Request for Proposals

Design, Build, Finance, Operate & Maintain

The Regina Bypass Project

SaskBuilds Corporation

RFP Reference Number: SBRBP-RFP

Issued: August 22, 2014

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Table of contents

1.  INTRODUCTION .................................................................................................................. 4 1.1  General ........................................................................................................................ 4 1.2  Proponents and Proponent Representatives .................................................................... 5 1.3  Overview of the Stages of Project Procurement and Implementation .................................. 5 1.4  Fairness Advisor ........................................................................................................... 6 

2.  THE RFP DOCUMENTS AND THE DATA ROOM ........................................................................ 7 2.1  RFP Documents ............................................................................................................ 7 2.2  Conflicts or Inconsistencies in Documents ....................................................................... 7 2.3  Distribution of Documents to Proponents ........................................................................ 8 2.4  Data Room ................................................................................................................... 9 2.5  Proponent Investigations ............................................................................................... 9 

3.  THE RFP PROCESS ........................................................................................................... 11 3.1  RFP Process Timetable ................................................................................................ 11 3.2  Questions and RFP Documents Comments ..................................................................... 11 

3.2.1  Contact Person ....................................................................................................... 11 3.2.2  Clarification/RFI Submission Process ........................................................................ 11 3.2.3  RFP Documents Comments ...................................................................................... 12 

3.3  Communications Restrictions ....................................................................................... 13 3.3.1  Communications with Municipalities, Other Government Authorities, Utility Companies and Railway Companies .............................................................................................................. 13 3.3.2  Prohibited Contacts and Lobbying Prohibition ............................................................ 14 3.3.3  Media Releases, Public Disclosures and Public Announcements ................................... 15 3.3.4  Restrictions on Communications between Proponents – No Collusion ........................... 16 

3.4  Meetings with Proponents............................................................................................ 16 3.4.1  General Proponents Meeting .................................................................................... 16 3.4.2  Business-to-Business Networking Session .................................................................. 17 3.4.3  Commercially Confidential Proponent Meetings .......................................................... 17 3.4.4  Meetings with Municipalities, Utility Companies and Railway Companies ....................... 19 

3.5  Visiting the Lands ....................................................................................................... 20 3.5.1  Ownership of the Lands ........................................................................................... 20 3.5.2  Visits to the Lands .................................................................................................. 20 

3.6  Changes to Proponents and Proponent Team Members ................................................... 21 3.7  Addenda / Changes to the RFP Documents .................................................................... 23 3.8  Freedom of Information, Confidentiality and Copyright Matters ....................................... 23 

3.8.1  Freedom of Information and Protection of Privacy Act ................................................ 23 3.8.2  Confidentiality Agreements ...................................................................................... 24 3.8.3  Confidential Information .......................................................................................... 24 3.8.4  Copyright and Use of Information in Proposals ........................................................... 26 

3.9  Conflict of Interest and Ineligible Persons ...................................................................... 27 3.9.1  Conflict of Interest .................................................................................................. 27 3.9.2  Ineligible Persons .................................................................................................... 29 

3.10  Proponent Costs ......................................................................................................... 30 3.11  Insurance and Workers Compensation ........................................................................... 31 

3.11.1  Insurance Required during the RFP Process ............................................................... 31 3.11.2  Workplace Safety during the RFP Process .................................................................. 32 

4.  INITIAL TECHNICAL SUBMISSION AND PROPOSAL FORM AND CONTENT REQUIREMENTS ...... 33 4.1  Format and Content of the Initial Technical Submission ................................................... 33 4.2  Format and Content of the Proposal .............................................................................. 33 

5.  SUBMISSION, WITHDRAWAL, MODIFICATION OF THE INITIAL TECHNICAL SUBMISSION AND PROPOSALS AND LENDER REQUIREMENTS .................................................................................. 35 

5.1  Submission of Proposal ............................................................................................... 35 

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5.2  Withdrawal of an Initial Technical Submission or Proposal ............................................... 35 5.3  Amendment of Proposal .............................................................................................. 36 5.4  Proposal Irrevocability ................................................................................................. 36 5.5  Benchmarking and Lenders Commitment Letter ............................................................. 36 5.6  Extension of Proposal Validity Period ............................................................................ 37 5.7  Lender Requirements .................................................................................................. 37 5.8  Compliance of Initial Technical Submissions and Proposals .............................................. 38 

6.  REVIEW, CLARIFICATION AND CONSIDERATION OF INITIAL TECHNICAL SUBMISSIONS .......... 40 6.1  Technical Review Committee and Advisors ..................................................................... 40 6.2  Sponsors' Clarification and Verification of Initial Technical Submissions............................ 40 6.3  Review of Initial Technical Submissions ......................................................................... 40 

7.  CLARIFICATION AND EVALUATION OF PROPOSALS ............................................................. 42 7.1  Evaluation Committee and Advisors .............................................................................. 42 7.2  Sponsors' Clarification and Verification of Proposals ...................................................... 42 7.3  Evaluation of Proposals ............................................................................................... 43 

7.3.1  Step 1 – Compliance of Technical Proposals with Submission Requirements .................. 43 7.3.2  Step 2 – Review of the Proposal Submission Form and Team Member Declaration Forms 43 7.3.3  Step 3 – Review of the Technical Submission Information ............................................ 43 7.3.4  Step 4 – Compliance of Financial Proposals with Submission Requirements ................... 44 7.3.5  Step 5 – Review of the Financial Submission Information ............................................. 44 7.3.6  Step 5 – Ranking Process ......................................................................................... 45 

8.  GENERAL EVALUATION AND DISQUALIFICATION PROVISIONS ............................................. 45 8.1  Sponsors' Discretion in Determining Compliance and Ranking ......................................... 45 8.2  Disqualification ........................................................................................................... 46 

9.  NEGOTIATIONS AND THE IDENTIFICATION OF THE SUCCESSFUL PROPONENT ...................... 48 9.1  Evaluation Results and the Identification of a Successful Proponent ................................. 48 9.2  Negotiations ............................................................................................................... 48 

10.  SUCCESSFUL PROPONENT ................................................................................................ 50 10.1  Identification of the Successful Proponent and the Letter of Credit .................................. 50 10.2  Successful Proponent Obligations ................................................................................. 51 10.3  The Sponsors Authorization and Approvals ................................................................... 53 10.4  First Nations and Metis Engagement ............................................................................. 53 10.5  Early Works Agreement ............................................................................................... 53 

11.  GENERAL LEGAL MATTERS AND RIGHT TO ACCEPT OR REJECT .......................................... 55 11.1  General Rights of the Sponsors .................................................................................... 55 11.2  Special Circumstances ................................................................................................. 55 11.3  Sponsors' Liability for Proponent's Costs ....................................................................... 56 

11.3.1  General .................................................................................................................. 56 11.3.2  Honorarium ............................................................................................................ 56 11.3.3  Break Fee ............................................................................................................... 57 

11.4  Applicable Law, Attornment and Limit on Liability .......................................................... 58 11.5  Licenses, Permits, etc. ................................................................................................. 59 11.6  Power of Legislative Assembly ..................................................................................... 59 

12.  NOTIFICATION AND DEBRIEFING ........................................................................................ 60 13.  DEFINITIONS .................................................................................................................... 61 

13.1  General ...................................................................................................................... 61 13.2  RFP Definitions ........................................................................................................... 61 

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Schedules

SCHEDULE 1 RFP DATA SHEET SCHEDULE 2 DESIGN CONSULTATION PROCESS SCHEDULE 3 SUBMISSION REQUIREMENTS SCHEDULE 4 PROPOSAL SUBMISSION FORM SCHEDULE 5 PROPONENT TEAM MEMBER DECLARATION SCHEDULE 6 PRICE SUBMISSION FORM SCHEDULE 7 ADMINISTRATIVE CHECKLIST SCHEDULE 8 LETTER OF CREDIT SCHEDULE 9 FORM OF PROJECT AGREEMENT SCHEDULE 10 BENCHMARKING AND LENDERS COMMITMENT LETTER SCHEDULE 11 IDENTIFIED PROPONENT PARTIES FORM SCHEDULE 12 EARLY WORKS AGREEMENT

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1. INTRODUCTION

1.1 General

(1) The purpose of this request for proposals (“Request for Proposals” or “RFP”) is to invite eligible parties to prepare and submit competitive Proposals for the design, build, finance, operation and maintenance of the Regina Bypass Project (the “Project”) under a long-term project agreement (the “Project Agreement”). This RFP is issued by SaskBuilds Corporation (“SaskBuilds”) in conjunction with the Saskatchewan Ministry of Highways and Infrastructure (the “Ministry”). SaskBuilds and the Ministry are collectively referred to as the “Sponsors”.

(2) Proponents’ submissions provided in response to Section 4.1 of the RFP are referred to as "Initial Technical Submissions". Proponents’ submissions provided in response to Section 4.2 of the RFP, as may be revised by RFP Sections 5.3 and 5.5, if applicable, are referred to as "Proposals".

(3) The entity that is selected by the Sponsors to enter into the Project Agreement is referred to as the "Successful Proponent".

(4) Except as provided in RFP Section 1.1(4)(a), the procurement process to select a Successful Proponent shall commence with the issuance of this RFP and shall terminate on Financial Close or on the expiration of the Proposal Validity Period (or extended Proposal Validity Period, if applicable) whichever is earlier (or on financial close or expiration of the proposal validity period under any Replacement RFP). Except as provided in RFP Section 11.3.3, only Proponents that submit a Proposal in accordance with this RFP will acquire any rights under the RFP. Except as provided in RFP Sections 3.8.2 and 3.8.3 and except for the Sponsors' obligation to pay a Break Fee or Honorarium as applicable, all rights and obligations arising out of the RFP (the bidding contract or "Contract A") terminate either on the cancellation of this RFP Process by the Sponsors, if such cancellation occurs, or,

(a) for the Successful Proponent, on Financial Close (providing Commercial Close is reached prior to the expiration of the Proposal Validity Period, or extended Proposal Validity Period, if applicable); and

(b) for the Proponents that are not the Successful Proponent, on the expiration of the Proposal Validity Period (or extended Proposal Validity Period, if applicable) or Financial Close, whichever occurs first.

(5) SaskBuilds will manage the RFP Process on behalf of the Sponsors. During the RFP Process, Proponents shall contact SaskBuilds only through the Contact Person as set out in RFP Section 3.2.1.

(6) A brief description of the project that is the subject of this RFP (the "Project") is set out in the RFP Data Sheet.

(7) While SaskBuilds will manage the procurement process in respect of the Project, the Successful Proponent, subject to the requirements and conditions of the RFP

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Documents, will enter into the Project Agreement with the Ministry. SaskBuilds will not be a party to the Project Agreement.

1.2 Proponents and Proponent Representatives

(1) Subject to RFP Section 3.6, only those parties that were prequalified as Proponents through the Project's Request for Qualifications ("RFQ") process that preceded this RFP (the “Proponents”), together with any Reserve Shortlisted Proponent identified as a result of the RFP Process and subsequently identified as a Proponent in accordance with the RFQ, are eligible to participate in the RFP Process. The Proponents are listed in the RFP Data Sheet. The prequalification documents submitted by each of the Proponents in the RFQ Process that preceded, and was with respect to, this RFP Process are referred to as a Proponent's "RFQ Submission".

(2) All correspondence from the Sponsors to a Proponent will be sent to the person identified, in the Proponent's RFQ Submission, as the representative of the Proponent for the purpose of receiving information and notices on behalf of the Proponent (the "Proponent Representative"). Each Proponent is solely responsible to ensure that all contact information of the Proponent Representative is accurate and updated at all times during the RFP Process. A Proponent may update or revise its Proponent Representative’s information by notifying the Contact Person, in writing.

1.3 Overview of the Stages of Project Procurement and Implementation

(1) The Sponsors will carry out the procurement and implementation of the Project in accordance with the following stages:

(a) Stage 1 – RFQ Process

The RFQ stage ("RFQ Process") preceded the RFP Process and identified the Proponents. The RFQ Process is a stand-alone independent stage and is complete once the Proponents are identified by the Sponsors (whether identified initially as Proponents or added subsequently in accordance with the RFQ documents) and have received notification by the Sponsors that they are prequalified for the RFP Process.

(b) Stage 2 – RFP Process

The RFP process is the competitive procurement process described in detail in this RFP or any other document which may be issued in connection with the RFP process (including, for clarity, any amended, new or replacement RFP issued by the Sponsors pursuant to RFP Section 11.1(1)(g)) (“RFP Process”).

(c) Stage 3 – Implementation of the Project Agreement

Once the Project Agreement has been executed, the terms and conditions of the Project Agreement shall determine how the Project is to proceed.

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1.4 Fairness Advisor

The Sponsors have retained P1 Consulting Inc. (the “Fairness Advisor”) to monitor the RFP Process.

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2. THE RFP DOCUMENTS AND THE DATA ROOM

2.1 RFP Documents

(1) The RFP Documents (the "RFP Documents") are:

(a) this RFP or any request for proposals which may be issued in substitution for or replacement of this RFP (a “Replacement RFP”);

(b) Schedule 1 – RFP Data Sheet;

(c) Schedule 2 – Design Consultation Process;

(d) Schedule 3 – Submission Requirements consisting of:

(i) Part 1 – Technical Submission Requirements;

(ii) Part 2 – Financial Submission Requirements;

(iii) Part 3 – Proposal Format;

(e) Schedule 4 – Proposal Submission Form;

(f) Schedule 5 – Proponent Team Member Declaration;

(g) Schedule 6 – Price Submission Form;

(h) Schedule 7 – Administrative Checklist;

(i) Schedule 8 – Letter of Credit;

(j) Schedule 9 – Project Agreement (including all related Schedules, appendices and attachments) as listed in the RFP Data Sheet;

(k) Schedule 10 – Interest Rate Benchmarking;

(l) Schedule 11 – Identified Proponent Parties Form;

(m) Schedule 12 – Early Works Agreement; and

(n) Addenda to the RFP Documents, if any.

(2) Subject to RFP Section 2.2(1), the RFP Documents shall be read as a whole. The Schedules and Addenda, if any, constitute an integral part of this RFP and are incorporated by reference. For greater clarity, Background Information documents are not RFP Documents.

2.2 Conflicts or Inconsistencies in Documents

(1) For the purpose of the RFP Process, if there are any conflicts or inconsistencies among the terms and conditions of any RFP Documents the following shall apply:

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(a) in respect of matters of interpretation related to the RFP Process and all competitive procurement process matters, this RFP shall prevail over the Schedules to this RFP during the RFP Process;

(b) in respect of all matters of interpretation of the Project and the Project Agreement during the RFP Process, the Project Agreement shall prevail over this RFP and all other Schedules to this RFP; and

(c) for the purpose of resolving conflicts or inconsistencies among the documents that constitute the Project Agreement, the provisions of the Project Agreement dealing with conflicts or inconsistencies shall govern.

(2) Despite RFP Section 2.2(1), if the Proponent believes that there is any term or condition in any RFP Document that is ambiguous, or that conflicts or is inconsistent with any other term or condition in the RFP Documents, the Proponent shall notify the Sponsors of that ambiguity, conflict or inconsistency in accordance with RFP Section 3.2.2 and, for greater clarity, by the deadline set out in the RFP Data Sheet for the submission of RFIs.

(3) If there is a conflict or inconsistency between:

(a) the Sponsors' electronic version of an RFP Document as contained in the Data Room; and

(b) any other version of the same RFP Document (whether in electronic or hard copy),

the Sponsors' electronic version as contained in the Data Room shall govern.

(4) If there is any conflict or inconsistency between documents, including RFP Documents, contained in the Data Room and documents that are downloaded by the Proponent, the documents contained in the Data Room shall govern.

(5) If there is any conflict or inconsistency between two versions of the same RFP Document contained in the Data Room, the RFP Document of the later date or version number shall prevail over the same RFP Document of an earlier date or version number. Unless otherwise indicated, for the purposes of this RFP Section 2.2(5), the date of each RFP Document shall be determined by the date and time when that document was placed in the Data Room by the Sponsors.

2.3 Distribution of Documents to Proponents

(1) Except as provided in RFP Section 2.3(2), the Sponsors will circulate this RFP and all other RFP Documents, including Addenda, by placing them in the Data Room and notifying the Proponent Representatives by e-mail that RFP Documents or Addenda, as applicable, have been added to the Data Room. Notification to Proponents by SaskBuilds that documents have been added to the Data Room is a courtesy only and Proponents are solely responsible to ensure that they have reviewed all documents in the Data Room in accordance with RFP Section 2.4(3) and, in particular, have reviewed all documents in the Data Room immediately prior to submitting Initial Technical Submissions and Proposals, respectively.

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(2) The Sponsors may circulate some RFP Documents in paper copy. If the Sponsors circulate any RFP Documents in paper copy, Proponents will be notified of a paper copy circulation by way of a notice in the Data Room.

2.4 Data Room

(1) The Sponsors have established an electronic data room (the "Data Room") at a secure website address for:

(a) the distribution of RFP Documents and Addenda (including "black-lined" RFP Documents revised by Addenda);

(b) the provision of various types of background information for the Proponents' review ("Background Information"); and

(c) the receipt of RFIs from Proponents and the posting of responses to RFIs.

(2) Following execution and delivery of a Confidentiality Agreement by each Proponent and by each of the other Persons referred to in RFP Section 3.8.2, the Data Room will be accessible to such Proponent on approximately the date set out in the Timetable. The Sponsors may add, delete or amend documents in the Data Room at any time.

(3) Automated notifications are intended to be used to notify the Proponent Representative of additions and changes to the Data Room but each Proponent is solely responsible to ensure that it:

(a) contacts the Contact Person at the coordinates set out in the RFP Data Sheet to arrange access to the Data Room and receives a Data Room password;

(b) has the appropriate software which allows the Proponent to access and download RFP Documents and Background Information from the Data Room; and

(c) checks the Data Room frequently for the addition, deletion or amendment of RFP Documents, Background Information and the posting of responses to RFIs and, at all times during the RFP Process, keeps itself informed of and takes into account the most current RFP Documents, Background Information and responses to RFIs.

2.5 Proponent Investigations

(1) Each Proponent and each of its Proponent Team Members is solely responsible, at its own cost and expense, to carry out its own independent research, due diligence and to perform any other investigations, including seeking independent advice, considered necessary by the Proponent to satisfy itself as to all existing conditions affecting the Project or the Project Agreement. The Proponents' and Proponent Team Members' obligations set out in this RFP Section 2.5 apply irrespective of any Background Information in the Data Room or information contained in the RFP Documents or in responses to RFIs. The Proponents' and Proponent Team Members' obligation to carry out independent research, investigations, due diligence or to seek independent advice

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or, if applicable, their ability to rely on information provided by the Sponsors is more particularly set out in the Project Agreement.

(2) Except as explicitly provided in the Project Agreement, the Sponsors do not represent or warrant the accuracy or completeness of any information set out in the RFP Documents or made available to Proponents or Proponent Team Members in the Data Room as Background Information or of any other background or reference information or documents prepared by the Sponsors or by third parties and which may be made available to Proponents or Proponent Team Members by or through the Sponsors. Proponents and Proponent Team Members shall make such independent assessments as they consider necessary to verify and confirm the accuracy and completeness of all such information as any use of or reliance by Proponents or Proponent Team Members on any and all such information shall be at the Proponents' and Proponent Team Members' sole risk and without recourse against the Sponsors or the Government of Saskatchewan.

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3. THE RFP PROCESS

3.1 RFP Process Timetable

(1) The deadline for the submission of Initial Technical Submissions (the “Initial Technical Submission Deadline”), the deadlines for the submission of Proposals (the "Technical Proposal Submission Deadline" and the “Financial Proposal Submission Deadline”) and the general timetable for the RFP Process are set out in the RFP Data Sheet (the "Timetable").

(2) The Sponsors may amend the Timetable in their discretion:

(a) at any time prior to the Financial Proposal Submission Deadline for events that are to occur prior to or on the Financial Proposal Submission Deadline, including the Financial Proposal Submission Deadline itself; and

(b) at any time after the Financial Proposal Submission Deadline for events that are to occur after the Financial Proposal Submission Deadline.

3.2 Questions and RFP Documents Comments

3.2.1 Contact Person

(1) For the purposes of the RFP Process, all communications regarding the Documents and RFP Process should be submitted to a single point of contact (the “Contact Person”). The name and contact details of the Contact Person are set out in the RFP Data Sheet.

(2) Except as set out in RFP Section 3.4, the Proponents shall submit all questions, RFIs and other communications regarding the RFP Documents, the RFP Process and their Initial Technical Submissions and Proposals using the Data Room and the questions shall be submitted in accordance with RFP Section 3.2.2 and shall be submitted in the form provided in the Data Room (the “Request for Information Form”).

3.2.2 Clarification/RFI Submission Process

(1) The following rules shall apply to Proponents when submitting questions or requests for information ("RFIs") to the Sponsors during the RFP Process:

(a) Proponents are permitted to submit RFIs categorized as follows:

(i) RFIs that are of general application and that would apply to other Proponents ("General RFIs"); and

(ii) RFIs that the Proponent considers to be commercially sensitive or confidential to that particular Proponent ("Commercially Confidential RFIs");

(b) if the Sponsors disagree with a Proponent's categorization of an RFI as a Commercially Confidential RFI, the Sponsors will give the

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Proponent an opportunity to either categorize the RFI as a General RFI or to withdraw the RFI;

(c) if the Sponsors determine, in their discretion, that a Commercially Confidential RFI, even if it is withdrawn by a Proponent, is of general application or would provide a significant clarification of the RFP Documents or RFP Process to Proponents, the Sponsors may issue a clarification to Proponents that deals with the same subject matter as the withdrawn Commercially Confidential RFI; and

(d) if the Sponsors agree with a Proponent's categorization of a Commercially Confidential RFI, then the Sponsors will provide a response to that RFI to only the Proponent that submitted the RFI.

(2) Responses to RFIs provided by the Sponsors are not RFP Documents and do not amend or waive the RFP Documents. If, in the Sponsors' discretion, RFIs require an amendment to the RFP Documents, such amendment will be prepared and circulated by Addendum in accordance with RFP Section 3.7. Only a response to an RFI that has been incorporated into or issued as an Addendum will modify or amend the RFP Documents and, otherwise, RFIs will have no force or effect whatsoever and shall not be relied upon by any Proponent.

(3) Proponents shall submit RFIs in accordance with the deadlines set out in the Timetable.

(4) Proponents shall submit all RFIs by posting them to the Data Room using the Request for Information Form in the Data Room.

(5) The Sponsors will respond to RFIs in written responses circulated to Proponents as contemplated in RFP Section 3.2.2. The Sponsors may, in their discretion, distribute responses to RFIs of a minor or administrative nature to only the Proponent who submitted the minor or administrative RFI.

(6) It is the Proponent's obligation to seek clarification from the Sponsors of any matter it considers to be unclear in accordance with RFP Section 3.2.2 and, for greater clarity, by the deadline set out in the Timetable for the submission of RFIs. The Sponsors are not responsible in any way whatsoever for any misunderstanding by the Proponent or any of its Proponent Team Members of the RFP Documents, Background Information, responses to RFIs, any documents placed in the Data Room or any other type of information provided by or communication made by the Sponsors.

3.2.3 RFP Documents Comments

(1) The Sponsors may, in their discretion, request Proponents to submit comments on the RFP Documents. Comments on the RFP Documents are to be provided in chart form with columns for document name, relevant section numbers, proposed wording changes (in blackline format) and rationale for proposed wording changes. In particular the Sponsors require Proponents to submit comments on the Project Agreement. The schedule for the submission of those comments is set out in the RFP Data Sheet. The Sponsors are not obliged to respond to any comment made by a Proponent under this RFP Section 3.2.3. If the Sponsors accept a comment, or part of a comment, and that

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acceptance requires a change to the RFP Documents, the Sponsors shall implement that change by Addendum.

3.3 Communications Restrictions

3.3.1 Communications with Municipalities, Other Government Authorities, Utility Companies and Railway Companies

(1) With the exception of those organizations specifically set out in RFP Section 3.3.1 (3), the Proponent and its Proponent Team Members and Advisors are not permitted to communicate directly with any municipality, Utility Company or Railway Company, or with any provincial or federal ministry or agency in relation to the RFP Process or any matters contemplated in the RFP without the consent of the Sponsors. All inquiries are to be communicated through the Contact Person.

(2) The Sponsors are not, in any way whatsoever responsible for any representations, statements, assurances, commitments or agreements which Proponents, Proponent Team Members or their respective Advisors receive or believe they may have received from a municipality, a government authority, or a Utility Company or Railway Company. Proponents, Proponent Team Members and their respective Advisors rely on any such representations, assurances, commitments or agreements at their sole risk without recourse against the Sponsors.

(3) Proponents may directly contact the individuals listed in the table below for utility issues. Proponents must ensure that contact is undertaken through a single point of contact. All inquiries for Utility Companies not listed below are to be communicated through the Contact Person in accordance with RFP Section 3.3.1(1).

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3.3.2 Prohibited Contacts and Lobbying Prohibition

(1) Proponents and Proponent Team Members and all of their respective Advisors, directors, officers, employees and representatives are prohibited from engaging in any form of political or other lobbying, of any kind whatsoever, in relation to the Project, this RFP or the RFP Process, including for the purpose of influencing the outcome of the RFP Process.

(2) Without limiting the generality of RFP Section 3.3.2(1), neither Proponents nor Proponent Team Members nor any of their respective Advisors, employees or representatives shall (except as specifically contemplated in this RFP) contact or attempt to contact, either directly or indirectly, at any time during the RFP Process, any of the following persons or organizations on matters related to the RFP Process, the RFP Documents, or the Initial Technical Submissions or Proposals:

(a) any member of the Technical Review Committee or the Evaluation Committee;

(b) any Advisor to the Sponsors, the Technical Review Committee or the Evaluation Committee or any Ineligible Person;

(c) any employee, Advisor or representative of:

(i) the Sponsors;

Company Name Contact Name Telephone Number E‐mail Address

Alliance Pipeline Bill Watts 403‐517‐7778 bill.watts@alliancepipeline.com

Kinder Morgan Canada Bryant Moore 770‐751‐4273 bryant_moore@kindermorgan.com

Enbridge Rauno Silvennoinen 780‐378‐2217 rauno.silvennoinen@enbridge.com

Federated Cooperative Refineries Anil Gupta 306‐721‐0589 a.gupta@ccrl‐fcl.ca

Plains Midstream Shane Warner 306‐450‐0275 shane.warner@plainsmidstream.com

Spectra Energy Nicole Koosmann 604‐691‐5218 nkoosmann@spectraenergy.com

TransCanada Pipelines Ayotunde Odebunmi 403‐920‐7644 ayotunde_odebunmi@transcanada.com

SaskEnergy Rick Leeks 306‐777‐9321 rleeks@saskenergy.com

TransGas Chad Bachynski 306‐777‐9453 cbachynski@transgas.com

Access Communications Ken Lorenz 306‐565‐5312 ken.lorenz@myaccess.coop

City of Regina Rob Jollimore 306‐777‐7430 rjollimore@regina.ca 

SaskPower Crystal Chamberlin 306‐566‐6679 cchamberlin@saskpower.com

SaskTel Byron Alexander 306‐777‐5839 byron.alexander@sasktel.com

SaskWater Allan Dlugan 306‐694‐3686 allan.dlugan@saskwater.com 

Canadian Pacific Railway Dale Wilson 204‐946‐3631 dale_wilson@cpr.ca

Last Mountain Railway Kent Affleck 306‐992‐5915 kent.affleck@mobilgrain.com

Western Potash Corp Greg Vogelsang 306‐352‐3532 greg@westernpotash.com

CTV Peter Whitehead 306‐535‐1589 peter.whitehead@bellmedia.ca

Regina Bypass Project

Pipeline, Utility and Railway Proponent Contact List

Pipelines

Utilities

Other

Railways

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(ii) any other Government of Saskatchewan Ministry, agency or entity;

(iii) the Government of Saskatchewan (including any Minister or Deputy Minister, any member of the Executive Council or any member of the Legislative Assembly); or

(iv) PPP Canada Inc.;

(d) any Member of the Provincial Parliament (including the Premier) or his or her staff or representatives; or

(e) any director, officer or consultant of any Person listed in RFP Sections 3.3.2(2)(a) to (d).

(3) If a Proponent or a Proponent Team Member or any of their respective Advisors, employees or representatives, in the opinion of the Sponsors, contravenes RFP Section 3.3.2(1) or (2), the Sponsors may, in their discretion:

(a) take any action permitted under RFP Section 8.2; or

(b) impose conditions on the Proponent's or Proponent Team Members’ continued participation in the RFP Process that the Sponsors consider, in their discretion, to be appropriate.

(4) For clarity, the Sponsors are not obliged to take any action contemplated in RFP Section 3.3.2(3)(a) or (b).

3.3.3 Media Releases, Public Disclosures and Public Announcements

(1) A Proponent shall not, and shall ensure that its Advisors, employees, representatives and Proponent Team Members, and their respective Advisors, employees and representatives do not, issue or disseminate any media release, public announcement or public disclosure (whether for publication in the press, on the radio, television, internet or any other medium) that relates to the RFP Process, the RFP Documents or the Project or any matters related thereto, without the prior written consent of the Sponsors.

(2) Neither the Proponents nor Proponent Team Members nor any of their respective Advisors, employees or representatives shall make any public comment, respond to questions in a public forum, or carry out any activities to either criticize another Proponent or Initial Technical Submission or Proposal or to publicly promote or advertise their own qualifications, interest in or participation in the RFP Process without the Sponsors' prior written consent, which consent may be withheld in the Sponsors' discretion. Notwithstanding RFP Section 3.3.3(2), Proponents, Proponent Team Members and their respective Advisors, employees and representatives are permitted to state publicly that they are participating in the RFP Process.

(3) For clarity, RFP Section 3.3.3(2) does not prohibit disclosures necessary to permit the Proponent to discuss the Project with prospective subcontractors but such disclosure is permitted only to the extent necessary to solicit those subcontractors' participation in the Project.

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3.3.4 Restrictions on Communications between Proponents – No Collusion

(1) A Proponent shall not, contrary to Applicable Law or otherwise, discuss or communicate, directly or indirectly, with any other Proponent, Proponent Team Member, or any of their respective Advisors, directors, officers, employees and representatives, any information whatsoever regarding the preparation, content or representation of its own Initial Technical Submission or Proposal or the Initial Technical Submission or Proposal of the other Proponent. Proponents shall prepare and submit Proposals independently and without any connection, knowledge, comparison of information or arrangement, direct or indirect, with any other Proponent.

(2) For clarity, RFP Section 3.3.4(1) applies to Proponents and Proponent Team Members and their respective Advisors, directors, officers, employees and representatives.

(3) By submitting a Proposal, a Proponent, on its own behalf and as authorized agent of (i) each Person that is a member, shareholder, partner or joint venturer of the Proponent and (ii) each Proponent Team Member, represents and confirms to the Sponsors, with the knowledge and intention that the Sponsors may rely on such representation and confirmation, that its Proposal has been prepared without collusion or fraud and in fair competition with Proposals submitted by other Proponents.

3.4 Meetings with Proponents

3.4.1 General Proponents Meeting

(1) The Sponsors intend to convene a general Proponents meeting ("Proponents Meeting") on the date and at the time set out in the Timetable and at the location and for the purposes set out in the RFP Data Sheet. While attendance at the Proponents Meeting is not mandatory, Proponents are strongly encouraged to attend. A Proponent's failure to attend the Proponents Meeting is at the Proponent's sole risk and is the Proponent’s sole responsibility.

(2) Proponents may ask questions and seek clarifications at the Proponents Meeting. Notwithstanding that the Sponsors may respond to such questions at the Proponents Meeting such responses do not bind the Sponsors in any way and do not amend or waive the RFP Documents unless confirmed in an Addendum to the RFP Documents issued in accordance with RFP Section 3.7. Accordingly, Proponents are strongly encouraged to submit these questions in accordance with RFP Section 3.2.2.

(3) No statement, consent, waiver, acceptance, approval or anything else said or done in the Proponents Meeting by the Sponsors or any of their respective Advisors, employees or representatives shall amend or waive any provision of the RFP Documents, or be binding on the Sponsors or be relied upon in any way by Proponents, Proponent Team Members or their Advisors, except when and only to the extent expressly confirmed in an Addendum to the RFP Documents issued in accordance with RFP Section 3.7.

(4) The Fairness Advisor may be present during a portion or all of the Proponents Meetings.

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3.4.2 Business-to-Business Networking Session

(1) The Sponsors intend to coordinate a session with Proponents and local contractors, suppliers and businesses (“Business-to-Business Networking Session”) to provide an opportunity for:

(a) local contractors, suppliers, businesses and potential employees who might be interested in working with, or providing products and services to, the Proponents; and

(b) Proponents to enhance their knowledge, understanding and awareness of local goods, labour pool and services and to build relationships with local contractors, suppliers and businesses.

(2) The Business-to-Business Networking Session will be held on the date and at the time set out in the Timetable and at the location and for the purposes set out in the RFP Data Sheet.

(3) The Sponsors believe that this session is an important part of the process and is in the interests of all parties to attend. While attendance at the Business-to-Business Networking Session is not mandatory, Proponents are strongly encouraged to attend. A Proponent's failure to attend the Business-to-Business Networking Session is at the Proponent's sole risk and is the Proponent’s sole responsibility.

(4) No statement, consent, waiver, acceptance, approval or anything else said or done in the Business-to-Business Networking Session by the Sponsors or any of their respective Advisors, employees or representatives shall amend or waive any provision of the RFP Documents, or be binding on the Sponsors or be relied upon in any way by Proponents, Proponent Team Members or their Advisors, except when and only to the extent expressly confirmed in an Addendum to the RFP Documents issued in accordance with RFP Section 3.7.

(5) The Fairness Advisor may be present during a portion or all of the Business-to-Business Networking Session.

3.4.3 Commercially Confidential Proponent Meetings

(1) The Sponsors intend to convene commercially confidential meetings with Proponents ("Commercially Confidential Meetings"). These Commercially Confidential Meetings may be either or both of the following:

(a) bilateral meetings between the Sponsors and their representatives and Advisors and individual Proponents and their representatives and Advisors to discuss the Project Agreement and the Proponent's suggested amendments to the Project Agreement; and

(b) bilateral meetings between the Sponsors and their representatives and Advisors and individual Proponents and their representatives and Advisors to discuss either or both of,

(i) Project technical issues (including Proponents' proposed designs); or

(ii) other matters, as applicable.

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(2) The approximate date and time of Commercially Confidential Meetings is set out in the Timetable. Following the release of the RFP, the Sponsors will consult with each Proponent to confirm specific dates, times and the location for Commercially Confidential Meetings. If the Sponsors consider it desirable or necessary to schedule additional or fewer Commercially Confidential Meetings, the Sponsors may, in their discretion, amend the anticipated schedule set out in the Timetable. Proponents may request that the Sponsors schedule additional Commercially Confidential Meetings on specific topics by providing the request in writing to the Contact Person with proposed dates and details of the topic or topics to be discussed.

(3) While attendance at Commercially Confidential Meetings is not mandatory, Proponents are strongly encouraged to attend. A Proponent's failure to attend a Commercially Confidential Meeting is at the Proponent's sole risk and is the Proponent’s sole responsibility. Proponents shall submit their request for items to be included in the agenda and list of attendees for each of the Commercially Confidential Meetings at least five (5) Business Days prior to the date of that Commercially Confidential Meeting.

(4) The Fairness Advisor may be present during a portion or all of any Commercially Confidential Meetings.

(5) No statement, consent, waiver, acceptance, approval or anything else said or done in any of these Commercially Confidential Meetings by the Sponsors or any of their respective Advisors, employees or representatives shall amend or waive any provision of the RFP Documents, or be binding on the Sponsors or be relied upon in any way by Proponents, Proponent Team Members or their Advisors except when and only to the extent expressly confirmed in an Addendum to the RFP Documents issued in accordance with RFP Section 3.7.

(6) The Proponent, its Proponent Team Members and their respective Advisors and representatives and any of their attendees at Commercially Confidential Meetings acknowledge and agree that:

(a) any statement made at a Commercially Confidential Meeting by the Sponsors or any of their Advisors or representatives is not and shall not be deemed or considered to be an indication of a preference by the Sponsors or a rejection by the Sponsors of anything said or done by the Proponent, Proponent Team Members or any of their respective Advisors or representatives;

(b) any statement made at a Commercially Confidential Meeting by the Sponsors or any of their Advisors or representatives shall not waive or amend the RFP Documents and shall not be relied upon in any way by the Proponent, Proponent Team Members or any of their respective Advisors or representatives for any purpose, including any purpose in connection with the RFP Process, the RFP, the Project Agreement, the Project or otherwise, except and only to the extent expressly confirmed by Addendum in accordance with RFP Section 3.7, provided that Sponsors shall not be under any obligation to confirm any information by Addendum;

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(c) the Sponsors may share process-related information, including clarifying information, with all Proponents if the need arises; and

(d) the Proponent, its Proponent Team Members and their respective Advisors and representatives:

(i) shall participate in the Commercially Confidential Meetings in accordance with the guidelines, procedures and processes set out in the RFP;

(ii) waive any and all rights to contest and/or protest the RFP and the processes and guidelines set out herein, including the Commercially Confidential Meetings, based on the fact that such Commercially Confidential Meetings occurred or on the basis that information may have been received during a Commercially Confidential Meeting by another Proponent, Proponent Team Members or their respective Advisors or representatives that was not received by the Proponent, Proponent Team Member or any of their respective Advisors or representatives; and

(iii) agree that the Proponent, its Proponent Team Members and their respective Advisors and representatives must treat information received at a Commercially Confidential Meeting as Confidential Information.

3.4.4 Meetings with Municipalities, Utility Companies and Railway Companies

(1) The Sponsors intend to convene a general meeting with Proponents involving municipalities, Utility Companies and Railway Companies ("General Municipalities, Utility Companies and Railways Companies Meeting") on the date and at the time set out in the Timetable and at the location and for the purposes set out in the RFP Data Sheet. While attendance at the General Municipalities, Utility Companies and Railways Companies Meeting is not mandatory, Proponents are strongly encouraged to attend. A Proponent's failure to attend the General Municipalities, Utility Companies and Railways Companies Meeting is at the Proponent's sole risk and is the Proponent’s sole responsibility.

(2) The Sponsors are not, in any way whatsoever, responsible for any representations, statements, assurances, commitments or agreements which Proponents, Proponent Team Members or their respective Advisors receive or believe they may have received from a municipality, Utility Company or Railway Company at the General Municipalities, Utility Companies and Railways Companies Meeting. Proponents, Proponent Team Members and their respective Advisors rely on any such representations, assurances, commitments or agreements at their sole risk without recourse against the Sponsors.

