the scope or meaning of any provision of this Agreement;

(b)

“including” means “including, but not limited to” and “includes” means “includes, but not limited to”;

(c)

the use of the singular includes the plural and the use of the plural includes the singular;

(d)

words importing gender include the masculine, feminine or neuter gender and words in the singular include the plural and vice versa;

(e)

in the calculation of time under this Agreement, “business days” means any day from Monday to Friday, except any such day that is a statutory holiday in British Columbia;

(f)

any reference to a corporate entity includes any predecessor or successor to such entity;

(g)

any reference to the delivery on the Closing Date of an agreement, document or instrument “in the form” of an attached schedule means an agreement, document or instrument substantially in that form with such changes, additions or deletions as may be agreed by the representatives of the Parties;

(h)

a reference to an agreement between two or more of the Parties includes that agreement, as it may be amended from time to time in accordance with its terms;

240150.00154/91186584.4

22.2

(i)

a reference to a statute includes every amendment to it, every regulation made under it, every amendment made to a regulation made under it and any law enacted in substitution for, or in replacement of, it; and

(j)

the rule of construction that ambiguities are to be resolved against the drafting party does not apply to the interpretation of this Agreement, and there will be no presumption that doubtful or ambiguous expressions, terms or provisions in this Agreement are to be resolved in favour of any Party.

No Implied Waiver. Any waiver of: (a)

a provision of this Agreement;

(b)

the performance by a Party of an obligation under this Agreement; or

(c)

a default or breach by a Party of an obligation under this Agreement,

will be in writing and signed by the Party giving the waiver and will not be a waiver of any other provision, obligation or subsequent default or breach. 22.3

No Fettering. Nothing in this Agreement will be interpreted in a way that fetters the discretion given to any Public Official in an enactment.

22.4

Not a Treaty. This Agreement does not: (a)

constitute a treaty or land claims agreement within the meaning of section 25 or 35 of the Constitution Act, 1982 (Canada); or

(b)

define, amend or deny the existence of HRFNâ&#x20AC;&#x2122;s Section 35 Rights or any responsibilities of the Parties except as set out in this Agreement. ARTICLE 23 â&#x20AC;&#x201C; ENTIRE AGREEMENT

23.1

Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and, except as set out in this Agreement, British Columbia and BC Hydro have not made any representation, warranty, collateral agreement or agreed to any condition, right or obligation affecting this Agreement. Without limiting the generality of the foregoing, nothing in the negotiation of this Agreement, or in any correspondence or document leading to this Agreement, including any term sheet, forms part of this Agreement.

23.2

Validity of Agreement. The Parties will not challenge the validity of any provision of this Agreement. If any part of this Agreement is declared or held invalid for any reason by a court of competent jurisdiction:

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(a)

subject to law, the invalidity of that part will not affect the validity of the remainder, which will continue in full force and effect and be construed as if this Agreement had been executed without the invalid part; and

(b)

the Parties will negotiate and attempt to reach agreement on a replacement for the part declared or held invalid with a view to achieving the intent of the Parties as expressed in this Agreement.

If any part of Article 17, Article 18 or Article 19 is declared or held invalid by a court of competent jurisdiction, and the Parties are unable to reach agreement on a replacement for that part pursuant to this section that is acceptable to British Columbia, acting reasonably, then in addition to any other remedy it may have, British Columbia may terminate this Agreement on notice to BC Hydro and HRFN. ARTICLE 24 - GENERAL 24.1

Further Acts and Assurances. Each of the Parties will, upon the reasonable request of another Party, do further lawful acts and deliver such further documents in a timely fashion as are reasonably required from time to time in order to fully perform and carry out the terms of this Agreement.

24.2

Successors. This Agreement will enure to the benefit of and be binding on British Columbia, BC Hydro and HRFN and their successors and, without limiting the generality of the foregoing, this Agreement and HRFNâ&#x20AC;&#x2122;s obligations under it will be assumed and adopted unaltered in form and substance by any successor organization or government, or any new organization or government that effectively replaces HRFN, under any self-government agreement or other agreement that HRFN, or any other group of which it forms a part, may enter into with Canada, British Columbia or both, or that HRFN may obtain through litigation or court declaration.

24.3

Assignment. BC Hydro may assign all or part of its rights and obligations under this Agreement to any successor or assignee of BC Hydroâ&#x20AC;&#x2122;s rights and obligations relating to the Site C Project provided that any such successor or assignee agrees in writing to be bound by the terms of this Agreement. HRFN may not assign its rights or obligations under this Agreement, in whole or in part, except as may be required to give effect to 24.2.

24.4

Amendment. This Agreement may be amended by the Parties in writing.

24.5

Governing Law. This Agreement will be governed by and construed in accordance with the laws of British Columbia and Canada, as applicable.

24.6

Legal Advice. Each Party acknowledges that it has obtained or has had the opportunity to obtain independent legal advice relating to the terms and conditions of this Agreement, the Impact and Benefits Agreement and the

240150.00154/91186584.4

Contracting Agreement, and that the signatories have read and understand the terms and conditions of the foregoing agreements. 24.7

Execution in Counterpart. This Agreement may be entered into by each Party signing a separate copy of this Agreement (including a photocopy or facsimile copy) and delivering it to the other Party by facsimile or other electronic means of transmission.

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IN WITNESS WHEREOF the Parties have executed this Agreement as set out below:

Signed on behalf of the HALFWAY RIVER FIRST NATION by

Signed on behalf of HER MAJESTY THE QUEEN IN RIGHT OF BRITISH COLUMBIA by the Minister of Energy and Mines

Signed on behalf of HER MAJESTY THE QUEEN IN RIGHT OF BRITISH COLUMBIA by the Minister of Forests, Lands and Natural Resource

Operations

Minister Bill Bennett

Signed on behalf of HER MAJESTY THE QUEEN IN RIGHT OF BRITISH

COLUMBIA by the Minister of Aboriginal Relations and Reconciliation

Minister John Rustad

Signed on behalf of BRITISH

COLUMBIA HYDRO AND POWER AUTHORITY by

2401 50.001 54/91 1 86584.4

Minister Steve Thomson

IN WITNESS WHEREOF the Parties have executed this Agreement as set out below:

Signed on behalf of the HALFWAY RIVER FIRST NATION by

Signed on behalf of HER MAJESTY THE QUEEN IN RIGHT OF BRITISH

COLUMBIA by the Minister of Energy

COLUMBIA by the Minister of Forests, Lands and Natural Resource Operations

and Mines

lW\/k

Minister Bill Bennett

Signed on behalf of HER MAJESTY THE QUEEN IN RIGHT OF BRITISH COLUMBIA by the Minister of Aboriginal Relations and Reconciliation

Minister John Rustad

Signed on behalf of BRITISH COLUMBIA HYDRO AND POWER AUTHORITY by

240150.00154/91186584.4

Minister Steve Thomson

IN WITNESS WHEREOF the Parties have executed this Agreement as set out below: Signed on behalf of the HALFWAY RIVER FIRST NATION by

Signed on behalf of HER MAJESTY THE QUEEN IN RIGHT OF BRITISH COLUMBIA by the Minister of Energy and Mines

Signed on behalf of HER MAJESTY THE QUEEN IN RIGHT OF BRITISH COLUMBIA by the Minister of Forests, Lands and Natural Resource Operations

Minister Bill Bennett

Signed on behalf of HER MAJESTY THE QUEEN IN RIGHT OF BRITISH COLUMBIA by the Minister of Aboriginal Relations and Reconciliation

Minister John Rustad

Signed on behalf of BRITISH COLUMBIA HYDRO AND POWER AUTHORITY by

i Jessica Jessica L. L. McDonald McDonald President & CEO

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Minister Steve Thomson

Execution Version

SCHEDULE A “1” – FORM OF BAND COUNCIL RESOLUTION Whereas BC Hydro and Power Authority (“BC Hydro”) is undertaking the development, construction and operation of the Site C Project, a third dam and hydroelectric generating station on the Peace River, together with all associated components, in northwestern British Columbia, near Fort St. John; And whereas the Site C project is located in an area covered by Treaty 8 and over which the Halfway River First Nation (“HRFN”), as an adherent to Treaty 8, has Section 35 Rights; And whereas HRFN and BC Hydro have negotiated the Impact and Benefits Agreement and the Contracting Agreement, and HRFN, BC Hydro and British Columbia have negotiated the Tripartite Land Agreement (collectively “the Agreements”), drafts of which have been provided to and reviewed by each of the undersigned members of Council; And whereas HRFN has, through the Agreements and the Joint Environmental Assessment Process, and the conditions contained in the Environmental Assessment Certificate and the Federal Decision Statement, been adequately consulted and accommodated with respect to the impacts of the Site C Project and its Operation on its Section 35 rights; Now therefore the Council of HRFN hereby approves the terms of the Agreements and authorizes [•] and [•] to enter into, execute and deliver the Agreements in substantially the form and substance provided to and reviewed by each of the undersigned, and each of the documents contemplated by the Agreements, on behalf of HRFN and each of the members of HRFN; and to do all such further and other acts and things and execute and deliver all such further and other documents as may be necessary in order to carry out the intent of the Agreements and to perform the obligations of HRFN under the Agreements. _______________________ _______________________ _______________________ _______________________ _______________________