(3) No statement, consent, waiver, acceptance, approval or anything else said or done in the General Municipalities, Utility Companies and Railways Companies Meeting by the Sponsors or any of their respective Advisors, employees or representatives or by any municipality, Utility or Railway Company shall amend or waive any provision of the RFP Documents, or be binding on the Sponsors or be relied upon in any way by

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Proponents, Proponent Team Members or their Advisors, except when and only to the extent expressly confirmed in an Addendum to the RFP Documents issued in accordance with RFP Section 3.7.

(4) The Fairness Advisor may be present during a portion or all of the General Municipalities, Utility Companies and Railways Companies Meeting.

(5) Following the General Municipalities, Utility Companies and Railways Companies Meeting and prior to the Initial Technical Submission Deadline it is currently anticipated that the Sponsors will endeavor to facilitate individual meetings between key Utility Companies and Railway Companies and each Proponent on a one to one basis. Further details of such meetings will be provided in due course.

3.5 Visiting the Lands

3.5.1 Ownership of the Lands

(1) Each Proponent acknowledges and agrees that, as of the date of the issuance of this RFP, the Ministry owns only a portion of the Lands that will ultimately be acquired for the Project, and will not complete the process of obtaining the balance of such Lands until after Financial Close. Accordingly, special arrangements may need to be made in order to provide the Proponent with access to the Lands not currently owned by the Ministry.

3.5.2 Visits to the Lands

(1) Proponents are not permitted to access any part of the Lands which are not accessible by the general public, except by prior written arrangement with the Contact Person.

(2) A Proponent that wishes to arrange a visit to access any part of the Lands which are not accessible by the general public (a "Lands Visit"), shall submit a request to the Contact Person at least five (5) Business Days prior (or such other time as is set out in the RFP Data Sheet) to the Proponent's proposed date and time for a Lands Visit. The request shall set out the:

(a) proposed date and time, and alternate date and time, of the proposed Lands Visit;

(b) purpose of the proposed Lands Visit;

(c) areas of the Lands which are not accessible by the general public for which access is requested; and

(d) names, titles and contact information of the Proponent's representatives who will be attending the proposed Lands Visit.

(3) If the Proponent has received approval for and written confirmation of any proposed Lands Visit from the Contact Person, unless otherwise set out in the Contact Person's confirmation, the following shall apply to the Lands Visit:

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(a) all Proponent and Proponent Team Member representatives shall strictly obey all instructions from the Sponsors' representatives during the visit and shall comply with all site-specific security, safety and other applicable requirements;

(b) all Proponent and Proponent Team Member representatives shall, at all times, use all commercially reasonable efforts to avoid disturbing or infringing upon the privacy of any persons occupying, residing or working on or in close proximity to any part of the Lands which are not accessible by the general public, as applicable;

(c) the Proponent and Proponent Team Member representatives shall visit only those specific areas of the Lands which are not accessible by the general public, as applicable, to which the Proponent has been granted access in the Contact Person's confirmation; and

(d) the Proponent and Proponent Team Member representatives shall not take photographs without the prior written consent of the Contact Person. If photographs are permitted by the Contact Person, they may be taken by the Proponent and Proponent Team Member representatives only in the specific areas of the Lands which are not accessible by the general public for which consent to photograph has been given.

(4) Each Proponent acknowledges that because the Lands which are not accessible by the general public, or portions thereof, may be in use, unforeseen circumstances can arise and the Sponsors may, in their discretion, cancel or reschedule any Lands Visit, change the areas of access of any Lands Visit or otherwise change any Lands Visit on short notice or no notice to the Proponent and Proponent Team Members or their representatives.

3.6 Changes to Proponents and Proponent Team Members

(1) A Proponent shall not change its registered or beneficial shareholders, partners, members or owners (unless the Proponent is a company whose equity securities are listed on a recognized stock exchange), Proponent Team Members, proposed subcontractors, RFQ Key Individuals, or other parties identified in the Proponent's RFQ Submission (the "Identified Proponent Parties") without the prior written consent of the Sponsors.

(2) If, prior to the Initial Technical Submission Deadline, a Proponent wishes to request a change in its Identified Proponent Parties, the Proponent shall notify the Contact Person as soon as possible and, in any event, no later than seven (7) days prior to the Initial Technical Submission Deadline. That notification shall clearly identify the proposed change in the Identified Proponent Party including a proposed substitute and including sufficient documentation to demonstrate that the proposed substitute, relative to the Identified Proponent Party being replaced, would have met or exceeded any applicable criteria applied during the RFQ Process.

(3) In addition to any documentation provided under RFP Section 3.6(2), the Sponsors may, in their discretion, notify the Proponent from time to time as to any additional

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information required by the Sponsors (including the information referred to in RFP Section 3.6(4)) to consider the proposed change to the Identified Proponent Party (or Parties) as well as the deadline by which such information must be submitted by the Proponent in connection with its proposed change.

(4) The Proponent shall provide such further documentation as may be reasonably requested by the Sponsors from time to time to assess any proposed substitute for an Identified Proponent Party. If the Sponsors, in their discretion, consider the proposed substitute to be acceptable, the Sponsors may consent to the substitution subject to such terms and conditions as the Sponsors may require. If the proposed substitute is not acceptable to the Sponsors, the Proponent shall propose an alternate substitute for review by the Sponsors in the same manner as the first proposed substitute. The Sponsors may, in their discretion, disallow any actual or proposed change.

(5) The Proponent shall confirm the Identified Proponent Parties by submitting a completed Identified Proponent Parties Form (Schedule 11 to this RFP) to the Proponents confidential area of the Data Room and notifying the Contact Person of the submission by e-mail on or before the Date for Submission of Identified Proponent Parties Form.

(6) In the case of an actual change in any Identified Proponent Parties made by the Proponent without consent by the Sponsors or a change proposed after the Initial Technical Submission Deadline, the Sponsors may, in their discretion, disqualify the Proponent and terminate the Proponent's continued involvement in the RFP Process or allow the Proponent to continue under such terms and conditions as the Sponsors, in their discretion, may require.

(7) If, on or after the Initial Technical Submission Deadline and prior to Commercial Close, there is an actual or proposed addition, deletion, substitution or other change in the membership or effective Control of an Identified Proponent Party or if there is a change in circumstances that may materially adversely affect an Identified Proponent Party in a way which could impair the Proponent's or the Identified Proponent Party's ability to perform their respective obligations under the Project Agreement, then the Proponent shall promptly notify the Sponsors by providing written notice in respect thereof to the Contact Person.

(8) If, at any time prior to Commercial Close, and notwithstanding any other provision in this RFP, Control of a Proponent or one of its Proponent Team Members (the "Acquiree") is acquired by another Proponent or one of such other Proponent’s Proponent Team Members (the "Acquirer"):

(a) the Acquiree shall be immediately disqualified from further participation in this RFP. In the event that a Proponent Team Member is the Acquiree, the affected Proponent may request a change of the Acquiree and the Sponsors shall consider such request in their discretion in accordance with this RFP Section 3.6. In the event that such request to change the Proponent Team Member is rejected by the Sponsors, the Sponsors shall disqualify the Proponent from continuing in the RFP Process; and

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(b) the Sponsors, in their discretion, may allow the Acquirer to continue in the RFP Process; however, the Sponsors' consent to continue may be subject to such terms and conditions as the Sponsors may require.

3.7 Addenda / Changes to the RFP Documents

(1) The Sponsors may, in their discretion, amend or supplement the RFP Documents. The Sponsors shall issue changes to the RFP Documents by Addenda only. No other statement, response or clarification, whether oral or written, made or provided by either or both of the Sponsors or any of their respective Advisors, employees or representatives, including, for clarity, the Contact Person, or any other person, shall amend the RFP Documents. The Sponsors may issue Addenda at any time.

(2) The Proponent is solely responsible to ensure that it has received all Addenda issued by the Sponsors. Proponents may, in writing, seek confirmation from the Contact Person of the number of Addenda issued under this RFP.

(3) The Sponsors shall issue an Addendum by placing it in the Data Room and notifying the Proponents' Representatives by e-mail that an Addendum has been placed in the Data Room but each Proponent is solely responsible to ensure that it checks the Data Room frequently for Addenda.

(4) Any reference to any one or all of the RFP Documents in the RFP Documents includes any amendments to the RFP Documents made in accordance with this RFP Section 3.7.

3.8 Freedom of Information, Confidentiality and Copyright Matters

3.8.1 Freedom of Information and Protection of Privacy Act

(1) Proponents are advised that the Sponsors may be required to disclose the RFP Documents and a part or parts of any Proposal pursuant to the Freedom of Information and Protection of Privacy Act (Saskatchewan) ("FIPPA").

(2) Proponents are also advised that FIPPA contains provisions providing for the non-disclosure of certain information, such as for example, certain confidential and proprietary business information. Proponents are strongly advised to consult their own legal Advisors as to the applicability of FIPPA to their Proposals, and to the appropriate way in which confidential or proprietary business information should be identified in their Proposals.

(3) Subject to the provisions of FIPPA, the Sponsors will use reasonable commercial efforts to safeguard the confidentiality of information identified by the Proponent as confidential, but shall not be liable in any way whatsoever to any Proponent or Proponent Team Member if such information is disclosed pursuant to FIPPA or an order or decision of the Information and Privacy Commissioner or otherwise as required under Applicable Law.

(4) By submitting a Proposal, each Proponent represents and warrants to the Sponsors that the Proponent has complied with Applicable Law, including by obtaining from each Person any required consents and authorizations to the collection of information relating

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to such Person and to the submission of such information to the Sponsors and to the use, distribution and disclosure of such information as part of the Proponent’s Proposal for the purposes of, or in connection with, this RFP and the RFP Process.

3.8.2 Confidentiality Agreements

(1) No later than five (5) days following a request by the Sponsors, the Proponent and the Proponent Team Members (other than any financial advisor not requiring direct access to the Data Room) and, if requested, any of their respective employees, representatives and Advisors who may be in receipt of Confidential Information, shall execute and deliver to the Sponsors a confidentiality agreement in a form prescribed by and with the terms and conditions acceptable to the Sponsors, in their sole discretion (the "Confidentiality Agreement").

3.8.3 Confidential Information

(1) For the purpose of this RFP Process, "Confidential Information" means all material, data, information or any item in any form, whether oral or written, including in electronic or hard-copy format, supplied by, obtained from or otherwise provided by the Sponsors in connection with the RFP Process, the RFP Documents or the Project, whether before, during or after the RFP Process and including, without limitation, any material data, information or items posted to or available in the Data Room.

(2) The Proponent agrees that Confidential Information:

(a) shall remain the sole property of the Sponsors, and the Proponent shall treat it as confidential;

(b) shall not be used by the Proponent for any purpose other than developing and submitting an Initial Technical Submission or Proposal or in connection with the performance of any agreement or undertaking relating to the Project with the Ministry;

(c) shall not be disclosed by the Proponent to any person who is not an Advisor, Proponent Team Member, Lender or otherwise involved in the Proponent's preparation of its Proposal or the performance of any agreement or undertaking relating to the Project with the Ministry, without the prior written consent of the Sponsors;

(d) shall not be used in any way detrimental to the Sponsors; and

(e) on written request by the Sponsors, shall promptly be returned by the Proponent to the Sponsors or destroyed and the proponent shall confirm such delivery or destruction to the Sponsors in writing.

(3) The Proponent shall be responsible for any breach of the provisions of this RFP Section 3.8.2 by any person to whom it discloses the Confidential Information including, for greater clarity, the Proponent's employees, consultants, representatives, agents and Advisors and its Proponent Team Members and their employees, consultants, representatives, agents, Lenders and Advisors. The Proponent shall indemnify each of the Sponsors and their related entities and their respective directors, officers, Advisors, consultants, employees, agents and representatives and save each of them fully

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harmless from and against any and all loss, cost, damage, expense, fine, suit, claim, penalty, demand, action, obligation and liability of any kind or nature (including, without limitation, professional fees on a full indemnity basis) suffered or incurred by any of them arising as a result of or in connection with any breach of any of the provisions of this RFP Section 3.8.2 by the Proponent or by any person to whom the Proponent has disclosed the Confidential Information. Each Proponent agrees that the Sponsors act as trustee for each of their related entities and the Government of Saskatchewan and each of their respective directors, officers, Advisors, consultants, employees, agents and representatives with respect to all rights contemplated hereunder arising in favour of a related entity or the Government of Saskatchewan or any of their respective directors, officers, consultants, employees, agents or representatives and that the Sponsors have agreed to accept such trust and hold and enforce such rights on behalf of each related entity or the Government of Saskatchewan and each of their respective directors, officers, Advisors, consultants, employees, agents and representatives.

(4) Each Proponent acknowledges and agrees that a breach of the provisions of this RFP Section 3.8.2 would cause the Sponsors and their related entities to suffer loss that could not be adequately compensated by damages, and that the Sponsors and any of their related entities may, in addition to any other remedy or relief, enforce any of the provisions of this RFP Section 3.8.2 upon application to a court of competent jurisdiction without proof of actual damage to the Sponsors or any of their related entities. Each proponent further acknowledges and agrees that the Sponsors will be entitled to injunctive and other equitable relief to prevent or restrain breaches of any of the provisions of this RFP Section 3.8.3 by the Proponent or any other person for whom it is responsible at law or pursuant to this RFP Section 3.8.3.

(5) Notwithstanding anything else to the contrary in this RFP, the provisions of this RFP Section 3.8.2 shall survive any cancellation of this RFP Process and the conclusion of the RFP Process and, for greater clarity, shall be legally binding on all Proponents, whether or not they submit a Proposal.

(6) The confidentiality obligations of the Proponent shall not apply to any information which falls within the following exceptions:

(a) information that is lawfully in the public domain at the time of first disclosure to the Proponent or which, after disclosure to the Proponent, becomes part of the public domain other than by a breach of the Proponent's confidentiality obligations or by any act or fault of the Proponent;

(b) information which the Proponent can demonstrate was in the Proponent's possession prior to its disclosure to the Proponent by the Sponsors, provided that it was not acquired by the Proponent under an obligation of confidence; or

(c) information which was lawfully obtained by the Proponent from a third party without restriction of disclosure, provided such third party was at the time of disclosure under no obligation of secrecy or confidentiality with respect to such information.

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3.8.4 Copyright and Use of Information in Proposals

(1) The Sponsors' rights, as set out in this RFP Section 3.8.4, to the Proposal and all Proposal Information submitted by the Proponent during the RFP Process shall be granted to the Sponsors on the earlier of:

(a) for unsuccessful Proponents, payment of the Honorarium; and

(b) for the Successful Proponent, Commercial Close;

(c) if the Project is cancelled and a Break Fee is offered in accordance with RFP Section 11.3.3, payment of the Break Fee; or

(d) if RFP Sections 3.8.3(1)(a), 3.8.3(1)(b) or 3.8.3(1)(c) do not apply, submission of the Proposal.

(2) Proponents shall not use or incorporate into their Proposals any concepts, products or processes which are subject to copyright, patents, trademarks or other intellectual property rights of third parties unless Proponents have, or will procure through licensing without cost to the Sponsors, the right to use and employ such concepts, products and processes in and for the Project.

(3) All requirements, designs, documents, plans and information supplied by the Sponsors to the Proponents in connection with this RFP are and shall remain the property of the Sponsors. Upon request of the Sponsors, all such designs, documents, plans and information (and any copies thereof in any format or medium created by or on behalf of the Proponent) must be returned to the Sponsors.

(4) The Proponent shall grant to the Sponsors a non-exclusive, perpetual, irrevocable, world-wide, fully paid and royalty free license (fully assignable without the consent of the Proponent and with the right to sub-license without the consent of the Proponent) to use the Proposal Information (the "Proposal Information Licence"). Without limiting the foregoing, the Proposal Information Licence shall include the right to modify the Proposal Information, and, where applicable, to use it, or any modified form of it, anywhere in the world. Under no circumstances shall the Proponent, except Project Co (as defined in the Project Agreement) in relation to this Project, be liable to the Sponsors or to any other person or entity for any damages, losses, costs, expenses, claims or actions whatsoever arising directly or indirectly from the use of the Proposal Information pursuant to the Proposal Information Licence.

(5) For the purpose of this RFP Section 3.8.4, "Proposal Information" includes:

(a) an Initial Technical Submission and a Proposal together with all information contained in such Initial Technical Submission or Proposal or which is disclosed by or through a Proponent to the Sponsors during the review of Initial Technical Submissions or evaluation of Proposals or during the process of executing any Project Agreement; and

(b) any and all ideas, concepts, products, alternatives, processes, recommendations and suggestions developed by or through a Proponent and revealed to or discovered by the Sponsors, including any and all those which may be connected in any way to

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the preparation, submission, review or negotiation of any Proposal or the Project Agreement.

(6) Proponents shall ensure that all intellectual property rights associated with any and all of the Proposal Information (including copyright and moral rights but excluding patent rights) provide for and give the Sponsors the rights set out in this RFP Section 3.8.4. It is expressly understood and agreed that any actual or purported restriction in the future on the ability of the Sponsors to use any of the Proposal Information, or anything else obtained by or through Proponents, shall be absolutely null and void and unenforceable as against the Sponsors and each of their respective Advisors, and that the provisions of this RFP Section 3.8.4 shall take precedence and govern.

3.9 Conflict of Interest and Ineligible Persons

3.9.1 Conflict of Interest

(1) Proponents and Proponent Team Members and each of their Advisors, must declare and continue to be under an obligation to declare all Conflicts of Interest or any situation that may be reasonably perceived as a Conflict of Interest that exists now or may exist in the future. “Conflict of Interest” includes any situation or circumstance where a Proponent, Proponent Team Member and/or RFQ Key Individual or related party of any of the foregone:

(a) has or may have other commitments, relationships, financial interests or involvement in ongoing litigation that:

(i) could or could be seen to exercise an improper influence over the objective, unbiased and impartial exercise of the Sponsors’ independent judgment; or

(ii) could or could be seen to compromise, impair or be incompatible with the effective performance of its obligations under the Project Agreement;

(b) has or may have contractual or other obligations to any of the Sponsors that could or could be seen to have been compromised or impaired as a result of its participation in the RFP Process or the Project;

(c) has or may have knowledge of confidential information (other than Confidential Information disclosed by the Sponsors in the normal course of the RFP Process) of strategic and/or material relevance to the RFP Process or to the Project that is not available to other Proponents and that could or could be seen to give the Proponent an unfair competitive advantage; or

(d) any other situation or circumstance which the Sponsors, in their discretion, consider may constitute or be perceived to constitute a Conflict of Interest or gives or could be seen to give the Proponent an unfair competitive advantage.

(2) In connection with its Proposal, each Proponent shall,

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(a) avoid any perceived, potential or actual Conflict of Interest in relation to the Project;

(b) prior to or following submission of its Proposal, upon discovering any perceived, potential or actual Conflicts of Interest, promptly disclose same to the Sponsors in a written statement to the Contact Person including, at a minimum, the following information:

(i) names and contact information of the Proponent and the Person to which the perceived, potential or actual Conflict of Interest relates;

(ii) a description of the perceived, potential or actual Conflicts of Interest;

(iii) a description of the steps taken to date, and future steps proposed to be taken, to mitigate the perceived, potential or actual Conflicts of Interest; and

(iv) copies of any relevant documentation;

(c) at the request of the Sponsors, provide the Sponsors with any additional information that the Sponsors consider necessary to properly assess the perceived, potential or actual Conflict of Interest; and

(d) comply with any requirements prescribed by the Sponsors to mitigate or resolve any perceived, potential or actual Conflict of Interest.

(3) The Sponsors have appointed a conflict of interest adjudicator (the “COI Adjudicator”) to provide decisions on Conflicts of Interest issues. The Sponsors may make decisions or exercise rights under this RFP Section 3.9.1 for Conflicts of Interest (“Sponsor COI Matters”) whether addressed in advance or otherwise, or may refer such Conflicts of Interest to the COI Adjudicator for determination (“Adjudicator COI Matters”) In either case, the provisions of this Section 3.9.1 will apply with such modifications as the Sponsors or the COI Adjudicator may consider necessary. Each of the Sponsors ( in respect of Sponsor COI Matters) and the COI Adjudicator (in respect of Adjudicator COI Matters) have discretion to establish from time to time the relevant processes applicable to the determination of such matters, including any circumstances in which a decision made by it may be re-considered. For certainty, decisions made by the Sponsors (in respect of Sponsor COI Matters) and by the COI Adjudicator (in respect of Adjudicator COI Matters) shall be final and binding on all parties and there shall be no right of appeal to the COI Adjudicator from a decision made by the Sponsors or to the Sponsors from a decision made by the COI Adjudicator unless the decision expressly provides for such right of appeal. All declared Conflicts of Interest and any relevant decisions, terms and conditions may be reviewed by the Fairness Advisor.

(4) Without limiting RFP Section 3.9.1(5), the Sponsors or the COI Adjudicator, as applicable, may, in their discretion, waive any and all perceived, potential or actual Conflicts of Interest subject to their review on such terms and conditions as they may, in their discretion, require to satisfy themselves that the Conflict of Interest has been appropriately managed, mitigated and minimized, including requiring the Proponent to put into place such policies, procedures, measures and other safeguards as may be

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required by and be acceptable to the Sponsors or the COI Adjudicator (as applicable and in their discretion), to manage, mitigate and minimize the impact of such Conflict of Interest.

(5) Without limiting RFP Section 3.9.1(4) and in addition to all contractual or other rights or rights available at law or in equity or legislation, the Sponsors may, in their discretion, immediately exclude a Proponent from further consideration or remove the Proponent from the RFP Process or require the Proponent, pursuant to Section 3.6 of the RFP, to remove and/or replace a Proponent Team Member and/or RFQ Key Individual, if, in each case as determined by the Sponsors in their discretion:

(a) the Proponent fails to disclose an actual or perceived Conflict of Interest;

(b) the Proponent, any Proponent Team Member and/or any RFQ Key Individual fails to comply with any requirements prescribed by the Sponsors or the COI Adjudicator, as applicable, to mitigate or resolve a Conflict of Interest; or

(c) the Proponent’s, Proponent Team Member’s or RFQ Key Individual’s Conflict of Interest issue cannot be satisfactorily mitigated or otherwise resolved.

(6) The Sponsors and the COI Adjudicator may, in the Sponsors’ discretion, consider and adjudicate actual, perceived or potential Conflicts of Interest (including with respect to Ineligible Persons and Associates or Affiliates of Ineligible Persons) in accordance with the provisions of this Section 3.9.

3.9.2 Ineligible Persons

(1) Subject to the rules set out below, as a result of their involvement in the Project, the Persons listed in the RFP Data Sheet as “Ineligible Persons”, their employees, and any of their subcontractors, advisors, consultants or representatives engaged in respect of this Project and any Person Controlled by, that Controls or that is under common Control with any such Ineligible Person (each, an “Associate or Affiliate”) are not eligible to participate as a Proponent, a Proponent Team Member, Financial Services Provider or as an Advisor to any such Persons without the prior written consent of the Sponsors. The list of Ineligible Persons set out in the RFP Data Sheet is not an exhaustive list of Ineligible Persons. Additional Persons may be added to or deleted from the list at any stage of the RFP Process through an addendum.

(2) An Ineligible Person or an Associate or Affiliate may be eligible to participate as a Proponent, a Proponent Team Member, a Financial Services Provider or as an Advisor to any such Person only after it has obtained a written consent from the Sponsors permitting it to participate as a Proponent, a Proponent Team Member, a Financial Services Provider or as an Advisor to any such Person. To obtain consent for an Ineligible Person or an Associate or Affiliate to participate as a Proponent, a Proponent Team Member, a Financial Services Provider or as an Advisor to any such Person, the Proponent must submit a request for consent to the Contact Person that includes the following information:

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(a) the full legal name of the Ineligible Person or the Associate or Affiliate that it wishes to include as a Proponent, a Proponent Team Member, a Financial Services Provider or Advisor to any such Person;

(b) where the request does not relate specifically to an Ineligible Person, information regarding the Associate or Affiliate’s relationship to the Ineligible Person;

(c) a description of the policies and procedures that will be put in place to mitigate any Conflict of Interest or potential Conflict of Interest; and

(d) the justification for excluding the Ineligible Person or the Associate or Affiliate from the Conflict of Interest provisions of this RFP.

(3) Upon receipt of the request set out in RFP Section 3.9.2(2) the Sponsors (alone or, in their discretion, in conjunction with the COI Adjudicator) shall, in their discretion, make a determination as to whether they consider there to be a real, perceived or potential Conflict of Interest and whether such a Conflict of Interest can be mitigated. The Proponent shall be notified of the Sponsors’ decision and, where applicable, the Associate or Affiliate that has been deemed to have a Conflict of Interest which cannot be mitigated shall be added to the list of Ineligible Persons.

(4) An Ineligible Person or an Associate or Affiliate may, in the discretion of the Sponsors, be eligible to participate as a Proponent, a Proponent Team Member, a Financial Services Provider or as an Advisor to any such Person provided that it has undertaken to implement internal policies and procedures to protect and, if requested by the Sponsors, to return or destroy all Confidential Information which it obtained from or through the Sponsors and to abide by all confidentiality obligations previously imposed on it in relation to such Confidential Information.

(5) The Sponsors may, in their discretion, exclude or disqualify any Ineligible Person or Associate or Affiliate or may waive the ineligibility of any such Ineligible Person or Associate or Affiliate on such terms and conditions as the Sponsors, in their discretion, may require, including that the Proponent or other Person put into place adequate safeguards to mitigate the impact of any Conflict of Interest and to ensure that any and all Confidential Information the Proponent may have continues to be kept confidential and not disclosed or used except as expressly allowed by the Sponsors.

(6) Other firms or persons that may be contracted or retained by the Sponsors to work on the Project from time to time may also be deemed Ineligible Persons.

3.10 Proponent Costs

(1) The Proponent and the Proponent Team Members shall bear all costs and expenses incurred by them relating to any aspect of their participation in this RFP Process, including all costs and expenses related to the Proponent's involvement in:

(a) the preparation, presentation and submission of its Initial Technical Submission and Proposal;

(b) attendance at any Proponents Meeting, Business-to-Business Networking Session , Commercially Confidential Meeting, General

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Municipalities, Utility Companies and Railways Companies Meeting or any other meeting with the Sponsors;

(c) due diligence and information gathering processes;

(d) Lands Visits;

(e) preparation of responses to questions or requests for information from the Sponsors;

(f) preparation of the Proponent's own RFIs during the clarification process; and

(g) negotiations.

(2) Except as explicitly provided in RFP Sections 11.3.2, 11.3.3 and 11.4(3), if applicable, the Sponsors are not liable to pay any costs or expenses of any Proponent or to reimburse or compensate a Proponent under any circumstances, regardless of the outcome of the RFP Process.

3.11 Insurance and Workers Compensation

3.11.1 Insurance Required during the RFP Process

(1) During the RFP Process, the Proponent is required to obtain, and to cause all Proponent Team Members and other persons listed below to obtain, and at all times keep and maintain in force the insurance as set out in RFP Sections 3.11.1(1)(a) and (b), whenever the Proponent, a Proponent Team Member, or any of their respective directors, officers, employees, consultants, Advisors, agents or representatives is present at the Lands or at any facilities or premises of the Sponsors for any purpose whatsoever:

(a) Commercial/Comprehensive General Liability insurance, having an inclusive limit of not less than $5,000,000 for each occurrence or accident and covering all sums which the Proponent, a Proponent Team Member or any other persons listed above may become legally obligated to pay for damages as a result of bodily injury (including death at any time resulting there from) sustained by any person or persons or because of damage to, destruction of, or loss of use of property caused by an occurrence or accident arising out of any operations or activities carried out in connection with this RFP or RFP Process. The policy or policies shall include as insureds or additional insureds Her Majesty the Queen in Right of the Province of Saskatchewan, as Represented by the Minister of Highways and Infrastructure (and each of their respective directors, officers, employees, legislators, members, officials, consultants and agents), and an endorsement specifying that the policy shall be primary and without right of contribution from any insurance otherwise maintained by SaskBuilds or Her Majesty the Queen in Right of the Province of Saskatchewan, as Represented by the Minister of Highways and Infrastructure; and

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(b) Motor Vehicle Liability insurance, in the amount of $2,000,000 per accident, for vehicles used by Proponents or Proponent Team Members (or their respective directors, officers, employees, consultants, Advisors and agents) while on or at the Lands or on or at any facilities or premises of the Sponsors.

(2) As a condition of allowing access to the Lands or to the facilities or premises of the Sponsors, the Sponsors reserve the right to require Proponents to provide evidence acceptable to the Sponsors that the insurance required by RFP Sections 3.11.1(1)(a) and (b) is in place.

(3) If a Proponent proposes to perform any investigations at the Lands, the risk related to which may not be fully insured under the above policies, the Sponsors may, in their discretion, require the Proponent, at its own cost and expense, to obtain insurance additional to that specified in RFP Sections 3.11.1(1)(a) and (b).

(4) All insurance policies required to be obtained by Proponents shall provide that the insurance shall not be cancelled, reduced, restricted, modified or changed in any way without the insurer giving at least thirty (30) days prior written notice to the Sponsors.

3.11.2 Workplace Safety during the RFP Process

(1) As a condition of allowing access to the Lands or potential Lands or to any facilities or premises of the Sponsors, each Proponent and its Proponent Team Members must comply with Applicable Law and hold any registrations, certifications or clearances that may be required under the Workers’ Compensation Act, 1979 (Saskatchewan), as amended, and all regulations and successor legislation thereto. The Sponsors may, in their discretion, require Proponents to provide evidence, satisfactory to the Sponsors, of compliance by the Proponent and its Proponent Team Members with Applicable Law, including the Workers’ Compensation Act, 1979 (Saskatchewan), as amended, and all regulations and successor legislation thereto.

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4. INITIAL TECHNICAL SUBMISSION AND PROPOSAL FORM AND CONTENT REQUIREMENTS

4.1 Format and Content of the Initial Technical Submission

(1) Each Proponent may only submit ONE Initial Technical Submission.

(2) Each Proponent shall submit its Initial Technical Submission organized and compiled in accordance with the Technical Submission Requirements (Schedule 3 Part 1 to this RFP) and in the format set out in Schedule 3 Part 3 of this RFP.

(3) Each Proponent shall submit its Initial Technical Submissions to the Submission Location set out in the RFP Data Sheet by the Initial Technical Submission Deadline.

4.2 Format and Content of the Proposal

(1) Each Proponent may only submit ONE Proposal (composed of one Technical Proposal and one Financial Proposal as outlined below).

(2) Each Proponent shall submit its Proposal organized and compiled in accordance with Schedules 3 to 7 of this RFP and in the format set out in Schedule 3 Part 3 of this RFP.

(3) Proposals shall be in four parts as follows:

(a) Part A – Proposal Submission Form (Schedule 4 to this RFP) and a Proponent Team Member Declaration (Schedule 5 to this RFP) for each Proponent Team Member with the exception of any Team Member providing only financial advisory services;

(b) Part B – Technical Submission Information in accordance with the Technical Submission Requirements (Schedule 3 Part 1 to this RFP). With the exception of Section 2.0 (Works Schedule) of Schedule 3 Part 1 to this RFP, which will be indicative for the Initial Technical Submission and may be revised for the Proposal, the Technical Submission Information submitted in this Part B of the Proposal will be identical to the Proponent’s Initial Technical Submission except (i) as may be agreed in writing with the Sponsors pursuant to the Sponsors’ review of the Proponent’s Initial Technical Submission as contemplated in Section 6 of the RFP; (ii) as may be required to ensure that the Technical Submission is Compliant; (iii) as may be required to comply with the requirements of any Requests for Rectification issued by the Sponsors to the Proponent pursuant to the Sponsors’ review of the Proponent’s Initial Technical Submission; or (iv) as may be required to comply with any revisions to the Technical Requirements or other provisions of the Project Agreement issued to Proponents by way of Addenda following the Initial Technical Submission Deadline.;

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(c) Part C – Price Submission Form (Schedule 6 to this RFP) and Financial Submission Information in accordance with the Financial Submission Requirements (Schedule 3 Part 2 to this RFP); and

(d) Part D – Early Works Agreement (Schedule 12 to this RFP) with the Appendices populated by the Proponent where indicated.

(4) Each Proponent shall submit Part A and Part B of its Proposal (the “Technical Proposal”) to the Submission Location set out in the RFP Data Sheet by the Technical Proposal Submission Deadline. Each Proponent shall submit Part C and Part D of its Proposal (the “Financial Proposal”) to the Submission Location set out in the RFP Data Sheet by the Financial Proposal Submission Deadline.

(5) Part C of the Proposal must be submitted within a separate sealed envelope clearly labelled “RFP Reference Number: SBRBP-RFP, Part C – Financial Submission Information” and the name of the Proponent.

(6) Financial Submission Information must not be disclosed or referred to within the Proposal other than in the Financial Proposal.

(7) Part D of the Proposal must be submitted within a separate sealed envelope clearly labelled “RFP Reference Number: SBRBP-RFP, Part D – Early Works Agreement” and the name of the Proponent.

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5. SUBMISSION, WITHDRAWAL, MODIFICATION OF THE INITIAL TECHNICAL SUBMISSION AND PROPOSALS AND LENDER REQUIREMENTS

5.1 Submission of Proposal

(1) For the purposes of the RFP Process, the determination of whether the Initial Technical Submission and the Proposal have been submitted before the Initial Technical Submission Deadline and the Technical Proposal Submission Deadline and Financial Proposal Submission Deadline, respectively, shall be based on the time and date recorded by SaskBuilds at the time of receipt of the Initial Technical Submission and the appropriate parts of the Proposal, as applicable, at the Submission Location set out in the RFP Data Sheet. An Initial Technical Submission received after the Initial Technical Submission Deadline or a Technical Proposal received after the Technical Proposal Submission Deadline or a Financial Proposal received after the Financial Proposal Submission Deadline, in each case as documented by the time and date recorded by SaskBuilds, shall be returned unopened to the sender.

(2) Proponents shall submit their Initial Technical Submissions and their Technical Proposals and their Financial Proposals by sending them by pre-paid courier or hand delivery to the Submission Location set out in the RFP Data Sheet. It is the sole responsibility of the Proponent to ensure that the Initial Technical Submission is received by SaskBuilds at or before the Initial Technical Submission Deadline and that the Technical Proposal is received by SaskBuilds at or before the Technical Proposal Submission Deadline and that the Financial Proposal is received by SaskBuilds at or before the Financial Proposal Submission Deadline and to ensure that it receives a receipt from SaskBuilds confirming the timely delivery of each of the Initial Technical Submission and the Proposal. The Sponsors will not accept Initial Technical Submissions or Technical Proposals or Financial Proposals delivered by electronic mail.

(3) Proponents shall provide such number and type of hard and electronic copies of the Initial Technical Submission and the Technical Proposal and Financial Proposal as specified in Schedule 3, Part 3 to this RFP.

(4) If there is any difference whatsoever between the electronic copy of an Initial Technical Submission or Proposal and the original hard copy, the original hard copy shall govern.

5.2 Withdrawal of an Initial Technical Submission or Proposal

(1) A Proponent may withdraw:

(a) An Initial Technical Submission only by giving written notice before the Initial Technical Submission Deadline to the Contact Person; or

(b) A Technical Proposal only by giving written notice before the Technical Proposal Submission Deadline to the Contact Person; or

(c) A Financial Proposal only by giving written notice before the Financial Proposal Submission Deadline to the Contact Person.

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(2) The Sponsors will return, unopened, an Initial Technical Submission or Technical Proposal or Financial Proposal that has been withdrawn in accordance with this RFP Section 5.2.

5.3 Amendment of Proposal

(1) Except as provided in RFP Section 5.5, a Proponent may amend its Initial Technical Submission or its Technical Proposal or Financial Proposal after submission but only if the amended Initial Technical Submission or Technical Proposal or Financial Proposal as applicable is resubmitted on or before the applicable Initial Technical Submission Deadline or Technical Proposal Submission Deadline or Financial Proposal Submission Deadline, as applicable, in accordance with the following:

(a) the Proponent shall withdraw its original Initial Technical Submission or Technical Proposal or Financial Proposal by notifying the Contact Person in writing before the Initial Technical Submission Deadline or Technical Proposal Submission Deadline or Financial Proposal Submission Deadline, as applicable; and

(b) the Proponent shall submit an amended Initial Technical Submission or Technical Proposal or Financial Proposal, as applicable, in accordance with the RFP Documents and on or before the Initial Technical Submission Deadline or Technical Proposal Submission Deadline or Financial Proposal Submission Deadline in accordance with the requirements of RFP Section 5.1.

5.4 Proposal Irrevocability

(1) Except as provided in RFP Sections 5.6(1) and 5.6(3) and subject to RFP Section 5.5 and the Proponent's right to withdraw a Technical Proposal before the Technical Proposal Submission Deadline or a Financial Proposal before the Financial Proposal Submission Deadline, the Proposals shall be irrevocable and shall remain in effect and open for acceptance for one hundred and sixty five (165) days after the Financial Proposal Submission Deadline (the "Proposal Validity Period") or until Financial Close, whichever occurs first.

5.5 Benchmarking and Lenders Commitment Letter

(1) Following the Financial Proposal Submission Deadline, adjustments will be made, strictly in accordance with the methodology set out in Schedule 10 of the RFP, to elements of the Successful Proponent’s Financial Submission and Price Submission Form to allow for:

(a) changes in the underlying benchmark interest rate(s) used for pricing the Successful Proponent’s short term and long term senior debt financing instruments; and

(b) subject to election at the Financial Proposal Submission Deadline, changes in the financing premiums / spreads in excess of the Benchmark Rate that are used for pricing the Successful Proponent’s short term and long term senior debt financing

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instruments, excluding any hedge premiums, swap counter party spreads or any other applicable fees.

(2) For greater clarity, rates and spreads on any subordinated or junior debt, including equity bridge loans and similar non-senior debt facilities will not be adjusted following the Proposal Submission Date, except than in accordance with Section 4 of Schedule 10 of the RFP.

5.6 Extension of Proposal Validity Period

(1) If the Sponsors wish to extend the Proposal Validity Period, the Sponsors shall submit a request to extend to those Proponents whose Proposals, in the Sponsors' discretion, are still under consideration in the RFP Process. For clarity, the Sponsors may issue a request to extend the Proposal Validity Period after the Successful Proponent has already been identified. A Proponent may, in its discretion, refuse to extend the Proposal Validity Period in accordance with the following:

(a) notwithstanding a Proponent's refusal to extend the Proposal Validity Period, that Proponent's Proposal shall continue to be valid in accordance with the original Proposal Validity Period; and

(b) if the Sponsors determine that they will be unable to determine the Successful Proponent or reach Commercial Close prior to the expiration of the original Proposal Validity Period, the Sponsors may discontinue the evaluation or consideration of a Proponent or may discontinue finalization of a Project Agreement with a Successful Proponent if that Proponent has refused the Sponsors' request to extend the Proposal Validity Period and may continue the RFP Process with only those Proponents that have agreed to an extension of the Proposal Validity Period.

(2) In respect of the Successful Proponent, the Sponsors shall be considered to have accepted the Successful Proponent's Proposal, including its Financial Submission and its revised Credit Spreads pursuant to Schedule 10 of the RFP, prior to the expiration of the Proposal Validity Period if the Ministry and the Successful Proponent reach Commercial Close prior to the expiration of the Proposal Validity Period (or the extended Proposal Validity Period, if applicable). For clarity, the Successful Proponent shall maintain its prices as set out in its Price Submission Form (as submitted on the Financial Proposal Submission Deadline or, if applicable, as amended pursuant to Schedule 10 of the RFP from Commercial Close until Financial Close, subject only to certain allowable adjustments to the Benchmark Rate(s) on Financial Close as described in Part 2 of Schedule 3 of this RFP.

(3) Notwithstanding RFP Sections 5.5 or 5.6(1), or (2), the adjustments on Financial Close that are set out in Schedule 3, Part 2 to this RFP shall remain applicable.

5.7 Lender Requirements

(1) Proponents shall not, at any time throughout the RFP Process, enter into exclusivity arrangements with any Lenders, including prospective Lenders. The Proponent or the Proponent's financial advisor will be required to confirm in its letter to be delivered under

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Section 1.2 of Section E of Part 2 of Schedule 3 of this RFP that the Lenders have not entered into any exclusivity arrangement with the Proponent with respect to the Project. Notwithstanding any other provision of this RFP, but subject to the following proviso, the Lenders may act in the capacity of Lenders for more than one Proponent under this RFP Process provided the Lenders have agreed with each Proponent:

(a) to establish industry standard confidentiality and conflict of interests screens to ensure that each Proponent is represented by a discrete team of Lender personnel;

(b) to prohibit any communication regarding this RFP Process between members of different teams of Lender personnel;

(c) to physically separate all documentation under the control of each team of Lender personnel;

(d) to keep all computer based information and data discrete and control access to prohibit persons other than on the relevant team of Lender personnel to have access to that Proponent team's information; and

(e) that any breaches of such confidentiality requirements are appropriately sanctioned including possible dismissal of Lender personnel.

(2) Lenders participating in a Proposal (“Participating Lenders”) shall not be Affiliates of the Proponent or any Proponent Team Members participating in that Proposal (“Participating Proponent Team Members”) (other than any other Participating Lender or a financial advisor wholly owned, directly or indirectly, by a Participating Lender or an Affiliate of a Participating Lender) and shall act at all times at arm’s length to the Proponent and every other Participating Proponent Team Member (other than any other Participating Lender or a financial advisor wholly owned, directly or indirectly, by a Participating Lender or an Affiliate of a Participating Lender).

5.8 Compliance of Initial Technical Submissions and Proposals

(1) For purposes of this RFP, "Comply", “Compliant” and "Compliance" mean that the Proposal or the Initial Technical Submission (as the case may be) conforms to the requirements of the RFP Documents without material deviation. A "material deviation" in a Proposal is any material failure to comply with an RFP Document requirement (including, without limitation, any material failure to comply with the Technical Requirements) or that, in the sole opinion of the Sponsors might:

(a) impede, in any material way, the ability of the Sponsors to evaluate the Proposal;

(b) affect the Sponsors' ability to enforce the Proponent's obligations pursuant to the RFP Documents;

(c) constitute an attempt by the Proponent to revise the Sponsors' or the Proponent's rights or obligations under the RFP Documents in a way not permitted by this RFP; or

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(d) if evaluated, affect the fairness of the RFP Process or otherwise violate or contravene Applicable Law.

(2) A requirement in this RFP or in the Schedules to this RFP that a Proponent "must" or "shall" do anything is not intended to supersede this RFP Section 5.8 or, for greater clarity, to supersede the concepts of "Comply", “Compliant”, "Compliance" or "material deviation" set out in this RFP Section 5.8.

(3) For clarity, each Proponent acknowledges and agrees that the Sponsors' evaluation of Compliance with the RFP Documents is not an evaluation of absolute Compliance and that the Sponsors may waive;

(a) any failure to Comply that, in the Sponsors' sole opinion, does not constitute a material deviation in accordance with this RFP Section 5.8; or

(b) any material deviation as permitted under RFP Section 11.2(3).

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6. REVIEW, CLARIFICATION AND CONSIDERATION OF INITIAL TECHNICAL SUBMISSIONS

6.1 Technical Review Committee and Advisors

(1) The Sponsors will establish a committee (the "Technical Review Committee") for the purpose of reviewing Initial Technical Submissions in accordance with the RFP Documents. The Sponsors, in their discretion, will determine the size, structure and composition of the Technical Review Committee and any sub-committees of the Technical Review Committee. The Technical Review Committee may be assisted by and receive advice from any of the Sponsors' Advisors, and any other directors, officers, employees, consultants or representatives of the Sponsors in any manner determined necessary or desirable by the Sponsors.

6.2 Sponsors' Clarification and Verification of Initial Technical Submissions

(1) The Sponsors may, in their discretion:

(a) require a Proponent to clarify or verify the contents of its Initial Technical Submission or any statement made by the Proponent;

(b) require a Proponent to submit supplementary documentation clarifying or verifying any matters contained in its Initial Technical Submission; and/or

(c) seek a Proponent's acknowledgement of the Sponsors' interpretation of the Initial Technical Submission or any part of the Initial Technical Submission.

(2) The Sponsors are not obliged to take any of the actions referred to in this RFP Section 6.2(1) or to seek or require clarification or verification of any aspect of an Initial Technical Submission or any statement by a Proponent, including an ambiguity in an Initial Technical Submission or in a statement made by a Proponent in respect of any aspect of its Initial Technical Submission.

(3) Any written information received by the Sponsors from a Proponent in respect of its Initial Technical Submission pursuant to a request for clarification or verification from the Sponsors as part of the RFP Process may, in the Sponsors' discretion, be considered as an integral part of the Proponent’s Initial Technical Submission.

6.3 Review of Initial Technical Submissions

(1) The Sponsors will open each Initial Technical Submission and review the contents of such submission to assess whether it is Compliant with the terms and conditions of the RFP Documents, including whether all documents required to be submitted have been appropriately submitted.

(2) Subject to the terms of this RFP, the review of the Initial Technical Submission will consider whether the Initial Technical Submission:

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(a) contains any instances of non-Compliance;

(b) satisfies the provisions of this RFP, including the requirements set out in Schedule 3 Part 1 of this RFP and the Project Agreement; and

(c) demonstrates to the satisfaction of the Sponsors that the Proponent is capable of performing the obligations and responsibilities of the Successful Proponent and delivering the Project in accordance with the Project Agreement and that the Proponent has a good understanding of the Project and the Works.

(3) Without prejudice to 6.3 (5) if, prior to the submission of a Proposal, the Sponsors determine that an Initial Technical Submission or any part of an Initial Technical Submission does not Comply with the requirements set out in the RFP Documents, the Sponsors may provide, in respect of such Initial Technical Submission, one or more notifications of any items that, in the Sponsors’ discretion, appear not to be Compliant. and may request the Proponent to re-submit the Initial Technical Submission or any part of the Initial Technical Submission in order to demonstrate, to the satisfaction of the Sponsors, that areas of non-Compliance identified by the Sponsors will be appropriately amended within the Proponent’s Proposal.

(4) Following completion of their review of each Proponent’s Initial Technical Submission, the Sponsors will issue a notification letter to the Proponent advising that the review period for the Initial Technical Submission has ended and that no additional clarification or rectification requests will be issued and, in the discretion of the Sponsors, identifying particular areas of potential non-Compliance.

(5) Notwithstanding any other provision in this Section 6, the Sponsors are not responsible for identifying any or all areas in which Initial Technical Submissions are not Compliant and, irrespective of whether the Sponsors have identified any aspect in respect of which an Initial Technical Submission is not Compliant, a Proponent shall not be relieved in any way from satisfying the requirements of this RFP or the Project Agreement. For clarity, the identification or failure to identify any non-Compliance shall in no way constitute an acceptance by the Sponsors of any risk or responsibility of the Proponent (if selected as the Successful Proponent) under or in respect of the Project Agreement.

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7. CLARIFICATION AND EVALUATION OF PROPOSALS

7.1 Evaluation Committee and Advisors

(1) The Sponsors will establish an evaluation committee (the "Evaluation Committee") for the purpose of evaluating Proposals in accordance with the RFP Documents. The Sponsors, in their discretion, will determine the size, structure and composition of the Evaluation Committee and any sub-committees of the Evaluation Committee. The Evaluation Committee may be assisted by and receive advice from any of the Sponsors' Advisors, and any other directors, officers, employees, consultants or representatives of the Sponsors in any manner determined necessary or desirable by the Sponsors.

(2) If a member of the Evaluation Committee or, if applicable, an evaluation sub-committee becomes unable to continue serving on the Evaluation Committee or evaluation sub-committee before the completion of a step in the evaluation process, the evaluation comments of that individual, in respect of the uncompleted steps in the evaluation process only, shall be ignored. For clarity, if an Evaluation Committee or sub-committee member becomes unable to continue serving on the Evaluation Committee or a sub-committee after the full completion of a step in the evaluation process, the results of the completed steps of the evaluation process are unaffected and remain valid. Whether or not an Evaluation Committee or sub-committee member, in these circumstances, is replaced is in the discretion of the Sponsors.

7.2 Sponsors' Clarification and Verification of Proposals

(1) The Sponsors may, in their discretion:

(a) require the Proponent to clarify or verify the contents of its Proposal or any statement made by the Proponent;

(b) require the Proponent to submit supplementary documentation clarifying or verifying any matters contained in its Proposal; and

(c) seek a Proponent's acknowledgement of the Sponsors' interpretation of the Proposal or any part of the Proposal.

(2) The Sponsors are not obliged to take any of the actions referred to in this RFP Section 7.2(1) or to seek or require clarification or verification of any aspect of a Proposal or any statement by a Proponent, including an ambiguity in a Proposal or in a statement made by a Proponent in respect of any aspect of its Proposal.

(3) Any written information received by the Sponsors from a Proponent pursuant to a request for clarification or verification from the Sponsors as part of the RFP Process may, in the Sponsors' discretion, be considered as an integral part of the applicable Proposal.

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7.3 Evaluation of Proposals

7.3.1 Step 1 – Compliance of Technical Proposals with Submission Requirements

(1) Following the Technical Proposal Submission Deadline the Sponsors will open each Technical Proposal submitted prior to the Technical Proposal Submission Deadline and review the contents of the Technical Proposal to assess whether it is Compliant with the Submission Requirements, including whether all documents required to be submitted have been appropriately submitted.

(2) If, at any time during the RFP Process, the Sponsors determine that a Proposal or any part of a Proposal is non-Compliant pursuant to this RFP Section 7.3, the Sponsors may, in their discretion and without liability, cost or penalty, declare the Proposal to be non-Compliant, disqualify the Proponent and, for clarity, the Proposal shall not be evaluated or given any further consideration.

(3) For clarity, “design” Compliance will not be considered in Step 1 outlined in this, Section 7.3.1 of the RFP. Design Compliance will be considered in Step 3 of the evaluation of Proposals set out in Section 7.3.3 of the RFP.

7.3.2 Step 2 – Review of the Proposal Submission Form and Team Member Declaration Forms

(1) Following completion of the Compliance review contemplated in RFP Section 7.3.1, the Sponsors shall review each Proposal Submission Form and Team Member Declaration Form to:

(a) ensure that each such form has been properly completed and signed;

(b) ensure that there have been no changes to the Proponent or Proponent Team Members from their RFQ Submissions, except for changes that have been approved by the Sponsors in accordance with RFP Section 3.6; and

(c) assess the Conflict of Interest and Confidential Information sections of the Proposal Submission Form and Team Member Declaration Forms.

7.3.3 Step 3 – Review of the Technical Submission Information

(1) Subject to the terms of this RFP, the evaluation of the Technical Submission Information will consider whether the Proposal:

(a) contains any instances of non-Compliance with respect to the minimum technical and design requirements set out in the RFP Documents;

(b) satisfies the provisions of this RFP, including the requirements set out in Schedule 3 Part 1 of this RFP and the Project Agreement; and

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(c) demonstrates to the satisfaction of the Sponsors that the Proponent is capable of performing the obligations and responsibilities of the Successful Proponent and delivering the Project in accordance with the Project Agreement and that the Proponent has a good understanding of the Project and the Work.

(2) If the Sponsors determine that the Technical Submission does not substantially satisfy the above requirements, the Sponsors may determine that the Proposal is not Compliant. In this case the Proponent will be disqualified, the envelope containing Part C of the Proposal (Financial Submission Information) will not be opened and, for clarity, the Proposal will not be further evaluated, ranked or given any further consideration.

(3) The Sponsors are not responsible for identifying any or all areas in which Submissions are not Compliant and, irrespective of whether the Sponsors have identified any aspect in respect of which a Submission is not Compliant, a Proponent shall not be relieved in any way from satisfying the requirements of this RFP or the Project Agreement. For clarity, the identification or failure to identify any non-Compliances shall in no way constitute an acceptance by the Sponsors of any risk or the assumption of any obligation or responsibility of the Proponent (if selected as the Successful Proponent) under or in respect of the Project Agreement.

7.3.4 Step 4 – Compliance of Financial Proposals with Submission Requirements

(1) Following the Financial Proposal Submission Deadline and completion of Step 3 above, the Sponsors will, subject to 7.3.3 (2), open each Financial Proposal submitted prior to the Financial Proposal Submission Deadline and review the contents of the Financial Proposal to assess whether it is Compliant with the Submission Requirements, including whether all documents required to be submitted have been appropriately submitted.

(2) If, at any time during the RFP Process, the Sponsors determine that a Proposal or any part of a Proposal is non-Compliant pursuant to this RFP Section 7.3, the Sponsors may, in their discretion and without liability, cost or penalty, declare the Proposal to be non-Compliant, disqualify the Proponent and, for clarity, the Proposal shall not be evaluated or given any further consideration.

7.3.5 Step 5 – Review of the Financial Submission Information

(1) Subject to 7.3.4, the Sponsors will evaluate whether the Financial Submission substantially satisfies the following requirements:

(a) the Proponent has arranged sufficient financing for the Project in accordance with the requirements of the RFP and the Project Agreement;

(b) the Proponent’s Financing Plan, including security, bonding, guarantees and insurance elements, is robust and deliverable;

(c) the Proponent’s Financing Plan can be executed expediently if the Proponent is selected as Successful Proponent;

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(d) each of the Proponent’s Equity Providers has the ability to raise sufficient capital to satisfy the Proponent’s equity requirements; and

(e) the Proponent, and its Proposal, is financially viable.

(2) If the Sponsors determine that the Financial Submission Information does not substantially satisfy the above requirements, the Sponsors may determine that the Proposal is not Compliant, in which case the Proponent will be disqualified and, for clarity, its Proposal will not be further evaluated, ranked or given any further consideration.

7.3.6 Step 5 – Ranking Process

(1) Subject to the terms of this RFP, each Proposal that satisfies the requirements stipulated in respect of Steps 1 to 5 above will be ranked by the Sponsors.

(2) The Proposal with the lowest Proposal Net Present Cost will be designated as the “Highest Ranked Proponent”. The Proposal with the second lowest Proposal Net Present Cost will be designated as the “Second Ranked Proponent” and the Proposal with the third lowest Proposal Net Present Cost will be designated as the “Third Ranked Proponent”.

(3) If two or more Compliant Proposals have the same Proposal Net Present Cost, and it is the lowest Proposal Net Present Cost, the Sponsors will seek revised Financial Submissions from such Proponents.

8. GENERAL EVALUATION AND DISQUALIFICATION PROVISIONS

8.1 Sponsors' Discretion in Determining Compliance and Ranking

(1) The Sponsors shall, in their discretion, determine:

(a) the membership of the Technical Review Committee and the Evaluation Committee and any sub-committees of the Technical Review Committee and Evaluation Committee;

(b) whether an Initial Technical Submission or Proposal is Compliant with the RFP Documents;

(c) whether a failure to Comply constitutes a material deviation;

(d) whether to seek clarification or verification of any aspect of an Initial Technical Submission or a Proposal or take any other measures contemplated in RFP Sections 6.2 or 7.2;

(e) whether a Proposal or a Proponent,

(i) is disqualified; or

(ii) will cease to be considered in the evaluation process; and

(f) Any other matters that are contemplated in this RFP as being subject to the discretion of the Sponsors.

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(2) The Sponsors' discretion in determining Compliance, disqualification of the Proponents and their Proposal is not limited or restricted in any way by the fact that a prequalification process preceded this RFP Process.

8.2 Disqualification

(1) The Sponsors may, in their discretion, disqualify a Proposal or reverse any decision made pursuant to this RFP (even if the Successful Proponent has been selected) at any time prior to a Commercial Close (with respect to the Successful Proponent) and at any time prior to Financial Close (with respect to the remaining Proponents) if:

(a) a Proposal is determined to be non-Compliant pursuant to RFP Section 7.3;

(b) a Proponent fails to cooperate in any attempt by the Sponsors to verify any information provided by the Proponent in its Proposal or interview;

(c) a Proponent contravenes RFP Sections 3.3.2 or 3.3.3;

(d) a Proponent fails to comply with Applicable Law;

(e) a Proposal contains false or misleading information or a misrepresentation;

(f) a Proposal, in the opinion of the Sponsors or the COI Adjudicator, as applicable, reveals a material Conflict of Interest or a Proponent, a Proponent Team Member or other Person is an Associate or Affiliate of any Ineligible Person as contemplated in RFP Section 3.9 and the Proponent:

(i) does not receive a waiver from the Sponsors in accordance with RFP Section 3.9.1(4) or does not receive a consent in accordance with RFP Section 3.9.2(2), as applicable; or

(ii) fails to substitute the person or entity that is the subject or cause of the Conflict of Interest in accordance with RFP Section 3.9.1(5);

(g) if, in the opinion of the Sponsors, acting reasonably, a Proponent or a Proponent Team Member or any of their respective Advisors, directors, officers, employees or representatives directly or indirectly colluded with one or more other Proponents or its or their respective Proponent Team Members or any of their respective Advisors, directors, officers, employees or representatives in the preparation or submission of a Proposal or otherwise contravened RFP Section 3.3.4;

(h) a Proponent has committed a material breach of any existing agreement between the Proponent and a Sponsor; or

(i) a Proponent or a Proponent Team Member has been convicted of a criminal offence or an offence in connection with any services

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rendered to the Sponsors or any Ministry, agency, Board or Commission of the Government of Saskatchewan.

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9. NEGOTIATIONS AND THE IDENTIFICATION OF THE SUCCESSFUL PROPONENT

9.1 Evaluation Results and the Identification of a Successful Proponent

(1) The Sponsors may, at any time prior to the expiration of the Proposal Validity Period;

(a) identify the Highest Ranked Proponent as the Successful Proponent; or

(b) in the discretion of the Sponsors, enter into negotiations with such Proponent pursuant to and in accordance with RFP Section 9.2 and, if such negotiations are successful, identify the Highest Ranked Proponent as the Successful Proponent. If such negotiations are not successful, the Sponsors shall be entitled to:

(i) enter into negotiations with the Second Ranked Proponent (and Third Ranked Proponent if such negotiations are not successful) pursuant to and in accordance with RFP Section 9.2 and, if such negotiations are successful, identify the such Proponent as the Successful Proponent; or

(ii) exercise any of the rights contained in this RFP, including, without limitation, any of the rights set out in RFP Section 11.1(1)(g).

(2) If for any reason the Sponsors determine that it is unlikely to reach final agreement with the Successful Proponent (including, but not limited to, a failure by a Successful Proponent to provide a Letter of Credit in accordance with RFP Section 10.1, a failure by a Successful Proponent to execute and deliver the Early Works Agreement in accordance with RFP Section 10.5 or a breach of the Successful Proponent obligations set out in RFP Section 10.2 by the Successful Proponent), then the Sponsors may terminate the discussions with the Successful Proponent and proceed in any manner that the Sponsors may decide, in consideration of their own best interests, including:

(c) inviting the next highest ranked Proponent to enter into discussions to reach final agreement for completing the Project; or

(d) exercising any of the rights contained in this RFP, including, without limitation, any of the rights set out in RFP Section 11.1(1)(g).

9.2 Negotiations

(1) If none of the Proposals is Compliant or if all Proposal prices exceed the Sponsors budget for the Project, the Sponsors may, in their discretion:

(a) use the negotiations process to negotiate any aspect of the Highest Ranked Proponent’s Proposal or the Project Agreement (including, without limitation, any amendments to the Project Agreement that are reasonably required to revise the scope of the Project); or

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(b) exercise any other rights contained in this RFP, including, without limitation, any of the rights set out in RFP Section 11.1(1)(g).

(2) In all circumstances other than those contemplated in RFP Section 9.2(1), the Sponsors may use the negotiations process to negotiate any aspect of the Highest Ranked Proponent’s Proposal or the Project Agreement, or both, including, for clarity, any amendments to the Project Agreement that are reasonably required to: (i) accommodate the Highest Ranked Proponent’s financing requirements, or (ii) make non-material revisions to the scope of the Project.

(3) Notwithstanding any negotiations between the Sponsors and any Proponent, the Proposals of all Proponents shall remain valid and irrevocable until the earlier of the expiration of the Proposal Validity Period and Financial Close, in accordance with RFP Section 5.4(1).

(4) If, in accordance with RFP Sections 9.2(1) or 9.2(2), the Proponent and the Sponsors negotiate revisions to the Project Agreement, the Sponsors and the Successful Proponent shall develop a revised Project Agreement and, for the purposes of RFP Section 10, the Project Agreement, so revised, shall be the “Project Agreement”.

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10. SUCCESSFUL PROPONENT

10.1 Identification of the Successful Proponent and the Letter of Credit

(1) Subject to RFP Sections 11.1 and 11.2, the Sponsors intend to identify a Successful Proponent in accordance with RFP Section 9.

(2) No later than five (5) Business Days after a Proponent's receipt of a notice from the Contact Person that the Proponent is the Successful Proponent, the Successful Proponent shall provide one or more (up to a maximum of four) irrevocable standby letter(s) of credit (the "Letter of Credit") in the aggregate amount specified in the RFP Data Sheet and in the form attached as Schedule 8 to this RFP to secure the Successful Proponent's obligations in accordance with RFP Section 10.1(5).

(3) If the Successful Proponent does not provide the Letter of Credit to the Sponsors as required by this RFP Section 10.1 the Sponsors may, in their discretion, by written notice to the Successful Proponent, cease all discussions with the Successful Proponent, terminate any obligations of the Sponsors to the Successful Proponent under any agreement or understanding relating to the Project, and, for greater certainty, the Successful Proponent will not be entitled to or receive any payment or compensation of any kind relating to the Project (including, without limitation, the Honorarium or Break Fee).

(4) Subject to the Sponsors' right to draw on the Letter of Credit and retain and apply the proceeds as liquidated damages as provided in this RFP or in the Project Agreement, the Letter of Credit shall be returned to the Successful Proponent as follows:

(a) if the Sponsors give notice to the Successful Proponent that they are cancelling or discontinuing the RFP Process, no later than ten (10) days after receipt by the Sponsors of a written demand for the Letter of Credit by the Successful Proponent; or

(b) unless the Sponsors and the Successful Proponent agree that the Letter of Credit shall be amended and delivered to SaskBuilds in satisfaction of Project Co's obligations in accordance with the Project Agreement, upon Commercial Close.

(5) The Sponsors shall be entitled to draw on the Letter of Credit and retain and apply the proceeds thereof as liquidated damages if,

(a) there is a breach of the Successful Proponent obligations set out in RFP Section 10.2 by the Successful Proponent;

(b) a Termination Notice has been given to the Successful Proponent under Schedule 10 of the RFP;

(c) Commercial Close has not occurred (for reasons other than the failure of the Ministry to execute the Project Agreement in accordance with its terms), on or before the Commercial Close

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Target Date (or any extended Commercial Close Target Date to which the Sponsors in their discretion have agreed); or

(d) the Successful Proponent has notified the Sponsors in writing that it wishes to cease all discussions with the Sponsors relating to the Project.

(6) The Sponsors shall not be required to give any prior written notice to the Successful Proponent of their intention to draw on the Letter of Credit. If the Successful Proponent notifies the Contact Person in writing that the Successful Proponent disputes the Sponsors' right to draw on the Letter of Credit and to retain and apply the proceeds as liquidated damages, then the Sponsors shall nonetheless be entitled to draw on the Letter of Credit and retain the proceeds thereof; provided however that the Sponsors will be required to repay all or a portion of the amount drawn, together with interest at the rate prescribed on that amount, if the dispute is finally resolved in favour of the Successful Proponent. If the Successful Proponent fails to renew or extend the Letter of Credit at least thirty (30) days prior to its expiry date, the Sponsors may, at any time without notice to the Successful Proponent, draw on the Letter of Credit and hold the proceeds thereof in the same manner and for the same purposes as the Letter of Credit.

10.2 Successful Proponent Obligations

(1) The Successful Proponent shall,

(a) Execute the Early Works Agreement in accordance with RFP Section 10.5;

(b) achieve Commercial Close prior to the Commercial Close Target Date (or any extended Commercial Close Target Date to which the Sponsors, in their discretion, have agreed) based on the Project Agreement in substantially the same form and content as finalized prior to the Financial Proposal Submission Deadline or on the Project Agreement as revised and agreed to by the Successful Proponent and the Sponsors;

(c) execute the Project Agreement, subject only to revision in respect of the following:

(i) minor changes, additions and modifications necessary to create a legally complete and binding agreement;

(ii) changes, additions and modifications to those provisions which require:

(A) the insertion or addition of information relating to the Successful Proponent's corporate and funding structure which are not inconsistent with the principles set out in the Project Agreement;

(B) the insertion or addition of information or the modification of provisions of the Project Agreement required in order to reflect accurately the nature of the

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Successful Proponent's relationships with its principal subcontractors; or

(C) the revision of provisions in the Project Agreement to more accurately reflect the result of negotiations;

(iii) changes, additions and modifications required in order to complete (based on the Proposal) any provision of the Project Agreement (where contemplated in or required under the terms of the RFP Documents) or to complete any Schedules to the Project Agreement; and

(iv) changes, additions and modifications to those parts of the Project Agreement which are indicated in the Project Agreement as being subject to completion or finalization,

provided, that, in each case the changes, additions or modifications identified in RFP Section 10.2(1)(b) are consistent with the principles set out in the Project Agreement and otherwise acceptable to the Sponsors, acting reasonably; and

(d) maintain its prices in accordance with the terms and conditions of this RFP, subject only to (i) revisions to the Credit Spreads, if any, in accordance with, as applicable, Schedule 10 of the RFP, or (ii) revisions to the prices explicitly agreed to by the Sponsors.

(2) The Successful Proponent shall not later than five (5) days after receipt of notice from the Sponsors that it is the Successful Proponent, deliver to the Contact Person a timetable setting out its schedule for achieving the following Financial Close milestone dates:

(a) commencement and completion of financing documentation;

(b) receipt of final ratings from rating agencies (if applicable); and

(c) final pricing of the financing,

for review and approval by the Sponsors, acting reasonably (the "Financing Timetable"). The Sponsors may elect, in their discretion, to extend one or more of the dates identified in the Financing Timetable.

(3) The Successful Proponent shall provide access and shall promptly make available to the Sponsors and their Advisors, agents and representatives such documentation, financial and technical information as may be reasonably requested by the Sponsors from time to time in connection with the Sponsors' due diligence investigations including, without limitation, copies of any written representations, statements, assurances, commitments or agreements which the Successful Proponent, any Successful Proponent Team Member or any of their respective Advisors have received from any municipality, governmental authority or utility relating to the Project. The Successful Proponent shall provide to the Sponsors, in a timely fashion, for review and comment by the Sponsors and their Advisors, final draft versions of all documents required to be delivered by the Successful Proponent in accordance with the Project

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and the Project Agreement, together with such other documentation as the Sponsors may reasonably request from time to time.

10.3 The Sponsors Authorization and Approvals

(1) The Successful Proponent acknowledges and agrees that the entering into of the Project Agreement by the Ministry is conditional on and subject to the Ministry obtaining any necessary authorizations and approvals required in connection with the Project, including, for certainty, the approval of any relevant government authority.

10.4 First Nations and Metis Engagement

(1) As described in Sections 9.11 and 27.9 of the Project agreement, following Commercial Close Project Co will be responsible for developing and implementing First Nations and Métis participation engagement plans covering both the period to Substantial Completion and during the Operational Term.

(2) At an appropriate time to be agreed following appointment of the Successful Proponent but prior to Commercial Close the Sponsors require the Successful Proponent to coordinate a session (“First Nations and Metis Networking Session”) with First Nations and Metis individuals, First Nations and Metis controlled companies or legal entities and joint ventures that include First Nations and Metis controlled companies or legal entities to provide an opportunity for:

(d) Networking with First Nations and Metis individuals, First Nations and Metis controlled companies or legal entities and joint ventures that include First Nations and Metis controlled companies or legal entities who might be interested in working with, or providing products and services to, the Successful Proponent; and

(e) The Successful Proponent to enhance their knowledge, understanding and awareness of goods and services which could be provided by, and build relationships with, First Nations and Metis individuals, First Nations and Metis controlled companies or legal entities and joint ventures that include First Nations and Metis controlled companies or legal entities.

(3) The Successful Proponents will be responsible for arranging and facilitating the First Nations and Metis Networking Session at its own expense.

(4) The Sponsors may be present during a portion or all of the First Nations and Metis Networking Session.

10.5 Early Works Agreement

(1) No later than five (5) Business Days after a Proponent’s receipt of a notice from the Contact Person that the Proponent is the Successful Proponent, the Successful Proponent shall execute and deliver to the Ministry an agreement (the “Early Works Agreement”) in the form attached as Schedule 12 to this RFP.

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(2) If the Successful Proponent does not execute and deliver the Early Works Agreement to the Ministry as required by this RFP Section 10.5 the Sponsors may, in their discretion, by written notice to the Successful Proponent, cease all discussions with the Successful Proponent, terminate any obligations of the Sponsors to the Successful Proponent under any agreement or understanding relating to the Project, and, for greater certainty, the Successful Proponent will not be entitled to or receive any payment or compensation of any kind relating to the Project (including, without limitation, the Honorarium or Break Fee).

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11. GENERAL LEGAL MATTERS AND RIGHT TO ACCEPT OR REJECT

11.1 General Rights of the Sponsors

(1) The Sponsors may, in their discretion:

(a) reject any or all of the Proposals;

(b) accept any Proposal;

(c) if only one Proposal, or only one Compliant Proposal, is received, elect to accept or reject it;

(d) elect to discontinue the RFP Process at any time before the end of the RFP Process, including after the identification of a Successful Proponent but before Commercial Close;

(e) subject to Applicable Law and to the terms and conditions of this RFP, negotiate any aspects of the Successful Proponent’s Proposal;

(f) alter the Timetable, the RFP Process or any other aspect of this RFP, which, for certainty, includes the right to schedule Financial Close on a day subsequent to Commercial Close; and

(g) cancel or amend this RFP or this RFP Process and subsequently re-issue this RFP or issue an amended or a new or replacement RFP or advertise or call for new submissions for the same or different subject matter as these RFP Documents with the same or different proponents; provided, however, that, for clarity, if the Sponsors, in their discretion, exercise any rights under this RFP Section 11.1(1)(g), they will be entitled to issue an amended or a new or replacement RFP solely to the Proponents without being required to issue an RFQ or any other procurement document for the purpose of prequalifying participants in the RFP Process.

11.2 Special Circumstances

(1) If the Sponsors determine that all of the Proposals submitted are non-Compliant in accordance with RFP Section 7.3(1), the Sponsors may, in their discretion:

(a) take any action contemplated in RFP Section 11.1;

(b) carry out a process whereby all Proponents are directed to correct the material deviations in their Proposals for re-submission; or

(c) enter into negotiations with any one of the Proponents to attempt to finalize an agreement.

(2) If the Sponsors receive,

(a) one Proposal and that Proposal is Compliant; or

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(b) more than one Proposal, but only one Compliant Proposal,

the Sponsors may, in their discretion:

(a) take any action contemplated in RFP Section 11.1(1) (including acceptance of the Proposal and name the Proponent that submitted such Proposal or Compliant Proposal (as applicable) as the Successful Proponent); or

(b) enter into negotiations with the Proponent that submitted a Compliant Proposal.

(3) Subject to Applicable Law the Sponsors, in their discretion, may waive a defect, irregularity, non-conformity, non-Compliance, or material deviation in a Submission and, therefore, waive a failure to Comply with the requirements of the RFP Documents. The Sponsors may, in their discretion, decline to disqualify a non-Compliant Proposal.

11.3 Sponsors' Liability for Proponent's Costs

11.3.1 General

(1) Except as provided in RFP Sections 11.3.2 and 11.3.3, the Sponsors shall not be liable for any expense, cost, loss or damage incurred or suffered by any Proponent, any Proponent Team Member, any Advisor to a Proponent or Proponent Team Member, any Financial Services Provider or any person connected with any one of them, as a result of any action taken or not taken by the Sponsors in accordance with or pursuant to this RFP, including any action taken or not taken by the Sponsors in accordance with or pursuant to Sections 11.1 or 11.2.

11.3.2 Honorarium

(1) The Honorarium shall be paid to each Proponent other than the Proponent that achieves Commercial Close, subject to the following conditions:

(a) a Proponent must submit a Compliant Proposal for that Proponent to be eligible for the Honorarium;

(b) a Proponent must not withdraw from this RFP Process after the Financial Proposal Submission Deadline in contravention of this RFP;

(c) if the Sponsors draw upon a Proponent's Letter of Credit in accordance with this RFP or the Proponent's Standby Letter of Credit in accordance with the Project Agreement, then such Proponent will not be eligible for the Honorarium;

(d) if the Successful Proponent fails to provide a Letter of Credit in accordance with RFP Section 10.1 or to execute and deliver the Early Works Agreement in accordance with RFP Section 10.5, then such Proponent will not be eligible for the Honorarium

(e) Financial Close must be achieved with a Proponent under the Project Agreement to this RFP, provided that in the event that Financial Close is not achieved with a Proponent under the Project

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Agreement because the Ministry, as a result of a Severe Market Disruption;

(i) exercises its rights under Section 2.4(b) of the Project Agreement (the "Severe Market Disruption Event Date"), and

(ii) concludes and reaches Financial Close under a new project agreement respecting the Project within six months after the Severe Market Disruption Event Date,

then this condition 11.3.2(1)(d) shall be deemed to have been satisfied.

(2) For clarity, a Proponent shall not be eligible to receive both an Honorarium and the compensation contemplated under Section 2.4(c) of the Project Agreement.

(3) The amount of the Honorarium that will be paid to each eligible Proponent in accordance with RFP Section 11.3.2(1) is set out in the RFP Data Sheet.

(4) Payment of an Honorarium shall represent full and final satisfaction of any obligation or liability of the Sponsors to the Proponent and Proponent Team Members in connection with this RFP and the RFP Process, and the Sponsors' obligation to pay the Honorarium shall be contingent on the receipt of a waiver, in form and substance satisfactory to the Sponsors, from the Proponent and each Proponent Team Member to that effect.

11.3.3 Break Fee

(1) Subject to the Sponsors having obtained all necessary approvals, including approval from the Minister of Finance, if the Sponsors offer a Break Fee for this Project as set out in the RFP Data Sheet, any such Break Fee shall be paid in accordance with the following:

(a) if the Project is cancelled prior to submission of Proposals:

(i) only a Proponent who has demonstrated, to the Sponsors' satisfaction and in the Sponsor’s sole opinion, active participation in the RFP Process will be eligible to receive a Break Fee; and

(ii) the Sponsors may require a Proponent to substantiate its active participation in the RFP Process in order to receive a Break Fee; and

(b) if the Project is cancelled after the Financial Proposal Submission Deadline, a Break Fee will be paid to each Proponent that has submitted a Compliant Proposal, provided that if the Project is cancelled after the selection of a Successful Proponent, the Successful Proponent must also have delivered the Letter of Credit in accordance with Section 10.1 of the RFP and executed the Early Works Agreement in accordance with Section 10.5 of the RFP to be entitled to receive any such payment.

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(2) The Sponsors shall determine whether a Proposal is Compliant based on factors that include whether the Proposal is Compliant with this RFP (as determined in accordance with RFP Section 7.3).

(3) The amount of the Break Fee payable to each eligible Proponent is set out in the RFP Data Sheet.

(4) Payment of a Break Fee shall represent full and final satisfaction of any obligation or liability of the Sponsors to the Proponent and Proponent Team Members in connection with this RFP, and the Sponsors' obligation to pay the Break Fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to the Sponsors, from the Proponent and Proponent Team Members to that effect.

(5) For clarity, a Proponent shall not be eligible to receive both a Break Fee and an Honorarium relating to the Proponent's participation in the RFP Process for this Project.

11.4 Applicable Law, Attornment and Limit on Liability

(1) This RFP shall be governed and construed in accordance with Applicable Law.

(2) The Proponent agrees that,

(a) any action or proceeding relating to this RFP Process shall be brought in a court of competent jurisdiction in the Province of Saskatchewan and for that purpose the Proponent irrevocably and unconditionally attorns and submits to the jurisdiction of the Saskatchewan courts;

(b) it irrevocably waives any right to and shall not oppose any Saskatchewan action or proceeding relating to this RFP Process on any jurisdictional basis, including forum non conveniens; and

(c) it shall not oppose the enforcement against it, in any other jurisdiction, of any judgement or order duly obtained from a Saskatchewan court as contemplated by this RFP Section 11.4.

(3) Except as provided in RFP Sections 11.3.2 and 11.3.3, the Proponent agrees that if the Sponsors or the Sponsors' Advisors commit a material breach of their obligations under or in connection with this RFP (that is, a material breach of the bidding contract or Contract A), the liability of the Sponsors and, if applicable, the Sponsors’ Advisors to the Proponent and the aggregate amount of damages recoverable against the Sponsors for any matter relating to or arising from that material breach, whether based upon an action or claim in contract, warranty, equity, negligence, intended conduct or otherwise, including any action or claim arising from the acts or omissions, negligent or otherwise, of the Sponsors or the Sponsors’ Advisors, shall be the lesser of,

(a) the Proposal preparation costs that the Proponent seeking damages from the Sponsors can demonstrate; and

(b) $500,000 or the Break Fee, if applicable, or the Honorarium, if applicable, whichever is greatest.

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11.5 Licenses, Permits, etc.

(1) If a Proponent is required by Applicable Law to hold or obtain a licence, permit, consent or authorization to carry on an activity contemplated in its Proposal or in the Project Agreement, neither acceptance of the Proposal nor execution of the Project Agreement by the Sponsors shall be considered to be approval by the Sponsors of carrying on such activity without the requisite licence, permit, consent or authorization.