240150.00154/91186584.4

Execution Execution Version Version

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240150.00154/91186584.4

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Execution Version

SCHEDULE B “2” – DESCRIPTION OF LANDS To be completed at a later date pursuant to Article 6. Where the Lands are registered in the Land Title Office or have been adequately surveyed, insert the legal description. Where the Lands are not surveyed or have to be re-surveyed in order for title to be raised in the Land Title Office, insert the following (or similar) description: the area of approximately 1,821 hectares as shown for illustrative purposes in Schedule 1 and, following completion and approval of the survey or re-survey of those lands, the area legally described in the survey, which, for greater certainty, will not include any land below the natural boundary (as defined in the Land Act, R.S.B.C. 1996, c. 245) and the area of any Crown Corridor, or any submerged lands

240150.00154/91186584.4

Execution Version

SCHEDULE B “3” PART 1 – PERMITTED ENCUMBRANCES

Permitted Encumbrances all interests registered on title under the Land Title Act, R.S.B.C. 1996, c. 250 as of the Closing Date all subsisting exceptions and reservations of interests, rights, privileges and titles contained in any previous Crown grant of the land all exceptions and reservations contained in section 50(1) of the Land Act, R.S.B.C. 1996, c. 245 any conditional or final water license or substituted water license issued or given under the Water Act, R.S.B.C. 1996, c. 483, or any prior enactment of British Columbia of like effect, and to the rights of the holder of it to enter on the land and to maintain, repair and operate any works permitted on the land under the license at the date of the crown grant all subsisting grants to, or subsisting rights of any person made or acquired under the Mineral Tenure Act, R.S.B.C. 1996, c. 292, Coal Act, R.S.B.C. 1996, c. 51 or Petroleum and Natural Gas Act, R.S.B.C. 1996, c. 361 or under any prior or subsequent enactment of British Columbia of like effect all other liens, charges and encumbrances granted by British Columbia, with the prior written consent of the Halfway River First Nation prior to the Closing Date all existing interests on the Lands in favour of existing interest holders, including any such interests or interest holders that may not have been identified in this Schedule prior to the execution of this Agreement a restrictive covenant in favour of Her Majesty the Queen in right of British Columbia to be registered against the title to certain Lands in the form attached as Schedule B “5” (Additions to Reserve Restrictive Covenant).

240150.00154/91186584.4

Execution Version

SCHEDULE B “3” PART 2 - PERMITTED ENCUMBRANCES-INTERESTS NOT REGISTERED ON TITLE

Interests Not Registered on Title Utility and local government Interests for hydro, telephone, cablevision, heating/natural gas, water infrastructure, storm drains, dykes and waste disposal/sewer continue on the Lands shown in Schedule B “1”.

240150.00154/91186584.4

Execution Version

SCHEDULE B “4” – FORM OF PERMITTED ENCUMBRANCES To be completed at a later date pursuant to Article 6.

240150.00154/91186584.4

Execution Version

SCHEDULE B “5” - ADDITION TO RESERVE RESTRICTIVE COVENANT LAND TITLE ACT FORM C (Section 233)

Province of British Columbia GENERAL INSTRUMENT-PART 1 (This area for Land Title Office Use) 1. APPLICATION: (Name, address, phone number and signature of applicant, applicant’s solicitor or agent)

Page 1 of 4 pages

(Signature of Solicitor or Authorized Agent)

2. PARCEL IDENTIFIER(S) AND LEGAL DESCRIPTION(S) OF LAND:* (PID)

(LEGAL DESCRIPTION)

3. NATURE OF INTEREST:* Description

Document Reference

Person Entitled to Interest

(Page and paragraph)

Section 219 Covenant

4. TERMS: (a) (b) (c)

Entire Document

Transferee (Grantee)

Part 2 of this instrument consist of (select one only) Filed Standard Charge Terms Express Charge Terms Release



 

D.F. No. Annexed as Part 2 There is no Part 2 of this instrument

A selection of (a) includes any additional or modified terms referred to in Item 7 or in a schedule annexed to this instrument. If (c) is selected, the charge described in Item 3 is released or discharged as a charge on the land described in Item 2.

3. TRANSFEROR(S):* (Grantor)

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3. TRANSFEREE(S): (Including postal address(es) and postal code(s))* (Grantee) HER MAJESTY THE QUEEN IN RIGHT OF BRITISH COLUMBIA as represented by the Minister of Forests, Lands, and Natural Resource Operations, Parliament Buildings, PO Box 9049, STN PROV GOVT, Victoria, British Columbia, V8W 9E2

7. ADDITIONAL OR MODIFIED TERMS:* N/A

8. EXECUTION(S):**

This instrument creates, assigns, modifies, enlarges, discharges or governs the priority of the interest(s) described in Item 3 and the Transferor(s) and every other signatory agree to be bound by this instrument, and acknowledge(s) receipt of a true copy of the filed standard charge terms, if any.

Officer Signature(s)

Execution Date Y M D

Party(ies) Signature(s)

By Its authorized signatory(ies):

Print Name:

OFFICER CERTIFICATION: Your signature constitutes a representation that you are a solicitor, notary public or other person authorized by the Evidence Act, R.S.B.C. 1996, c. 124, to take affidavits for use in British Columbia and certifies the matters set out in Part 5 of the Land Title Act as they pertain to the execution of this instrument.

* **

If space insufficient, enter â&#x20AC;&#x153;SEE SCHEDULEâ&#x20AC;? and attach schedule in Form E. If space insufficient, continue executions on additional page(s) in Form D.

240150.00154/91186584.4

Execution Version

TERMS OF INSTRUMENT – PART 2 WHEREAS: A.

The Grantor is the registered owner of: _________________________________ (the “Land”);

Under section 219 of the Land Title Act, R.S.B.C. 1996, c. 250 there may be registered against title to any land, conditions or covenants in favour of the Grantee that the land, or any specified portion thereof, is not to be used other than in accordance with the terms of a covenant.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of One Dollar now paid by the Grantee to the Grantor, the receipt and sufficiency of which is hereby acknowledged, and pursuant to section 219 of the Land Title Act, R.S.B.C. 1996, c. 250 the Grantor covenants and agrees with the Grantee as follows: 1.

The Grantor covenants and agrees that the Grantor will not, in the absence of consent by the Grantee, transfer, alienate or deal with the Land in any manner which would see it incorporated into or become part of: a.

Reserves or special reserves as defined in the Indian Act, R.S.C. 1985, c. I-5; or

“Lands reserved for the Indians” under section 91(24) of the Constitution Act, 1867.

Wherever the singular or masculine are used in this Agreement, they will be construed as meaning the plural or feminine or body corporate where the context or the parties so require.

This Agreement will enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors and assigns.

The Grantor will indemnify and save harmless the Grantee from all actions, causes of action, claims demands, suits, losses, damages, debts, accounts, liabilities, costs, expenses and compensation of any kind, including fees of solicitors and other professional advisors, arising out of any breach, violation or non-performance by the Grantor of the covenants set out in section 1.

No term, condition, covenant or other provision of this Agreement will be considered to have been waived by the Grantee unless such waiver is expressed in writing by the Grantee and the waiver by the Grantee of any such term, condition, covenant or other provision of this Agreement will not be construed as

240150.00154/91186584.4

or constitute a waiver of any further or other breach of that or any other term, condition, covenant or other provision of this Agreement. 6.

This Agreement will be interpreted according to the laws of British Columbia

Where there is a reference to an enactment of British Columbia in this Agreement, that reference includes a reference to any subsequent enactment of British Columbia of like effect and, unless the context otherwise requires, all enactments referred to in this Agreement are enactments of British Columbia.

If any section of this Agreement, or any part of a section, is found to be illegal or unenforceable, that part or section, as the case may be, will be considered separate and severable and the remaining parts or section, as the case may be, will not be affected and will be enforceable to the fullest extent permitted by law.

This Agreement will be registered as a charge against the Land pursuant to section 219 of the Land Title Act, R.S.B.C. 1996, c. 250.

IN WITNESS WHEREOF the Grantor has executed this Agreement on Form C attached. END OF DOCUMENT

240150.00154/91186584.4

Execution Version

SCHEDULE B “6” - DESIGNATED ENTITY AGREEMENT This Agreement is dated for reference _______________, 2012. BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF BRITISH COLUMBIA, as represented by the Minister of Aboriginal Relations and Reconciliation (“British Columbia”) AND: BRITISH COLUMBIA HYDRO AND POWER AUTHORITY, a corporation continued under the authority of the Hydro and Power Authority Act, R.S.B.C. 1996, c. I-5 (“BC Hydro”) AND: HALFWAY RIVER FIRST NATION, a “band” within the meaning of the Indian Act, R.S.C. 1985, c. 1-5 for and on behalf of itself and all of its Members as represented by its Chief and Council (“HRFN”) AND: _______________, a company incorporated under the laws of British Columbia and having its principle place of business at [address] (the “Designated Entity”) (collectively referred to as the “Parties” and individually referred to as a “Party”) WHEREAS: A.

British Columbia, BC Hydro and HRFN have entered into the Tripartite Land Agreement dated ____________ (the “TLA”) pursuant to which British Columbia will transfer to the Designated Entity fee simple title to those lands legally described as: [Insert Legal Description of lands]

240150.00154/91186584.4

(the “Lands”); and B.

HRFN and the Designated Entity have agreed that, as a condition of the transfer of the Lands, the Designated Entity will execute and deliver this Agreement on the terms set out below.

NOW THEREFORE the Parties agree as follows: 1.

Defined Terms and Interpretation Provisions. The terms “British Columbia”, “BC Hydro” and “HRFN” and any other capitalized terms used in this Agreement and defined in TLA will have the meaning given to those terms in the TLA and the interpretation provisions under section 22.1 of the TLA will apply to this Agreement.

TLA Binding. The terms of the TLA relating to the Lands which are for the benefit of British Columbia or BC Hydro are legally binding on the Designated Entity as if the Designated Entity was a party to the TLA.

Environmental Condition. Without limiting the generality of the foregoing, the Designated Entity waives the requirement, if any, of British Columbia or BC Hydro to provide a site profile as defined in the Environmental Management Act, S.B.C. 2003, c. 53 in connection with its acquisition of the Lands.

Enforcement of TLA. British Columbia and BC Hydro may, in their sole discretion, enforce any term or condition of the TLA, including any acknowledgement, agreements, representations and warranties, releases, indemnities or any other obligation of HRFN, against the Designated Entity or HRFN or both of them.

Legal Advice. The Designated Entity acknowledges that it has had the opportunity to obtain independent legal advice relating to the terms and conditions of this Agreement and the TLA, a copy of which is attached as Schedule A, and that the signatories have read and understand the terms and conditions of the foregoing agreements.

(b)

the Parties will negotiate and attempt to reach agreement on a replacement for the part declared or held invalid with a view to achieving the intent of the Parties as expressed in this Agreement.

240150.00154/91186584.4

Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and, except as set out in this Agreement, British Columbia has and BC Hydro have not made any representation, warranty, collateral agreement or agreed to any condition, right or obligation affecting this Agreement. Without limiting the generality of the foregoing, nothing in the negotiation of this Agreement, or in any correspondence or document leading to this Agreement, including any term sheet, forms part of this Agreement.

Further Acts and Assurances. The Parties will, upon the reasonable request of the other, make, do, execute or cause to be made, done or executed all further and other lawful acts, deeds, things, devices, documents, instruments and assurances whatever for the better and absolute performance of the terms and conditions of this Agreement.

No Implied Waiver. Any waiver of: (a)

a provision of this Agreement;

(b)

the performance by a Party of an obligation under this Agreement; or

(c)

a default or breach by a Party of an obligation under this Agreement,

will be in writing and signed by the Party giving the waiver and will not be a waiver of any other provision, obligation or subsequent default or breach. 10.

Successors. This Agreement will enure to the benefit of and be binding on the Designated Entity and its successors and British Columbia.

11.

No Admissions. Nothing in this Agreement, in the negotiation of this Agreement or in any prior document leading to this Agreement will be construed as an acknowledgment by British Columbia or BC Hydro that it has an obligation to provide any financial, economic or other accommodation to HRFN.

12.

Not a Treaty. This Agreement does not: (a)

constitute a treaty or land claims agreement within the meaning of section 25 or 35 of the Constitution Act, 1982 (Canada); or

(b)

recognize, affirm, define, deny, limit or amend any aboriginal rights or titles or any responsibilities of the Parties except as set out in this Agreement.

13.

No Fettering. Nothing in this Agreement will be interpreted in a way that fetters the discretion given to any Provincial Official in an enactment.

14.

Amendment. This Agreement may be amended from time to time by the Parties in writing.

240150.00154/91186584.4

15.

Governing Law. This Agreement will be governed by and construed in accordance with the laws of British Columbia and Canada, as applicable.

16.

Signed on behalf of HER MAJESTY THE QUEEN IN RIGHT OF BRITISH COLUMBIA by the Minister of Aboriginal Relations and Reconciliation or the Ministerâ&#x20AC;&#x2122;s authorized representative as of _____________, 20______:

Signed on behalf of BRITISH COLUMBIA HYDRO AND POWER AUTHORITY as of _____________, 20______ by:

Signed on behalf of HALFWAY RIVER FIRST NATION as of _____________, 20______ by:

Signed on behalf of the Designated Entity as of _____________, 20______ by: [Name of Company]

Per: Authorized Signatory

240150.00154/91186584.4

Execution Version

SCHEDULE B “7” – GST CERTIFICATE CERTIFICATE AS TO REGISTRATION STATUS OF PURCHASER (FORM 221(2)(b)) Certificate as to Registration Status of Purchaser (Paragraphs 221(2)(b) and (c)) FROM:

[the “Vendor”]

TO:

[the “Purchaser”]

RE:

[the “Property”]

THE PURCHASER HEREBY CERTIFIES TO THE VENDOR PURSUANT TO PARAGRAPHS 221(2)(b) AND (c) OF THE EXCISE TAX ACT, R.S.C. 1985, c. E-15 (THE “ACT”) THAT THE PURCHASER: is a prescribed recipient under the Act. [OR] is registered under Part IX of the Act, its registration number is [number] and the Purchaser will account for the tax payable in respect of the purchase of the Property in accordance with the Act. The Purchaser acknowledges that the Vendor is relying on this Certificate in connection with the sale of the Property. Each term that is used in the Certificate and that is defined in, and for the purposes of, Part IX of the Act has the meaning assigned to it in Part IX of the Act. DATED [month, day, year]. [Name of Corporate Vendor] Per: [Name of Individual Vendor]

240150.00154/91186584.4

Execution Version

SCHEDULE B “8” Consent of HRFN in relation to Property Transfer Tax Matters TO WHOM IT MAY CONCERN: 1.

Article 11 of the Site C Tripartite Land Agreement (the Agreement) between the Province of British Columbia, BC Hydro and the Halfway River First Nation (“HRFN’), executed [date of execution], provides that BC Hydro is responsible for property transfer tax payable under the Property Transfer Tax Act, R.S.B.C. 1996, c. 378 in relation to the transfer of land under the Agreement (the “Property Transfer Tax”).

In the event that: a.

an exemption from Property Transfer Tax is not enacted prior to the date on which payment of that tax is due, or

the Province pays the Property Transfer Tax,

then HRFN hereby c.

authorizes the Ministry of Finance and the Ministry of Aboriginal Relations and Reconciliation, and BC Hydro to deal directly with one another in regard to all matters relating to the Property Transfer Tax, and

agrees that if there is any refund payable in respect of the Property Transfer Tax paid by the Province or BC Hydro, then the amount of that refund may be retained by payee.

Executed on the _____ day of _______, 20__ _____________________________________________ Signature of the duly authorized signatory for the Halfway River First Nation _____________________________________________ Name and Title (please print)

240150.00154/91186584.4

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240150.00154/91186584.4

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240150.00154/91186584.4

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Execution Version

SCHEDULE D “2” – SITE C PROJECT DESCRIPTION The Site C Project is the project described in Volume 1, sub-sections 4.3 to 4.5 of the Amended Environmental Impact Statement for the Site C Clean Energy Project prepared by BC Hydro and submitted to the Joint Review Panel on August 2, 2013, and as authorized by the EAC and FDS. The Site C Project consists of a proposed third dam and hydroelectric generation station on the Peace River together with all associated structures, to be constructed and operated in northeastern British Columbia, near Fort St. John. In general terms, the components of the Site C Project are: •

Dam, generating station, and spillways;

•

Reservoir;

•

Substation and transmission lines to Peace Canyon Dam;

•

Highway 29 realignment;

•

Quarried and excavated construction materials;

•

Worker accommodation; and

•

Road and rail access.

240150.00154/91186584.4

This is Exhibit 'K' mentioned and referred to in the Affidavit of Robert McCullough, affirmed before me in the City of Portland, in the State of Oregon, this 31 st day of January, 2018.

A Notary Publi®,-efc:

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&u&//vfr OFFICIAL STAMP

TRACEY ELIZABETH BELOING NOTARY PUBUC-OREGON

COMMISSION NO. 939746 MY COMMISSION EXPIRES JUNE 03, 2019

(18001-001/00637997.1)

BCUC INQUIRY RESPECTING SITE C

FF1-1

Fred James Chief Regulatory Officer Phone: 604-623-4046 Fax: 604-623-4407 bchydroregulatorygroup@bchydro.com

August 30, 2017 Mr. Patrick Wruck Commission Secretary and Manager Regulatory Support British Columbia Utilities Commission Suite 410, 900 Howe Street Vancouver, BC V6Z 2N3 Dear Mr. Wruck: RE:

British Columbia Utilities Commission (BCUC or Commission) British Columbia Hydro and Power Authority (BC Hydro) Inquiry Respecting Site C Clean Energy Project (Site C or the Project)

BC Hydro encloses its Filing to the Commission to address the matters set out in BCUC Order No. G-121-17, dated August 9, 2017 (“Terms of Reference”), respecting Site C. Site C has been the subject of a number of reviews and determinations by Government, regulators and the courts. The current Inquiry is an opportunity to: •

assess BC Hydro’s progress against the Project budget and schedule;

•

understand the implications of suspending, or terminating and remediating, the Project part-way through construction, including the impact on ratepayers of recovering Project-related costs and of securing alternative supply resources; and

•

consider, in light of current circumstances, how the Project benefits compare to other viable resource alternatives. The key benefits include (i) a long-term supply of low cost energy, (ii) flexible capacity that can be relied on to be available at the times when consumption is greatest and that can facilitate the integration of intermittent renewable resources like wind and solar, and (iii) low greenhouse gas emissions.