11.6 Power of Legislative Assembly

(1) Proponents are advised that no provision of the RFP Documents (including a provision stating the intention of the Sponsors) is intended to operate, nor shall any such provision have the effect of operating, in any way, so as to interfere with or otherwise fetter the discretion of the Legislative Assembly of Saskatchewan in the exercise of its legislative powers.

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12. NOTIFICATION AND DEBRIEFING

(1) Any time after the Successful Proponent has been identified, the Sponsors will formally notify all Proponents who were not successful in the RFP Process that they have not been selected. Notwithstanding such notification, the Proponents' Proposals shall be irrevocable until the earlier of the expiration of the Proposal Validity Period (or extended Proposal Validity Period, if applicable) or Financial Close, in accordance with RFP Section 5.4.

(2) Following Financial Close, the Sponsors, and a member or members of the Evaluation Committee, will meet with any unsuccessful Proponent, at the written request of the unsuccessful Proponent, to provide a de-briefing.

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13. DEFINITIONS

13.1 General

(1) Unless otherwise defined in this RFP, Section 13, capitalized terms and expressions used in this RFP have the meaning given to them in the Project Agreement. In this RFP, the singular shall include the plural and the plural shall include the singular, except where the context otherwise requires.

(2) All references in this RFP to the Sponsors', SaskBuilds' or the Ministry’s "discretion" means in the sole, absolute and unfettered discretion of the party or parties exercising the discretion.

All references in this RFP to "day" or "days" means calendar days, unless otherwise stated.

13.2 RFP Definitions

(1) Whenever used in the RFP:

"Acquiree" is defined in RFP Section 3.6(7);

"Acquirer" is defined in RFP Section 3.6(7);

"Addendum" means a written addendum to the RFP Documents issued by the Sponsors as set out in RFP Section 3.7;

“Adjudicator COI Matters” is defined in Section 3.9.1(3);

“Advance Benchmark Pricing Date” means the date set out as the Advance Benchmark Pricing Date in the Timetable;

“Advance Benchmark Submission Date” means the date set out as the Advance Benchmark Submission Date in the Timetable;

"Advisors" means any person or firm retained to provide professional advice to any one of the Sponsors, a Proponent, a Proponent Team Member or a Financial Services Provider, as applicable;

“Affiliate” is defined in Section 3.9.2(1);

“Associate” is defined in Section 3.9.2(1);

"Assumptions" is defined in Section 6.2 of Part B of Part 1 of Schedule 3 to this RFP;

"Background Information" means various types of information provided by the Sponsors and is defined in RFP Section 2.4(1)(b);

“Benchmark Pricing Date” means the date set out as the Benchmark Pricing Date in the Timetable;

"Benchmark Rate" is defined in Section 1.0 of Part B of Part 2 of Schedule 3 to this RFP;

"Benchmarking Date" is defined in Section 1.0 of Part B of Part 2 of Schedule 3 to this RFP;

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"Break Fee" means an amount to compensate a Proponent for some of the costs the Proponent had incurred in developing and submitting a Proposal in the event that the RFP Process is cancelled, as determined by the Sponsors in accordance with RFP Section 11.3.3;

"Business Day" means any day other than a Saturday, a Sunday, a statutory holiday in the province of Saskatchewan or any day on which banks are not open for business in the city of Regina, Saskatchewan;

“Business-to-Business Networking Session” is defined in Section 3.4.2(1);

"Clearing Spread" means the financing premiums/spread in excess of the Benchmark Rate used to calculate the price at which the end investors purchase bonds, as accepted by SaskBuilds;

“COI Adjudicator” is defined in Section 3.9.1(3);

"Commercial Close" means the date the Project Agreement is signed by the Successful Proponent and the Ministry;

"Commercial Close Target Date" means the date set out as the Commercial Close Target Date in the Timetable;

"Commercially Confidential Meetings" is defined in RFP Section 3.4.3(1);

"Commercially Confidential RFIs" is defined in RFP Section 3.2.2(1)(a)(ii);

“Compliance” is defined in RFP Section 5.8(1);

“Compliant” is defined in RFP Section 5.8(1);

“Comply” is defined in RFP Section 5.8(1);

"Confidential Information" is defined in RFP Section 3.8.3;

"Confidentiality Agreement" is defined in RFP Section 3.8.2(1);

"Conflict of Interest" is defined in RFP Section 3.9.1(1);

"Construction Management Plan" is defined in Section 7.1 of Part B of Part 1 of Schedule 3 to this RFP;

"Contact Person" is defined in RFP Section 3.2.1(1);

"Contract A" is defined in RFP Section 1.1(4);

“Control” has the meaning ascribed thereto in The Business Corporations Act (Saskatchewan) and “Controlled”, “Controls” and “Controlling have corresponding meanings;

"Credit Spread Election Facilities" is defined in Schedule 10 of the RFP;

"Credit Spread Lock-in Date" is defined in Schedule 10 of the RFP;

"Credit Spreads" means the financing premiums/spreads in excess of the Benchmark Rate as calculated/illustrated in the Financial Model in accordance with Section 3.0, Table A of Section B of Part 2 of Schedule 3 to this RFP. For greater certainty, Credit

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Spreads do not include any hedge premiums, swap counter party spreads or any other applicable fees;

"Data Room" is defined in RFP Section 2.4(1);

“Date for Submission of Identified Proponent Parties Form” is defined in RFP Section 3.1(1);

"Design Consultation Process" is defined in Section 1.0 of Schedule 2 to this RFP;

"Design Consultation Team" is defined in Section 1.0 of Schedule 2 to this RFP;

"Design Feedback Session" is defined in Section 1.0 of Schedule 2 to this RFP;

"Design Presentation Session" is defined in Section 1.0 of Schedule 2 to this RFP;

"Draft Lenders Commitment Letter" is defined in Schedule 10 of the RFP;

“Early Works Agreement” is defined in RFP Section 10.5(1);

"Evaluation Committee" is defined in RFP Section 7.1(1);

"Fairness Advisor" is defined in RFP Section 1.5;

"Financial Model" means the computer model a Proponent has used and which is proposed to become the Financial Model under the Project Agreement in the format specified in Part 2 of Schedule 3 to this RFP;

“Financial Proposal” is defined in RFP Section 4.2(4);

“Financial Proposal Submission Deadline” is defined in RFP Section 3.1(1);

"Financial Services Provider" means any Lender and any other provider of financial services or products;

"Financial Submission" means the component of the Proposal submitted in response to the requirements set out in Part 2 of Schedule 3 to this RFP;

"Financial Submission Information" means the information contained in the Proponent's Financial Submission;

"Financing Timetable" is defined in RFP Section 10.2(2);

"FIPPA" is defined in RFP Section 3.8.1(1);

“First Nations and Metis Networking Session” is defined in RFP Section 10.4(2);

“General Municipalities, Utility Companies and Railways Companies Meeting” is defined in RFP Section 3.4.4(1);

"General RFIs" is defined in RFP Section 3.2.2(1)(a)(i);

"Government of Saskatchewan" means Her Majesty in Right of the Province of Saskatchewan and all ministries, agencies, boards, commissions and/or corporations thereof;

“GTH” means the Global Transportation Hub as defined in the RFP Data Sheet;

"Held Pricing Facilities" is defined in Schedule 10 of the RFP;

“Highest Ranked Proponent” is defined in RFP Section 7.3.6(2);

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"Honorarium" means an amount to compensate a Proponent for some of the costs the Proponent had incurred in developing and submitting a Proposal, as determined by the Sponsors in accordance with RFP Section 11.3.2;

“ICSB Pricing Date” means the date set out as the ICSB Pricing Date in the Timetable;

"Identified Proponent Parties" is defined in RFP Section 3.6(1);

"includes" and "including" means "includes without limitation" and "including without limitation" respectively;

"Indicative Credit Spread Benchmarks" is defined in Section 2.1(2)(a) of Schedule 10 to this RFP;

"Ineligible Persons" is defined in RFP Section 3.9.2(1);

"Initial Technical Submission" is defined in RFP Section 1.1(2);

“Initial Technical Submission Deadline” is defined in RFP Section 3.1(1);

“Lands Visit” is defined in RFP Section 3.5.2(2);

"Lenders Commitment Letter" is defined in Schedule 10 of the RFP;

"Letter of Credit" is defined in RFP Section 10.1(2);

"MAC" is defined in Section 1.1 of Part C of Part 2 of Schedule 3 to this RFP;

"Milestone Capital Costs" is defined in Section 2.18 of Part C of Part 2 Schedule 3 to this RFP;

"Ministry" is defined in RFP Section 1.1(1);

"Monthly O&M Interim Services Payment" is defined in Schedule 28 of the Project Agreement;

"OHSA" is defined in Section 4.1 of Part B of Part 1 of Schedule 3 to this RFP;

“Participating Lenders” is defined in RFP Section 5.7(2);

“Participating Proponent Team Members” is defined in RFP Section 5.7(2);

“Person” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company, corporation or body corporate with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency authority or entity however designated or constituted;

"Price Submission Form" means Schedule 6 to this RFP;

"Prime Contractor" is defined in Section 4.1 of Part B of Part 1 of Schedule 3 to this RFP;

"Project" is defined in RFP Section 1.1(1);

"Project Agreement" are those documents listed as the “Project Agreement” in the RFP Data Sheet;

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"Project Safety Plan" is defined in Section 4.1 of Part B of Part 1 of Schedule 3 to this RFP;

"Proponent" is defined in RFP Section 1.2(1);

"Proponent Representative" is defined in RFP Section 1.2(2);

"Proponent Team Members" means all members of the Proponent team that were identified as a Team Member in the RFQ Process and were prequalified as a Proponent team to submit a Proposal in this RFP Process;

“Proponent’s Financing Plan” means the component of the Proposal submitted by the Proponent in response to the requirements set out in Section 1 of Part C of Part 2 of Schedule 3 to this RFP;

"Proponent’s Meeting" is defined in RFP Section 3.4.1(1);

"Proposal" is defined in RFP Section 1.1(2);

"Proposal Information" is defined in RFP Section 3.8.4(5);

"Proposal Information Licence" is defined in RFP Section 3.8.4(4);

“Proposal Net Present Cost” means the net present value of total payments set out in a Proponent’s Price Submission Form;

"Proposal Validity Period" is defined in RFP Section 5.4(1);

"Rectification Notice" is defined in Schedule 10 of the RFP;

"Rectification Notice Response" is defined in Schedule 10 of the RFP;

“Replacement RFP” is defined in RFP Section 2.1(1)(a);

“Request for Information Form” is defined in RFP Section 3.2.1(2);

“Reserve Shortlisted Proponent” means a party identified as such in accordance with Section 5.2(2) of the RFQ;

"RFI" is defined in RFP Section 3.2.2(1);

"RFP" means this Request for Proposals;

"RFP Data Sheet" means Schedule 1 to this RFP;

"RFP Documents" is defined in RFP Section 2.1(1);

"RFQ Key Individual" means those individuals identified in the Proponent's RFQ Submission as a “Key Individual” (as defined in the RFQ);

"RFP Process" is defined in RFP Section 1.3(1)(b);

"RFQ" is defined in RFP Section 1.2(1);

"RFQ Process" is defined in RFP Section 1.3(1)(a);

"RFQ Submission" is defined in RFP Section 1.2(1);

"SaskBuilds" is defined in RFP Section 1.1(1);

“Second Ranked Proponent” is defined in RFP Section 7.3.6(2);

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"Severe Market Disruption Event Date" is defined in RFP Section 11.3.2(1)(d)(i);

“Sponsor COI Matters” is defined in Section 3.9.1(3);

"Sponsors" is defined in RFP Section 1.1(1) and means SaskBuilds and the Ministry;

"Spread Decrease" is defined in Section 2.1 of Part C of Part 2 of Schedule 3 to this RFP;

“Submission Location” means the submission location identified as such in the RFP Data Sheet;

"Submission Requirements" means all of the submission requirements set out in this RFP;

"Substantial Completion Payment" is defined in Section 2.20 of Part C of Part 2 Schedule 3 to this RFP;

"Successful Proponent" is defined in RFP Section 1.1(3);

“Team Member” has the meaning set out in the RFQ;

“Technical Review Committee” is defined in RFP Section 6.1(1);

“Technical Proposal” is defined in RFP Section 4.2(4);

“Technical Proposal Submission Deadline” is defined in RFP Section 3.1(1);

"Technical Submission" means the component of the Proposal submitted in response to the requirements set out in Part 1 of Schedule 3 to this RFP;

"Technical Submission Information" means the information contained in the Proponent's Technical Submission;

"Termination Notice" is defined in Schedule 10 of the RFP;

“Third Ranked Proponent” is defined in RFP Section 7.3.6(2);

"Timetable" is defined in RFP Section 3.1(1);

"Total Project Capital Costs" is defined in Section 2.19 of Part C of Part 2 Schedule 3 to this RFP; and

"Variances" is defined in Section 6.2 of Part B of Part 1 of Schedule 3 to this RFP.

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SCHEDULE 1 – RFP DATA SHEET

RFP Data Sheet

Project Description RFP Section 1.1(5)

Background The Project is located in the immediate vicinity of Regina, the capital of the Province of Saskatchewan. Regina has a population of approximately 200,000 and has experienced significant population growth in recent years, a trend which is expected to continue in the immediate term. Municipalities located east of Regina have also experienced unprecedented growth over the past census period (2006-2011). For example, the towns of Balgonie and White City grew 17% and 70% respectively over this period. The natural resources sector, particularly oil, natural gas and potash, is the key sector driving the economy of Regina and the surrounding area although agriculture remains a significant component of the local economy. Regina experiences a dry humid continental climate with warm summers and cold, dry winters, prone to extremes at all times of the year. Further, Regina has high water table and unique highly variable ground conditions such as sandy soils and highly plastic clay soils that have a significant impact on certain road construction aspects.

A clear and convincing need for a new bypass has been demonstrated in order to serve the Regina Region’s growing population and allow new economic development initiatives. The existing highway infrastructure is inadequate for current levels of traffic demand, provides a severe impediment to traffic flow, and places a major restriction on commercial and population growth. Completion of the Project is expected to: • Facilitate economic growth; • Improve the capacity and efficiency of growing traffic; • Improve the efficiency and safety of travel on the National Highway System; • Provide more efficient access to the Global Transportation Hub (“GTH”) (a major new Canadian

distribution and transportation logistics development immediately west of Regina discussed further below);

• Promote a more livable community in an area where collisions, noise and air pollution are currently concentrated in an urban environment; and

• Facilitate more efficient connections with trade routes.

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Global Transportation Hub A key consideration of the Project is to facilitate the development and attractiveness of the GTH. The GTH is a Government of Saskatchewan-led initiative to develop a world-class transportation and logistics enterprise located to the west of Regina. The GTH provides rail access to all major Canadian ports, Gulf Coast ports and mid-western US trans-shipment points and trucking connections to all major networks including Trans-Canada, Minneapolis/St. Paul, Chicago and Mexico. Further details on the GTH can be found at www.thegth.com Project Scope The location of the Project in the context of the City of Regina is shown in Figure 1 below. The Project components as illustrated in Figure 1 can be grouped into three categories: • construction of new highway infrastructure; • improvement / upgrading of existing highway infrastructure; and • operation, maintenance and rehabilitation of new and existing highway infrastructure. Figure 1: Regina Bypass concept plan

The Project consists of a free flow highway corridor through the Regina Region, which includes approximately 58 km of 4-lane highway (including 40km of new 4-lane highway) and service roads along with a number of interchanges and intersections.

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The majority of the project is comprised of new highway infrastructure. This includes: • New, four lane highway from Highway 1 east of Regina extending from a new interchange in the

vicinity of Tower Road to an existing interchange on Highway 1 west of Regina; • New, four-lane highway from the CP Rail overpass just south of Dewdney Avenue to Highway 11; • Eleven new interchanges (at Highway 46, Highway 48, Pilot Butte Access, the vicinity of Tower

Road, Highway 33, Highway 6, Hill Avenue, Rotary Avenue, Dewdney Avenue, 9th Avenue North and Highway 11);

• Two new all movement intersections (at Courtney Street and Armour Road); • A new right in right out intersection at Fleet Street including an at grade rail crossing; • Bridges spanning the Wascana Creek in the south and in the west; • New mainline flyover over the CP Rail Tyvan Subdivision between Highway 33 and Highway 1 east

of Regina; • New Dewdney Avenue flyover over the CP Spectra Energy rail spur; • New mainline flyover over the CN Central Butte Subdivision between Dewdney Avenue and 9th

Avenue North; • New mainline flyover over the Last Mountain Railway Craik Subdivision on the mainline; and • New Service Roads as required to facilitate local access including at grade rail crossings. Improvement / upgrading of existing highway infrastructure involves modifications to Highway 1 east of Regina between Balgonie and Tower Road and parts of the western portion of the Bypass between Highway 1 and Dewdney Avenue and including: • The closure of Main Street access east of the new Highway 46 interchange; • Rehabilitation of Highway 1 between the new Highway 46 interchange and Tower Road; • The closure of Emerald Park access; • Two eastbound right in right out intersections at Emerald Park and Great Plains Road; • One eastbound and westbound right in right out intersections at Gravel Pit Road; • The intersection at Tower Road and Highway 1 (Victoria Avenue East); • The twinning of Highway 6 south of Regina between the existing four lane section and the proposed

Regina Bypass; • Modifications to the Highway 1 interchange, west of Regina; and • Reconstruction of Service Roads adjacent to Highway 1 east. Operation, Maintenance and Rehabilitation of the infrastructure: Interim Operation and Maintenance (from May 1, 2016 to Substantial Completion): • New Bypass Infrastructure from Phase One Substantial Completion; • Existing WRB Infrastructure between Highway 1 west of Regina to south of Dewdney Avenue; • Existing Infrastructure on Highway 1 east of Regina between Tower Road and Balgonie; • Existing and reconstruction of Service Roads adjacent to Highway 1 between Tower Road and

Balgonie; • Existing structures located in the Infrastructure identified above; and • All ancillary Infrastructure, including snow clearance around speed enforcement devices. Operation, Maintenance and Rehabilitation of the Bypass Infrastructure is for a period of 30 years from Substantial Completion as below: • New Bypass Infrastructure; • Existing WRB Infrastructure between Highway 1 west of Regina to south of Dewdney Avenue, • Existing Infrastructure on Highway 1 east of Regina between Tower Road and Balgonie; • Existing Service Roads adjacent to Highway 1 between Tower Road and Balgonie; and • Existing structures located on the Infrastructure identified above.

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The Project Objectives: • Achieve Substantial Completion of Phase One elements of the highway by Fall 2017; • Achieve Substantial Completion of the remaining sections of the Project by Fall 2019; • Facilitate economic growth in the Province by eliminating a key transportation bottleneck and

creating efficient passenger and goods movement; • Address growing commuter traffic that is facing increased congestion as a result of economic

growth; • Improve safety and promote a more livable community, in an area where collisions, noise and air

pollution are currently concentrated in an urban environment; • Provide better access to the GTH to the west of Regina and to other key logistics and employment

centres, where free-flow truck access is essential for continued growth of these major economic drivers;

• Improve the efficiency and safety of travel on the National Highway System; • Facilitate connections with trade routes – another key component in the continued development of

a regional hub for the movement of goods; • Achieve value for money, that is, optimal value over the life of the Project, i.e. during the design-

construct phase and for a 30 year term thereafter; • Ensure that the Project is designed, built and operated in an environmentally sound manner and in

a manner that ensures the safety of the traveling public; and • Ensure that the highway infrastructure is handed back to the Ministry in suitable condition at the

end of the 30 year term. The Project is being procured as a public-private partnership and the Successful Proponent will be required to design, construct and partially finance the Project, and to operate, maintain and rehabilitate it, for a term which ends 30 years following scheduled opening of the final sections of the road. Operation, maintenance and rehabilitation of existing and key elements of the new infrastructure within the scope of the Project will be phased in during the construction period. The Ministry (using a mixture of Provincial and Federal (PPP Canada) sources) will provide partial funding for the Project through milestone and final substantial completion payments in an amount anticipated to be approximately 50% of the Successful Proponent’s eligible capital cost of the Project. The Successful Proponent will supply private financing for the balance of the capital cost of the Project. The DBFOM Scope includes but is not limited to: • Design of the Project; • Construction of the Project; • Arrangement and facilitation of utility relocation; • Financing of the Project; • Environmental conditions of approval compliance, monitoring and reporting; • Operation, maintenance and rehabilitation of the existing highway during the construction phase;

and • Operation, maintenance and rehabilitation of the Project throughout the concession period

(including the provision of any maintenance facility and associated land required to undertake such services). Operation, maintenance and rehabilitation includes but is not limited to summer and winter maintenance, repair, life cycle replacement and rehabilitation of all components of the Project. For clarity specific activities include but is not limited to ice and snow removal, salting, cleaning, signage, illumination and signal control, line painting, pavement maintenance, pavement rehabilitation, structure maintenance, structure rehabilitation, drainage maintenance, landscaping maintenance, and environmental conditions of approval monitoring and reporting requirements.

•

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The DBFOM Scope excludes: • Property acquisition of the designated road right of way. In this regard the Ministry shall own and

supply all land required for the Project based on its own prepared illustrative design. If Project Co. requires additional or alternative land, Project Co. shall be solely responsible for acquisition of such land at its own cost in accordance with the Project Agreement;

• Policy negotiations with Saskatchewan Ministry of Environment and other regulatory agencies; and • Operation, maintenance, and rehabilitation of Highway 6 once the twinning of Highway 6 south of

Regina between the existing four lane section and the proposed Regina bypass is complete. Key commercial considerations: • The Project Agreement is based on existing Canadian precedent; • The term of the Project Agreement will be 30 years following scheduled Substantial Completion of

the final section of new highway to be constructed as part of the Project; • Payments to Project Co. under the Project Agreement will be structured as follows:

• Milestone and final substantial completion payments during the construction phase in an aggregate amount of approximately 50% of the Successful Proponent’s eligible capital cost of the Project;

• Monthly payments during the construction phase to compensate for the operation of existing and new highway phased in prior to Substantial Completion;

• Monthly availability payments during the operational phase commencing from scheduled Substantial Completion;

• Availability payments are partially indexed and linked to availability and performance; • The highway will not be tolled; and • The Project Agreement involves requirements for the condition of the assets on hand-back to the

Ministry at expiry of the term of the Project Agreement. Further information on the scope of the Project is detailed within the Technical Specifications set out in Schedule 15 of the Project Agreement and will be discussed further within the Proponent’s Meeting noted in Section 3.4.1 of the RFP.

Proponents RFP Section 1.2(1)

Only the following individuals/firms (listed in alphabetical order) are prequalified to participate in this RFP Process: • Queen City Infrastructure Group; • SaskLink Global Transportation Partners; and • Wascana Development Partners.

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Project Agreement RFP Section 2.1(1)(j)

The Project Agreement will comprise:

• Project Agreement (main body) • Schedule 1 Definitions and Interpretation • Schedule 2 Completion Documents • Schedule 3 Custody Agreement • Schedule 4 Lenders' Direct Agreement • Schedule 5 Subcontractor’s Direct Agreement • Schedule 6 Independent Certifier Agreement • Schedule 7 Project Co Information • Schedule 8 Key Individuals • Schedule 9 Review Procedure • Schedule 10 Works Report Requirements • Schedule 11 Project Co Proposal Extracts • Schedule 12 Communications Protocol • Schedule 13 Record Provisions • Schedule 14 Integrated Management Systems • Schedule 15 Technical Requirements • Schedule 15-1 Technical Requirements – General Information • Schedule 15-2 Technical Requirements – Construction • Schedule 15-3 Technical Requirements – OM&R and Handback • Schedule 16 Commissioning • Schedule 17 Title Encumbrances • Schedule 18 Payment Mechanism • Schedule 19 Variation Procedure • Schedule 20 Compensation on Termination • Schedule 21 Handback Procedure • Schedule 22 Dispute Resolution Procedure • Schedule 23 Financial Model Extracts • Schedule 24 Insurance Requirements • Schedule 25 Insurance Trust Agreement • Schedule 26 Refinancing • Schedule 27 Standby Letter of Credit • Schedule 28 OM&R Interim Services Agreement • Schedule 29 Additional Works and Third Party Works • Schedule 30 Construction Period Performance

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Timetable RFP Section 3.1

Step in the Procurement Process Estimated Date

Issue RFP Documents August 22, 2014

Data Room Accessible to Proponents Week Commencing August 25, 2014

Proponents Meeting and Business to Business Day September 10, 2014

Initial Comments on Project Agreement September 26, 2014

Commercially Confidential Meeting (Technical #1) Week Commencing September 22, 2014

General Utility and Railway Companies Meeting Week commencing October 6, 2014

Commercially Confidential Meeting (Project Agreement #1)

Week Commencing October 13, 2014

Commercially Confidential Meeting (Technical #1A) Week Commencing October 13, 2014

Commercially Confidential Meeting (Payment Mechanism, Finance, Insurance #1)

Week Commencing October 27, 2014

Issue second draft of Project Agreement November 4, 2014

Commercially Confidential Meeting (Technical #2) Week Commencing November 10, 2014

Comments on second draft of Project Agreement November 18, 2014

Commercially Confidential Meeting (Technical #3) Week Commencing December 15, 2014

Commercially Confidential Meeting (Project Agreement #2)

Week Commencing December 8, 2014

Commercially Confidential Meeting (Ad Hoc) Week Commencing January 12, 2015

Issue final draft of Project Agreement January 23, 2015

Last date for Proponents to submit RFIs relating to the drafting of the Schedule 14 and Schedule 15 of the Project Agreement

January 26, 2015

Date for Submission of Identified Proponent Parties Form

January 27, 2015

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Step in the Procurement Process Estimated Date

Initial Technical Submission Deadline January 30, 2015 no later than 11:00:00 a.m. (Local Saskatchewan Time)

Initial Technical Submission Evaluation period January 30, 2015 – April 1, 2015

Last date for Proponents to submit RFIs relating to the drafting of the Project Agreement (with the exception of Schedule 14 and Schedule 15 of the Project Agreement)

February 13, 2015

Notification letter in respect of Initial Technical Submission issued by Sponsors

By April 2, 2015

Issue final Project Agreement April 2, 2015

Last date for Proponents to submit remaining RFIs April 7, 2015

Date for Submission of Indicative Credit Spread Benchmarks and formula for Credit Spread benchmarking

April 3, 2015

Advance Benchmark Pricing Date * April 10, 2015

Advance Benchmark Submission Date April 15, 2015

Benchmark Pricing Date * April 24, 2015, 08:00 a.m. (Local Saskatchewan Time)

ICSB Pricing Date April 29, 2015, 08:00 a.m. (Local Saskatchewan Time)

Technical Proposal Submission Deadline April 17, 2015 no later than 11:00:00 a.m. (Local Saskatchewan Time)

Financial Proposal Submission Deadline May 1, 2015 no later than 11:00:00 a.m. (Local Saskatchewan Time)

Announce Successful Proponent May 29, 2015

* Includes pricing of all relevant Benchmark Rates (including base rates, interest rate swaps on bank debt, SDNs etc

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Step in the Procurement Process Estimated Date

Credit Spread Lock-In Date To be notified following appointment of Successful Proponent

Expected date for Commercial Close July 29, 2015

Expected date for Financial Close July 29, 2015

Contact Person RFP Section 3.2.1(1)

The coordinates of the Contact Person are: Ruby Dhillon SaskBuilds Corporation Location: 720 - 1855 Victoria Avenue, Regina SK S4P 3T2 Email: reginabypass@gov.sk.ca

Proponents Meeting RFP Section 3.4.1(1)

Joining instructions (including location and time) for the Proponents Meeting will be communicated to the Proponents in advance by the Contact Person. The Proponents Meeting will be held in Regina.

Business-to-Business Networking Session RFP Section 3.4.2(2)

Joining instructions (including location and time) for the Business-to-Business Networking Session will be communicated to the Proponents in advance by the Contact Person. The Business to Business Networking Session will be held in Regina. It is intended that the Business-to-Business Networking Session will be held immediately following the Proponents Meeting.

General Utility and Railway Companies Meeting RFP Section 3.4.4(1)

Joining instructions (including location and time) for the General Utility and Railway Companies Meeting will be communicated to the Proponents in advance by the Contact Person.

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Ineligible Persons RFP Section 3.9.2(1)

Ineligible Persons: Ineligible Persons, includes but is not limited to: • Owners Engineer

• Associated Engineering (Sask.) Ltd. • Cima Canada Inc. • Golder Associates Ltd. • Opus International Consultants Ltd. • HJ Linnen and Associates • Hemson Consulting Ltd • NCE Value Engineers Inc • Collings Johnson Inc • Andrew Johnson Associates • David Kriger Consultants Inc • Americost Infrastructure Estimators Inc • Lindsey Quality Solutions Inc

• Financial and Procurement Advisor • Ernst & Young LLP • Hollett Consulting Ltd • JCRA Financial LLC

• Legal Advisor • Aird & Berlis LLP

• Fairness Advisor for the Project • P1-Consulting Inc.

• Insurance Advisor for the Project • Aon Reed Stenhouse Inc.

• COI Adjudicator • Current and former employees of PPP Canada who have had direct involvement in the

Project • Current and former employees of the Government of Saskatchewan who have had direct

involvement in the Project • Current and former employees of consultants retained by the Sponsors who have had direct

involvement in the Project

Submission Location RFP Section 5.1(1)

Submission Address: Reception Desk SaskBuilds Corporation 720-1855 Victoria Ave Regina SK Canada S4P 3T2 SaskBuilds’ office hours are Monday to Friday from 8:00 a.m. to 5:00 p.m. (Regina, Local Saskatchewan time)

Letter of Credit RFP Section 10.1(2)

The Letter of Credit shall be in the amount of ten million dollars ($10,000,000) and substantially in the form of Schedule 8 to this RFP. The initial expiry date of the Letter of Credit shall be no less than ten

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(10) days following the later of the Commercial Close Target Date or the Proposal Validity Period.

Honorarium RFP Section 11.3.2

If an Honorarium is payable in accordance with Section 11.3.2(1) of the RFP the Sponsors will pay to each Proponent that satisfies the requirements (to the extent applicable) set out in Section 11.3.2(1) an Honorarium of $1,500,000 (inclusive of any taxes payable.

Break Fee RFP Section 11.3.3

If a Break Fee is payable in accordance with Section 11.3.3(1) of the RFP the Sponsors will pay to each Proponent that satisfies the requirements (to the extent applicable) set out in Section 11.3.3(1) the lesser of:

(a) $1,500,000 (inclusive of any taxes payable); and

(b) the substantiated out-of-pocket costs reasonably incurred by the Proponent in preparing its Proposal.

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SCHEDULE 2 - DESIGN CONSULTATION PROCESS

1.0 Overview

(1) This Schedule 2 of the RFP describes the design consultation process prior to the Initial Technical Submission Deadline (the "Design Consultation Process") which will involve individual meetings with members of the Sponsors and advisors (collectively, the "Design Consultation Team") and each Proponent.

(2) The individual meetings with the Design Consultation Team and each Proponent will take place at the Commercially Confidential Meetings designated for technical issues and will take the form of design presentation by the Proponent to the Design Consultation Team (the “Design Presentation Session”), and an option to provide verbal and/or written feedback by the Design Consultation Team to the Proponent (the “Design Feedback Session”).

2.0 General Conditions

(1) No part of the review of an Initial Technical Submission or the evaluation of a Proposal will be based on information obtained or shared, on the conduct of the Proponent or the Design Consultation Team or on discussions that occur between the Design Consultation Team and the Proponent during a Commercially Confidential Meeting.

(2) The Proponent will ensure that each of its Proponent Team Members and each individual in attendance on behalf of the Proponent at any part of any Commercially Confidential Meeting designated for technical issues is familiar with and abides by the terms of this Schedule 2 of the RFP.

(3) The Design Consultation Team will use reasonable efforts to distribute to all Proponents any new non-confidential information provided by the Design Consultation Team to a Proponent during a Commercially Confidential Meeting.

(4) All communications with the Design Consultation Team outside of the Commercially Confidential Meetings should be submitted to the Contact Person in accordance with RFP Section 3.2.2.

(5) If the Proponent wishes to follow-up on anything said or indicated at a Commercially Confidential Meeting, the Proponent should submit an RFI in accordance with RFP Section 3.2.2.

(6) The Proponent may not release or discuss any specific pricing or costing information during the Commercially Confidential Meetings designated for technical issues.

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3.0 Design Consultation Process

(1) The Design Consultation Process includes the following Commercially Confidential Meetings designated for technical issues and communications on design matters (held pursuant to RFP Section 3.4.3):

(a) Commercially Confidential Meeting (Technical#1);

(b) Commercially Confidential Meeting (Technical#1A);

(c) Commercially Confidential Meeting (Technical#2); and

(d) Commercially Confidential Meeting (Technical#3).

4.0 Purpose of Design Presentation Sessions

(1) The Design Presentation Sessions will be chaired by the Proponent and are intended:

(a) to allow the Proponent to present its design proposal in its development stage, to demonstrate an understanding and responsiveness to the Design Criteria, as well as to demonstrate compliance with the design performance requirements included in Schedule 15-2 Technical Requirements – Design and Construction;

(b) for the Proponent to request clarification on issues related to Schedule 15-3 – Technical Requirements – OM&R and Handback that are unclear to the Proponent;

(c) to assist the Design Consultation Team in understanding the underlying issues and rationale behind matters raised by the Proponent with respect to the development of its design proposal;

(d) to allow the Proponent to raise questions related to topics addressed in the Technical Requirements which are pertinent to the development of its specific design submission as part of its Proposal;

(e) to allow the Proponent to identify and seek resolution on competing objectives of the Technical Requirements which are pertinent to the development of its specific design submission as part of its Initial Technical Submission and Proposal; and

(f) to allow the Proponent to request feedback on its design ideas and concepts with respect to developing its specific design submission as part of its Initial Technical Submission and Proposal.

(2) The Design Presentation Sessions are intended to take place during a set period of time during the Commercially Confidential Meetings designated for technical issues, as further set out in Section 7.0 of this Schedule 2 of the RFP.

(3) The proposed agenda for each Design Presentation Session, as well as the expected submittals to facilitate each of the Design Presentation Sessions are included in Sections

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10.0, 11.0 and 12.0 of this Schedule 2 of the RFP. The Proponent must provide a final draft agenda to the Contact Person at least five (5) Business Days prior to the first scheduled date for each Commercially Confidential Meeting designated for technical issues. Following receipt of the final draft agenda, the Design Consultation Team will distribute a final approved agenda to the Proponent two (2) Business Days prior to such Proponent's Commercially Confidential Meetings designated for technical issues.

5.0 Purpose of Design Feedback Sessions

(1) The Design Feedback Session will be chaired by the Design Consultation Team and is intended to facilitate communication between the Proponent and the Design Consultation Team regarding matters related to the RFP and, specifically, issues arising from the Design Presentation Sessions. The Design Feedback Session is meant as an opportunity:

(a) for the Design Consultation Team to provide verbal and/or written feedback on materials submitted by the Proponent in the Design Presentation Session and, in particular, the compliance of the design response presented in the developing design proposal with respect to the overall design performance requirements included in the Technical Requirements;

(b) for the Proponent to receive clarification on issues related to the OM&R Requirements that are unclear to the Proponent; and

(c) for the Design Consultation Team to provide verbal and/or written feedback on matters raised by the Proponent in the Design Presentation Session related to topics which are pertinent to the development of the Proponent’s design submission as part of its Proposal.

(2) The Design Feedback Session is intended to take place during a set period of time during the Commercially Confidential Meetings designated for technical issues, as further set out in Section 7.0 of this Schedule 2 of the RFP.

(3) The agenda for the Design Feedback Session will follow that as set for the Design Presentation Session.

(4) The Design Feedback Session may be cancelled at the sole discretion of the Design Consultation Team if it is deemed that feedback can be provided in a written format. The Design Consultation Team will provide written notice to the Proponent at least five (5) Business Days preceding the Design Feedback Session if the meeting is to be cancelled.

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6.0 General Issues Related to Commercially Confidential Meetings, Technical

(1) Commercially Confidential Meetings designated for technical issues will be conducted in accordance with the provisions of this Schedule 2 of the RFP.

(2) For the benefit of continuity, it will generally be expected that the participants in the first Commercially Confidential Meetings designated for technical issues will be the same participants in all subsequent Commercially Confidential Meetings designated for technical issues, except where the presentation session focuses on disciplines or subject matters not previously included as an agenda item or matter discussed in a prior Commercially Confidential Meeting designated for technical issues.

7.0 Scheduling of Commercially Confidential Meetings, Technical

(1) The sequence and anticipated topics that will be addressed at each Commercially Confidential Meeting designated for technical issues are set out in the table below:

Commercially Confidential Meeting, Technical

Duration Topics

Commercially Confidential Meeting (Technical#1)

Up to 4 hours Innovation, General

Commercially Confidential Meeting (Technical#1A)

Up to 4 hours Innovation, General

Commercially Confidential Meeting (Technical#2)

Up to 4 hours Geometrics, Structures, Drainage, Geotechnical

Commercially Confidential Meeting (Technical#3)

Up to 4 hours ITS; IMS; Construction, OM & R, and Traffic Management Plans; and Proponent’s Items

(2) The Dates for Commercially Confidential Meetings designated for technical issues are set out in the Timetable in Schedule 1 Data Sheet of the RFP. The identification of venue(s) for all Commercially Confidential Meetings will be confirmed with the Proponent at a later date. The Proponent should note that the venue(s) for all Commercially Confidential Meetings designated for technical issues will be located in the Regina area.

(4) The Proponent may, in its discretion, decline to attend any Commercially Confidential Meeting designated for technical issues by notice in writing to the Contact Person delivered to the Contact Person at least five (5) Business Days prior to the scheduled date for the meeting. However, Proponents are strongly encouraged to attend and, in accordance with RFP Section 3.4.3, a Proponent’s failure to attend is at the Proponent’s sole risk and responsibility.

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8.0 Attendance by the Design Consultation Team

(1) The Design Consultation Team will, in its discretion, determine which members of the Design Consultation Team will be present at any Commercially Confidential Meeting designated for technical issues with the Proponent.

(2) The Sponsors have engaged a Fairness Advisor with responsibility, as an independent observer, to review the development and implementation of the procurement process related to the Project from a fairness perspective. This includes, but is not limited to, participating in any or all aspects of the Design Consultation Process. The Fairness Advisor will report only to the Design Consultation Team and will provide, on an ongoing basis, an objective opinion as to the fairness of the procurement process related to the Project.

9.0 Commercially Confidential Meetings, Technical Submittals

(1) Proponents will make presentations during Design Presentation Sessions addressing all of the submittal requirements. Proponents will submit hard copies of materials at the end of their presentations as further set out below.

10.0 Commercially Confidential Meeting (Technical#1) and Commercially Confidential Meeting (Technical#1A)

(1) The agenda for Design Presentation Sessions 1 and 1A will be based on items of innovation which the Proponent wishes to discuss and general discussions on the technical aspects of the Project.

(2) The Design Presentation Sessions 1 and 1A shall include general discussion on the design requirements and Reference Concept Design provided and elements of the proposed design that will be different from the Reference Concept Design provided.

11.0 Commercially Confidential Meeting (Technical#2)

(1) The agenda for Design Presentation Session 2 will be based on the following items but may also include items based on the Proponent's requested agenda items, as approved by the Design Consultation Team:

(a) Response to geometric design;

(b) Response to structural design;

(c) Response to drainage design; and

(d) Response to geotechnical design.

(2) The Design Presentation Session 2 shall include elements of the proposed design that will be different from the Reference Concept Design provided.

(3) Discussions at Design Presentation Session 2, shall include:

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(a) Response to geometric design discussion shall include:

(i) Proposed horizontal alignment of the Bypass, municipal roads, interchange ramps, accesses and service road, and their related intersections, including standard dimensioning of key horizontal alignment elements;

(ii) Locations of major structural elements including roadway bridges, and retaining walls;

(iii) Locations of major drainage elements including stormwater management ponds, major culverts and municipal drains;

(iv) Locations of utility corridors;

(v) Locations of other Bypass design elements such as the noise barriers; and

(vi) Proposed vertical profile for the Bypass, municipal roads and interchange ramps and accesses.

(b) Response to structural design discussions shall include:

(i) The development of the proposed key structural design components and elements of each major structural component of the Works.

(c) Response to drainage design discussions shall include:

(i) The proposed design of drainage elements including new elements and modifications to existing elements, including storm sewers, roadside ditches, stormwater management facilities, stream protection and restoration for natural water courses and municipal drains, culverts and bridges.

(d) Response to geotechnical design discussion shall include:

(i) The Proponent’s development of the approach in addressing geotechnical/foundation and pavement issues for detailed design, construction, and operation and maintenance phases, for structures, design of deep cuts and high fills, as well as critical issues and potential challenges.

12.0 Commercially Confidential Meeting (Technical#3)

(1) The agenda for Design Presentation Session 3 will be based on the following items:

(a) Response to ITS Design;

(b) Response to IMS;

(c) Response to Construction, OMR, and Traffic Management Plans; and

(d) Response to Identified Proponents Items.

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(1) Discussions for Design Presentation Session 3, shall include:

(a) Response to Intelligent Transportation Systems (ITS) discussions shall include:

(i) Discussions will outline the development, understanding and compliance commitment for the provision of a complete ITS system.

(b) Response to IMS discussion shall include:

(i) Proponents outline for an Integrated Management System (IMS) that will describe the overarching management system requirements including the methodology for measuring and improving the overall performance of the IMS.

(c) Response to Construction, OMR, and Traffic Management Plans discussion shall include:

(i) Proponents outline for Construction, OMR, and Traffic Management Plans and shall discuss:

(ii) Description of Traffic Control provisions, and a demonstrated understanding of relevant traffic standards, guidelines and proponent obligations.

(d) Response to Identified Proponents Items shall include discussions on topic items as advised in by the Proponent in advance of the meeting.

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SCHEDULE 3 – SUBMISSION REQUIREMENTS

Part 1- TECHNICAL SUBMISSION REQUIREMENTS

A. TECHNICAL SUBMISSION

(1) The Technical Submission Requirements set out in this Part 1 of Schedule 3 to the RFP apply to both the Initial Technical Submission as indicated in Section 4.1(2) of the RFP and the Part B of the Proposal as indicated in Section 4.2(3)(a) of the RFP.

(2) The Technical Submission included in both the Initial Technical Submission and the Proposal shall demonstrate Compliance with the Technical Requirements and provide sufficient information to reasonably demonstrate that the Proponent can meet the responsibilities and obligations of Project Co as set out in the Project Agreement. In preparing its Technical Submission, the Proponent is encouraged to cite past project experience of a similar nature, including how it and its Proponent Team Members:

(a) resolved issues;

(b) addressed counterparty concerns; and

(c) would apply any lessons learned to the Project.

B. TECHNICAL SUBMISSION REQUIREMENTS

Technical Submission Requirements

Title Contents

GENERAL TECHNICAL SUBMISSION

1.0 Project Management Plan

The Proponent must include the following sections under Project Management Plan:

1.1 Overall Approach;

1.2 Partnering;

1.3 IMS Manual; and

1.4 Approvals Strategy.

1.1 Overall Approach (10 pages, excluding curriculum vitae)

1.1.1 Overall Approach

Describe the Proponent’s overall approach to its team organization, structure and processes; communications; and integration of team members, including:

Plan for developing and maintaining a successful long-term partnership with the Ministry for the purpose of supporting them in achieving their vision, mission and core values.

List of Key Individuals for both the duration of the Construction Activities

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and the Operational Term of the Project as identified in Schedule 8 – Key Individuals

Organization chart clearly indicating the Proponent’s team structure including all management staff and their reporting relationships for all project activities.

Approach to managing the Proponent’s resources.

Approach to internal decision making.

Approach to maximizing integration of the activities of the Proponent Team Members during the period when the Construction Activities are being carried out and the period when the OM&R Work is being carried out, so as to achieve a high quality Bypass.

Curriculum vitae for all key office and field design, construction and operations and maintenance personnel, highlighting their experience on highway projects of a similar size and nature and including information about their role, participation and duration of involvement in other similar projects. Each curriculum vitae shall be no more than 3 pages.

Approach to operating a project management software support system for joint use with the Ministry.

1.1.2 Construction Activities

Describe the Proponent’s approach, philosophy and processes that will be implemented during the Construction Activities, including:

Approach to integrating and coordinating the communications and activities of the Project Co Representative and the Ministry Representative.

Approach to forming and achieving effective operation of the Works Committee within the parameters of Section 11 of the Project Agreement.

Approach to resolving disputes within the parameters of Schedule 22 of the Project Agreement.

Approach to maintaining personnel continuity to achieve successful and timely completion of Minor Defects identified at Substantial Completion.

Approach to effectively coordinating with the Utilities, Railway Companies and Local Authorities to successfully complete the Construction Activities in a timely manner.

Approach to obtaining earth and aggregate materials.

1.1.3 Operational Term (OM&R Work)

Describe the Proponent’s partnering approach, philosophy and processes that will be implemented during the Operational Term of the Project, including:

Approach to achieving effective operation of the Bypass Management Committee within the parameters of Section 12 of the Project Agreement.

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Technical Submission Requirements

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1.2 Partnering (7 pages, excluding required memoranda, letters and agreements)

The Proponent must provide a detailed description of its approach to partnering, including:

Plan for interface structures with a description of proposed reporting partnering methodologies and mechanisms, including steps necessary to implement partnering, communication protocols with the Stakeholders and the extent to which the various parties, such as members of the Proponents, any specialist advisors, relevant authorities and municipalities are to be involved.

A commitment that the Proponent will be responsible for the costs of partnering workshops.

A strategy to continue partnering at the field supervisor’s level for the Construction Activities and Operational Term.

1.3 Integrated Management System (IMS) Manual and approach to management system implementation (20 pages)

The Proponent must provide an outline for an Integrated Management System (IMS) Manual that will describe the overarching management system requirements including the methodology for measuring and improving the overall performance of the IMS. The IMS Manual will be required to integrate management system requirements of the latest versions of ISO 9001- [Quality Management System (QMS)], ISO 14001 [Environment Management System (EMS)] and Certificate of Recognition (COR) program, as enhanced by OHSAS 18001 [Occupational Health and Safety Management System (OHS)] and the minimum requirements stated in Schedule 14 of the Project Agreement.

The structure of the IMS may integrate the systems common elements with inclusion or reference to core procedures common to all of the systems or it may be a segregated document with reference to core procedures common to all of the systems.

The outline of the IMS Manual must include the following:

General approach and statement describing the Proponent’s IMS policy and philosophy that covers the following disciplines;

o Quality,

o Environmental, and

o Health and Safety

An outline of IMS objectives that support the IMS policy

Description of how the IMS will be structured in a manner to allow for certification to ISO 9001 standard independent of the sections dealing with the ISO 14001 standard and the COR program, as enhanced by the OHSAS 18001 standard. The overall IMS or individual sections of the IMS shall meet the following requirements:

o A description of the process, including the timing, for how the Proponent intends to gain certification to ISO 9001, but not ISO 14001 or OHSAS 18001 in accordance with the requirements of the Project

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Technical Submission Requirements

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Agreement.

o Required qualifications of the IMS Director, Quality Manager, Environmental Manager, Quality Control Manager and OHS Managers as defined in Schedule 14 - Integrated Management System, Part 3 of the Project Agreement.

o Proponent’s IMS training, education and other measures to be taken to ensure compliance with all relevant management plans.

o The Proponent’s quality control regime for design quality management, construction quality management, operations, maintenance, and rehabilitation quality management, as well as their respective integration in support of the IMS.

o Processes for Non-Conformance review and disposition, including the approach for the development of the Non-Conformance Tracking System and its required components and corrective and preventative action response strategies for Non-Conformances.

An outline of how the key management activities (such as project controls, design, construction, operations, maintenance, rehabilitation, traffic management, environmental and OHS management) will interface with each other and with the IMS including the reporting and internal governance within and between all activities.

1.4 Approvals Strategy (10 pages)

The Proponent must provide a detailed description of the Proponent’s approach to obtaining required Project Co Permits, Licences and Approvals in time for successful completion of the Project, including:

the key team members that will undertake specific work;

the record keeping and tracking processes; and

a listing of the anticipated Permits, Licences and Approvals for:

o Municipalities;

o Province of Saskatchewan;

o Federal; and

o Other.

o

2.0 Work Schedule

The Proponent must provide a Works Schedule in hard copy format and which must be prepared using Primavera 6.0, MS Project or other software compatible with Primavera 6.0, and include the following sections:

2.1 Proponent strategies; and

2.2 Project schedule.

2.1 Proponent strategies (7 pages)

The Proponent must provide a narrative description of the Proponent’s strategies related to the development and implementation of the proposed schedule. Included in the narrative, the Proponent shall articulate its schedule for communication, adherence and recovery strategies, so as to illustrate how it will maintain its proposed schedule. The narrative should provide clear

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references and linkage to the project schedule.

The narrative should also provide details of the Proponent’s approach to managing the Proponent’s schedule control mechanisms.

2.2 Project schedule The Proponent must provide a summary works schedule showing the Commercial Close date and Financial Close date, the Scheduled Phase One Substantial Completion Date, the Scheduled Substantial Completion Date and the Scheduled Phase One Final Completion Date and the Scheduled Final Completion Date.

The submission must include a detailed breakdown of the Work Breakdown Schedule (WBS) (deliverables oriented decomposition of scope) for the project using a Gantt chart within which the critical path is shown, and include, at a minimum, information with regards to the following:

Identification and demarcation of the critical path, including the relationship lines associated with critical activities.

Construction start and completion dates for all construction stages, such that Phase One Substantial Completion Date shall occur no later than October 31, 2017 and Substantial Completion shall occur no later than October 31, 2018

The Works Schedule shall demonstrate that the Construction Activities at the Pilot Butte Interchange must commence before any other construction activity.

Staging and sequencing.

Major detailed design milestones, including public and municipal consultations and major submittals.

Coordination with federal, provincial and municipal authorities.

Design packages, and discipline specific, submittal start and completion dates for all sections.

Securing Project Co Permits, Licences and Approvals.

Environmental certificates, approvals and permits for environmental obligations.

Design review and audit schedule including key dates for submissions

Commissioning process, including Road Safety Audit.

Procurement of material.

Mobilization.

Demolition.

Preparatory work (maintenance of traffic, temporary works, detour routes, etc.).

Key dates for environmental mitigation preparation and works related to the Environmental Approvals.

Geotechnical/foundation/earthworks/soft soils/consolidation periods.

Road construction.

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Major structure construction (bridges, culverts and retaining walls).

Pavement construction.

Railway crossings including design submissions thereto.

Utility relocations and/or protection.

Works being handed back to local municipalities.

Other significant work functions.

Establishment, implementation and maintenance of the IMS and its components, highlighting the schedule for the implementation of the IMS.

The schedule and stages for the implementation of the works related to specific Species-at-Risk.

Certification of structures design work.

Post commissioning strategy including the compilation and submission of IMS Documentation not limited to As- Built Drawings and As Built Construction Records.

3.0 Communications Plan

The Proponent must include the following sections:

3.1 Communications Plan

3.1 Communications Plan (10 pages excluding curriculum vitae)

The Proponent will be expected to collaborate with the Government of Saskatchewan to develop and implement a comprehensive communications and Stakeholder plan, as well as a crisis communications plan. The plans will provide both parties with a clear, coordinated and streamlined approach to the management of communications, issues management and media and Stakeholder relations, as they relate to the development and operations of the Project.

As part of the technical submissions, the Proponent must provide an overview of its approaches and innovative tools, to effectively plan and manage ongoing:

Stakeholder relations.

Community relations.

Media relations.

Issues management.

Crisis communications.

Complaints management.

Government relations.

The overview should outline the Proponent’s communications/Stakeholders strategies for supporting the Government of Saskatchewan during the detailed design, construction and operation/maintenance phases of the Project.

The overview should identify the Proponents plans for managing the timing and flow of information between Project Co and the Government of Saskatchewan regarding construction milestones/timing, community/Stakeholder issues and information requests, new and emerging

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Technical Submission Requirements

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issues, general communications, and media relations issues /activities.

The Proponent’s overview must describe how Project Co intends to integrate its communications and consultation activities.

In addition, the Proponent must describe the communications expertise, including staff and/or consultants who will provide all facets of the communications functions including strategy and tactics.

4.0 OHS Management Plan

The Proponent must include the following sections:

4.1 Project Safety Plan as defined below.

4.1 Project Safety Plan (12 pages)

The Proponent must provide a “Project Safety Plan” specific to the Project which describes the measures the construction and operational team will follow, including, at minimum:

Identify Project Co as the “Prime Contractor”

A description of the approach and processes the Proponent will undertake to provide a safe work site for all persons on Site (e.g. trades, supervisory and delivery personnel, visitors).

A description of the commitment, capability and approach to managing the specific OHS requirements of the Project, meeting the requirements of Schedule 14, Section 2.7, the Technical Requirements and the Project Agreement and all local, Provincial and Federal OHS legislated requirements, as applicable to the Project.

A corporate health and safety policy as prescribed within Saskatchewan’s Occupational Health and Safety Act, (“OHSA”) occupational health and safety program requirements.

The approach for identifying and managing Site specific hazards on the Project during the works stage and during the Operational Term. Also a description of a decision and risk management approach relating to hazards.

The identification of objectives and metrics relating to OHS practices to be achieved throughout the Project Term.

The identification of a framework, and strategy, methods and tools, including innovative approaches, to achieve the objectives and metrics of the Project Safety Plan.

A description of the safety monitoring, inspections and record keeping programs / tools to be used during the Project. Provide descriptions of any innovative approaches that will be taken.

A description of the process for accident and incident reporting and response including a procedure for responding to occupational health and safety issues identified by government agencies.

The identification of the organization structure, responsibility and roles relating to the development, implementation, reporting and continual improvement of OHS-IMS. Include information on the experience and background of the OHS Manager, specialists, and others that will be engaged in performing tasks associated with OHS matters.

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Technical Submission Requirements

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A description of the anticipated initial and ongoing safety training plans for the Project team’s personnel including any regulatory mandated training or site specific training necessary for issues related to the Project.

A description of historical experiences and lessons learned in past projects involving health and safety practices for highway projects of a similar size and/or scope.

A description of historical experiences and lessons learned in past projects involving health and safety practices for other projects of a similar size and/or scope.

Description of the construction and operational team’s overall safety record over the last 5 years including a list of orders received from government agencies by the teams over the past 5 years.

5.0 Environmental Submission

The Proponent must provide the following:

5.1 Environmental Protection Plan as defined below.

5.1 Environmental Protection Plan (EPP) (12 pages)

The Proponent must provide an EPP which clearly demonstrates the Proponent’s approach to environmental protection and must at a minimum include the following:

Development and implementation of environmentally sustainable practices and approaches for the Project addressing environmental approvals and permits required, and Ministry objectives.

Historical experiences and lessons learned in past projects involving sustainable environmental practices for highway projects of a similar size and/or scope.

Identification of objectives and metrics relating to environmental protection practices to be achieved throughout the Project Term.

Identification of a framework, and strategy, methods and tools, including innovative approaches, to achieve the objectives and metrics of the EPP.

Description of the approach to the coordination/integration of sustainable practices with the environmental protection plan.

Articulation of the approach to training, education and communication of the environmental objectives and activities for the Project Co Parties to achieve an environmentally sustainable practice.

Identification of communication approaches and a success strategy of sustainability environmental achievements to Stakeholders and any other party and approach to gaining Stakeholder and other party support and engagement in the process.

Identification of the organizational and responsibility roles relating to the development, implementation, reporting and continual improvement of sustainable environmental practices.

Approach to possible future environmental protection strategies, practices, and methods should provincial policy or other applicable laws change.

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Technical Submission Requirements

Title Contents

DESIGN SUBMISSION

6.0 Design Submission

Proponents shall include the following sections in their Design Submission:

6.1 Technical Design;

6.2 Assumptions and Variance Analysis..

6.1 Technical Design Quality (50 pages, excluding drawings and curriculum vitae)

6.1.1 Overall Technical Approach

Provide the approach and understanding to the overall quality measures undertaken by the Proponent in the preparation of the Technical Submission, including:

an overall understanding of the key technical aspects of the Proponent’s design and construction work; and

areas where the Proponent has implemented enhancements that will improve the overall and specific quality of the design and construction.

As part of the Proponent’s discussion of the specific discipline sub-categories noted in this Section 5.1, the Proponent must provide its approach, as applicable, to the measures that the Proponent will undertake to interface, coordinate and provide functionality with the following:

Providing consideration and flexibility in the design to accommodate Future Works, in the locations noted in Schedule 15-2 of the Project Agreement.

Consideration and impact of design approach to the Bypass Infrastructure life cycle planning during the Project Term.

Other key design issues that the Proponent has identified.

6.1.2 Roadway Design

The Proponent must provide the roadway design requirements at an appropriate level of detail, as set out in or otherwise referenced in Schedule 15-2 of the Project Agreement, and is to include the following:

A design narrative detailing the proposed design and design criteria for all roadway components of the Bypass, including all municipal and service roads associated with the Bypass including, but not limited to, discussion on the following:

o design speed;

o stopping sight distances;

o decision sight distances;

o cross-section elements (lane widths, shoulder widths, superelevation);

o horizontal alignment (including curve data tables);

o vertical alignment (including curve data tables);

o interchange and other interchange access point geometrics; and

o municipal road intersection and interchange geometrics (all stop controlled and signal controlled).

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Technical Submission Requirements

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Design plans prepared in accordance with MHI standards to accompany and support the design narrative including, but not limited to, the following:

o Key plan providing a guide for the design plan included in its Proposal.

o New construction drawings in accordance with the following:

scale 1:5000 (full size) for proposed horizontal alignment of the Bypass including standard dimensioning of all horizontal alignment elements;

drawings showing how the Proponent’s design fits within the longer term plans for the Bypass including but not limited to future interchange stages, additional lanes on the Bypass, future lanes on crossroads;

locations of all structural elements including roadway bridges, retaining walls, sign structures, and guiderails;

location of all drainage elements including culverts, storm water management ponds and municipal drains;

locations of utility corridors;

limits of grading;

extent of HTC barriers;

required geometric design changes to address the level of service shortfalls as reported in Package B of Appendix G to Schedule 15-2.

location of other key Bypass design elements.

Profiles of all main roads that illustrate in scale 1:2000 H/1:200 V (full size):

o proposed vertical profile for the mainline and all interchange ramps/access points including standard dimensioning for all vertical alignment elements;

o original ground line, ditching, sewers, top of pavement;

o location of all structural elements including highway bridges and sign structures;

o location of all drainage elements including culvert and water crossings; and

o location of utility crossings.

Typical cross sections for the Bypass, Crossroads and Service Roads. Cross sections to include clear zone, curbs, medians, slopes, lane and shoulder widths, ditch widths, roundings, property limits.

A design narrative detailing the traffic analysis, including at a minimum:

o design parameters and methodology used;

o analysis of intersections, interchanges, weaving, merging, diverging, lane and ramp capacities;

o address the design change recommendations that are indicated in the Notes to Tables B-10 and B-12-B in Package B of Appendix G to Schedule 15-2.

o level of service attained; and

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o other key issues that the Proponent has identified.

A traffic analysis to demonstrate that the proposed design change solutions meet the requirements of Appendix G (including without limitation any changes resulting from the design change recommendations indicated in the notes to Tables B-10 and B-12-B of Appendix G to Schedule 15-2, or any other changes proposed by the Proponent). The Proponent shall provide a table of the level of service actually achieved for each movement.

A design narrative detailing the proposed design of the traffic signals in accordance with Packages G, H, I and J of Appendix G to Schedule 15-2.

A design narrative detailing the proposed pavement design, including at a minimum:

o rationale for proposed pavement design, including calculations, as applicable;

o traffic loading assumptions and life cycle plan;

o design parameters utilized; and

o other key issues that the Proponent has identified.

N.B. Note that the scale specified in this Part 1 of Schedule 3 is to be used, unless such scale renders the drawing illegible.

6.1.3 Drainage Design

The Proponent shall provide a Drainage Summary Report that includes drainage patterns and flow routing throughout the highway corridor. The Drainage Summary Report shall include concept design of roadside ditches, culverts, storm water management facilities, and stream protection as well as restoration for natural water courses and crossings.

The Drainage Summary Report shall also include preliminary design of major culverts, bridges, and storm sewers that are new or that will be modified.

At a minimum the Drainage Summary Report shall describe the following:

The design standard and criteria that will be adopted for each of the different drainage elements, including flow estimates, hydraulic performance, and erosion control.

Data requirements for design and decision making, identifying any additional data that will continue to be collected and how it will be used to support the design process.

Hydrologic and hydraulic models and procedures to be used, including their rationale and applicability to the Bypass project.

A description of all key drainage issues for the Project, including the plan and approach of how they are to be addressed in design.

A description of potential issues and approach in meeting requirements from all affected jurisdictions.

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6.1.4 Geotechnical Design

The Proponent must provide a plan to address geotechnical/foundation issues for detailed design, construction, and operation and maintenance stages.

The plan shall include a description demonstrating a clear understanding of key issues and challenges related to geotechnical and foundation design. The plan shall include, at a minimum:

Identification of consultants including stating the key personnel.

The approach to detailed design of structures (bridges, retaining walls, etc.) that addresses:

o shallow and deep foundation design;

o integral and semi-integral abutment designs;

o shoring alternatives;

o stability analysis and recommendations for slope geometry;

o settlement (preload/surcharging, soil improvement, wick drains, construction staging, lightweight fill); and

o dewatering.

The approach to detailed design of deep cuts and high fills that addresses:

o stability analysis and foundation recommendations for slope geometry;

o settlement analysis;

o requirements for drainage, run-off, erosion protection; and

o applicability of staged construction, wick drains, lightweight fill, geosynthetic reinforcement and/or retained soil system.

A discussion of the critical issues and potential construction challenges, in particular, those relating to:

o stability of excavations and embankments during and following construction;

o rate of fill placement;

o groundwater control;

o management (re-use or disposal) of excavated materials; and

o mobilization of heavy construction equipment and traffic on-site.

A work plan for site investigation and laboratory testing of sufficient scope to verify design assumptions and to provide adequate geotechnical and groundwater information and descriptions to plan the construction of all foundation elements.

Plan and approach to instrumentation and monitoring.

6.1.5 Structural Design

The Proponent must provide preliminary design services that support the submission of a general arrangement drawing(s) that illustrates at the minimum, the plan, elevation, and typical section(s) for each new or modified Structure.

The proposed plan(s) for each Structure should illustrate and address the key structural design components and elements of each Structure, as well as state

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the design information, and must address at a minimum the following, as applicable to each structure:

Plan view that provides, at a minimum: the structure orientation including skew angle; horizontal curve information; location; interface with the civil features bridged or supported; location of the minimum vertical clearance; dimensions; embankment cone configuration; ground improvement measures; interface with existing structure(s); channel dimensions, configuration and flow direction; locations of the structural borings; structure and site drainage; and the overall general arrangement.

Elevation view that provides, at a minimum: the foundation elements, layout and elevations for piers and abutments; headslopes, including any retaining walls and slope protection; location and value of the minimum vertical clearance; interface with utilities; road and bridge safety features; superstructure and substructure configuration, size, type and articulation; interface with existing structure(s); channel cross section, high water elevation and freeboard; and overall general arrangement including the Works and Future Works.

Typical superstructure section that provides, at a minimum: deck and superstructure type, size and configuration; section dimensions; show and dimension traffic lanes, shoulders, sidewalks etc.; bridge safety features; profile grade control lines and locations; interface with substructure elements; staging configuration; attached or supported utilities; deck cross slopes; and overall general arrangement including the Works and Future Works.

General and construction notes that provide, at a minimum: design and loading criteria, key notes that will be followed in construction; abbreviations; material properties and structural strength criteria; applicable standard drawings; roadway classification data; and structure design units.

Profile grade lines for each roadway or featured crossed or supported that provides, at a minimum: all vertical curve data and information; bridge limits; supporting roadway gradients; superelevation criteria; and interface centerlines.

General elevation for each foundation element, such as pier and abutment, that supports the structure that provides at a minimum: foundation types, size and configuration; deep foundation type, size, design criteria, and configuration; interface with adjacent and spanned or spanning interface feature(s); general configuration, layout and dimensions of each foundation element; footing elevations; pile type, capacity and estimated lengths; maximum and allowable soils pressures; and overall general arrangement.

Watercourse crossing information that provides, at a minimum: water surface elevations for the range of design storms, as well as appropriate clearance and freeboard requirements based on the structure type. Location and extent of watercourse protection works.

Railway crossing information that provides, at a minimum: railway clearance envelope, crash wall location and size if applicable, drainage

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features. If structure is skewed in plan then provide an additional elevation view that is square to the railway.

Cantilever or Overhead Sign Structure information that provides, at a minimum: clearance from roadway; foundation type; framing type; and barrier details.

Additional information, depending upon applicability, that includes, but is not limited to, aesthetics (in accordance with Section 200.5.4 of Schedule 15-2 of the Project Agreement), lighting, life safety features; attached signage; retaining wall length and height table; sidewalk-bikeway configuration; special or specific utility information; and temporary flow passage for structures that cross channels or water courses. If applicable, provide information on proprietary products that the Proponent is considering using that may require approval through the Review Procedure.

6.1.6 Intelligent Transportation Systems (ITS)

The proponent must provide a plan and narrative to address the procurement, installation, and necessary coordination for the ITS requirements detailed in Section 200.6.12 of Schedule 15-2 and Appendix F of Schedule 15-2. The plan shall include as a minimum:

Identification of consultants, including stating the key personnel.

An overall understanding of the key technical aspects of the proponents activities with respect to ITS.

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CONSTRUCTION SUBMISSION

7.0 Construction Submission (50 pages, excluding drawings, if applicable)

The Proponent must describe how the construction activities will be carried out in a safe, effective manner while demonstrating that the Proponent has the capability to achieve its proposals in a reasonable and realistic manner, having regard to the requirements of the Project Agreement.

The following Plans shall be provided:

7.1 Construction Management Plan; and

7.2 Construction Traffic Management Plan.

as defined below.

7.1 Construction Management Plan

The Proponent must provide a “Construction Management Plan” specific to the Project which must describe the construction team’s approach and methodology, including its approach to scheduling, materials management, procurement, resource management (labour and equipment), subcontractor management, coordination, reporting and internal governance, and integration of design and construction activities.

At a minimum, the following items will be addressed (the Proponent should include staging drawings to effectively illustrate proposed methodology):

Key issues and constraints affecting construction and strategies to manage/address those issues.

Construction sequencing and strategy, including:

o issues and proposed methodology associated with hauling; and

o placement or disposal of excavated materials.

Temporary works and detours.

Access issues for construction including to businesses and agricultural lands.

Traffic management for the Construction Activities.

Utility works.

Municipal road coordination.

Work in and around water course crossings.

Work and interface with railroads, and other third parties.

Work in locations whereby the Bypass commences or terminates at other existing roadway networks.

Environmental management during construction.

Operations and maintenance activities during construction.

7.2 Construction Traffic Management Plan

The Proponent must provide a preliminary construction Traffic Management Plan that describes the Proponent’s approach to managing public and construction vehicular traffic, as well as pedestrian traffic, and cyclists, during the phased construction, its ability to meet the requirements of Schedule 15 of

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the Project Agreement, specifically as they relate to Section 100 of Schedule 15-1 of the Project Agreement, and its approach to coordinating with the Ministry, the municipalities, utilities, railroads, and other Stakeholders.

The Proponent shall describe traffic control provisions, specific to the project, which should demonstrate an understanding of relevant traffic standards and guidelines, and Proponent obligations.

The preliminary construction Traffic Management Plan shall include, but not be limited to:

Proponents approach to the following subplans, as outlined in of Schedule 15-1 of the Project Agreement:

o Traffic control plan.

o Emergency traffic plan.

o Implementation plan.

o Temporary signing plan.

o Risk assessment plan.

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OM&R SUBMISSION

8.0 OM&R Submission (40 pages)

The Proponent is to provide a written narrative for its approach to OM&R Work that describes the process of planning for managing, implementing and achieving the operations, maintenance and rehabilitation requirements and obligations set out in Schedule 15-3 of the Project Agreement, citing past experience and lessons learned that have informed the approach.

8.1 Operations Director and Operations Manager

The Operations Director and Operations Manager must have operations, maintenance and rehabilitation management experience on comparable highway projects, and shall provide past experiences and strategies addressing the following:

Day-to-day operations and maintenance of highway facilities according to pre-established performance specifications.

Maintenance resourcing, including labour, equipment, material, facilities, suppliers and subcontractors.

Rehabilitation over a long-term contract to achieve performance specifications.

Developing and implementing asset management strategies and coordination with the Ministry’s asset management.

Incorporating lifecycle asset management requirements, and operations and maintenance details into the design and construction phase of projects.

Incorporating local user and stakeholder input and communications into the operation of highways.

Operational work safety programs.

Implementation of operations and maintenance related quality management.

Saskatchewan and Canadian specifications, standards and practices, or equivalent.

An approach to the coordination and communication with the Ministry and other Key Individuals.

An approach to coordination with MHI, the municipalities, utilities, railroads, and other Stakeholders or Governmental Authorities.

Identify resources, roles, responsibilities, authority, and reporting structure within the team, including the Key Individuals, any specialists, and others that will be engaged in performing tasks associated with operations, maintenance and rehabilitation matters.

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8.2 Operations and Maintenance Plan

This section shall describe the Proponent’s approach and strategies to undertake operations and maintenance, and how the Proponent will achieve the following:

Interaction and coordination of operations and maintenance details into the design and construction process.

Management and compliance with the performance requirements during the Operational Term.

Delivering the following key activities:

o Approach to mobilization and implementation of the OM&R Work, expected facilities, location(s), personnel available, and general resources during the construction period and following substantial completion.

o Planning, implementing, delivery reporting requirements, and quality management reporting;

o Pavement maintenance;

o Structures operations and maintenance;

o Emergency and incident response;

o Traffic monitoring, electrical/ITS and data management;

o Winter maintenance;

o Operations, maintenance and rehabilitation traffic management related to relevant traffic standards and guidelines; and

o Processes for data management during the Operational Term in order to ensure ongoing communications with MHI and other Stakeholders.

Meeting the requirements for quality; health and safety; Payment Mechanism and Environmental Obligations.

Approach to managing public, construction and maintenance vehicular traffic, as well as pedestrian traffic, public transit and cyclists, during the Operational Term that demonstrates an understanding of the relevant traffic standards and guidelines for the following:

o Processes to limit impact on the travelling public;

o Incident management;

o Lane closure management;

o Correlation between operation, maintenance and rehabilitation activities;

o Specific traffic management requirements (i.e. detour routes, diversions and closures, sign locations, pavement markings, barriers, and protective works); and

o Traffic management communication plan and protocols.

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8.3 Asset Management Plan

This section will describe the approach, rationale and strategies that the Proponent will take to asset preservation and meeting the hand back requirements, and how the Proponent will achieve the following:

Interaction and coordination of lifecycle asset management strategies into the design and construction processes and coordination with the Ministry.

Management and compliance with the annual Asset Preservation Performance Measures during the Operational Term, including the processes for conducting asset condition assessments.

The practices, processes and systems to be used for the following:

o Highway Running Surfaces;

o Structures;

o Drainage Infrastructure;

o Electrical and ITS Infrastructure; and

o Other minor assets;

As a minimum, for each of the above, details regarding asset inventory/condition management, life cycle management, decision making, risk mitigation, forward works programming, performance monitoring/reporting and application of continuous improvements should be discussed.

Anticipated compliance with the hand back requirements in Schedule 15-3 of the Project Agreement.

8.4 Rehabilitation Work

Schedule

This section will contain a rehabilitation work schedule illustrating the annual quantities of rehabilitation works during the Operational Term. The rehabilitation work schedule shall include a description of the following, at a minimum:

Approach, rationale, and strategies for rehabilitation.

Pavement rehabilitation (expressed in terms of annual lane kilometers) including a description of the probable rehabilitation treatment (i.e. overlay, milling/overlay, etc.).

Structures rehabilitation including probable treatments.

Electrical systems and ITS.

Any other significant rehabilitation during the Operational Term.

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SCHEDULE 3 – SUBMISSION REQUIREMENTS

PART 2 – FINANCIAL SUBMISSION REQUIREMENTS

A. FINANCIAL SUBMISSION

(1) The Financial Submission must demonstrate that the Proponent's Financial Model and financing plan

are well developed and robust and that it has sufficient support from lenders and equity investors to

satisfy the Sponsors.

B. TAX ISSUES

(1) The Proponent shall be solely responsible for obtaining and relying on tax advice from their own

advisors and experts, including obtaining such of their own advance interpretations and rulings in relation

to the Project (including in relation to the proposed structure and its tax consequences) as they consider

appropriate or necessary.

(2) The Proponent is advised that the Ministry is GST exempt but subject to PST where applicable.

Proponents are required to comply with the Province’s PST and GST requirements.

C. FINANCIAL SUBMISSION REQUIREMENTS

Financial Submission Requirements

Title Contents

1.0 Financing Plan

1.1 Description of Financing Plan

The Proponent is required to submit details of its proposed financing plan demonstrating the quality and deliverability of its Proposal. The financing plan must, at a minimum, include the following information:

Description of each investor (lenders, equity funders, subordinated lenders etc.) along with the amount of funds and timing of investment of these funds. This description should also include, but not be limited to, clearly defining the sources of funds, levels of commitments (e.g. underwritten, agency best efforts, ‘club based’ syndication etc.) and all necessary approvals required or received to commit/earmark the necessary funds by Financial Close;

Description of the proposed financing structure including, but not limited to, identification of all investors, lenders, funding structure, organizational chart of the consortia and role of its investors; and

Description of any internally generated or other funds that may be used to finance the Project or any part of the Project.

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Financial Submission Requirements

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1.0 Financing Plan

1.2 Achievability and Robustness of the Financing Plan as Evidenced by:

Lenders (senior and subordinated)

The Proponent shall confirm, and shall include a letter from Lenders confirming, that Lenders proposed in response to this section shall not be Affiliates of any Proponent Team Member (excluding any other Lenders) and are acting, at all times, at arm’s length to every other Proponent Team Member (excluding any other Lenders);

Provide a plan that details and ensures an adequate level of commitment from potential debt providers for a timely and successful Financial Close;

Assessment of risks associated with Lenders’ terms and conditions that may impact Proponent’s ability to reach Financial Close, including among others: (i) Lenders’ conditions precedent to Financial Close, (ii) any material adverse condition (“MAC”) clauses, (iii) the level of direct or indirect conditions that might conflict with or affect the existing Project Documents (such as the Lenders' Direct Agreement), and (iv) any flex conditions or any other terms or conditions that might put the financing commitment at risk, whether at Financial Close or after; and

Provide a plan of bond distribution by underwriters (where applicable).

Equity providers

Identify the source of equity capital (i.e. specific fund or investing entity) and its current financial position including:

overview of recent financial performance (supported by financial statements of the most recent quarter and updated, where available);

fund performance report (if applicable);

ratings report (if available, or any other financial documents to support the financial analysis);

detailed process and internal approval procedures/timelines for allocation of funding, and anticipated timeline for committing funding for this specific Project;

Provide a plan that details how the source of equity capital shall provide adequate funding by Financial Close (including anticipated third party support or guarantees);

Provide a plan that details how funding of all development costs leading up to Financial Close will be secured (including financing commitment, process for internal approvals, etc.);

Provide most recent annual audited financial statements, or unaudited statements if audited statements have not been produced, and quarterly financial statements for every quarter since the latest financial statement, or equivalent financial information;

Description of the security provided at Financial Close guaranteeing future injection of equity (including, but not limited to, sources, amount, type and

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1.0 Financing Plan

level of guarantees);

The Proponent may provide relevant information to support responses to the points above (e.g. financial statements, letters of support from funding sources, etc.);

Letter from the CFO of each equity funder confirming that there have been no material changes in the financial position of the relevant equity funder since the last financial statements. In the event relevant material changes have occurred in the financial position of the relevant equity funder, the letter should be supported by any recent updates related to financial statements, letters of support from funding sources etc; and

A detailed plan of action to eliminate or mitigate risks associated with: (i) Lenders’ conditions precedent to Financial Close, (ii) any MAC clauses, (iii) the level of direct or indirect conditions that might conflict with or affect the existing Project Documents (such as the Lenders' Direct Agreement), (iv) any flex conditions, or (v) any other terms or conditions that might put the financing commitment at risk, whether at Financial Close or after.

Contingency plans

Proponent’s contingency financing plans as evidenced by one or more of the following: (i) commitment by Lenders to top up their respective share(s) (to replace any Lender who might fail to advance), (ii) level of diversification in pool of Lenders, (iii) strength of relationships with committed Lenders, as well as other non-participating Lenders, (iv) any other contingency plans to ensure Financial Close is achieved under the same conditions, or (v) ability of equity funders to meet any condition(s) that might be required by Lenders leading up to Financial Close.

Achieving Financial Close

The Proponent’s plan for achieving Financial Close, including the level of completeness of lending agreements (and acceptance by Lenders), as well as the assessment of risks associated with uncommitted syndications or any other processes or conditions that might put Financial Close at risk.