BC Hydro’s Filing This Filing addresses all of the matters identified in Commission Order No.G-121-17. A concordance table showing where items in the Terms of Reference are addressed is provided in Appendix U. Our goal has been to provide a succinct and clear submission, while also acknowledging the complexity of the Project, the complexity of energy planning and BC Hydro’s supply/demand needs. The Filing provides context, Project background and a summary of BC Hydro’s analyses relevant to the Terms of Reference. Detailed supporting information and analyses are provided in appendices or hyperlinked documents.

British Columbia Hydro and Power Authority, 333 Dunsmuir Street, Vancouver BC V6B 5R3 www.bchydro.com

August 30, 2017 Mr. Patrick Wruck Commission Secretary and Manager Regulatory Support British Columbia Utilities Commission Inquiry Respecting Site C Clean Energy Project (Site C or the Project)

Page 2 of 2

Some of the analysis presented in this Filing predates the Terms of Reference, and was performed as part of BC Hydro’s ongoing resource planning and Site C project management. In many cases, the information has also been presented in other regulatory proceedings. Notable exceptions are updates to information where current circumstances have changed and a new analysis of the implications of suspension and termination of Site C, which have been performed solely for this Inquiry. Public Web Page Provides Access to Documents Relied Upon by Deloitte LLP The Commission’s consultant (Deloitte LLP) has, over the past few weeks, requested documents and information from BC Hydro, which we have provided in accordance with Commission Order No. G-121-17. 1 We have created a public web page that will house the documents relied upon by Deloitte LLP, other than those containing commercially sensitive information. The web page can be accessed via www.sitecproject.com/submissions. We expect this work will take a number of days to complete. Contacts for Communications Regarding this Inquiry The Commission’s correspondence related to this proceeding should be directed to Fred James at 604-623-4046 or by email at bchydroregulatorygroup@bchydro.com. Media or public inquiries should be directed to BC Hydro Media Relations at 604-9286468. Yours sincerely,

Fred James Chief Regulatory Officer fj/af

Enclosure

“BC Hydro must provide the Commission and its consultants with access to all relevant documents and information, as requested, pertaining to the Site C project as well as provide access to all relevant employees and BC Hydro consultants and/or contractors involved with the Site C project. BC Hydro is to provide the Commission with all reasonable assistance, as required, in meeting the requirements of the terms of reference established in Order in Council No. 244.”

BC Hydro Submission to the British Columbia Utilities Commission Inquiry into the Site C Clean Energy Project

August 30, 2017

1 Executive Summary

1 2 3 4 5 6

Executive Summary

This Filing responds to the August 2, 2017 Terms of Reference (Terms of Reference) provided to the British Columbia Utilities Commission (Commission) regarding the Site C Clean Energy Project (Site C or the Project).1 The Terms of Reference inquire about the implications of three scenarios, and pose several related sub-questions. The scenarios are: “(i) Completing the Site C project by 2024, as currently planned,

7 8

(ii) Suspending the Site C project, while maintaining the option to resume construction until 2024, and

(iii) Terminating construction and remediating the site.”

BC Hydro has performed the analysis to respond to the Terms of Reference. We conclude that:



The best option for ratepayers is to complete Site C by 2024 as currently planned;



Terminating the Site C Project, remediating the site and acquiring alternative resources would cost ratepayers $7.3 billion on a present value basis;



Suspending the Site C Project, acquiring alternative resources for the period of suspension, and then resuming and completing construction would cost ratepayers $1.1 billion on a present value basis. The project cost in this scenario would be $12.9 billion when the assets enter service;



There are substantial risks that the Project would not be able to resume following a period of suspension and would be terminated. Suspension would forego the benefits of a fully-staffed project team, awarded contracts and benefit agreements, advanced design, and the permits and authorizations for current work. Re-establishing these benefits is time-consuming, costly, and may not be possible. A scenario where the Project is suspended and then terminated would cost ratepayers $7.3 billion on a present value basis.

15 16 17 18 19 20 21 22 23 24 25 26 27 28

Available on the Commission website at http://www.bcuc.com/Documents/SpecialDirections/2017/08-022017-OIC-244.pdf.

BC Hydro Submission to the British Columbia Utilities Commission Inquiry into the Site C Clean Energy Project Page 1

1 Executive Summary

On the specific questions in section 3 of the Terms of Reference, this filing shows that:



BC Hydro expects to complete Site C on time and on budget, and we have the appropriate level of schedule and cost contingency;



Site C provides a long-term supply of low cost, clean energy. No other portfolio of commercially feasible generating projects and demand-side management initiatives could provide similar benefits (including firming; shaping; storage; grid reliability; and maintenance or reduction of 2016/17 greenhouse gas emission levels) to ratepayers at similar or lower cost as the Site C project;



When considered together, developments since BC Hydro prepared our Current Load Forecast suggest a net increase in our energy and capacity requirements; and



Site C is a flexible resource that enables the integration of new renewable intermittent resources like wind, solar and run-of-river hydro, which require the support of dependable and flexible resources like storage hydro.

4 5 6 7 8 9 10 11 12 13 14 15 16

1.1

BC Hydro Expects to Complete Site C On Time and On Budget

BC Hydro expects to complete Site C on time and on budget. Site C is expected to come into service in 2024. The expected total cost of the Project is $8.335 billion, and we do not expect to use the additional $440 million project reserve established and held by the B.C. Government. Please see Section 4 for further discussion.



BC Hydro has acquired land rights, holds environmental assessment approvals, has over 200 authorizations for construction work, and has a number of major contracts in place for the Project. BC Hydro has benefit agreements in place with six Treaty 8 First Nations, four communities, and the Peace River Regional District. Those six First Nations have confirmed they do not oppose the Project;



BC Hydro has been constructing Site C for over two years and construction of the project is well-advanced. See Appendix E for photos and videos of construction progress. We have spent $1.8 billion (or 22 per cent) of the budgeted $8.335 billion as of June 30, 2017,2 and we forecast that by December 2017 we will have spent $2.1 billion;

17 18 19

22 23 24 25 26 27 28 29 30

June 30, 2017 is the end of the most recent quarter for BC Hydro.

BC Hydro Submission to the British Columbia Utilities Commission Inquiry into the Site C Clean Energy Project Page 2

1 Executive Summary



The current variance between our planned spend to date and actual spend to date is due to differences in the timing of expenditures;



The Project schedule incorporates sufficient cost and schedule contingency to address challenges.

2 3 4 5 6 7 8 9 10

1.2

Customer demand for electricity in British Columbia is growing. In order to meet this growing demand and still maintain reliable service for our customers, BC Hydro requires both sufficient energy3 and sufficient dependable capacity.4 Please see Section 5 for further discussion. 

BC Hydro forecasts steady growth in load under a range of future circumstances;



We developed our Current Load Forecast using a methodology that has been presented in a number of Commission proceedings, accepted by Government and endorsed by the Joint Review Panel that considered Site C’s Environmental Impact Statement;



Without Site C, we would need new energy and capacity resources on the timeline shown in Figure 1. Accessing dependable capacity will be one of our most pressing concerns for years to come.

11 12 13 14 15 16

Customer Demand for Electricity is Growing

17 18

Figure 1

19 20

Timing of Energy and Peak Capacity Shortfall (Without Site C and Without Electrification)

Peak Capacity Shortfall ShortShorShortfall Without With LNG

F2018

F2023

LNG

F2028

F2031

With LNG

Without LNG

F2025

Energy Shortfall 3 4

Energy: the total requirements of our customers, often measured in gigawatt hours per year (GWh/year). Dependable capacity: the ability of resources to be available during customers’ peak load periods, which, in B.C., typically occur during cold winter evenings, often measured in megawatts (MW).

BC Hydro Submission to the British Columbia Utilities Commission Inquiry into the Site C Clean Energy Project Page 3

1 Executive Summary



Developments that have occurred since we prepared the Current Load Forecast suggest a net increase in our requirements for energy and capacity;



The significant emerging potential for load growth from initiatives targeting greenhouse gas emission reductions through electrification of fossil-fuel powered end uses (such as electric vehicles or building heating systems) could further increase our requirements for energy and capacity.

2 3 4 5 6 7 8 9 10

1.3

There are no other portfolios of alternative resources that could provide similar benefits to ratepayers at similar or lower cost to Site C. 

A resource portfolio that includes Site C is the lowest cost resource, even before the consideration of termination and remediation costs. Site C is significantly lower cost after those costs are considered;



The Project costs incurred and committed to date reduce the effective capital cost to complete the Project and reduce the effective cost of Site C in comparison to the terminate and suspend scenarios;



On a Unit Energy Cost basis, the costs of acquiring alternative energy would be 4.5 times the net cost to complete Site C (Section 5.6);



Site C is a flexible capacity resource that will be available upon demand, facilitate the integration of intermittent renewable resources like wind and solar, contribute to the reduction of greenhouse gas emissions, and provide other reliability benefits. Please see Section 5 for further discussion.

11 12 13 14 15 16 17 18 19 20 21 22

1.4



A Supply Portfolio with Site C is the Lowest-Cost Option

Completing Site C is the Best Option for Ratepayers The work required to terminate and remediate the Project work site is estimated to cost approximately $1.1 billion, and would occur on the following timeline:

BC Hydro Submission to the British Columbia Utilities Commission Inquiry into the Site C Clean Energy Project Page 4

1 Executive Summary

Figure 2



3 4 5 6 7

As illustrated in Figure 3, in the event of suspension, BC Hydro expects it would take two years to ramp-up before construction could restart. Suspension introduces significant risk for restarting the Project. If the Project restarts, it would cost more and could take longer to complete;



The costs of the work to suspend or terminate the Project must be combined with the cost of alternative sources of energy and capacity to develop the total costs to ratepayers;



Table 1 summarizes the additional cost to ratepayers, as compared to completing Site C, of terminating or suspending the Project and acquiring alternative sources of energy and capacity;

11 12

14 15 16 17 18

Timeline to Suspend the Project



The work required to suspend the Site C project, while maintaining the option to resume construction until 2024, is estimated to cost approximately $1.2 billion. This work costs more than the termination and remediation work because it is more involved and technically complex and includes an extensive maintenance and monitoring program over the period of suspension. It is estimated to occur on the following timeline: Figure 3

Timeline to Terminate the Project

BC Hydro Submission to the British Columbia Utilities Commission Inquiry into the Site C Clean Energy Project Page 5

1 Executive Summary

Table 1

1 2

Estimated Ratepayer Impacts of Termination and Suspension Scenarios Estimated Incremental Costs ($ billions) Nominal

Terminate Site C, remediate, acquire alternative resources Suspend Site C, maintain site, resume construction and complete Site C Suspend Site C, maintain site, terminate Site C, remediate, acquire alternative resources 3

ď&#x201A;ˇ

4 5 6 7

Est. Incremental Cumulative Rate Increases (%) in F24

in F32

in F94

81.4

7.3

9.6

1.1

82.6

7.3

The additional cost to ratepayers compared to moving forward with the Project on the current schedule is shown in the following graphic. The green and red lines (the red line overlaps the green after fiscal 20305) rise over the long-term (indicating progressively higher costs for suspension and termination) due to the higher cost of alternative resources compared to Site C. Figure 4

8 9

Annual Rate Impacts of Termination and Suspension Scenarios

Suspend and Restart 2,500 2,000

Terminate

1,500 1,000 500 (500)

10 11

Suspend and Terminate

F18 F22 F26 F30 F34 F38 F42 F46 F50 F54 F58 F62 F66 F70 F74 F78 F82 F86 F90 F94

Additional Cost to Ratepayers Relative to Completing on Current Schedule ($ millions, nominal)

3,000

Note that the above figure shows the difference in costs to ratepayers between the scenario where Site C is completed as currently planned and the termination and suspend scenarios.

Fiscal 2030 is from April 1, 2029 to March 31, 2030. BC Hydro Submission to the British Columbia Utilities Commission Inquiry into the Site C Clean Energy Project Page 6

1 Executive Summary



In addition to the ratepayer impacts, termination and suspension would result in adverse implications to a number of other persons and groups, including loss of jobs, loss of benefits and revenues to communities and their residents, and loss of benefits including payments and land to Aboriginal groups;



Completing Site C is far better than the termination or suspension scenarios based on standard economic and ratepayer measures. Please see Sections 6 and 7 for further discussion.

2 3 4 5 6 7 8

1.5

Completing Site C as Planned Would Still Be Best for Ratepayers Even Under Adverse Scenarios

BC Hydro’s sensitivity analyses (Section 8) demonstrate that completing the Project on its current schedule would still be significantly better for ratepayers than either suspension or termination even in the event of:



A significant cost overrun: Continuing with Site C is preferred over terminating or suspending the project even under a scenario where the project cost increases significantly;



Very pessimistic load and cost scenarios: In this adverse scenario, BC Hydro expects to be able to recover the remaining costs of Site C through exports of electricity, if necessary; and



Much lower than forecast cost of resource alternatives: Since the cost of completing Site C has been reduced by work performed to date, continuing construction is less expensive than termination and suspension under any plausible range of the cost of alternatives.

10 11

14 15 16 17 18 19 20 21 22

BC Hydro Submission to the British Columbia Utilities Commission Inquiry into the Site C Clean Energy Project Page 7

4 Site C is on Time and on Budget

1 2 3 4 5 6 7 8 9 10

The Terms of Reference direct the Commission to answer the following question: “After the commission has made an assessment of the authority’s expenditures on the Site C project to date, is the commission of the view that the authority is, respecting the project, currently on time and within the proposed budget of $8.335 billion (which excludes the $440 million project reserve established and held by the province)?” The Project is on time and on budget, through proactive management of geotechnical and construction risks to schedule and budget. This section explains the basis for our assessment with a focus on the following: 1.

The Site C capital cost estimate was the product of a robust process and appropriate assumptions. It was peer reviewed, and assessed favourably, by external entities;

Project Expenditures to June 30, 2017, are $1.8 billion (22 per cent of the $8.335 budget) and are expected to reach $2.1 billion by December 31, 2017;

BC Hydro has unused cost contingency of more than $800 million, over and above the $440 million Project Reserve held by Government;

BC Hydro has schedule contingency (or “float”) in each of its major contracts. In addition, BC Hydro has a year of float on the scheduled Project in-service dates to manage unexpected delays; and.

Though there remain risks to Project execution in the future, BC Hydro expects to complete Site C within the existing budget and on the current schedule.

11 12 13 14 15 16 17 18 19 20 21 22

Site C is on Time and on Budget

4.1

Site C is on Budget

The Project is on budget. The Project budget has contingency built into it. We have used some of that contingency, but the contingency we have used has been more than offset by increased contingency due to reductions in financing rates. The net effect is that BC Hydro has more unused contingency now than at the time of the Final Investment Decision.

4.1.1 Robust Budget Estimate Was Endorsed by External Experts

23 24 25 26

29 30 31 32

BC Hydro has a history of delivering projects on budgets, which is built upon its estimating and project management practices. As discussed in Appendix T, the most recent assessment of BC Hydro’s performance shows that projects came in at 0.94 per cent less than budget on a total of $6.36 billion of spending. BC Hydro Submission to the British Columbia Utilities Commission Inquiry into the Site C Clean Energy Project Page 24

4 Site C is on Time and on Budget

1 2 3 4 5 6 7 8 9 10 11 12

The Site C capital cost estimate was prepared in 2014 to inform the decision on whether to proceed with the Project and as a basis for the Project budget. As described below, the budget was the product of a robust process and appropriate assumptions. It was also peer reviewed and assessed favourably, by two external entities. A third external expert endorsed the Project risk management plan. BC Hydro prepared the estimate of the cost of construction by dividing the Project into multiple work areas that corresponded to the major contract packages identified in the procurement approach. In order to develop an estimate for the two largest work packages (main civil works and generating station and spillway), two estimating teams initially worked in parallel without coordination, and then compared their work. This parallel process improved the overall quality of estimating assumptions and reduced the potential for estimating inaccuracies.

In 2014, once we had estimated the construction costs, we used a Monte Carlo model22 to review the potential cost variability for each work package associated with the following areas of risk: design uncertainty, labour, estimate accuracy, contractor markups, and typical variances associated with economic conditions. These steps gave us a comprehensive estimate.

As discussed above, we commissioned three external reviews in 2014:

13 14 15 16

20 21 22 23 24 25

26 27 28 29 30 31

KPMG verified that both the methodology for developing the assumptions and the construction of the financial model were appropriate. In their 2014 report, KPMG concluded that BC Hydro had “followed reasonable and appropriate processes for developing the Assumptions used in the Financial Model” and overall, BC Hydro had “diligently assessed project risk events and allowed for Project Contingency to address such risks”; A panel of experienced independent contractors completed an additional review of the estimate of direct construction costs in October 2014. The panel concluded in their report that the direct cost estimate appeared to cover all anticipated costs associated with constructing the works in the planned time schedule. They also concluded that BC Hydro had sufficient allowances/contingency to cover any reasonable increase in cost resulting from design development or cost estimate uncertainty; and

A Monte Carlo analysis is an industry standard approach for assessing risk and estimating contingency. The approach assesses the probabilities around multiple factors that affect project costs, and generates a probabilistic distribution of potential cost outcomes.

BC Hydro Submission to the British Columbia Utilities Commission Inquiry into the Site C Clean Energy Project Page 25

4 Site C is on Time and on Budget

2 3 4 5 6 7 8 9

Marsh Canada was asked to review and comment on the risk management approach and framework put in place by the Site C Project. The review was conducted to ensure that the framework aligned with industry best practices for the development of contingency amounts. Marsh Canada concluded that BC Hydro had developed a strong foundation for risk management for the Site C project.

The Final Investment Decision to approve and advance Site C to construction was announced on December 16, 2014. As part of this announcement, the Province of B.C. also announced: 

A project schedule with a construction start date of summer 2015 and the last generating unit in-service by November 2024 (see Table 7 below);



A project cost estimate of $8.335 billion; and



The establishment of a $440 million Project Reserve, held by Treasury Board (i.e., Government), to account for events outside of BC Hydro’s control that could occur over an eight-year construction period.