The Proponent’s commitment and/or plan to minimize the period between Commercial Close and Financial Close.

1.3 Stability of Financial Structure as Evidenced by:

Description of the level of involvement of various risk investors during the high risk periods of the concession term (e.g. the pattern of loan amortization and equity returns).

Assessment of all the risks stranded at the Project Co level and the Proponent’s plans to ensure adequate management/mitigation of such risks to be supported by copies of all relevant agreements, where applicable.

Description of the security documents proposed by the Proponent Team Members and/or other associated third party subcontractors as might be

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1.0 Financing Plan

required for this Project and how the security documents address the various levels of risks assigned to the Proponent Team Members including the stranded risks at the Project Co level.

Evidence and confirmation of the extent of support (including performance guarantees) that is to be provided in respect of the obligations and liabilities of the Proponent by each of the Proponent's equity capital providers, subcontractors and associated third parties. This is to include details of the parent and ultimate parent company involvement in any and all such elements of support and details of how the Proponent will satisfy any terms of the guarantees.

Confirmation letter from the Proponent or the Proponent's financial advisor stating that (i) the financing plan is achievable and robust and (ii) the Proponent has not entered into any exclusivity arrangements with respect to the Project with any Lenders, including prospective Lenders or, in the alternative, a confirmation letter from the Proponent that the Proponent has not entered into any exclusivity arrangements with respect to the Project with any Lenders, including prospective Lenders.

1.4 Supporting Documentation

The Proponent must provide a high-level description of key attributes of funding terms and term sheets, support letters and heads of agreements for all the financing providers including, at a minimum, the information specified below:

The identity of the arranger or underwriter;

Type of facility;

Purpose of facility;

Availability period;

The amount of financing proposed or committed and currency in which it is to be provided;

The drawdown schedule;

Details of grace periods, including duration and contingency;

Repayment or redemption schedules, maturity dates and prepayment terms including make-whole clauses which are expected to be in line with industry practices and standards;

Security, bonding or guarantee requirements and costs (from either parents or third parties);

Arrangement, underwriting, commitment, agency and all other fees;

Interest rates (whether fixed or floating) specifying the benchmark mark rate spreads thereon and margins, including a ratchet mechanism, if any;

Requirements for reserve accounts;

Any proposed hedging arrangements in respect of interest rates;

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1.0 Financing Plan

Events of default and other similar arrangements;

Step-in arrangements;

Conditions precedent;

Due diligence requirements;

Any other restrictions, requirements or conditions that may materially impact the Proponent's ability to raise financing or drawdown on committed financing after Financial Close;

If the financing plan is dependent on a credit rating, an indicative credit rating from one or more credit reference agencies; and

Description of the benchmarking efforts undertaken by the Proponent to ensure competitive terms and conditions for its financing partners.

1.5 Letter of Support for Construction

The Proponent must provide a letter from the guarantor and/or other supporting entity describing any and all parent company guarantees and/or other support which will be provided to the Proponent and enforceable by the Proponent, including:

The full name and any unique identification numbers of the organization(s) that will provide the support;

The scope of each guarantee and/or support, and how this guarantee and/or support will work in practice if called on;

The proposed level of the guarantee and/or support; and

The duration of the guarantee and/or support.

1.6 Letter of Support from Equity Provider(s)

For all providers of equity/quasi-equity finance proposed as part of the financing package, the Proponent must provide a letter from each equity provider parent company, stating that:

It is able to provide a parent company guarantee in relation to the availability of the equity/quasi-equity for the Project; and

It has adequate funds available.

If any equity or quasi-equity finance is to be raised from external sources, these sources are to be specified and written confirmation given by the providers as to their willingness to offer funding and the amount of funding available.

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1.0 Financing Plan

1.7 Letter of Support from Lender(s) or Financial Institution(s)

The Successful Proponent must provide the Letter of Credit in the amount of $10,000,000 in accordance with the RFP.

The Proponent must provide a letter from its financial institution addressed to the Sponsors confirming:

The financial institution's commitment to provide the Proponent with a letter of credit in the amount of $10,000,000 duly executed in the form set out and subject to the conditions in the RFP within five (5) Business Days of the Proponent being notified that it has been selected as the Preferred Proponent.

The issue of such letter of credit is not subject to any restrictions whatsoever, including approval by its credit committee.

The Proponent must also submit a signed letter confirming that it will furnish the Sponsors with the above-noted letter of credit.

The Proponent should submit a letter of support from its Lenders clearly indicating the conditions that must be met prior to obtaining financing approval and a detailed timeline setting out how the Proponent proposes to achieve Financial Close on an expedited basis.

1.8 Letters of Support from Subcontractors

The Proponent must provide letters of support for all major sub-contractors including, at a minimum:

Prime Team Members, and

All applicable parties responsible for design, construction, operation and maintenance.

1.9 Proposal Summary The Proponent must provide a one-page Proposal summary which outlines the major elements of the Proposal, including:

Major financial assumptions;

Benchmark Rates;

Credit Spreads;

Other premiums/spreads;

Debt/equity gearing ratio;

Annual Service Payment; and

Design, construction, operation, maintenance and rehabilitation costs.

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2.0 BASIS FOR FINANCIAL SUBMISSION

The Proponent should use the following as basis for the Financial Submission and the Financial Model. The Proponent is required to list the assumptions in this Section 2.0 and confirm they have been used in the Financial Submission and Financial Model.

2.1 Base Date The base date to be used in developing the RFP Proposal is the Financial Close Date.

2.2 Financial Close Date

The Financial Close Date to be used in the Proposal as the date for the start of construction is July 29, 2015.

2.3 Phase One Substantial Completion Date

The Phase One Substantial Completion date to be used in the Proposal as the date for the end of construction related to Phase One is October 31, 2017.

2.4 Substantial Completion Date

The Substantial Completion date to be used in the Proposal as the date for the end of construction is October 31, 2019.

2.5 Duration of Project Agreement

The Project Agreement provides for an expiry date of 30 years from the Substantial Completion Date.

2.6 Currency Where prices are requested in the RFP those prices are to be submitted in Base Date prices and in Canadian dollars.

2.7 Price Validity With the exception of an adjustment for movement in Benchmark Rates and Credit Spreads in accordance with Schedule 10 of the RFP all prices in the Proposal must remain firm and irrevocable for the Proposal Validity Period.

2.8 Inflation For evaluation purposes, CPI is to be assumed at a rate of 2% per annum and indexation will be applied on an annual basis starting on April 1 and ending on March 31 with the first indexation adjustment applied on April 1 following the Financial Close Date.

2.9 Interest Rates The Proponent is required to confirm, in its Proposal, that it has used the relevant Benchmark Rate(s) provided by the Sponsors in accordance with 3.1(1) of Schedule 10. The Proponent should provide confirmation of their acceptance of the information provided by the sponsors in this regard.

The Proponent is required to provide confirmation of the methodology and calculation of base rates for any Credit Spread Election Facilities based on the information provided by the Sponsors in accordance with 3.1(1) of Schedule 10.

For financing solutions that involve swap(s), the Proponent is required to complete the information in the Appendix A Swap Term Sheet attached to this Part 2 of Schedule 3 of the RFP. The Proponent should provide this information in the form of an excel spreadsheet for each term sheet and the spreadsheet should include details of the calculations (including discount rates and implied CDOR resets).

The Proponent should provide the Credit Valuation Adjustment (“CVA”) for any proposed swaps as it relates to interest rate hedges on floating rate facilities.

The Proponent must define, describe and provide details and explanations of

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2.0 BASIS FOR FINANCIAL SUBMISSION

any spread, premium, Lenders’ margins and any other adjustments (for example flex rates, liquidity premiums or margins for executable rates, etc.) over and above the Benchmark Rate that the Proponent considers necessary. Any such additional interest rate risk over and above the Benchmark Rate(s) should be clearly quantified in the Proposal and will not be adjusted at Financial Close. For greater clarity, any hedge premium, delayed draw premium or swap counterparty credit premium will not be adjusted at Financial Close.

The Benchmark Rate(s) included in Appendix A of Schedule 10 of the RFP as re-issued in accordance with 3.1(1) of Schedule 10 of the RFP will be the only rate(s) that will be changed and any changes will be made in accordance with Schedule 10 of the RFP.

2.10 Indicative Credit Spread Benchmark(s)

If the Proponent desires to participate in the future Credit Spread Lock-in Date, the Proponent, in accordance with Schedule 10 of the RFP, shall submit an Indicative Credit Spread Benchmark(s) that will be used to justify and assess the reasonableness and consistency of the Credit Spread and any changes to or confirmation of the Credit Spread at the Credit Spread Lock-in Date in accordance with Schedule 10 of the RFP.

The Proponent is required to provide, in its Proposal, the relevant Indicative Credit Spread Benchmark(s) it has used as priced at 8:00 a.m. Local Saskatchewan Time on the ICSB Benchmark Pricing Date. This information shall be provided by Proponents using the excel spreadsheet template provided as Appendix B of Schedule 10 of the RFP by completing columns H through O inclusive of Appendix B for each Indicative Credit Spread Benchmark. In addition the Proponent should provide rationale to explain the difference between their proposed credit spread and each of the securities included within the Indicative Credit Spread Benchmark basket of bonds.

The Proponent must provide information and documentation to support, and to enable a third party to verify, the pricing of the Indicative Credit Spread Benchmark(s) provided.

2.11 Discount Rates For purposes of net present value (“NPV”) calculations required for the Financial Submission, the Proponent is required to use a 3.8% discount rate discounted to the Base Date in all cases unless specifically required otherwise by the RFP.

2.12 Payment Date For purposes of calculating the NPV, monthly payments by the Sponsors are assumed to be made on the last day of each Contract Month.

2.13 Tax The Proponent must provide details of its taxation assumptions to demonstrate to the Sponsors that the Proponent has actively considered all tax implications of the Project Agreement on the Proponent. The Proponent is solely responsible for the completeness and correctness of these assumptions.

2.14 Payment Mechanism

The Proponent must confirm explicitly that Payment Mechanism as described in Schedule 18 - Payment Mechanism of the Project Agreement has been

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2.0 BASIS FOR FINANCIAL SUBMISSION

used without exception for the Proposal.

2.15 Refinancing The Proponent must describe any plans for refinancing in its Proposal including, for greater clarity, any Mandatory Refinancing(s) (as defined in Schedule 26 - Refinancing of the Project Agreement). Where it is intended that debt will be refinanced, the Proponent must provide details of any assumptions about the structure and the timing of refinancing, interest rates, margins, timing of repayments, reserve accounts and cover ratios.

The Proponent must describe the maturity of any original interest rate hedges (swaps) entered into at Financial Close and Proponent’s plans and contractual rights related to these swaps if the refinancing(s) described above take place.

2.16 NPV Calculation The NPV must be calculated strictly in accordance with the Microsoft Excel spreadsheet provided as Schedule 6 to the RFP (Price Submission Form) completed strictly as instructed without amendment.

2.17 Monthly O&M Interim Services Payments

Proposals should assume that the Sponsor will pay “Monthly O&M Interim Services Payments” as set out in the Proponents Price Form for the work performed during the Project Co. Interim Maintenance Period, in accordance with the Project Co. Interim Maintenance Standards set out in Schedule 15 Part 3 of the Project Agreement. Proposed Monthly O&M Interim Services Payments must be included in RFP Schedule 6 – Price Form.

Proposed Monthly O&M Interim Services Payments must be equal to the reasonable costs incurred by Project Co. for and consistent with undertaking for the work performed during the Project Co. Interim Maintenance Period, in accordance with the Project Co. Interim Maintenance Standards set out in Schedule 15 Part 3 of the Project Agreement.

2.18 Phase one Milestone Payment

Proposals should assume that the Sponsors will pay, on the date that is two (2) Business Days after the Phase One Substantial Completion Date, an amount equal to the lesser of, (i) 50% of Milestone Capital Cost, and (ii) $114,800,000 (“Phase One Milestone Payment”) in accordance with the calculation in RFP Schedule 6 – Price Form and calculation in the Completion Payment worksheet in Appendix C of RFP Schedule 3 Part 2.

In RFP Schedule 6 – Price Form, Proponents are required to enter their Milestone Capital Costs as determined in their Financial Model.

The Proponent’s Financial Submission must provide for Milestone Capital Costs and Phase One Milestone Payment. The amount of the Phase One Milestone Payment may be adjusted by agreement between the Parties prior to Commercial Close.

For the purposes of this RFP, the “Milestone Capital Costs” includes all construction and related costs (i.e., costs related to design, construction, commissioning and completion) but excludes soft costs (i.e. costs related to financing, interest, funding of reserves and SPV) of the following:

Highway 33 to Highway 1 East Mainline

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2.0 BASIS FOR FINANCIAL SUBMISSION

Tower Road to Balgonie Mainline

North Service Roads – East of Pilot Butte to Balgonie

South Service Roads – East of Pilot Butte to White City

Highway 33 Interchange

Tower Road / Highway 1 Interchange

Highway 48 / Highway 1 Interchange at White City

Highway 46 / Highway 1 Interchange at Balgonie

South and East Service Roads – Highway 33 to East of Pilot Butte

North Service Roads – Tower Road to East of Pilot Butte

The financial model for this Project should show a detailed breakdown of each of these elements, including a detailed breakdown of development costs and a detailed breakdown of design costs.

2.19 Substantial Completion Payment

Proposals should assume that the Sponsors will pay, on the date that is two (2) Business Days after Substantial Completion, an amount equal to [50%] of the Total Project Capital Costs minus the Phase One Milestone Payment (“Substantial Completion Payment”) in accordance with the calculation in RFP Schedule 6 – Price Form and the calculation in the Completion Payment worksheet in Appendix C of RFP Schedule 3 Part 2.

In RFP Schedule 6 – Price Form, Proponents are required to enter their Total Project Capital Costs as determined in their Financial Model.

The Proponent’s Financial Submission must provide for this Substantial Completion Payment. The Proponent’s Financial Model must provide for this Section’s capital costs (i.e. Total Project Capital Costs less Milestone Capital Costs). The amount of the Substantial Completion Payment may be adjusted by agreement between the Parties prior to Commercial Close.

For the purposes of this RFP, the “Total Project Capital Costs” includes all construction and related costs (i.e., costs related to design, construction, commissioning and completion) including all soft costs (i.e. costs related to financing, interest, funding of reserves and SPV).

The financial model for this Project should show a detailed breakdown of each of these elements, including a detailed breakdown of development costs and a detailed breakdown of design costs.

2.20 Accounting Proponents are solely responsible for the completeness and correctness of their accounting assumptions.

2.21 Base Relevant Insurance Cost

Base Relevant Insurance Cost as detailed in Schedule 24 - Insurance Requirements of the Project Agreement will be equal to $1,100,000 per annum.

For greater clarity, the Base Relevant Insurance Cost as provided above is

11

2.0 BASIS FOR FINANCIAL SUBMISSION

required to be carried by all Proponents for the first Insurance Review Period and every period thereafter up to the Expiry Date. Such costs will be subject to benchmarking per the methodology outlined in Schedule 24 - Insurance Requirements of the Project Agreement.

2.22 [intentionally deleted]

[intentionally deleted]

2.23 Base Case Equity IRR

Proponents shall calculate their Base Case Equity IRR as the annualized effective compounded return rate for equity invested in the project. The cash flow for calculation must be based on equity cash injections and cash distributions shown in the financial model.

2.24 Independent Certifier Fees

The Sponsors expect to share Independent Certifier costs with the Proponents on an equal basis. Therefore, the Proponent’s Financial Submission shall include $1,000,000 for Independent Certifier fees during the construction period (i.e. the Proponent’s 50% of the $2,000,000 of total estimated Independent Certified costs).

These amounts should be spread evenly over the construction period on a monthly basis and will be used for evaluation purposes only. Before Commercial Close, these amounts will be adjusted to reflect the actual fees to be charged by the Independent Certifier after the joint procurement of the Independent Certifier by the Preferred Proponent and the Ministry.

12

3.0 FINANCIAL MODEL

The Proponent must provide the computer model it has used and which is proposed to become the Financial Model under the Project Agreement in the format specified in this Part 2 of Schedule 3 of the RFP. The file must meet the requirements below and must allow the viewer access to all internal formulas, data and assumptions together with a full print out of all model sheets. This computer model will ultimately become the Financial Model referred to in the Project Agreement.

3.1 Audit Letter The Proponent is required to provide a Financial Model audit letter that confirms the logic and integrity of the model (including the model reference number) and that this logic is materially consistent with the Project Agreement. The Financial Model should not include any disclaimers or qualifications. All errors or inconsistencies in formulas or assumptions contained in the Financial Model are solely the responsibility of the Proponent. The Proponent should note that the Financial Model will be reviewed in advance of the Benchmarking Date and at that time or any time prior to the Benchmarking Date, if requested, the Proponent must submit a revised Financial Model audit letter.

3.2 General Model Requirements

The Proponent's Financial Model must:

Provide financial projections (cost and revenue projections) on a monthly basis from Financial Close until the end of the Project Term;

Be expressed in Canadian dollars;

Include a print option macro;

Not incorporate any password protection (or the password protection must be disclosed);

Not include hidden sheets or areas;

Not contain any circular references or balancing numbers and no input numbers in the calculation worksheets; and

Use a start date for the Project that corresponds to the Financial Close Date as specified above in Section 2.2 of Part C of this Part 2 of Schedule 3 of the RFP.

3.3 Specific Financial Model Requirements

The Financial Model should show details of sources and uses of funds, both in total nominal and NPV terms, including debt and equity injection and repayments, interest payments, financing costs, dividends, other fees and costs, design costs, construction costs, lifecycle costs and maintenance costs.

The Financial Model should separately list insurance premiums on insurance coverage required in accordance with the Project Agreement, insurance premiums on additional insurance coverage required by the Proponent's lenders, taxes, Project Co specific costs and legal fees.

Proponents should note that insurance is not subject to indexation or inflation and this should be clearly reflected in the Financial Model submitted by the Proponent.

13

3.0 FINANCIAL MODEL

The Financial Model must, at a minimum, include:

Assumption schedules;

Construction costs consistent with Appendix B to the RFP Schedule 3 Part 2;

Capital costs (total and for each of the sections individually) consistent with Appendix B to the RFP Schedule 3 Part 2;

Operating and maintenance costs;

Rehabilitation costs;

Taxation;

Payment mechanism;

Key dates to Financial Close;

A scenario control sheet;

Outputs:

In a separate sheet, a schedule of Monthly O&M Interim Services Payments, , Monthly Service Payments, Phase One Completion Payment and the Substantial Completion Payment, both in real (uninflated) and nominal (inflated) terms;

In a separate sheet, detailed calculations of the NPV requested under Section 4.0 of Part C of this Part 2 of Schedule 3 of the RFP;

In a separate sheet, the proposed funding structure, with funding schedules that specify the expected debt repayment dates and the amount of debt service (broken down by principal, interest, and other fees), in nominal terms only, to be repaid;

The calculation of Project returns for the different elements of financing;

Projected income statements;

Projected balance sheet;

Cash flow projections;

Cash cascade in order of seniority (which must be consistent with any funding term sheets). Ensure that the cash cascade describes:

o the administration of the cascade;

o funding mechanisms for all reserve accounts;

o how operating contingencies affect reserve accounts; and

o how funding mechanisms, or other contingency plans, rectify the situation.

In a separate sheet include a detailed summary that provides a breakdown of all costs incurred and revenues earned during the Operational Term;

In a separate sheet, a breakdown of Annual Service Payments and the Monthly Service Payments , as prescribed in Schedule 6 of the

14

3.0 FINANCIAL MODEL

RFP;

In a separate sheet, a breakdown of the Monthly Service Payments in the following format:

o As per a fiscal year (i.e. starting from the April of the relevant year to March of the next year).

The Monthly Service Payments should be broken down ONLY as per the following five categories:

o Principal (e.g. debt principal (senior or other), equity invested/contribution);

o Interest (e.g. interest paid on debt (senior or other), interest earned (if applicable), debt service reserve account (if applicable), equity earned excluding equity contributed and other financing related costs);

o Maintenance costs;

o Rehabilitation costs; and

o Project Co costs.

For greater clarity the Proponent must ensure that the sum of all costs noted in the categories above for each fiscal year must equal the Annual Service Payment for that fiscal year.

Supporting schedules.

The proposed Financial Model must also, at a minimum, produce the following outputs:

Project internal rate of return (IRR) in both real terms and nominal terms, on a pre-tax and post-tax basis;

Return on equity and sub-debt, in both real terms and nominal terms, and a blended equity return, that incorporates all sub-senior debt finance on both a pre-tax and post-tax basis;

Debt to equity ratio at the time of Financial Close and at Phase One Substantial Completion Date and Substantial Completion Date, defined as total financial debt divided by total shareholders’ funds;

Drawdown and repayment schedules, including dates and amounts for all sources of finance (on a monthly basis);

Weighted average cost of capital calculated on a before-tax basis and based on the overall debt / equity structure of the Project, as estimated on the day of Financial Close (i.e. including all debt and equity injection during the life of the Project);

Annual debt service cover ratio and loan life cover ratio for each year of the Project Agreement, with minimum and average ratios;

Any other ratios that are considered relevant to the proposed financial structure, financial covenants or financing agreements;

The precise timing of any equity injections and details of the phasing,

15

3.0 FINANCIAL MODEL

if appropriate;

The Proponent's financial model should show a detailed breakdown of each element of Total Project Capital Costs, including a detailed breakdown of development costs and a detailed breakdown of design costs. For greater clarity, the Financial Model should include a breakdown of the Total Project Capital Costs and the individual line items of this breakdown should be linked to the appropriate parts of the Financial Model so that the nature and timing of the capital costs components are verifiable using the Proponent’s Financial Model;

The construction price that is included in the Financial Model will be the Proponent's estimated construction price at Financial Close (i.e. input nominal construction costs);

A schedule of projected rehabilitation reserves on a monthly basis;

Revenues and costs on a monthly basis;

Maintenance costs;

Rehabilitation costs; and

A breakdown of the Proponent's revenues and costs, including but not limited to:

Project Co costs;

other operating costs; and

revenue and capital flows.

In a separate sheet, provide a breakdown of all projected payments by the Ministry to Project Co, including all: (i) Monthly O&M Interim Services Payments, (ii) Monthly Service Payments, (iii) the Phase One Milestone Payment and (iv) the Substantial Completion Payment, and the associated expected PST that would be payable on each such payment by the Ministry throughout the Project Term. Please also provide all assumptions and other details used to calculate all such expected PST amounts.

3.4 General Reporting Requirement

The Preferred Proponent may be asked to provide summary materials/reports as extracts from the Financial Model to assist the Sponsors with its reporting and populating obligations including but not limited to budgetary reports and contribution agreements

3.5 Financial Model Specification Booklet

The Proponent must provide a detailed and comprehensive Financial Model specification booklet, including, at a minimum, instructions for using the Financial Model, including:

How changes to input variables should be entered;

How to run the model following changes to inputs;

How to run sensitivities;

The use of all macros, if any, contained in the model should be minimized. If macros are used, a detailed description of the macros and their functionalities must be included. The detailed description

16

3.0 FINANCIAL MODEL

for each macro must include the following:

reasons why this macro is used;

which operations and functions are accomplished through the macro;

which cells are modified by the macro;

the macro’s results;

explanation of how the optimization and macro steps are carried out, particularly with regards to input modifications; and

instructions pertaining to the necessary modifications of a macro following modifications in the Financial Model such as adding or deleting lines or columns in the Financial Model.

How to print key reports and the entire model;

Details of the optimization procedure(s) that is in line with the methodology as described in Schedule 10 of the RFP; and

Construction of the model, including:

contents list of sheets and data contained within; and

details of complex or unusual formulae.

3.6 Inputs Booklet The Proponent must provide a detailed and comprehensive inputs booklet, which, at a minimum, identifies and provides details of all inputs used in the Financial Model, including:

For each source of finance: the drawdown timetable; grace period; repayment schedules; debt maturity profile; costs of finance, including margins and fees and all success fees; and any variations to margins or fees over the life of the loans;

Capital, maintenance and rehabilitation cost schedules which are linked to the Financial Model (including a break out of costs for insurance, each aspect of the OM&R Work);

Macro-economic assumptions, including interest and inflation rates;

Taxation assumptions and associated sensitivities on model;

The assumptions made in relation to the tax liabilities and recoverability;

Accounting policies, including depreciation by asset type, and working capital requirements; and

All other assumptions that have been necessary in order to construct the Financial Model.

The inputs booklet must be consistent with, and reconcile to, the Financial Model.

3.7 Sensitivity Analysis The Proponent is required to provide the sensitivity analyses listed below. The Sponsors reserves the right to conduct additional sensitivities. For the purpose of clarity, the Sponsors may wish to test the hypothetical impact of

17

3.0 FINANCIAL MODEL

the sensitivities listed below on the results of the Financial Model, regardless of the risk transfer contemplated in the Project Agreement.

Effect on total Project NPV of change in inflation by (assuming that base case inflation is 2%):

1% decrease (for whole Project).

1% increase (for whole Project).

3% increase (for whole Project).

5% increase (for whole Project).

Effect on total Project NPV of change in Benchmark Rates by:

+/- 10 basis points in underlying benchmark rates.

+/- 50 basis points in underlying benchmark rates.

+/- 100 basis points in underlying benchmark rates.

The Sponsors’ advisors will be using the Financial Model and sensitivity analysis as part of the overall evaluation of whether the Proposal represents a financing plan is achievable and realistic.

18

4.0 PRICING

The Proposal Net Present Cost used in the ranking of Proponents in accordance with Section 7.3.5 of the RFP will be determined using the spreadsheet provided as Schedule 6 to the RFP (Price Submission Form).

4.1 NPV The Proponent is required to include a copy of the spreadsheet provided as Schedule 6 of the RFP (Price Submission Form) within the Financial Model and in doing so link the applicable outputs of the model to the inputs of the Price Submission Form.

Proponents must not amend or adjust any of the formulae or calculations included within the Price Submission Form and must only include those inputs specifically indicated in the form without amendment to any other assumptions.

The Proponent's price proposal is the sum of the NPV of the Monthly O&M Interim Services Payments, NPV of the Monthly Service Payments, NPV of the Phase One Milestone Payment and NPV of the Substantial Completion Payment.

For purposes of calculating the overall price, one-time costs for:

Phase One Milestone Payment will be deemed to occur at the Phase One Substantial Completion Date.

Substantial Completion Payment will be deemed to occur at Substantial Completion Date.

4.2 Confirmation The Proponent is to provide explicit written confirmation that their completed Price Submission Form is consistent with:

The Proponent’s Technical Proposal as submitted on the Technical Proposal Submission Deadline without amendment;

The latest version of the Project Agreement and Schedules as provided in the Data Room by the Sponsors as at the Financial Proposal Submission Deadline without amendment (other than the completion of outstanding items as explicitly provided for within the Project Agreement and Schedules as issued by the Sponsors); and

The terms of the RFP without amendment.

5.0 PROJECT COST REPORTING

5.1 Proponents are required to show a breakdown of the Project cost assumptions underpinning their Proposal by completing Appendix B to this Schedule 3, Part 2 (in MS Excel) using the instructions contained within the appendix.

Appendix B must be included as part of the Financial Model (a separate file is not required).

19

APPENDIX A: SWAP TERM SHEET

The below swap term sheet is to be incorporated into the Proponent’s Financial Model as a separate

sheet and linked to the appropriate parts of the Financial Model to reflect the interest rate hedging

arrangements. If more than one interest rate swap is planned, please include the appropriate number of

swap term sheets, each of these as a separate sheet, to reflect the financing solution. Please note that

the number of periods in the below term sheet indicating the beginning of the period, the end of the period

and the opening balance of the principal outstanding should reflect the unique financing solution of the

Proponent.

Fixed Swap Rate Payer: Insert name

Fixed Swap Rate Receiver: Insert nameNotional Amount: Insert amount as follows "CAD$ [insert amount] as per attached schedule"

Trade Date: Insert date Effective Date: Insert date Maturity Date: Insert date Initial Notional Amount: Insert amount

Fixed Swap Rate: [xx]%

Floating Rate: 1m CDOR until (incl.): Insert date3m CDOR thereafter

Spread over CDOR none Compounding Inapplicable

Fixed Rate Payer Dates: Floating Rate Payer Dates: Fixed Rate Day Count: ACT/365, Fixed AdjustedFloating Rate Day Coung: ACT/365, Fixed Adjusted

Business Days Toronto,

Payment Dates Last day of interest periodModified Following

Notional Payment Schedule

Period Begin Period End Principal Outstanding (Open Bal.)

Interest Rate Swap Term SheetINDICATIVE TERMS AND CONDITIONS

Private and Confidential

The dates are as per the attached schedule commencing on the Effective Date

The dates are as per the attached schedule commencing on the Effective Date

Regina Bypass RFP ‐ Schedule 3 Part 2 ‐ Appendix B ‐ Project Cost Reporting.xlsx

Instructions

Sheet Instructions

Part 1 to Part 4

Proponents shall only enter inputs in cells which are shaded yellow.

ALL entered amounts contained in this workbook should be NOMINAL AMOUNTS.

Part 1 - Proponents to enter length of construction period in cell F5

Part 2 - Concession is based on a 30-year concession timeline

Part 3 - Summary

Part 4 - Reconciliation (an explanation of any unreconciled differences must be provided to the sponsor). Fill in Part 4 - Reconciliation, to ensure that all payments reconcile to all project costs.

All amounts are in Canadian Dollars (CAD$) unless otherwise stated.

Proejct Cost Breakdown Proponents shall only enter inputs in cells which are shaded yellow.

Completion Payments Proponents shall not enter any inputs in this worksheet

Regina Bypass RFP ‐ Schedule 3 Part 2 ‐ Appendix B ‐ Project Cost Reporting.xlsx

Cost of Work FormFinancial Close date 29‐Jul‐2015 Construction Period in Months

Substantial Completion date 31‐Oct‐2018

Construction period flag 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 0 0 0 0 0 0 0 0

Period end date 29-Jul-15 31-Aug-15 30-Sep-15 31-Oct-15 30-Nov-15 31-Dec-15 31-Jan-16 29-Feb-16 31-Mar-16 30-Apr-16 31-May-16 30-Jun-16 31-Jul-16 31-Aug-16 30-Sep-16 31-Oct-16 30-Nov-16 31-Dec-16 31-Jan-17 28-Feb-17 31-Mar-17 30-Apr-17 31-May-17 30-Jun-17 31-Jul-17 31-Aug-17 30-Sep-17 31-Oct-17 30-Nov-17 31-Dec-17 31-Jan-18 28-Feb-18 31-Mar-18 30-Apr-18 31-May-18 30-Jun-18 31-Jul-18 31-Aug-18 30-Sep-18 31-Oct-18 30-Nov-18 31-Dec-18 31-Jan-19 28-Feb-19 31-Mar-19 30-Apr-19 31-May-19 30-Jun-19

COSTS DURING CONSTRUCTION PERIOD

CAPITAL COSTS Total

Amount ($CAD)

1 Highway 11 to Dewdney Av $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

2 Dewdney Av to Highway 1 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

3 Highway 1 to Highway 33 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

4 Highway 6 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

5 Highway 33 to Highway 1 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

6 Highway 1: Tower Road to Balgonie $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

7 North Service Road from east of Pilot Butte to Balgonie $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

8 South Service Road from east of Pilot Butte to Balgonie $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

9 Highway 11 Interchange $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

10 Armour Road Intersection $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

11 9th Av Interchange $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

12 Dewdney Av Interchange $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

13 Rotary Av Interchange $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

14 Hill Av Right In/Right Out $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

15 Highway 1 West Interchange $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

16 Highway 6 Interchange $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

17 Highway 33 Interchange $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

18 Highway 1 / Tower Road Interchange $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

19 Pilot Butte Interchange $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

20 Highway 48 Interchange $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

21 Highway 46 Interchange $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

22 Fleet Street Right in/Right Out $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

23 Courtney Street Intersection $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

24 Flyover over the CN railway mainline between Dewdney Avenue and 9th Avenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $025 Service Road west of Regina Bypass between Highway 11 and Armour Road $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $026 Service Road east of Regina Bypass between Highway 11 and Armour Road $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $027 Service Road west of Regina Bypass between Highway 1 and Courtney Street $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $028 Service Road east of Regina Bypass between Highway 1 and Courtney Street $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $029 Service Road north of Regina Bypass between Highway 1 and Highway 6 and Fleet Street $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $030 Service Road south of Regina Bypass between Highway 1 and Highway 6 and Fleet Street $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $031 Service Road east of Regina Bypass between Fleet Street and Highway 33 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $032 Service Road east of Regina Bypass between Highway 33 and Highway 1 parallel to Tower Road $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $033 Last Mountain Railway AT - Grade $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $034 Service Road north of Highway 1 between Tower Road and east of Pilot Butte Interchange $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $035 Indirect Costs (overhead) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $036 Other Capital Costs (please specify) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Total Hard Costs $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

TRUE

Other Construction Costs

Facility Overhead $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0Land for maintenance facility $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Total Other Construction Costs $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

TRUE

Total Cost of Work $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Financing, Transaction and Development Costs Notes

Financing Costs during Construction PeriodInterest Paid $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0Interest Received $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net Interest $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0Upfront Fee $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0Commitment / Standby Fee $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0Other Finance Related Fees $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Total Financing Costs during Construction $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

TRUETransaction Costs during Construction Period

Transaction and Development Costs SPV Costs during Construction $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0Legal Advisor Fees $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0Financial Advisors Fees $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0Rating Agency Fees $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0Lenders Legal $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0Lenders TA $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0Independent Certifier Fees during construction Other Bid recovery costs $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0Contingency $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Total Transaction and Development Costs during Construction Period $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

TRUE

Total Financing, Transaction and Development Costs $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

A) Total Project Capital Costs $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

NOTES:

Regina Bypass RFP ‐ Schedule 3 Part 2 ‐ Appendix B ‐ Project Cost Reporting.xlsx

Cost of Work Form

Concession PeriodContract Year (1 April - 31 March) 2018 - 2019 2019 - 2020 2020 - 2021 2021 - 2022 2022 - 2023 2023 - 2024 2024 - 2025 2025 - 2026 2026 - 2027 2027 - 2028 2028 - 2029 2029 - 2030 2030 - 2031 2031 - 2032 2032 - 2033 2033 - 2034 2034 - 2035 2035 - 2036 2036 - 2037 2037 - 2038 2038 - 2039 2039 - 2040 2040 - 2041 2041 - 2042 2042 - 2043 2043 - 2044 2044 - 2045 2045 - 2046 2046 - 2047 2047 - 2048 2048 - 2049

Costs During the Concession Period Notes Total Amount ($CAD)

Annual Operation and Maintenance Costs 

O&M Costs $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Total O&M Costs $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Annual Rehabilitation Costs 

Rehabilitation Costs $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Total Rehabilitation Costs $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Financing Costs during Concession PeriodInterest Paid $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0Interest Received $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net Interest $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0Financing Fees (if applicable) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0Equity Distributions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Total Financing Costs during Concession Period $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Transaction Costs Base Relevant Insurance Cost $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0SPV Costs during the Concession Period $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0Agency Fee / Monitoring Fees $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0Independent Certifier Fees during operation $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0Other costs (please specify) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Total Transaction Costs $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

B) Total Concession Period Costs $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Notes:

 

Regina Bypass RFP ‐ Schedule 3 Part 2 ‐ Appendix B ‐ Project Cost Reporting.xlsx

Summary of Costs

Total Costs During the Construction Period

Total Costs During Construction Period 

(CAD$)

0

Total Hard Costs ‐                                                                 

Total Other Construction Costs ‐                                                              

Total Cost of Work ‐                                                              

Total Financing Costs during Construction ‐                                                              

Total Transaction and Development Costs during Construction Period ‐                                                              

Total Financing, Transaction and Development Costs ‐                                                              

A)  Total Project Capital Costs ‐                             

Total Costs During the Concession Period

Total Costs During the Concession 

Period (CAD$)

Total O&M Costs  ‐                                                              

Total Rehabilitation Costs ‐                                                              

Total Financing Costs during Concession Period ‐                                                              

Total Transaction Costs ‐                                                              

B)  Total Concession Period Costs ‐                             

Total Construction Period and Concession Period Costs ‐                          

Regina Bypass RFP ‐ Schedule 3 Part 2 ‐ Appendix B ‐ Project Cost Reporting.xlsx

Reconciliation

Total Project Cost CAD$ Notes Total Project Capital Costs CAD$ Notes

A)  Total Project Capital Costs ‐                    A)  Total Project Capital Costs ‐                   

B)  Total Concession Period Costs ‐                   

Total Project Cost ‐                  Total Project Capital Cost ‐                 

Payments Payments and Private Capital

Phase One Substantial Completion Payment  ‐                  1 Phase One Substantial Completion Payment  ‐                  1

Substantial Completion Payment ‐                  1 Substantial Completion Payment ‐                  1

Total Annual Service Payments ‐                  1 Private Capital Balance Post Substantial Completion Payment  ‐                  3

Total Payments ‐                  Total Payments and Capital ‐                 

Difference ‐                  2 Difference ‐                  2

All amount are to be entered in nominal terms.