10 11

14 15 16 17 18 19

4.1.1.1

Site C Budget

Table 2 below presents the budget for the Site C Project. The budget included a $794 million contingency (over and above the $440 million Project Reserve held by Government). Table 2

Project Budget Description

Dam, Power Facilities, and Associated Structures

Capital Amount (Nominal $ million) 3,559

Offsite Works,

624

Construction Management and Services

757

Total Direct Construction Cost

4,940

Indirect Costs

1,194

Total Construction and Development Cost

6,134

Contingency

794

Interest During Construction

1,407

Expected Project Cost, before Treasury Board Reserve

8,335

Treasury Board Reserve Total Project Cost

440 8,775

BC Hydro Submission to the British Columbia Utilities Commission Inquiry into the Site C Clean Energy Project Page 26

4 Site C is on Time and on Budget

4.1.2

Significant Work Has Been Completed to June 30, 2017 at a Cost of $1.8 billion

Cumulative Project expenditures to June 30, 2017 (the most recent completed quarter) total $1.8 billion. This investment has gone into work such as field and technical studies, acquiring the necessary land rights, obtaining environmental assessment approvals and over 200 authorizations, entering into several major contracts, consultation with Aboriginal groups, and advancing the construction of the Project. Refer to section 3 and Appendices B and D for further details.

4.1.2.1

3 4 5 6 7

10 11 12 13 14 15 16 17 18 19

Key Contracts Are in Place

Several major construction contracts (i.e. those greater than $50 million in value) have been awarded to date, with a combined scope of work valued at approximately $2.7 billion. These contracts include the Main Civil Works, Worker Accommodation, Left Bank Site Preparation and Turbine-Generator contracts. BC Hydro has spent or entered into contracts totalling $4.0 billion. Post-construction amounts committed are included in this estimate at their present value23. This number includes the $1.8 billion spent to June 30, 2017. The $4.0 billion is approximately half of the overall $8.335 billion project budget. BC Hydro has reduced procurement and construction cost risk by entering into these contracts (see Appendix D for further discussion).

If the Project were to be terminated, the committed value of $4.0 billion would not be fully expended as the contracts have termination clauses that allow BC Hydro to exit contracts without paying the entire contract amount. BC Hydro would still be accountable for costs associated with payments for contractor work to date and demobilization costs. Refer to Section 6.1.2.1 for further discussion of the impact of contract termination.

4.1.2.2

Project construction work that has been completed to date includes:

ď&#x201A;ˇ

Temporary 329-metre Peace River construction bridge (completed in March 2016);

ď&#x201A;ˇ

Worker Accommodation: 1,600-person worker accommodation lodge (completed August 2016);

If present value amounts are included at their nominal value the total commitments are $4.5 billion.

20 21 22 23 24

29 30 31

Construction Work Completed to Date

BC Hydro Submission to the British Columbia Utilities Commission Inquiry into the Site C Clean Energy Project Page 27

4 Site C is on Time and on Budget



Improvements to public roads, 240 Road and 269 Road (substantially completed in fall 2016);



Left bank excavation work – 3.2 million cubic metres excavated (substantially completed in late 2016);



Temporary substation on the right bank (completed July 2016);



Main Civil Works has mobilized to site, constructed offices, procured equipment, constructed batch and crushing plants;



New rail siding (Septimus) on right back (completed October 2016);



Right bank site preparation work was completed in December 2016, with the exception of some clearing work in the lower reservoir area;



Moberly River construction bridge (completed December 2016);



South bank cofferdam and cut-off wall (completed at the end of March 2017 and deficiencies completed in April 2017);



Various telecommunications facilities – cellular, VHF, Tetra (completed June 2017); and



Viewpoint on the north bank of the Peace River above the dam site is now open for public use;



Highway 29 site preparation and clearing for Cache Creek corridor; and



Mitigation work on over 90 archaeological sites and disturbance of approximately 60 sites, resulting in recovery of thousands of artifacts.

1 2 3 4

13 14 15 16 17

20 21

4.1.2.3



The turbines and generators contractor mobilized to site in April 2017 and commenced construction of their on-site manufacturing facility.



Main Civil Works – left bank stabilization, approach channel, inlet slurry wall, inlet and outlet portal, powerhouse, spillway and stilling basin excavations are in process (approximately 9 million cubic metres of excavation completed to date);



Transmission line clearing and access road construction has commenced;

23 24 25 26 27 28

Construction Work Currently in Progress

BC Hydro Submission to the British Columbia Utilities Commission Inquiry into the Site C Clean Energy Project Page 28

4 Site C is on Time and on Budget

Ongoing archaeological site investigation and mitigation work.



The work zones at the main site as of August 2017 are shown in Figure 7 below. Figure 7

Site Work Zones

4.1.2.4



Work to advance the main civil works, focusing on left bank slope stabilization, excavations for the powerhouse, right bank drainage tunnel and the diversion tunnels and inlet portals, which are required for River Diversion in 2019;



Work will begin to construct the 800-metre concrete powerhouse buttress;



Clearing for the Transmission Line, Moberly River and Lower Reservoir;



Work will begin on the transmission lines and substation;



Public roadwork will be completed around the dam site area.

6 7

Key Upcoming Construction Activities in 2017

BC Hydro Submission to the British Columbia Utilities Commission Inquiry into the Site C Clean Energy Project Page 29

4 Site C is on Time and on Budget

1 2 3 4

4.1.2.5

Project Expenditures to June 30, 2017

The Site C Project has incurred $1.8 billion of costs to June 30, 2017 (the most recent concluded quarter). The breakdown of the costs to date is shown in Table 3 below. Refer to Appendix D for further details regarding work completed. Table 3

5 6

Schedule of Actual Costs Incurred to June 30, 2017, Compared to Budget

Work Activity

Budget $ million

Dam, Power Facilities and Associated Structures

Total Life to Date Actual %

$ million

3,559

562

Offsite Works

624

Construction Management & Services

757

442

4,940

1,050

367

100

366

Project Management and Engineering

360

178

Mitigation and Compensation

421

1,194

611

794

n/a

Interest During Construction

1,407

139

Expected Project Cost

8,335

1,800

Treasury Board Reserve

440

8,775

1,800

Subtotal - Direct Construction Costs Development and Regulatory Costs Construction Insurance

Subtotal - Indirect Costs Contingency

Total

13 14 15

Dam, Power Facilities and Associated Structures includes Earth fill Dam, Approach Channel and Roller Compacted Concrete Buttress, North Bank Stabilization, Cofferdams, Dykes and Diversion Tunnels, Access Roads, Powerhouse, Spillways, Intakes and Penstocks, Turbines and Generators, Substation and Transmission. Offsite Works includes Highway 29, Clearing, Land and Rights. Construction Management and Services includes Worker Accommodation Construction and Operations as well as overall Construction Management. No actual expenditures are presented for contingency in Table 3. When contingency funds are committed to a particular scope of work the resulting expenditures, when they occur, are presented on the same line as that scope of work.

4.1.3

BC Hydro Has a Large Contingency - Much of it is Unspent

4.1.3.1

The Contingency Has Increased to $1.195 billion, Not including the $440 million Treasury Board Reserve

7 8 9 10 11 12

18 19 20

As part of the total project capital cost estimate of $8.335 billion, $794 million (nominal) of contingency was allocated to the Site C Project at Final Investment BC Hydro Submission to the British Columbia Utilities Commission Inquiry into the Site C Clean Energy Project Page 30

4 Site C is on Time and on Budget

1 2 3 4

Decision in December 2014. Since then, additional project contingency amounts totalling $401 million have been identified to augment the initial allocation, making a total contingency budget of $1,195 million. This balance does not include $440 million of project reserve subject to the control of the Treasury Board. Table 4

Changes in Contingency since Final Investment Decision

Description Original Contingency Budget, at Final Investment Decision

794

Identified Savings on Forecast Interest-During-Construction: 2015 2016 2017

89 76 150

Total identified Savings on Forecast Interest-During-Construction

315

Other Cost Savings identified, to June 30, 2017 Total identified Cost Savings Total Contingency, June 30, 2017 7 8 9 10 11 12 13

$ million (Nominal)

86 401

1,195

The primary source of the increased contingency since 2014 is lower forecasted interest rates, which reduce the forecasted carrying costs (called Interest During Construction) on the debt incurred to finance the Project during construction25. In addition, Commission Approval of the Debt Management Regulatory Account in March 2016 enabled BC Hydro to proceed with part of our debt management strategy that included locking in historically low interest rates by hedging 50 per cent ($4.4 billion) of its forecast future debt issuances from fiscal 2017 to fiscal 2024.

The updates in 2015, 2016 and 2017 all resulted in lower interest rates forecast for the period to fiscal 2025 compared to the forecast in 2014. That translates to lower forecast Interest During Construction to the end of the Project of approximately $315 million. These savings have been added to contingency, as shown in Table 4 above.