Note:

1 The Proponent to link from Schedule 6 ‐ Price Form.

2 In space provided below, the Proponent must provide an explanation to the sponsor of any unreconciled differences

3 Private Capital Balance Post Substantial Completion Payment amount to linked from Financial Mode

PROJECT COST RECONCILIATION OVER FULL PROJECT TERM PROJECT CAPITAL COST RECONCILIATION (CONSTRUCTION PHASE)

Regina Bypass RFP ‐ Schedule 3 Part 2 ‐ Appendix B ‐ Project Cost Reporting.xlsx

Project Cost Breakdown (required for PPP Canada consideration)

Total $ Financial Model Reference

Direct Costs

Construction Contracts $0.00

Design $0.00

Contingency (construction & design) $0.00

Engineering $0.00

Architect $0.00

Consultants (environmental, communications, other) $0.00

Survey $0.00

Testing and Inspections $0.00

Building Permit(s) $0.00

Development Cost Charges (including credits shown separately) $0.00

Off Site Services

*[e.g. municipal (water, sanitary, storm , road works) or other (electricity, gas, cable, telephone)] $0.00

Other Direct Design‐Build Cost Items $0.00

Subtotal: Direct Costs $0.00

Indirect Costs

Administrative Costs $0.00

Construction Insurance  $0.00

Bidding Fees

*[e.g. advisor fees (financial, technical, tax, model audit, insurance, rating agencies), sponsor development fees] $0.00

SPV Costs During Construction

* [e.g. staffing, accommodation and office supplies, miscellaneous costs (travel, telephone, bank accounts, etc.), corporate insurance, independent certifier] $0.00

Financing Costs:

▪ Interest expense and accrual associated with all funding sources during 

construction $0.00

▪ Commitment fees associated with all funding sources $0.00

▪ Arrangement fees associated with all funding sources $0.00

▪ Swap fees and hedge fees associated with all funding sources $0.00

▪ Any other fees paid to financiers for the provision of capital $0.00

Other indirect costs $0.00

Subtotal: Indirect Costs $0.00

Direct Costs + Indirect Costs (excluding Legal, Land and DSRA) $0.00

Legal, Land and DSRA Costs

Legal Costs $0.00

Land (include any associated real estate and other fees) $0.00

Debt Service Reserve Account $0.00

Subtotal $0.00

Total Capital Costs $0.00

Capital Costs

Regina Bypass RFP ‐ Schedule 3 Part 2 ‐ Appendix B ‐ Project Cost Reporting.xlsx Page 7

Completion Payments

Total Project Capital Costs $0.00

Milestone Capital Costs (as defined in RFP Schedule 3 part 2)

1 Highway 11 to Dewdney Avenue; $0.00

9 Highway 11 Interchange; $0.00

10 Armour Road Intersection; $0.00

11 9th Avenue North Interchange; $0.00

12 Dewdney Avenue Interchange; $0.00

13 Rotary Avenue Interchange; $0.00

19 Pilot Butte Interchange; $0.00

24 Flyover over the CN railway mainline between Dewdney Avenue and 9th Avenue; $0.00

25 Service Road west of Regina Bypass between Highway 11 and Armour Road; $0.0026 26. Service Road east of Regina Bypass between Highway 11 and Armour Road; $0.00

2 Dewdney Avenue to Highway 1 (segment between CP overpass and Dewdney Avenue); $0.00

14 Hill Avenue intersection; $0.0034 Last Mountain railway at-grade crossing; $0.00

15 Highway 1 west interchange (only a few select ramps will be required); $0.00

7 Service road north of Highway 1 east from Tower Road to east of Pilot Butte access interchange; $0.00

8 Service road south of Highway 1 east from Tower Road to Emerald Park; and $0.00

33 Service road east of Regina bypass between Highway 33 and Highway 1 east parallel to Tower Road. $0.00

Milestone Capital Costs $0.00

Phase One Milestone Payment $0.00

Substantial Completion Payment $0.00

1

SCHEDULE 3 – SUBMISSION REQUIREMENTS

PART 3 – SUBMISSION FORMAT REQUIREMENTS

A. Initial Technical Submission and Proposal format

Initial Technical Submissions and Proposals are to be submitted in English in both printed copy and

electronic copy. In the event of any conflict or inconsistency between the printed copy and the electronic

copy of an Initial Technical Submission or Proposal, the printed copy shall take precedence.

B. Format for printed copies

The printed copies of each Initial Technical submission and Proposal should adhere to the following

format:

• double-sided on 8.5” x 11” paper and contained in standard three-ring binders (using file dividers for each section) or alternate secure binding where appropriate;

• single sided 11” x 17” may be used where appropriate (i.e. for organization charts, schedules, etc.). 11" x 17" format drawings illustrating the design concept may be bound with the explanatory text;

• numbering placed in the following format "Copy x of x", and on the cover of each binder or bound component of the Initial Technical Submission and the Proposal;

• single spaced black text, not smaller than 12-point font, except in tables and figures where size 11-point font is acceptable;

• sequentially numbered pages in each section of each Initial Technical Submission and Proposal, with a numbering system that includes the section number and the page number, such that loose sheets may be easily re-inserted into the correct place;

• table of contents for each Initial Technical Submission and Proposal that includes page numbers, exhibits, tables, attachments and appendices; and

• the Proponent is to limit each component of the Initial Technical Submission and of the Proposal to the maximum number of pages indicated in Parts 1 and 2 to the RFP, as applicable.

The Sponsors reserve the right to exclude pages and/or sections from Initial Technical Submissions and

Proposals that do not meet the above-noted requirements.

C. Format for Electronic Copies

Proponents are required to submit electronic copies of their Initial Technical Submission and Proposal in

both PDF and editable formats.

Each Section of the Initial Technical Submission and the Proposal shall be provided as a separate

electronic file. Appendices shall also be included as separate electronic files. Full page summary charts

and plans may be duplicated and provided in a separate file as well as inserted in the body of the

applicable section of the Technical Submission and Proposal.

2

The font for electronic submissions shall be single spaced black text on a white background not smaller

than 12-point font, except in tables and figures where size 11-point font is acceptable.

The electronic copies of the Initial Technical Submission and Proposal shall adhere to the following

format:

In PDF Format:

• Clearly marked USB format “memory” sticks should be provided in PDF format; and • the name of the Project, the name of the Proponent and the numbering of the USB format “memory”

sticks (as applicable) should appear on the case of each USB format “memory” stick (as applicable) and on the USB format “memory” stick (as applicable).

In Editable Format:

• Clearly marked USB format “memory” sticks should be provided in a file format that can be edited (if applicable);

• the name of the Project, the name of the Proponent and the numbering of the USB format “memory” sticks (as applicable) should appear on the case of each USB format “memory” stick (as applicable) and on the USB format “memory” stick (as applicable); and

• file formats that are required for specific components of the Initial Technical Submission and the Proposal are to be included on the USB format “memory” stick (as applicable) in the format indicated below:

File format Software Package

Text Documents Microsoft Word (Version 2007XP or 2010)

Spreadsheets Microsoft Excel (Version 2007XP or 2010)

Works Schedule Primavera 6.0 – Critical Path Method Network or Microsoft Project (Version 2007XP or 2010)

Roadway, Drainage, Geotechnical and Structural Design drawings, etc.

Adobe PDF

3

D. Number of Copies

For printed copies, the Proponent is to submit:

Initial Technical Submission

• one (1) signed original marked "Original Copy" and eight (8) copies.

Proposal

• one (1) signed original marked "Original Copy" and four (4) copies of Part A – Proposal Submission Form (Schedule 4 to the RFP) and a Proponent Team Member Declaration for each Proponent Team Member (Schedule 5 to the RFP);

• one (1) signed original marked "Original Copy" and five (5) copies of Part B – Technical Submission Information. Drawings may be submitted as A3 – 11x17 format;

• one (1) signed original marked "Original Copy" and four (4) copies of Part C – Financial Submission Information and the Price Submission Form (Schedule 6 to the RFP) and the Financial Submission Information. Printed copies of the Financial Model are not required; and

• one (1) signed original marked "Original Copy" and five (5) copies of Part D – Early Works Agreement.

For electronic copies, for the Initial Technical Submission and each Part of the Proposal, the Proponent is

to submit:

In PDF Format:

• three (3) complete USB format “memory” sticks or sets of USB format “memory” sticks.

In Editable Format:

• three (3) complete USB format “memory” sticks or sets of USB format “memory” sticks. In addition each Proponent should submit an additional USB format “memory” stick with Part D of the Proposal containing only the Financial Model in editable format (Microsoft Excel (Version 2007XP or 2010)) and marked “Financial Model - Original Copy”. Copies of the Financial Model should still be included on other electronic copies containing Part D.

E. Packaging

All boxes or other packages containing the Initial Technical Submission or the Proposal should be clearly

and legibly identified and marked with:

• “Regina Bypass Project, Response to Request for Proposals” • “Initial Technical Submission” or “Technical Proposal” or “Financial Proposal” as applicable • Name of the Contact Person • Address for Submission • Proponent’s Name • Box [•] of [•] All printed and electronic copies of Part C of the Proposal (including the Financial Submission Information and Price Submission Form) shall be submitted within a single separate sealed box or envelope clearly

4

labelled “RFP Reference Number: SB132-RFP, Part C – Financial Submission Information” and the Proponent’s Name.

F. General Organization of the Initial Technical Submission and Proposal

To facilitate the review and evaluation of the Initial Technical submission and the Proposal by the

Sponsors, the Proponent shall provide the information requested in each of the Initial Technical

Submission and the Proposal under the same headings and numbers as used in the Submission

Requirements.

If information is relevant to more than one heading or numbered section in the Submission Requirements,

the Proponent shall ensure that the information is duplicated in each relevant section. Otherwise, the

Proponent assumes the risk that, in evaluating a particular Evaluation Category, relevant information

found elsewhere in the Proposal may be overlooked by the Sponsors. Responses in Parts A and B of the

Proposal must not rely on cross references to information provided within Part C of the Proposal.

The Proponent may, when possible, use drawings, illustrations and diagrams to emphasize or explain a

component of Its Initial Technical Submission and Proposal.

1

SCHEDULE 4 – PROPOSAL SUBMISSION FORM

TO: SaskBuilds Corporation, 720 - 1855 Victoria Avenue, Regina SK S4P 3T2

ATTENTION: Ruby Dhillon, Contact Person, Regina Bypass Project

NAME OF

PROJECT:

Regina Bypass Project

NAME OF

PROPONENT:

[Insert name of Proponent]

DATE: [Proponent to fill in Date]

PROPONENT’S OFFER

In consideration of the Sponsors’ evaluation of our Proposal in accordance with the RFP Documents and for other

good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, we hereby agree as

follows:

1.0 Definitions

Unless otherwise defined in this Proposal Submission Form, capitalized terms and expressions used in this Proposal

Submission Form have the meanings given to them in the RFP Documents.

2.0 Representations And Warranties

The Proponent represents and warrants as follows:

(1) Except to the extent that we have sought and received written approval in accordance with RFP Section 3.6,

there have been no changes to the Proponent, Proponent Team Members, proposed subcontractors, RFQ Key

Individuals or other parties identified in our RFQ Submission.

(2) There have been no changes in circumstance that could have a material adverse effect on an Identified

Proponent Party in a way which could impair our ability to perform the obligations under the Project Agreement.

(3) Except for those actions, suits or proceedings disclosed in our RFQ Submission or disclosed herein, there are no

actions, suits or proceedings pending that could have a material adverse effect on our ability to carry out the Project

or, to the best of our knowledge after reasonable inquiry, threatened against us or any Proponent Team Member and

we are not aware of any ground on which such an action, suit or proceeding might be commenced.

(4) Actions, suits or proceedings not disclosed previously are as follows:

[Note: Add additional lines if necessary.]

2

1.

2.

3.

(5) We have not and, to the best of our knowledge, our Proponent Team Members and Advisors have not engaged

in any form of political or other lobbying, of any kind whatsoever, to influence the outcome of this RFP Process in

contravention of RFP Section 3.3.2.

(6) We have and, to the best of our knowledge, our Proponent Team Members and Advisors have complied fully with

RFP Section 3.3.4. We confirm that:

(a) we have not contrary to Applicable Law or otherwise, discussed or communicated, directly or indirectly, with any other Proponent, Proponent Team Member, or any of their respective Advisors, directors, officers, employees and representatives, any information whatsoever regarding the preparation, content or representation of our own Initial Technical Submission or Proposal or the Initial Technical Submission or Proposal of any other Proponent; and

(b) we have prepared and submitted our Proposal independently and without connection, knowledge, comparison of information or arrangement, direct or indirect, with any other Proponent.

(7) We have and, to the best of our knowledge, our Proponent Team Members and Advisors have complied fully with

RFP Sections 3.3.3, 3.8.3, 3.8.4(2) and the provisions of any confidentiality agreement entered into in connection with

the RFP Process.

(8) Except as listed in Section 5 of this Proposal Submission Form, we:

(c) have not received Confidential Information of the Sponsors or the Government of Saskatchewan that is relevant to the Project and that was not received through this RFP Process from the Sponsors; and

(d) do not have an actual or perceived Conflict of Interest in respect of this Project.

(9) At the time of submitting our Proposal, the Proponent and each Proponent Team Member is in full compliance

with all tax statutes administered by the Ministry of Finance for Saskatchewan and that, in particular, all returns

required to be filed under all provincial tax statutes have been paid or satisfactory arrangements for their payment

have been made and maintained.

(10) Our Proposal is based on and relies solely upon our own examinations, knowledge, information, judgement, and

investigations and not upon any statement, representation, investigation or information made or provided by the

Sponsors or the Government of Saskatchewan whether provided in the Data Room or in any other way whatsoever.

(11) We have made ourselves familiar with all existing collective agreements, pension requirements, applicable

labour provincial legislation and jurisprudence and rulings of the Saskatchewan Labour Relations Board as they

relate to or may affect the performance, including cost of performance, of the Project Agreement.

(12) We have obtained tax advice from our own advisors and experts, including obtaining any advance

interpretations or rulings that we consider appropriate or necessary in relation to the Project or Project Agreement.

3

3.0 RFP Terms And Conditions Binding

(1) By submitting this offer the Proponent and the Proponent Team Members agree to be bound by and to comply

with the terms and conditions of the RFP Documents and acknowledge and agree that if we submit a Proposal

without material deviations (or the Sponsors choose to waive a material deviation), in accordance with the RFP

Documents requirements, a “bidding contract” (often referred to as Contract A) is created between the Proponent and

the Sponsors. The terms and conditions of the “bidding” contract are set out in the RFP.

(2) We acknowledge and agree that our Proposal is irrevocable in accordance with the terms and conditions of the

RFP Documents.

(3) We confirm that our Proposal is based on the terms and conditions of the RFP Documents and that our price, as

set out in our Price Submission Form is based on the RFP Documents. We acknowledge and agree that the

Sponsors may, in their sole discretion, accept our Proposal as submitted without negotiation or revision and without

acceptance of any variances.

(4) We confirm that we have examined the RFP Documents in detail and confirm that we have received all pages of

all documents constituting the RFP Documents.

(5) We confirm that we have made all necessary inquiries with respect to Addenda issued by the Sponsors, if any,

and have ensured that we have received all Addenda to the RFP Documents that were issued.

(6) We confirm that our Financial Submission fully conforms with Section 2.0 of Part C of Part 2 of Schedule 3 of the

RFP without deviation.

4.0 Successful Proponent

(1) We acknowledge and agree that if we are identified as the Successful Proponent in accordance with RFP Section

9.1, we will provide the Letter of Credit to the Sponsors in accordance with RFP Section 10.1 and provide all

documentation otherwise required by RFP Section 10.

5.0 Conflicts of Interest

(1) We confirm that, to the best of our knowledge, the following list represents a complete list of actual or potential

Conflicts of Interest:

Name of Party Details of Conflict of Interest

4

(2) We confirm that the following individuals participated in the preparation of our Proposal:

Name of Party Business Address and Telephone Number

(3) We confirm that, except as listed in the chart in this section or as provided by the Sponsors during this RFP

Process, we have not had access to Confidential Information of the Government of Saskatchewan or either Sponsor.

Type of Confidential Information Name of Sponsor or Government Ministry or Agency

IN WITNESS WHEREOF the Proponent has executed this Proposal Submission Form as of the date first above written.

[NAME OF PROPONENT]

Per:

Name:

Title:

Per:

Name:

Title:

I/We have authority to bind the Proponent.

[NTD: THE PROPONENT MUST SIGN THE PROPOSAL SUBMISSION FORM IN A MANNER WHICH LEGALLY BINDS THE PROPONENT. THE PROPONENT MAY ADJUST THE NUMBER OF SIGNING LINES AS REQUIRED.]

_____________________________________________________________________________________________________________________ CONFIDENTIAL Page 1

SCHEDULE 5 - PROPONENT TEAM MEMBER DECLARATION

[Note: The Proponent must submit a Proponent Team Member Declaration for each Proponent Team Member.]

TO: SaskBuilds Corporation, 720 - 1855 Victoria Avenue, Regina SK S4P 3T2

ATTENTION: Ruby Dhillon, Contact Person, Regina Bypass Project

NAME OF

PROJECT:

Regina Bypass Project

NAME OF

PROPONENT:

[Insert name of Proponent.]

DATE: [Proponent to fill in Date.]

1.0 Definitions

Unless otherwise defined in this Proponent Team Member Declaration, capitalized terms and expressions used in

this Proponent Team Member Declaration have the meanings given to them in the RFP Documents.

2.0 Representations and Warranties

The Proponent Team Member represents and warrants as follows:

(1) We have not engaged in any form of political or other lobbying, of any kind whatsoever, to influence the outcome

of this RFP Process in contravention of RFP Section 3.3.2.

(2) We have complied fully with RFP Section 3.3.4. We confirm that:

(a) we have not contrary to Applicable Law or otherwise, discussed or communicated, directly or indirectly, with any other Proponent, Proponent Team Member, or any of their respective Advisors, directors, officers, employees and representatives, any information whatsoever regarding the preparation, content or representation of our own Initial Technical Submission or Proposal or the Initial Technical Submission or Proposal of any other Proponent; and

(b) we have assisted with the preparation and submission of the Proposal independently and without connection, knowledge, comparison of information or arrangement, direct or indirect, with any other Proponent.

(3) Except for those actions, suits or proceedings disclosed in the RFQ Submission or disclosed herein, there are no

actions, suits or proceedings pending that could have a material adverse effect on our ability to carry out the Project

or, to the best of our knowledge after reasonable inquiry, threatened against us and we are not aware of any ground

on which such an action, suit or proceeding might be commenced.

CONFIDENTIAL Page 2

(4) Actions, suits or proceedings not disclosed previously are as follows:

[Note: Add additional lines if necessary.]

1.

2.

3.

(5) We have complied fully with RFP Sections 3.3.3, 3.8.3, 3.8.4(2) and the provisions of any confidentiality

agreement entered into in connection with the RFP Process.

(6) Except as listed in Section 4.0 of this Proponent Team Member Declaration, we:

(a) have not received Confidential Information of the Sponsors or Government of Saskatchewan that is relevant to the Project and that was not received through this RFP Process from the Sponsors; and

(b) do not have an actual or perceived Conflict of Interest in respect of this Project.

3.0 RFP Terms and Conditions Binding

(1) We agree to be bound by and to comply with the terms and conditions of the RFP Documents.

(2) We confirm that we have examined the RFP Documents in detail and confirm that we have received all pages of

all documents constituting the RFP Documents.

4.0 Conflicts of Interest

(1) We confirm that, to the best of our knowledge, the following list represents a complete list of actual or potential

Conflicts of Interest:

Name of Party Details of Conflict of Interest

CONFIDENTIAL Page 3

(2) We confirm that the following individuals participated in the preparation of the Proposal:

Name of Party Business Address and Telephone Number

(3) We confirm that, except as listed in the chart in this section or as provided by the Sponsors during this RFP

Process, we have not had access to Confidential Information of the Government of Saskatchewan or the Sponsors:

Type of Confidential Information Name of Sponsor or Government Ministry or Agency

IN WITNESS WHEREOF the Proponent Team Member has executed this Proposal Submission Form as of the date first above written.

[NAME OF PROPONENT TEAM MEMBER]

Per:

Name:

Title:

Per:

Name:

Title:

I/We have authority to bind the Proponent Team Member.

SCHEDULE 6 – PRICE SUBMISSION FORM

The Regina Bypass Project 

RFP ‐ Schedule 6 ‐ Price Form 

Instructions

Worksheet Instructions to Proponents

Assumptions > Proponents must not make any entries this tab

O&M Payments> Proponents must enter the relevant Monthly O&M Interim Services Payments in the yellow highlighted cells in accordance with Section 2.17 of Part C of 

RFP Schedule 3 Part 2

SCPs> Proponents must enter the Milestone Capital Costs in cell C10 in accordance with Section 2.18 of Part C of RFP Schedule 3 Part 2

> Proponents must enter the Total Project Capital Costs in cell C11 in accordance with Section 2.19 of Part C of RFP Schedule 3 Part 2

SP

> Proponents must enter the monthly Capital Payment (CP) in Real Dollars in the yellow highlighted in cell E10

> Proponents must enter the monthly O&M Payment (OMP) in Real Dollars in the yellow highlighted in cell E11

> Proponents must enter the Rehabilitation Payment (RP) in Real Dollars in the yellow highlighted in cells in column I

NPV Summary > Proponents must not make any entries this tab

ESC > Proponents must not make any entries this tab

The Regina Bypass Project 

RFP ‐ Schedule 6 ‐ Price Form 

Assumptions 

1. Assumptions

1.1 Dates

Base Date 29‐Jul‐2015 BaseDate

Financial Close 29‐Jul‐2015 FinCloseDate

Phase One Substantial Completion Date 31‐Oct‐2017 PhaseOneSubstCompDate

Substantial Completion Date 31‐Oct‐2019 SubstCompDate

Contract length in years 30

Contract Expiration 31‐Oct‐2049 ContractExp

Inflation Base Date  01‐Apr‐2015 Inflation_Base_Date

1.2 Rates

Discount Rate 3.8 % DiscountRate

Annual Escalation Factor (ESC) 2.0 % ESC

End of sheet

The Regina Bypass Project 

RFP ‐ Schedule 6 ‐ Price Form 

O&M Payments 

1. O&M Payments 

From To

Monthly O&M Interim Services Payment 

related to the Existing Bypass 

Infrastructure for the period after the 

O&M Handover Date and prior to 

Substantial Completion 

Monthly O&M Interim Services Payment 

related to the Phase One Infrastructure 

for the period after Phase One Substantial 

Completion Date and prior to Substantial 

Completion

Monthly O&M Interim Services Payment 

permissable under Schedule 28 of the 

Project Agreement and not covered in (A) 

or (B)

Total Monthly O&M Interim Services 

Payment for  the Project Co. Interim 

Maintenance Period

(A) (B) (C) (D = A + B + C)

XNPV $0.00 $0.00 $0.00 $0.00

29‐Jul‐2015 $0.00 $0.00 $0.00 $0.00

29‐Jul‐2015 31‐Jul‐2015 $0.00 $0.00 $0.00 $0.00

01‐Aug‐2015 31‐Aug‐2015 $0.00 $0.00 $0.00 $0.00

01‐Sep‐2015 30‐Sep‐2015 $0.00 $0.00 $0.00 $0.00

01‐Oct‐2015 31‐Oct‐2015 $0.00 $0.00 $0.00 $0.00

01‐Nov‐2015 30‐Nov‐2015 $0.00 $0.00 $0.00 $0.00

01‐Dec‐2015 31‐Dec‐2015 $0.00 $0.00 $0.00 $0.00

01‐Jan‐2016 31‐Jan‐2016 $0.00 $0.00 $0.00 $0.00

01‐Feb‐2016 29‐Feb‐2016 $0.00 $0.00 $0.00 $0.00

01‐Mar‐2016 31‐Mar‐2016 $0.00 $0.00 $0.00 $0.00

01‐Apr‐2016 30‐Apr‐2016 $0.00 $0.00 $0.00 $0.00

01‐May‐2016 31‐May‐2016 $0.00 $0.00 $0.00 $0.00

01‐Jun‐2016 30‐Jun‐2016 $0.00 $0.00 $0.00 $0.00

01‐Jul‐2016 31‐Jul‐2016 $0.00 $0.00 $0.00 $0.00

01‐Aug‐2016 31‐Aug‐2016 $0.00 $0.00 $0.00 $0.00

01‐Sep‐2016 30‐Sep‐2016 $0.00 $0.00 $0.00 $0.00

01‐Oct‐2016 31‐Oct‐2016 $0.00 $0.00 $0.00 $0.00

01‐Nov‐2016 30‐Nov‐2016 $0.00 $0.00 $0.00 $0.00

01‐Dec‐2016 31‐Dec‐2016 $0.00 $0.00 $0.00 $0.00

01‐Jan‐2017 31‐Jan‐2017 $0.00 $0.00 $0.00 $0.00

01‐Feb‐2017 28‐Feb‐2017 $0.00 $0.00 $0.00 $0.00

01‐Mar‐2017 31‐Mar‐2017 $0.00 $0.00 $0.00 $0.00

01‐Apr‐2017 30‐Apr‐2017 $0.00 $0.00 $0.00 $0.00

01‐May‐2017 31‐May‐2017 $0.00 $0.00 $0.00 $0.00

01‐Jun‐2017 30‐Jun‐2017 $0.00 $0.00 $0.00 $0.00

01‐Jul‐2017 31‐Jul‐2017 $0.00 $0.00 $0.00 $0.00

01‐Aug‐2017 31‐Aug‐2017 $0.00 $0.00 $0.00 $0.00

01‐Sep‐2017 30‐Sep‐2017 $0.00 $0.00 $0.00 $0.00

01‐Oct‐2017 31‐Oct‐2017 $0.00 $0.00 $0.00 $0.00

01‐Nov‐2017 30‐Nov‐2017 $0.00 $0.00 $0.00 $0.00

01‐Dec‐2017 31‐Dec‐2017 $0.00 $0.00 $0.00 $0.00

01‐Jan‐2018 31‐Jan‐2018 $0.00 $0.00 $0.00 $0.00

01‐Feb‐2018 28‐Feb‐2018 $0.00 $0.00 $0.00 $0.00

01‐Mar‐2018 31‐Mar‐2018 $0.00 $0.00 $0.00 $0.00

01‐Apr‐2018 30‐Apr‐2018 $0.00 $0.00 $0.00 $0.00

01‐May‐2018 31‐May‐2018 $0.00 $0.00 $0.00 $0.00

01‐Jun‐2018 30‐Jun‐2018 $0.00 $0.00 $0.00 $0.00

01‐Jul‐2018 31‐Jul‐2018 $0.00 $0.00 $0.00 $0.00

01‐Aug‐2018 31‐Aug‐2018 $0.00 $0.00 $0.00 $0.00

01‐Sep‐2018 30‐Sep‐2018 $0.00 $0.00 $0.00 $0.00

01‐Oct‐2018 31‐Oct‐2018 $0.00 $0.00 $0.00 $0.00

01‐Nov‐2018 30‐Nov‐2018 $0.00 $0.00 $0.00 $0.00

01‐Dec‐2018 31‐Dec‐2018 $0.00 $0.00 $0.00 $0.00

01‐Jan‐2019 31‐Jan‐2019 $0.00 $0.00 $0.00 $0.00

01‐Feb‐2019 28‐Feb‐2019 $0.00 $0.00 $0.00 $0.00

01‐Mar‐2019 31‐Mar‐2019 $0.00 $0.00 $0.00 $0.00

01‐Apr‐2019 30‐Apr‐2019 $0.00 $0.00 $0.00 $0.00

01‐May‐2019 31‐May‐2019 $0.00 $0.00 $0.00 $0.00

01‐Jun‐2019 30‐Jun‐2019 $0.00 $0.00 $0.00 $0.00

01‐Jul‐2019 31‐Jul‐2019 $0.00 $0.00 $0.00 $0.00

01‐Aug‐2019 31‐Aug‐2019 $0.00 $0.00 $0.00 $0.00

01‐Sep‐2019 30‐Sep‐2019 $0.00 $0.00 $0.00 $0.00

01‐Oct‐2019 31‐Oct‐2019 $0.00 $0.00 $0.00 $0.00

End of sheet

The Regina Bypass Project 

RFP ‐ Schedule 6 ‐ Price Form 

Substantial Completion Payments

1. Substantial Completion Payments

Milestone Capital Costs $0.00

Total Project Capital Costs $0.00

Phase One Substantial 

Completion Date31‐Oct‐2017

Phase One Substantial 

Completion Payment 

$0.00

 Substantial Completion Date 31‐Oct‐2019

 Substantial Completion Payment $0.00

From ToPhase One Substantial 

Completion Payment 

 Substantial Completion 

Payment 

XNPV $0.00 $0.00

29‐Jul‐2015 29‐Jul‐2015 $0.00 $0.00

29‐Jul‐2015 31‐Jul‐2015 $0.00 $0.00

01‐Aug‐2015 31‐Aug‐2015 $0.00 $0.00

01‐Sep‐2015 30‐Sep‐2015 $0.00 $0.00

01‐Oct‐2015 31‐Oct‐2015 $0.00 $0.00

01‐Nov‐2015 30‐Nov‐2015 $0.00 $0.00

01‐Dec‐2015 31‐Dec‐2015 $0.00 $0.00

01‐Jan‐2016 31‐Jan‐2016 $0.00 $0.00

01‐Feb‐2016 29‐Feb‐2016 $0.00 $0.00

01‐Mar‐2016 31‐Mar‐2016 $0.00 $0.00

01‐Apr‐2016 30‐Apr‐2016 $0.00 $0.00

01‐May‐2016 31‐May‐2016 $0.00 $0.00

01‐Jun‐2016 30‐Jun‐2016 $0.00 $0.00

01‐Jul‐2016 31‐Jul‐2016 $0.00 $0.00

01‐Aug‐2016 31‐Aug‐2016 $0.00 $0.00

01‐Sep‐2016 30‐Sep‐2016 $0.00 $0.00

01‐Oct‐2016 31‐Oct‐2016 $0.00 $0.00

01‐Nov‐2016 30‐Nov‐2016 $0.00 $0.00

01‐Dec‐2016 31‐Dec‐2016 $0.00 $0.00

01‐Jan‐2017 31‐Jan‐2017 $0.00 $0.00

01‐Feb‐2017 28‐Feb‐2017 $0.00 $0.00

01‐Mar‐2017 31‐Mar‐2017 $0.00 $0.00

01‐Apr‐2017 30‐Apr‐2017 $0.00 $0.00

01‐May‐2017 31‐May‐2017 $0.00 $0.00

01‐Jun‐2017 30‐Jun‐2017 $0.00 $0.00

01‐Jul‐2017 31‐Jul‐2017 $0.00 $0.00

01‐Aug‐2017 31‐Aug‐2017 $0.00 $0.00

01‐Sep‐2017 30‐Sep‐2017 $0.00 $0.00

01‐Oct‐2017 31‐Oct‐2017 $0.00 $0.00

01‐Nov‐2017 30‐Nov‐2017 $0.00 $0.00

01‐Dec‐2017 31‐Dec‐2017 $0.00 $0.00

01‐Jan‐2018 31‐Jan‐2018 $0.00 $0.00

01‐Feb‐2018 28‐Feb‐2018 $0.00 $0.00

01‐Mar‐2018 31‐Mar‐2018 $0.00 $0.00

01‐Apr‐2018 30‐Apr‐2018 $0.00 $0.00

01‐May‐2018 31‐May‐2018 $0.00 $0.00

01‐Jun‐2018 30‐Jun‐2018 $0.00 $0.00

01‐Jul‐2018 31‐Jul‐2018 $0.00 $0.00

01‐Aug‐2018 31‐Aug‐2018 $0.00 $0.00

01‐Sep‐2018 30‐Sep‐2018 $0.00 $0.00

01‐Oct‐2018 31‐Oct‐2018 $0.00 $0.00

01‐Nov‐2018 30‐Nov‐2018 $0.00 $0.00

01‐Dec‐2018 31‐Dec‐2018 $0.00 $0.00

01‐Jan‐2019 31‐Jan‐2019 $0.00 $0.00

01‐Feb‐2019 28‐Feb‐2019 $0.00 $0.00

01‐Mar‐2019 31‐Mar‐2019 $0.00 $0.00

01‐Apr‐2019 30‐Apr‐2019 $0.00 $0.00

01‐May‐2019 31‐May‐2019 $0.00 $0.00

01‐Jun‐2019 30‐Jun‐2019 $0.00 $0.00

01‐Jul‐2019 31‐Jul‐2019 $0.00 $0.00

01‐Aug‐2019 31‐Aug‐2019 $0.00 $0.00

01‐Sep‐2019 30‐Sep‐2019 $0.00 $0.00

01‐Oct‐2019 31‐Oct‐2019 $0.00 $0.00

End of sheet

The Regina Bypass Project 

RFP ‐ Schedule 6 ‐ Price Form

Service Payments

1. Service Payments

Service Payment in Base Date Dollars  Service Payment in Nominal Dollars 

Monthly Capital Payment  $0.00

Monthly O&M Payment  $0.00

Flags

Contract Month From  ToCP

(in Base Date dollars)

OMP

(in Base Date dollars)

RP

(in Base Date dollars)

SP

(in Base Date dollars)Contract Month From  To

CP

(Nominal dollars)

OMP

(Nominal dollars)

RP

(Nominal dollars)

SP

(Nominal dollars)ESCn

Maintenance 

Term FlagDates Base Date

Substantial Completion 

DateTime flag

Substantial Completion 

DateLookUp Value

Months in period of 

payment

XNPV $0 $0 $0 $0 XNPV $0 $0 $0 $0

Nominal  $0 $0 $0 $0 Nominal  $0 $0 $0 $0

0 29‐Jul‐2015 29‐Jul‐2015 $0.00 $0.00 $0.00 $0.00 0 29‐Jul‐2015 29‐Jul‐2015 $0.00 $0.00 $0.00 $0.00 1.0000 0 29‐Jul‐2015 1 0 1 0 20154 0.0

0 01‐Aug‐2015 31‐Aug‐2015 $0.00 $0.00 $0.00 $0.00 0 01‐Aug‐2015 31‐Aug‐2015 $0.00 $0.00 $0.00 $0.00 1.0000 0 01‐Aug‐2015 1 0 1 0 20154 0.0

0 01‐Sep‐2015 30‐Sep‐2015 $0.00 $0.00 $0.00 $0.00 0 01‐Sep‐2015 30‐Sep‐2015 $0.00 $0.00 $0.00 $0.00 1.0000 0 01‐Sep‐2015 1 0 1 0 20154 0.0

0 01‐Oct‐2015 31‐Oct‐2015 $0.00 $0.00 $0.00 $0.00 0 01‐Oct‐2015 31‐Oct‐2015 $0.00 $0.00 $0.00 $0.00 1.0000 0 01‐Oct‐2015 1 0 1 0 20154 0.0

0 01‐Nov‐2015 30‐Nov‐2015 $0.00 $0.00 $0.00 $0.00 0 01‐Nov‐2015 30‐Nov‐2015 $0.00 $0.00 $0.00 $0.00 1.0000 0 01‐Nov‐2015 1 0 1 0 20154 0.0

0 01‐Dec‐2015 31‐Dec‐2015 $0.00 $0.00 $0.00 $0.00 0 01‐Dec‐2015 31‐Dec‐2015 $0.00 $0.00 $0.00 $0.00 1.0000 0 01‐Dec‐2015 1 0 1 0 20154 0.0

0 01‐Jan‐2016 31‐Jan‐2016 $0.00 $0.00 $0.00 $0.00 0 01‐Jan‐2016 31‐Jan‐2016 $0.00 $0.00 $0.00 $0.00 1.0000 0 01‐Jan‐2016 1 0 1 0 20154 0.0

0 01‐Feb‐2016 29‐Feb‐2016 $0.00 $0.00 $0.00 $0.00 0 01‐Feb‐2016 29‐Feb‐2016 $0.00 $0.00 $0.00 $0.00 1.0000 0 01‐Feb‐2016 1 0 1 0 20154 0.0

0 01‐Mar‐2016 31‐Mar‐2016 $0.00 $0.00 $0.00 $0.00 0 01‐Mar‐2016 31‐Mar‐2016 $0.00 $0.00 $0.00 $0.00 1.0000 0 01‐Mar‐2016 1 0 1 0 20154 0.0

0 01‐Apr‐2016 30‐Apr‐2016 $0.00 $0.00 $0.00 $0.00 0 01‐Apr‐2016 30‐Apr‐2016 $0.00 $0.00 $0.00 $0.00 1.0200 0 01‐Apr‐2016 1 0 1 0 20164 0.0

0 01‐May‐2016 31‐May‐2016 $0.00 $0.00 $0.00 $0.00 0 01‐May‐2016 31‐May‐2016 $0.00 $0.00 $0.00 $0.00 1.0200 0 01‐May‐2016 1 0 1 0 20164 0.0

0 01‐Jun‐2016 30‐Jun‐2016 $0.00 $0.00 $0.00 $0.00 0 01‐Jun‐2016 30‐Jun‐2016 $0.00 $0.00 $0.00 $0.00 1.0200 0 01‐Jun‐2016 1 0 1 0 20164 0.0

0 01‐Jul‐2016 31‐Jul‐2016 $0.00 $0.00 $0.00 $0.00 0 01‐Jul‐2016 31‐Jul‐2016 $0.00 $0.00 $0.00 $0.00 1.0200 0 01‐Jul‐2016 1 0 1 0 20164 0.0

0 01‐Aug‐2016 31‐Aug‐2016 $0.00 $0.00 $0.00 $0.00 0 01‐Aug‐2016 31‐Aug‐2016 $0.00 $0.00 $0.00 $0.00 1.0200 0 01‐Aug‐2016 1 0 1 0 20164 0.0

0 01‐Sep‐2016 30‐Sep‐2016 $0.00 $0.00 $0.00 $0.00 0 01‐Sep‐2016 30‐Sep‐2016 $0.00 $0.00 $0.00 $0.00 1.0200 0 01‐Sep‐2016 1 0 1 0 20164 0.0

0 01‐Oct‐2016 31‐Oct‐2016 $0.00 $0.00 $0.00 $0.00 0 01‐Oct‐2016 31‐Oct‐2016 $0.00 $0.00 $0.00 $0.00 1.0200 0 01‐Oct‐2016 1 0 1 0 20164 0.0

0 01‐Nov‐2016 30‐Nov‐2016 $0.00 $0.00 $0.00 $0.00 0 01‐Nov‐2016 30‐Nov‐2016 $0.00 $0.00 $0.00 $0.00 1.0200 0 01‐Nov‐2016 1 0 1 0 20164 0.0

0 01‐Dec‐2016 31‐Dec‐2016 $0.00 $0.00 $0.00 $0.00 0 01‐Dec‐2016 31‐Dec‐2016 $0.00 $0.00 $0.00 $0.00 1.0200 0 01‐Dec‐2016 1 0 1 0 20164 0.0

0 01‐Jan‐2017 31‐Jan‐2017 $0.00 $0.00 $0.00 $0.00 0 01‐Jan‐2017 31‐Jan‐2017 $0.00 $0.00 $0.00 $0.00 1.0200 0 01‐Jan‐2017 1 0 1 0 20164 0.0

0 01‐Feb‐2017 28‐Feb‐2017 $0.00 $0.00 $0.00 $0.00 0 01‐Feb‐2017 28‐Feb‐2017 $0.00 $0.00 $0.00 $0.00 1.0200 0 01‐Feb‐2017 1 0 1 0 20164 0.0

0 01‐Mar‐2017 31‐Mar‐2017 $0.00 $0.00 $0.00 $0.00 0 01‐Mar‐2017 31‐Mar‐2017 $0.00 $0.00 $0.00 $0.00 1.0200 0 01‐Mar‐2017 1 0 1 0 20164 0.0

0 01‐Apr‐2017 30‐Apr‐2017 $0.00 $0.00 $0.00 $0.00 0 01‐Apr‐2017 30‐Apr‐2017 $0.00 $0.00 $0.00 $0.00 1.0404 0 01‐Apr‐2017 1 0 1 0 20174 0.0

0 01‐May‐2017 31‐May‐2017 $0.00 $0.00 $0.00 $0.00 0 01‐May‐2017 31‐May‐2017 $0.00 $0.00 $0.00 $0.00 1.0404 0 01‐May‐2017 1 0 1 0 20174 0.0