4.1.4

14 15 16 17

20 21

We Are Carefully Managing Our Contingency

We are managing our contingency closely, and contingency amounts can only be committed following review by senior management and the Board of Directors. On 24 25

Excluding reserve subject to Treasury Board control of $440 million. BC Hydroâ&#x20AC;&#x2122;s interest rate forecasts are prepared by the Corporate Finance group independent of Site C, and rely on rate forecasts from the Provincial Government for the unhedged cost of debt.

BC Hydro Submission to the British Columbia Utilities Commission Inquiry into the Site C Clean Energy Project Page 31

4 Site C is on Time and on Budget

an annual basis (or more frequently if required), management must request approval from the Board for the portion of contingency required to manage the risks for that period. The Board of Directors will review any request to the Treasury Board for reserve, should that situation arise.

4.1.4.1

1 2 3

6 7 8 9 10

Current Remaining Contingency is $839 million

As of June 30, 2017, $356 million (or approximately 30 per cent of the total updated contingency budget of $1,195 million) has been committed to contracts for reasons including risk transfer to counterparties in awarded contracts and risk events that have occurred. The remaining contingency of $839 million exceeds the original budget for contingency at Final Investment Decision ($794 million) by $45 million. Table 5

Contingency Remaining As at June 30, 2017 ($ million)

Total Contingency Budget Less Contingency Committed to June 30, 2017

12 13 14 15 16 17 18 19 20 21 22 23 24

1,195 (356)

Contingency Remaining

839

Project Reserve Held by Treasury Board

440

Total Remaining Contingency, Including Project Reserve Held by Treasury Board

1,279

4.1.4.2

Forecast Use of Contingency

While contingency available provides an important indicator of the project’s ability to manage cost pressures, the key consideration in whether BC Hydro is “on budget” is whether the remaining contingency is sufficient to manage project risks. Contingency is required to manage cost pressures that arise during implementation, which are monitored and managed via a robust risk and progression management process. At the time of the decision to construct Site C, BC Hydro had developed a Risk Management Plan and a risk register to identify potential risks associated with project construction and mitigation strategies should those risks occur. As discussed in Section 4.1.1.1, this risk framework was evaluated by Marsh Canada who concluded that BC Hydro had developed a strong foundation for risk management for Site C. This risk assessment forms the basis for ongoing risk and contingency monitoring.

BC Hydro Submission to the British Columbia Utilities Commission Inquiry into the Site C Clean Energy Project Page 32

4 Site C is on Time and on Budget

1 2 3 4 5 6 7 8 9 10 11 12 13 14

To determine whether the total remaining project contingency is sufficient, we regularly review and update the expected use of contingency for each element of the scope of work. This considers the contracts awarded to date, work completed, and updated forecasts for scopes of work yet to be completed. The update considers both risks that are currently occurring on the Project, as well as an assessment of risks that could occur in the future. Current cost pressures being actively managed include: construction execution, in particular of the Main Civil Works, geotechnical risks, costs of compliance with environmental requirements and delays to permitting. In addition, there are several large procurements that are currently in process, with a risk that bids may be higher than budget, due to changes in commodity prices (concrete, steel) labour rates, productivity rates, increased costs for environmental protection measures. We are monitoring these cost variables and have assessed that the remaining $839 million of contingency is sufficient to manage such risks.

We continue to monitor and assess expenditure categories for potential cost savings. Overall, the total project cost is forecast to be within budget. There have been no draws on Treasury Board reserve.

4.2

15 16

Site C is on Schedule

Site C is on schedule. The project schedule has time contingency (referred to as float) built into it. We have used some of that float, but opportunities exist to enable us to regain of some of the float already used through proactive work with contractors including the Main Civil Works contractor.

4.2.1

19 20 21

24 25 26

Project In-Service Dates Remain on Track

Table 5 shows the milestone dates for key work completed to date. As shown, many milestones were completed ahead of the plan dates as of the Final Investment Decision.

BC Hydro Submission to the British Columbia Utilities Commission Inquiry into the Site C Clean Energy Project Page 33

4 Site C is on Time and on Budget

Table 6

Completed Interim Milestones

Description/ Status Site Prep, North Bank Complete Peace River Temporary Bridge Complete Worker Accommodation – Phase 3 Main Civil Works – Commence Mobilization to Site Main Civil Works – Commence North Bank Excavations Main Civil Works – South Bank Stage 1 Cofferdam Complete Main Civil Works – Powerhouse Excavation Complete 2 3

Table 7 Description/ Status

July 2017

Project in Service Dates Status

October 2020

On Track

November 2020

On Track

5L6 500 kV Transmission Line

July 2023

On Track

Generating Unit 1 (First Power)

December 2023

On Track

Generating Unit 6 (Final Unit)

November 2024

On Track

Site C Substation

April 2018

Final Investment 26 Decision Planned ISD

5L5 500 kV Transmission Line

Completed October 2016 March 2016 August 2016 March 2016 June 2016 April 2017

Table 6 presents the schedule in service dates for key project assets, and our assessment of the status.

Final Investment Decision Plan Date February 2016 May 2016 July 2016 September 2016 January 2017 May 2018

BC Hydro built time contingency (or float) into the Project schedule to allow for potential delays in construction so as to maintain the approved in-service dates. Providing for float is prudent in any project where there are risks that could impact schedule.

The November 2024 in-service date is not at risk since BC Hydro has retained for itself one year of float in the project in-service dates.

4.2.2

Most of the Owner’s Schedule Float Remains Unused

Site C manages the schedule by building Owner’s schedule float into the overall project schedule. Contract milestones are then established with contractors to preserve Owner’s schedule float in order to mitigate identified risks.

BC Hydro built two types of float into the overall project schedule, specifically:

12 13

17 26

“Owner’s schedule float,” or float held by BC Hydro to manage overall project schedule risks, and

Based on plan at Final Investment Decision, December 2014.

BC Hydro Submission to the British Columbia Utilities Commission Inquiry into the Site C Clean Energy Project Page 34

4 Site C is on Time and on Budget

2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21

“Contractor float,” is over and above Owner’s schedule float and is built into each contract schedule to address contractor risks during construction.

If identified risks were to materialize and a contract milestone is at risk of being missed, the contractor must submit a contract change request to BC Hydro. BC Hydro then assesses the impact to the overall project schedule and in some cases may request various mitigation measures (such as re-sequencing work or adding additional resources) to ensure contract milestones are met and Owner’s schedule float continues to be preserved. For example, contract milestones of March 1, 2019 (Complete Diversion Works) and June 1, 2019 (Complete Commissioning of Gates for Diversion) were established ahead of the Project milestone (Start of River Diversion) for September 1, 2019 so that BC Hydro and the contractor can take measures to mitigate any schedule slippage in March 2019, and still meet river diversion as scheduled. However, in the event that River Diversion is not completed by November 2019, BC Hydro has retained one year of owner’s schedule float to ensure that overall Government and Board Approved In-Service Dates of all units by November 2024 are not at risk. If the one year owner’s schedule float is used early in the Project it would not be available to address future construction risks. If the 2019 diversion milestone is not achieved, the one year owner’s schedule float would allow the project to still meet the 2024 in-service date, but it would likely trigger a draw on the Treasury Board reserve.

BC Hydro still retains its one-year owner’s schedule float and therefore the Government and Board Approved In-Service Date of all units by November 2024 is not currently at risk.

4.3

22 23

26 27 28 29 30 31 32

We Are Managing Project Issues that Arise

Site C is a large, complex capital project and as a result it is expected that construction challenges and contractor claims will occur during the construction period. As part of the project planning process BC Hydro identified potential risks to project success, as well as potential mitigation tools to address these risks. As discussed in Section 4.1.4.2 we actively review and update this risk assessment on a regular basis. Our Quarterly Progress Report to the Commission includes an assessment of the changes to these risks by quarter.27

Refer to https://www.sitecproject.com/document-library/quarterly-progress-reports-to-the-bcuc. BC Hydro Submission to the British Columbia Utilities Commission Inquiry into the Site C Clean Energy Project Page 35

4 Site C is on Time and on Budget

1 2 3 4 5 6 7

At any point in time there will be several “active risks” on the Project. This means that the risk event has occurred and BC Hydro is currently managing and mitigating the impact of the risk. BC Hydro has the resources and capabilities to manage these risks. Table 8 provides an overview of the major project work components and their current status. Discussion of the risks identified in Table 8 is provided below, and further discussion is available in Appendix D. Table 8

Work Component

Status

Early Works

Complete Construction Complete Operations on track Managing construction challenges and claims (see below) On track Schedule on track; Procurements underway Procurements on hold (see below)

Worker Accommodation Main Civil Works Turbine-Generator Transmission and Substation Highway 29 Realignment Generating Station and Spillways 9

Work Component Status

Procurements underway

Notes Camp is in operation Schedule and cost pressures identified Contract awarded Cost pressures being monitored Schedule mitigation under investigation Impact of Main Civil Works delays being monitored; Potential cost pressures

Main Civil Works contract:

BC Hydro has experienced challenges with the Main Civil Works contractor that has resulted in delays to some work areas and claims by the contractor. The major challenges and claims are described at a high level below

Contractor Mobilization and 2016 Delays

Commercial issues first arose in 2016 when delays occurred due to a combination of late mobilization and submittals, and permit delays. In order to recover the schedule, BC Hydro worked collaboratively with the contractor to re-sequence and accelerate activities on both the Left Bank and Right Bank. As a result of these activities, the contractor schedule for the Left Bank was recovered in February 2017 so the contractor can meet the contract milestones of “March 1, 2019 Complete Diversion Works” and “June 1, 2019 Complete Commissioning of Gates for Diversion” ahead

10 11

15 16 17 18 19 20

BC Hydro Submission to the British Columbia Utilities Commission Inquiry into the Site C Clean Energy Project Page 36

4 Site C is on Time and on Budget

1 2 3 4 5 6 7 8 9

of Project milestone “Start of River Diversion” on September 1, 2019. These contract milestones were set so the Project milestone (Start of River Diversion) could be met, and the Project milestone was set to allow BC Hydro to retain its owner’s schedule float. The diversion of the river will take several months to complete and must take place in the fall because of operating system constraints. On the Right Bank an agreement between the parties was made to accelerate work to allow progress on the Right Bank to be in a position to meet a key interface with the Generating Station and Spillways Civil contract, the next large contract to be awarded in late 2017 for start of construction in 2018.

BC Hydro is managing remaining claims associated with 2016 challenges within existing contingency funds.

Challenges in 2017 - Left Bank

In February 2017, a 400 metre tension crack appeared on the left bank of the dam site. This event temporarily stopped some construction excavation activities on the Left Bank. The issues were resolved and construction recommenced on April 24, 2017 with contract costs and schedule remaining within estimates.

14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

In May 2017, a second much smaller tension crack was observed in the temporary excavation for an access track above the future Diversion Tunnel Inlet Portal. BC Hydro and the contractor have developed a plan to safely continue excavation of the left bank and the contractor is presently safely resolving this tension crack. A constructability review involving BC Hydro’s engineers, the contractor’s engineers and the Technical Advisory Board is underway to confirm opportunities to further resequence work to meet contract milestones. The two events referred to above have placed additional pressure on the Left Bank schedule milestones leading up to the River Diversion in 2019. BC Hydro notes that these left bank challenges are currently forecast to result in the use of 3 months of float for this component of the work. These current challenges and any future challenges increase the risk related to River Diversion in 2019. Opportunities to recover schedule float have been identified and BC Hydro and the contractor are working to recover the schedule and maintain the overall project schedule for diversion in 2019.

Stability issues and tension cracks on the left bank were expected, which is why the slope is being excavated prior to completion of the Permanent Works.

Challenges in 2017 - Right Bank

Progress in 2017 on the right bank associated with preparation for placement of specialized concrete and the Right Bank Drainage Tunnel works has started to fall

BC Hydro Submission to the British Columbia Utilities Commission Inquiry into the Site C Clean Energy Project Page 37

4 Site C is on Time and on Budget

1 2 3 4 5 6 7 8 9

behind schedule for several reasons: the Right Bank Drainage Tunnel was temporarily shut down by WorkSafeBC because of an issue with silica dust; equipment for concrete production was mobilized later than scheduled; and, issues related to contract specifications for concrete mixes have arisen. These issues are being mitigated in various ways: the contractor is changing excavation methods in the right bank drainage tunnel to mitigate the amount of silica dust; the contractor has recently procured a larger crusher to meet aggregate production requirements; and, the contractor has refined their production processes to meet contract specification for concrete.

These issues have the potential to impact the site handover date for the Generating Station & Spillways Contractor.

Petrowest Corporation

On August 11, 2017, Petrowest Corporation, a 25 per cent partner in Peace River Hydro Partners (main civil works contractor), announced that it received a notice of termination from ACCIONA Infrastructure Canada Inc. pursuant to the general partnership agreement for the Site C Main Civil Works. Subsequently, Petrowest was placed into receivership on August, 15, 2017. Removal of Petrowest from the partnership is not expected to affect BC Hydro or construction of Site C in any major way. BC Hydro’s contract is with the partnership; the contractor’s equipment on site is owned by the partnership; and the labour agreements for on-site workers are with the partnership, not Petrowest. The remaining partners, ACCIONA and Samsung, are required to continue all work under the contract in place, and ensure they have sufficient resources to perform the work in accordance with the contract. Both ACCIONA and Samsung are multi-national corporations with extensive operations and experience in the development, engineering and construction of significant infrastructure projects.

14 15 16 17 18 19 20 21 22 23 24 25 26

BC Hydro had one contract directly with a subsidiary of Petrowest unrelated to the Main Civil Works contract. The primary scope of work related to the construction of the River Road pile wall, restoration of a portion of River Road, and construction of a bentonite lined ditch which is now complete. BC Hydro has engaged an alternate contractor to carry out the River Road Remediation work.

Highway 29 Work

Highway 29 is an arterial highway that connects Hudson’s Hope to Fort St. John, running along the north side of the Peace River. It is under the jurisdiction of the Ministry of Transportation and Infrastructure (MOTI). Six segments of the highway

27 28 29 30

34 35

BC Hydro Submission to the British Columbia Utilities Commission Inquiry into the Site C Clean Energy Project Page 38

4 Site C is on Time and on Budget

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31

totalling approximately 30 kilometres will be flooded by the Site C reservoir and therefore need to be realigned. The costs for the realignment are included in the Project budget and BC Hydro is managing the design work. However, the design must be acceptable to MOTI and meet its safety criteria. The contracts will be procured by MOTI since the highway is under MOTIâ&#x20AC;&#x2122;s jurisdiction. BC Hydro plans to construct the highway in stages beginning with the Cache Creek segment, which is closest to the dam site. Under BC Hydroâ&#x20AC;&#x2122;s original schedule, the highway work was scheduled to commence in summer 2017 so that it would be complete before River Diversion in fall 2019. River Diversion will occur during a short window from September to November and will create a head pond that may, under high water conditions, result in flooding of the existing bridge and highway in the Cache Creek area, creating a public safety risk. To mitigate the risk to the public, BC Hydro planned to complete the highway and bridge realignment in Cache Creek before river division. In June 2017 a request was made to BC Hydro to delay the start of this work to allow further discussions with local property owners and consultation with Aboriginal Groups. A delay in start of construction beyond September 1, 2017 could have resulted in missing the construction milestone for completion of the Highway 29 Cache Creek segment and, in view of the public safety concerns, could have delayed River Diversion. BC Hydro estimated delaying River Diversion for one year would cost approximately $630 million. MOTI has since advised that they are willing to discuss the implementation of mitigation measures that would manage the risk of flooding while allowing River Diversion to continue. This development will allow BC Hydro to proceed with River Diversion as scheduled, maintaining the Project schedule, while also postponing the commencement of highway work in Cache Creek, following completion of this Inquiry and further consultation with Aboriginal groups. Work on other project areas already contracted, including Turbine-Generators, Worker Accommodation and Transmission and Substation is progressing on schedule.

BC Hydro Submission to the British Columbia Utilities Commission Inquiry into the Site C Clean Energy Project Page 39

This is Exhibit 'L" mentioned and referred to in the Affidavit of Robert McCullough, affirmed before me in the City of Portland, in the

State of Oregon, this 31 st day of January, 2018. -7

A Notary

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OFFICIAL STAMP

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NOTARY PUBLIC-OREGON

COMMISSION NO. 939746 MY COMMISSION EXPIRES JUNE 03, 2019

{18001-001/00637997.1}

BCUC INQUIRY RESPECTING SITE C

F 1-2

Fred James Chief Regulatory Officer Phone: 604-623-4046 Fax: 604-623-4407 bchydroregulatorygroup@bchydro.com

September 14, 2017 Mr. Patrick Wruck Commission Secretary and Manager Regulatory Support British Columbia Utilities Commission Suite 410, 900 Howe Street Vancouver, BC V6Z 2N3 Dear Mr. Wruck: RE:

Project No. 1598922 British Columbia Utilities Commission (BCUC or Commission) Inquiry Respecting Site C British Columbia Hydro and Power Authority (BC Hydro) Confidential information Redacted in the BC Hydro Filing and Deloitte Reports

BC Hydro writes further to the Commission’s letter of September 7, 2017 which contemplates a process whereby interested parties are able to make a request of BC Hydro for access to confidential information that had been redacted in BC Hydro’s August 30, 2017 Filing (Filing) or the Deloitte Report “Site C Construction Review” dated September 8, 2017 (Deloitte Report). The process contemplates individuals being granted access upon signing an undertaking of confidentiality. We have significant concerns about the adequacy of this approach in the current circumstances. We are writing to propose a higher level of protection for some of the redacted information. Overview BC Hydro has used the undertaking process in prior proceedings, and it can work well in certain circumstances. The Commission has also recognized, however, that there are circumstances when protecting those who would be harmed by the release of information merits limiting disclosure to the Commission only. We submit, for the reasons outlined below, that the Commission’s standard undertaking is insufficient protection against harm to BC Hydro’s customers. We respectfully request that the Commission order the following approach to redacted information in BC Hydro’s Filing and the Deloitte Report:

British Columbia Hydro and Power Authority, 333 Dunsmuir Street, Vancouver BC V6B 5R3 www.bchydro.com

September 14, 2017 Mr. Patrick Wruck Commission Secretary and Manager Regulatory Support British Columbia Utilities Commission Confidential information Redacted in the BC Hydro Filing and Deloitte Reports