0 01‐Jun‐2017 30‐Jun‐2017 $0.00 $0.00 $0.00 $0.00 0 01‐Jun‐2017 30‐Jun‐2017 $0.00 $0.00 $0.00 $0.00 1.0404 0 01‐Jun‐2017 1 0 1 0 20174 0.0

0 01‐Jul‐2017 31‐Jul‐2017 $0.00 $0.00 $0.00 $0.00 0 01‐Jul‐2017 31‐Jul‐2017 $0.00 $0.00 $0.00 $0.00 1.0404 0 01‐Jul‐2017 1 0 1 0 20174 0.0

0 01‐Aug‐2017 31‐Aug‐2017 $0.00 $0.00 $0.00 $0.00 0 01‐Aug‐2017 31‐Aug‐2017 $0.00 $0.00 $0.00 $0.00 1.0404 0 01‐Aug‐2017 1 0 1 0 20174 0.0

0 01‐Sep‐2017 30‐Sep‐2017 $0.00 $0.00 $0.00 $0.00 0 01‐Sep‐2017 30‐Sep‐2017 $0.00 $0.00 $0.00 $0.00 1.0404 0 01‐Sep‐2017 1 0 1 0 20174 0.0

0 01‐Oct‐2017 31‐Oct‐2017 $0.00 $0.00 $0.00 $0.00 0 01‐Oct‐2017 31‐Oct‐2017 $0.00 $0.00 $0.00 $0.00 1.0404 0 01‐Oct‐2017 1 0 1 0 20174 0.0

0 01‐Nov‐2017 30‐Nov‐2017 $0.00 $0.00 $0.00 $0.00 0 01‐Nov‐2017 30‐Nov‐2017 $0.00 $0.00 $0.00 $0.00 1.0404 0 01‐Nov‐2017 1 0 1 0 20174 0.0

0 01‐Dec‐2017 31‐Dec‐2017 $0.00 $0.00 $0.00 $0.00 0 01‐Dec‐2017 31‐Dec‐2017 $0.00 $0.00 $0.00 $0.00 1.0404 0 01‐Dec‐2017 1 0 1 0 20174 0.0

0 01‐Jan‐2018 31‐Jan‐2018 $0.00 $0.00 $0.00 $0.00 0 01‐Jan‐2018 31‐Jan‐2018 $0.00 $0.00 $0.00 $0.00 1.0404 0 01‐Jan‐2018 1 0 1 0 20174 0.0

0 01‐Feb‐2018 28‐Feb‐2018 $0.00 $0.00 $0.00 $0.00 0 01‐Feb‐2018 28‐Feb‐2018 $0.00 $0.00 $0.00 $0.00 1.0404 0 01‐Feb‐2018 1 0 1 0 20174 0.0

0 01‐Mar‐2018 31‐Mar‐2018 $0.00 $0.00 $0.00 $0.00 0 01‐Mar‐2018 31‐Mar‐2018 $0.00 $0.00 $0.00 $0.00 1.0404 0 01‐Mar‐2018 1 0 1 0 20174 0.0

0 01‐Apr‐2018 30‐Apr‐2018 $0.00 $0.00 $0.00 $0.00 0 01‐Apr‐2018 30‐Apr‐2018 $0.00 $0.00 $0.00 $0.00 1.0612 0 01‐Apr‐2018 1 0 1 0 20184 0.0

0 01‐May‐2018 31‐May‐2018 $0.00 $0.00 $0.00 $0.00 0 01‐May‐2018 31‐May‐2018 $0.00 $0.00 $0.00 $0.00 1.0612 0 01‐May‐2018 1 0 1 0 20184 0.0

0 01‐Jun‐2018 30‐Jun‐2018 $0.00 $0.00 $0.00 $0.00 0 01‐Jun‐2018 30‐Jun‐2018 $0.00 $0.00 $0.00 $0.00 1.0612 0 01‐Jun‐2018 1 0 1 0 20184 0.0

0 01‐Jul‐2018 31‐Jul‐2018 $0.00 $0.00 $0.00 $0.00 0 01‐Jul‐2018 31‐Jul‐2018 $0.00 $0.00 $0.00 $0.00 1.0612 0 01‐Jul‐2018 1 0 1 0 20184 0.0

0 01‐Aug‐2018 31‐Aug‐2018 $0.00 $0.00 $0.00 $0.00 0 01‐Aug‐2018 31‐Aug‐2018 $0.00 $0.00 $0.00 $0.00 1.0612 0 01‐Aug‐2018 1 0 1 0 20184 0.0

0 01‐Sep‐2018 30‐Sep‐2018 $0.00 $0.00 $0.00 $0.00 0 01‐Sep‐2018 30‐Sep‐2018 $0.00 $0.00 $0.00 $0.00 1.0612 0 01‐Sep‐2018 1 0 1 0 20184 0.0

0 01‐Oct‐2018 31‐Oct‐2018 $0.00 $0.00 $0.00 $0.00 0 01‐Oct‐2018 31‐Oct‐2018 $0.00 $0.00 $0.00 $0.00 1.0612 0 01‐Oct‐2018 1 0 1 0 20184 0.0

0 01‐Nov‐2018 30‐Nov‐2018 $0.00 $0.00 $0.00 $0.00 0 01‐Nov‐2018 30‐Nov‐2018 $0.00 $0.00 $0.00 $0.00 1.0612 0 01‐Nov‐2018 1 0 1 0 20184 0.0

0 01‐Dec‐2018 31‐Dec‐2018 $0.00 $0.00 $0.00 $0.00 0 01‐Dec‐2018 31‐Dec‐2018 $0.00 $0.00 $0.00 $0.00 1.0612 0 01‐Dec‐2018 1 0 1 0 20184 0.0

0 01‐Jan‐2019 31‐Jan‐2019 $0.00 $0.00 $0.00 $0.00 0 01‐Jan‐2019 31‐Jan‐2019 $0.00 $0.00 $0.00 $0.00 1.0612 0 01‐Jan‐2019 1 0 1 0 20184 0.0

0 01‐Feb‐2019 28‐Feb‐2019 $0.00 $0.00 $0.00 $0.00 0 01‐Feb‐2019 28‐Feb‐2019 $0.00 $0.00 $0.00 $0.00 1.0612 0 01‐Feb‐2019 1 0 1 0 20184 0.0

0 01‐Mar‐2019 31‐Mar‐2019 $0.00 $0.00 $0.00 $0.00 0 01‐Mar‐2019 31‐Mar‐2019 $0.00 $0.00 $0.00 $0.00 1.0612 0 01‐Mar‐2019 1 0 1 0 20184 0.0

0 01‐Apr‐2019 30‐Apr‐2019 $0.00 $0.00 $0.00 $0.00 0 01‐Apr‐2019 30‐Apr‐2019 $0.00 $0.00 $0.00 $0.00 1.0824 0 01‐Apr‐2019 1 0 1 0 20194 0.0

0 01‐May‐2019 31‐May‐2019 $0.00 $0.00 $0.00 $0.00 0 01‐May‐2019 31‐May‐2019 $0.00 $0.00 $0.00 $0.00 1.0824 0 01‐May‐2019 1 0 1 0 20194 0.0

0 01‐Jun‐2019 30‐Jun‐2019 $0.00 $0.00 $0.00 $0.00 0 01‐Jun‐2019 30‐Jun‐2019 $0.00 $0.00 $0.00 $0.00 1.0824 0 01‐Jun‐2019 1 0 1 0 20194 0.0

0 01‐Jul‐2019 31‐Jul‐2019 $0.00 $0.00 $0.00 $0.00 0 01‐Jul‐2019 31‐Jul‐2019 $0.00 $0.00 $0.00 $0.00 1.0824 0 01‐Jul‐2019 1 0 1 0 20194 0.0

0 01‐Aug‐2019 31‐Aug‐2019 $0.00 $0.00 $0.00 $0.00 0 01‐Aug‐2019 31‐Aug‐2019 $0.00 $0.00 $0.00 $0.00 1.0824 0 01‐Aug‐2019 1 0 1 0 20194 0.0

0 01‐Sep‐2019 30‐Sep‐2019 $0.00 $0.00 $0.00 $0.00 0 01‐Sep‐2019 30‐Sep‐2019 $0.00 $0.00 $0.00 $0.00 1.0824 0 01‐Sep‐2019 1 0 1 0 20194 0.0

0 01‐Oct‐2019 31‐Oct‐2019 $0.00 $0.00 $0.00 $0.00 0 01‐Oct‐2019 31‐Oct‐2019 $0.00 $0.00 $0.00 $0.00 1.0824 0 01‐Oct‐2019 1 0 1 0 20194 0.0

1 01‐Nov‐2019 30‐Nov‐2019 $0.00 $0.00 $0.00 $0.00 1 01‐Nov‐2019 30‐Nov‐2019 $0.00 $0.00 $0.00 $0.00 1.0824 1 01‐Nov‐2019 0 1 1 1 20194 0.0

2 01‐Dec‐2019 31‐Dec‐2019 $0.00 $0.00 $0.00 $0.00 2 01‐Dec‐2019 31‐Dec‐2019 $0.00 $0.00 $0.00 $0.00 1.0824 1 01‐Dec‐2019 0 1 1 1 20194 0.0

3 01‐Jan‐2020 31‐Jan‐2020 $0.00 $0.00 $0.00 $0.00 3 01‐Jan‐2020 31‐Jan‐2020 $0.00 $0.00 $0.00 $0.00 1.0824 1 01‐Jan‐2020 0 1 1 1 20194 0.0

4 01‐Feb‐2020 29‐Feb‐2020 $0.00 $0.00 $0.00 $0.00 4 01‐Feb‐2020 29‐Feb‐2020 $0.00 $0.00 $0.00 $0.00 1.0824 1 01‐Feb‐2020 0 1 1 1 20194 0.0

5 01‐Mar‐2020 31‐Mar‐2020 $0.00 $0.00 $0.00 $0.00 5 01‐Mar‐2020 31‐Mar‐2020 $0.00 $0.00 $0.00 $0.00 1.0824 1 01‐Mar‐2020 0 1 1 1 20194 0.0

6 01‐Apr‐2020 30‐Apr‐2020 $0.00 $0.00 $0.00 $0.00 6 01‐Apr‐2020 30‐Apr‐2020 $0.00 $0.00 $0.00 $0.00 1.1041 1 01‐Apr‐2020 0 1 1 1 20204 0.0

7 01‐May‐2020 31‐May‐2020 $0.00 $0.00 $0.00 $0.00 7 01‐May‐2020 31‐May‐2020 $0.00 $0.00 $0.00 $0.00 1.1041 1 01‐May‐2020 0 1 1 1 20204 0.0

8 01‐Jun‐2020 30‐Jun‐2020 $0.00 $0.00 $0.00 $0.00 8 01‐Jun‐2020 30‐Jun‐2020 $0.00 $0.00 $0.00 $0.00 1.1041 1 01‐Jun‐2020 0 1 1 1 20204 0.0

9 01‐Jul‐2020 31‐Jul‐2020 $0.00 $0.00 $0.00 $0.00 9 01‐Jul‐2020 31‐Jul‐2020 $0.00 $0.00 $0.00 $0.00 1.1041 1 01‐Jul‐2020 0 1 1 1 20204 0.0

10 01‐Aug‐2020 31‐Aug‐2020 $0.00 $0.00 $0.00 $0.00 10 01‐Aug‐2020 31‐Aug‐2020 $0.00 $0.00 $0.00 $0.00 1.1041 1 01‐Aug‐2020 0 1 1 1 20204 0.0

11 01‐Sep‐2020 30‐Sep‐2020 $0.00 $0.00 $0.00 $0.00 11 01‐Sep‐2020 30‐Sep‐2020 $0.00 $0.00 $0.00 $0.00 1.1041 1 01‐Sep‐2020 0 1 1 1 20204 0.0

12 01‐Oct‐2020 31‐Oct‐2020 $0.00 $0.00 $0.00 $0.00 12 01‐Oct‐2020 31‐Oct‐2020 $0.00 $0.00 $0.00 $0.00 1.1041 1 01‐Oct‐2020 0 1 1 1 20204 0.0

13 01‐Nov‐2020 30‐Nov‐2020 $0.00 $0.00 $0.00 $0.00 13 01‐Nov‐2020 30‐Nov‐2020 $0.00 $0.00 $0.00 $0.00 1.1041 1 01‐Nov‐2020 0 1 1 1 20204 0.0

14 01‐Dec‐2020 31‐Dec‐2020 $0.00 $0.00 $0.00 $0.00 14 01‐Dec‐2020 31‐Dec‐2020 $0.00 $0.00 $0.00 $0.00 1.1041 1 01‐Dec‐2020 0 1 1 1 20204 0.0

15 01‐Jan‐2021 31‐Jan‐2021 $0.00 $0.00 $0.00 $0.00 15 01‐Jan‐2021 31‐Jan‐2021 $0.00 $0.00 $0.00 $0.00 1.1041 1 01‐Jan‐2021 0 1 1 1 20204 0.0

16 01‐Feb‐2021 28‐Feb‐2021 $0.00 $0.00 $0.00 $0.00 16 01‐Feb‐2021 28‐Feb‐2021 $0.00 $0.00 $0.00 $0.00 1.1041 1 01‐Feb‐2021 0 1 1 1 20204 0.0

17 01‐Mar‐2021 31‐Mar‐2021 $0.00 $0.00 $0.00 $0.00 17 01‐Mar‐2021 31‐Mar‐2021 $0.00 $0.00 $0.00 $0.00 1.1041 1 01‐Mar‐2021 0 1 1 1 20204 0.0

18 01‐Apr‐2021 30‐Apr‐2021 $0.00 $0.00 $0.00 $0.00 18 01‐Apr‐2021 30‐Apr‐2021 $0.00 $0.00 $0.00 $0.00 1.1262 1 01‐Apr‐2021 0 1 1 1 20214 0.0

19 01‐May‐2021 31‐May‐2021 $0.00 $0.00 $0.00 $0.00 19 01‐May‐2021 31‐May‐2021 $0.00 $0.00 $0.00 $0.00 1.1262 1 01‐May‐2021 0 1 1 1 20214 0.0

20 01‐Jun‐2021 30‐Jun‐2021 $0.00 $0.00 $0.00 $0.00 20 01‐Jun‐2021 30‐Jun‐2021 $0.00 $0.00 $0.00 $0.00 1.1262 1 01‐Jun‐2021 0 1 1 1 20214 0.0

21 01‐Jul‐2021 31‐Jul‐2021 $0.00 $0.00 $0.00 $0.00 21 01‐Jul‐2021 31‐Jul‐2021 $0.00 $0.00 $0.00 $0.00 1.1262 1 01‐Jul‐2021 0 1 1 1 20214 0.0

22 01‐Aug‐2021 31‐Aug‐2021 $0.00 $0.00 $0.00 $0.00 22 01‐Aug‐2021 31‐Aug‐2021 $0.00 $0.00 $0.00 $0.00 1.1262 1 01‐Aug‐2021 0 1 1 1 20214 0.0

23 01‐Sep‐2021 30‐Sep‐2021 $0.00 $0.00 $0.00 $0.00 23 01‐Sep‐2021 30‐Sep‐2021 $0.00 $0.00 $0.00 $0.00 1.1262 1 01‐Sep‐2021 0 1 1 1 20214 0.0

24 01‐Oct‐2021 31‐Oct‐2021 $0.00 $0.00 $0.00 $0.00 24 01‐Oct‐2021 31‐Oct‐2021 $0.00 $0.00 $0.00 $0.00 1.1262 1 01‐Oct‐2021 0 1 1 1 20214 0.0

25 01‐Nov‐2021 30‐Nov‐2021 $0.00 $0.00 $0.00 $0.00 25 01‐Nov‐2021 30‐Nov‐2021 $0.00 $0.00 $0.00 $0.00 1.1262 1 01‐Nov‐2021 0 1 1 1 20214 0.0

26 01‐Dec‐2021 31‐Dec‐2021 $0.00 $0.00 $0.00 $0.00 26 01‐Dec‐2021 31‐Dec‐2021 $0.00 $0.00 $0.00 $0.00 1.1262 1 01‐Dec‐2021 0 1 1 1 20214 0.0

27 01‐Jan‐2022 31‐Jan‐2022 $0.00 $0.00 $0.00 $0.00 27 01‐Jan‐2022 31‐Jan‐2022 $0.00 $0.00 $0.00 $0.00 1.1262 1 01‐Jan‐2022 0 1 1 1 20214 0.0

28 01‐Feb‐2022 28‐Feb‐2022 $0.00 $0.00 $0.00 $0.00 28 01‐Feb‐2022 28‐Feb‐2022 $0.00 $0.00 $0.00 $0.00 1.1262 1 01‐Feb‐2022 0 1 1 1 20214 0.0

29 01‐Mar‐2022 31‐Mar‐2022 $0.00 $0.00 $0.00 $0.00 29 01‐Mar‐2022 31‐Mar‐2022 $0.00 $0.00 $0.00 $0.00 1.1262 1 01‐Mar‐2022 0 1 1 1 20214 0.0

30 01‐Apr‐2022 30‐Apr‐2022 $0.00 $0.00 $0.00 $0.00 30 01‐Apr‐2022 30‐Apr‐2022 $0.00 $0.00 $0.00 $0.00 1.1487 1 01‐Apr‐2022 0 1 1 1 20224 0.0

31 01‐May‐2022 31‐May‐2022 $0.00 $0.00 $0.00 $0.00 31 01‐May‐2022 31‐May‐2022 $0.00 $0.00 $0.00 $0.00 1.1487 1 01‐May‐2022 0 1 1 1 20224 0.0

32 01‐Jun‐2022 30‐Jun‐2022 $0.00 $0.00 $0.00 $0.00 32 01‐Jun‐2022 30‐Jun‐2022 $0.00 $0.00 $0.00 $0.00 1.1487 1 01‐Jun‐2022 0 1 1 1 20224 0.0

33 01‐Jul‐2022 31‐Jul‐2022 $0.00 $0.00 $0.00 $0.00 33 01‐Jul‐2022 31‐Jul‐2022 $0.00 $0.00 $0.00 $0.00 1.1487 1 01‐Jul‐2022 0 1 1 1 20224 0.0

34 01‐Aug‐2022 31‐Aug‐2022 $0.00 $0.00 $0.00 $0.00 34 01‐Aug‐2022 31‐Aug‐2022 $0.00 $0.00 $0.00 $0.00 1.1487 1 01‐Aug‐2022 0 1 1 1 20224 0.0

35 01‐Sep‐2022 30‐Sep‐2022 $0.00 $0.00 $0.00 $0.00 35 01‐Sep‐2022 30‐Sep‐2022 $0.00 $0.00 $0.00 $0.00 1.1487 1 01‐Sep‐2022 0 1 1 1 20224 0.0

36 01‐Oct‐2022 31‐Oct‐2022 $0.00 $0.00 $0.00 $0.00 36 01‐Oct‐2022 31‐Oct‐2022 $0.00 $0.00 $0.00 $0.00 1.1487 1 01‐Oct‐2022 0 1 1 1 20224 0.0

37 01‐Nov‐2022 30‐Nov‐2022 $0.00 $0.00 $0.00 $0.00 37 01‐Nov‐2022 30‐Nov‐2022 $0.00 $0.00 $0.00 $0.00 1.1487 1 01‐Nov‐2022 0 1 1 1 20224 0.0

38 01‐Dec‐2022 31‐Dec‐2022 $0.00 $0.00 $0.00 $0.00 38 01‐Dec‐2022 31‐Dec‐2022 $0.00 $0.00 $0.00 $0.00 1.1487 1 01‐Dec‐2022 0 1 1 1 20224 0.0

39 01‐Jan‐2023 31‐Jan‐2023 $0.00 $0.00 $0.00 $0.00 39 01‐Jan‐2023 31‐Jan‐2023 $0.00 $0.00 $0.00 $0.00 1.1487 1 01‐Jan‐2023 0 1 1 1 20224 0.0

40 01‐Feb‐2023 28‐Feb‐2023 $0.00 $0.00 $0.00 $0.00 40 01‐Feb‐2023 28‐Feb‐2023 $0.00 $0.00 $0.00 $0.00 1.1487 1 01‐Feb‐2023 0 1 1 1 20224 0.0

41 01‐Mar‐2023 31‐Mar‐2023 $0.00 $0.00 $0.00 $0.00 41 01‐Mar‐2023 31‐Mar‐2023 $0.00 $0.00 $0.00 $0.00 1.1487 1 01‐Mar‐2023 0 1 1 1 20224 0.0

42 01‐Apr‐2023 30‐Apr‐2023 $0.00 $0.00 $0.00 $0.00 42 01‐Apr‐2023 30‐Apr‐2023 $0.00 $0.00 $0.00 $0.00 1.1717 1 01‐Apr‐2023 0 1 1 1 20234 0.0

43 01‐May‐2023 31‐May‐2023 $0.00 $0.00 $0.00 $0.00 43 01‐May‐2023 31‐May‐2023 $0.00 $0.00 $0.00 $0.00 1.1717 1 01‐May‐2023 0 1 1 1 20234 0.0

44 01‐Jun‐2023 30‐Jun‐2023 $0.00 $0.00 $0.00 $0.00 44 01‐Jun‐2023 30‐Jun‐2023 $0.00 $0.00 $0.00 $0.00 1.1717 1 01‐Jun‐2023 0 1 1 1 20234 0.0

45 01‐Jul‐2023 31‐Jul‐2023 $0.00 $0.00 $0.00 $0.00 45 01‐Jul‐2023 31‐Jul‐2023 $0.00 $0.00 $0.00 $0.00 1.1717 1 01‐Jul‐2023 0 1 1 1 20234 0.0

46 01‐Aug‐2023 31‐Aug‐2023 $0.00 $0.00 $0.00 $0.00 46 01‐Aug‐2023 31‐Aug‐2023 $0.00 $0.00 $0.00 $0.00 1.1717 1 01‐Aug‐2023 0 1 1 1 20234 0.0

47 01‐Sep‐2023 30‐Sep‐2023 $0.00 $0.00 $0.00 $0.00 47 01‐Sep‐2023 30‐Sep‐2023 $0.00 $0.00 $0.00 $0.00 1.1717 1 01‐Sep‐2023 0 1 1 1 20234 0.0

48 01‐Oct‐2023 31‐Oct‐2023 $0.00 $0.00 $0.00 $0.00 48 01‐Oct‐2023 31‐Oct‐2023 $0.00 $0.00 $0.00 $0.00 1.1717 1 01‐Oct‐2023 0 1 1 1 20234 0.0

49 01‐Nov‐2023 30‐Nov‐2023 $0.00 $0.00 $0.00 $0.00 49 01‐Nov‐2023 30‐Nov‐2023 $0.00 $0.00 $0.00 $0.00 1.1717 1 01‐Nov‐2023 0 1 1 1 20234 0.0

50 01‐Dec‐2023 31‐Dec‐2023 $0.00 $0.00 $0.00 $0.00 50 01‐Dec‐2023 31‐Dec‐2023 $0.00 $0.00 $0.00 $0.00 1.1717 1 01‐Dec‐2023 0 1 1 1 20234 0.0

51 01‐Jan‐2024 31‐Jan‐2024 $0.00 $0.00 $0.00 $0.00 51 01‐Jan‐2024 31‐Jan‐2024 $0.00 $0.00 $0.00 $0.00 1.1717 1 01‐Jan‐2024 0 1 1 1 20234 0.0

52 01‐Feb‐2024 29‐Feb‐2024 $0.00 $0.00 $0.00 $0.00 52 01‐Feb‐2024 29‐Feb‐2024 $0.00 $0.00 $0.00 $0.00 1.1717 1 01‐Feb‐2024 0 1 1 1 20234 0.0

53 01‐Mar‐2024 31‐Mar‐2024 $0.00 $0.00 $0.00 $0.00 53 01‐Mar‐2024 31‐Mar‐2024 $0.00 $0.00 $0.00 $0.00 1.1717 1 01‐Mar‐2024 0 1 1 1 20234 0.0

54 01‐Apr‐2024 30‐Apr‐2024 $0.00 $0.00 $0.00 $0.00 54 01‐Apr‐2024 30‐Apr‐2024 $0.00 $0.00 $0.00 $0.00 1.1951 1 01‐Apr‐2024 0 1 1 1 20244 0.0

55 01‐May‐2024 31‐May‐2024 $0.00 $0.00 $0.00 $0.00 55 01‐May‐2024 31‐May‐2024 $0.00 $0.00 $0.00 $0.00 1.1951 1 01‐May‐2024 0 1 1 1 20244 0.0

56 01‐Jun‐2024 30‐Jun‐2024 $0.00 $0.00 $0.00 $0.00 56 01‐Jun‐2024 30‐Jun‐2024 $0.00 $0.00 $0.00 $0.00 1.1951 1 01‐Jun‐2024 0 1 1 1 20244 0.0

57 01‐Jul‐2024 31‐Jul‐2024 $0.00 $0.00 $0.00 $0.00 57 01‐Jul‐2024 31‐Jul‐2024 $0.00 $0.00 $0.00 $0.00 1.1951 1 01‐Jul‐2024 0 1 1 1 20244 0.0

58 01‐Aug‐2024 31‐Aug‐2024 $0.00 $0.00 $0.00 $0.00 58 01‐Aug‐2024 31‐Aug‐2024 $0.00 $0.00 $0.00 $0.00 1.1951 1 01‐Aug‐2024 0 1 1 1 20244 0.0

59 01‐Sep‐2024 30‐Sep‐2024 $0.00 $0.00 $0.00 $0.00 59 01‐Sep‐2024 30‐Sep‐2024 $0.00 $0.00 $0.00 $0.00 1.1951 1 01‐Sep‐2024 0 1 1 1 20244 0.0

60 01‐Oct‐2024 31‐Oct‐2024 $0.00 $0.00 $0.00 $0.00 60 01‐Oct‐2024 31‐Oct‐2024 $0.00 $0.00 $0.00 $0.00 1.1951 1 01‐Oct‐2024 0 1 1 1 20244 0.0

61 01‐Nov‐2024 30‐Nov‐2024 $0.00 $0.00 $0.00 $0.00 61 01‐Nov‐2024 30‐Nov‐2024 $0.00 $0.00 $0.00 $0.00 1.1951 1 01‐Nov‐2024 0 1 1 1 20244 0.0

62 01‐Dec‐2024 31‐Dec‐2024 $0.00 $0.00 $0.00 $0.00 62 01‐Dec‐2024 31‐Dec‐2024 $0.00 $0.00 $0.00 $0.00 1.1951 1 01‐Dec‐2024 0 1 1 1 20244 0.0

63 01‐Jan‐2025 31‐Jan‐2025 $0.00 $0.00 $0.00 $0.00 63 01‐Jan‐2025 31‐Jan‐2025 $0.00 $0.00 $0.00 $0.00 1.1951 1 01‐Jan‐2025 0 1 1 1 20244 0.0

64 01‐Feb‐2025 28‐Feb‐2025 $0.00 $0.00 $0.00 $0.00 64 01‐Feb‐2025 28‐Feb‐2025 $0.00 $0.00 $0.00 $0.00 1.1951 1 01‐Feb‐2025 0 1 1 1 20244 0.0

65 01‐Mar‐2025 31‐Mar‐2025 $0.00 $0.00 $0.00 $0.00 65 01‐Mar‐2025 31‐Mar‐2025 $0.00 $0.00 $0.00 $0.00 1.1951 1 01‐Mar‐2025 0 1 1 1 20244 0.0

66 01‐Apr‐2025 30‐Apr‐2025 $0.00 $0.00 $0.00 $0.00 66 01‐Apr‐2025 30‐Apr‐2025 $0.00 $0.00 $0.00 $0.00 1.2190 1 01‐Apr‐2025 0 1 1 1 20254 0.0

67 01‐May‐2025 31‐May‐2025 $0.00 $0.00 $0.00 $0.00 67 01‐May‐2025 31‐May‐2025 $0.00 $0.00 $0.00 $0.00 1.2190 1 01‐May‐2025 0 1 1 1 20254 0.0

68 01‐Jun‐2025 30‐Jun‐2025 $0.00 $0.00 $0.00 $0.00 68 01‐Jun‐2025 30‐Jun‐2025 $0.00 $0.00 $0.00 $0.00 1.2190 1 01‐Jun‐2025 0 1 1 1 20254 0.0

69 01‐Jul‐2025 31‐Jul‐2025 $0.00 $0.00 $0.00 $0.00 69 01‐Jul‐2025 31‐Jul‐2025 $0.00 $0.00 $0.00 $0.00 1.2190 1 01‐Jul‐2025 0 1 1 1 20254 0.0

70 01‐Aug‐2025 31‐Aug‐2025 $0.00 $0.00 $0.00 $0.00 70 01‐Aug‐2025 31‐Aug‐2025 $0.00 $0.00 $0.00 $0.00 1.2190 1 01‐Aug‐2025 0 1 1 1 20254 0.0

71 01‐Sep‐2025 30‐Sep‐2025 $0.00 $0.00 $0.00 $0.00 71 01‐Sep‐2025 30‐Sep‐2025 $0.00 $0.00 $0.00 $0.00 1.2190 1 01‐Sep‐2025 0 1 1 1 20254 0.0

72 01‐Oct‐2025 31‐Oct‐2025 $0.00 $0.00 $0.00 $0.00 72 01‐Oct‐2025 31‐Oct‐2025 $0.00 $0.00 $0.00 $0.00 1.2190 1 01‐Oct‐2025 0 1 1 1 20254 0.0

73 01‐Nov‐2025 30‐Nov‐2025 $0.00 $0.00 $0.00 $0.00 73 01‐Nov‐2025 30‐Nov‐2025 $0.00 $0.00 $0.00 $0.00 1.2190 1 01‐Nov‐2025 0 1 1 1 20254 0.0

74 01‐Dec‐2025 31‐Dec‐2025 $0.00 $0.00 $0.00 $0.00 74 01‐Dec‐2025 31‐Dec‐2025 $0.00 $0.00 $0.00 $0.00 1.2190 1 01‐Dec‐2025 0 1 1 1 20254 0.0

75 01‐Jan‐2026 31‐Jan‐2026 $0.00 $0.00 $0.00 $0.00 75 01‐Jan‐2026 31‐Jan‐2026 $0.00 $0.00 $0.00 $0.00 1.2190 1 01‐Jan‐2026 0 1 1 1 20254 0.0

76 01‐Feb‐2026 28‐Feb‐2026 $0.00 $0.00 $0.00 $0.00 76 01‐Feb‐2026 28‐Feb‐2026 $0.00 $0.00 $0.00 $0.00 1.2190 1 01‐Feb‐2026 0 1 1 1 20254 0.0

77 01‐Mar‐2026 31‐Mar‐2026 $0.00 $0.00 $0.00 $0.00 77 01‐Mar‐2026 31‐Mar‐2026 $0.00 $0.00 $0.00 $0.00 1.2190 1 01‐Mar‐2026 0 1 1 1 20254 0.0

78 01‐Apr‐2026 30‐Apr‐2026 $0.00 $0.00 $0.00 $0.00 78 01‐Apr‐2026 30‐Apr‐2026 $0.00 $0.00 $0.00 $0.00 1.2434 1 01‐Apr‐2026 0 1 1 1 20264 0.0

79 01‐May‐2026 31‐May‐2026 $0.00 $0.00 $0.00 $0.00 79 01‐May‐2026 31‐May‐2026 $0.00 $0.00 $0.00 $0.00 1.2434 1 01‐May‐2026 0 1 1 1 20264 0.0

80 01‐Jun‐2026 30‐Jun‐2026 $0.00 $0.00 $0.00 $0.00 80 01‐Jun‐2026 30‐Jun‐2026 $0.00 $0.00 $0.00 $0.00 1.2434 1 01‐Jun‐2026 0 1 1 1 20264 0.0

81 01‐Jul‐2026 31‐Jul‐2026 $0.00 $0.00 $0.00 $0.00 81 01‐Jul‐2026 31‐Jul‐2026 $0.00 $0.00 $0.00 $0.00 1.2434 1 01‐Jul‐2026 0 1 1 1 20264 0.0

82 01‐Aug‐2026 31‐Aug‐2026 $0.00 $0.00 $0.00 $0.00 82 01‐Aug‐2026 31‐Aug‐2026 $0.00 $0.00 $0.00 $0.00 1.2434 1 01‐Aug‐2026 0 1 1 1 20264 0.0

83 01‐Sep‐2026 30‐Sep‐2026 $0.00 $0.00 $0.00 $0.00 83 01‐Sep‐2026 30‐Sep‐2026 $0.00 $0.00 $0.00 $0.00 1.2434 1 01‐Sep‐2026 0 1 1 1 20264 0.0

84 01‐Oct‐2026 31‐Oct‐2026 $0.00 $0.00 $0.00 $0.00 84 01‐Oct‐2026 31‐Oct‐2026 $0.00 $0.00 $0.00 $0.00 1.2434 1 01‐Oct‐2026 0 1 1 1 20264 0.0

85 01‐Nov‐2026 30‐Nov‐2026 $0.00 $0.00 $0.00 $0.00 85 01‐Nov‐2026 30‐Nov‐2026 $0.00 $0.00 $0.00 $0.00 1.2434 1 01‐Nov‐2026 0 1 1 1 20264 0.0

86 01‐Dec‐2026 31‐Dec‐2026 $0.00 $0.00 $0.00 $0.00 86 01‐Dec‐2026 31‐Dec‐2026 $0.00 $0.00 $0.00 $0.00 1.2434 1 01‐Dec‐2026 0 1 1 1 20264 0.0

87 01‐Jan‐2027 31‐Jan‐2027 $0.00 $0.00 $0.00 $0.00 87 01‐Jan‐2027 31‐Jan‐2027 $0.00 $0.00 $0.00 $0.00 1.2434 1 01‐Jan‐2027 0 1 1 1 20264 0.0

88 01‐Feb‐2027 28‐Feb‐2027 $0.00 $0.00 $0.00 $0.00 88 01‐Feb‐2027 28‐Feb‐2027 $0.00 $0.00 $0.00 $0.00 1.2434 1 01‐Feb‐2027 0 1 1 1 20264 0.0

89 01‐Mar‐2027 31‐Mar‐2027 $0.00 $0.00 $0.00 $0.00 89 01‐Mar‐2027 31‐Mar‐2027 $0.00 $0.00 $0.00 $0.00 1.2434 1 01‐Mar‐2027 0 1 1 1 20264 0.0

90 01‐Apr‐2027 30‐Apr‐2027 $0.00 $0.00 $0.00 $0.00 90 01‐Apr‐2027 30‐Apr‐2027 $0.00 $0.00 $0.00 $0.00 1.2682 1 01‐Apr‐2027 0 1 1 1 20274 0.0

91 01‐May‐2027 31‐May‐2027 $0.00 $0.00 $0.00 $0.00 91 01‐May‐2027 31‐May‐2027 $0.00 $0.00 $0.00 $0.00 1.2682 1 01‐May‐2027 0 1 1 1 20274 0.0

92 01‐Jun‐2027 30‐Jun‐2027 $0.00 $0.00 $0.00 $0.00 92 01‐Jun‐2027 30‐Jun‐2027 $0.00 $0.00 $0.00 $0.00 1.2682 1 01‐Jun‐2027 0 1 1 1 20274 0.0

93 01‐Jul‐2027 31‐Jul‐2027 $0.00 $0.00 $0.00 $0.00 93 01‐Jul‐2027 31‐Jul‐2027 $0.00 $0.00 $0.00 $0.00 1.2682 1 01‐Jul‐2027 0 1 1 1 20274 0.0

94 01‐Aug‐2027 31‐Aug‐2027 $0.00 $0.00 $0.00 $0.00 94 01‐Aug‐2027 31‐Aug‐2027 $0.00 $0.00 $0.00 $0.00 1.2682 1 01‐Aug‐2027 0 1 1 1 20274 0.0

95 01‐Sep‐2027 30‐Sep‐2027 $0.00 $0.00 $0.00 $0.00 95 01‐Sep‐2027 30‐Sep‐2027 $0.00 $0.00 $0.00 $0.00 1.2682 1 01‐Sep‐2027 0 1 1 1 20274 0.0

96 01‐Oct‐2027 31‐Oct‐2027 $0.00 $0.00 $0.00 $0.00 96 01‐Oct‐2027 31‐Oct‐2027 $0.00 $0.00 $0.00 $0.00 1.2682 1 01‐Oct‐2027 0 1 1 1 20274 0.0

97 01‐Nov‐2027 30‐Nov‐2027 $0.00 $0.00 $0.00 $0.00 97 01‐Nov‐2027 30‐Nov‐2027 $0.00 $0.00 $0.00 $0.00 1.2682 1 01‐Nov‐2027 0 1 1 1 20274 0.0

98 01‐Dec‐2027 31‐Dec‐2027 $0.00 $0.00 $0.00 $0.00 98 01‐Dec‐2027 31‐Dec‐2027 $0.00 $0.00 $0.00 $0.00 1.2682 1 01‐Dec‐2027 0 1 1 1 20274 0.0

99 01‐Jan‐2028 31‐Jan‐2028 $0.00 $0.00 $0.00 $0.00 99 01‐Jan‐2028 31‐Jan‐2028 $0.00 $0.00 $0.00 $0.00 1.2682 1 01‐Jan‐2028 0 1 1 1 20274 0.0

100 01‐Feb‐2028 29‐Feb‐2028 $0.00 $0.00 $0.00 $0.00 100 01‐Feb‐2028 29‐Feb‐2028 $0.00 $0.00 $0.00 $0.00 1.2682 1 01‐Feb‐2028 0 1 1 1 20274 0.0

101 01‐Mar‐2028 31‐Mar‐2028 $0.00 $0.00 $0.00 $0.00 101 01‐Mar‐2028 31‐Mar‐2028 $0.00 $0.00 $0.00 $0.00 1.2682 1 01‐Mar‐2028 0 1 1 1 20274 0.0

102 01‐Apr‐2028 30‐Apr‐2028 $0.00 $0.00 $0.00 $0.00 102 01‐Apr‐2028 30‐Apr‐2028 $0.00 $0.00 $0.00 $0.00 1.2936 1 01‐Apr‐2028 0 1 1 1 20284 0.0

103 01‐May‐2028 31‐May‐2028 $0.00 $0.00 $0.00 $0.00 103 01‐May‐2028 31‐May‐2028 $0.00 $0.00 $0.00 $0.00 1.2936 1 01‐May‐2028 0 1 1 1 20284 0.0

104 01‐Jun‐2028 30‐Jun‐2028 $0.00 $0.00 $0.00 $0.00 104 01‐Jun‐2028 30‐Jun‐2028 $0.00 $0.00 $0.00 $0.00 1.2936 1 01‐Jun‐2028 0 1 1 1 20284 0.0

105 01‐Jul‐2028 31‐Jul‐2028 $0.00 $0.00 $0.00 $0.00 105 01‐Jul‐2028 31‐Jul‐2028 $0.00 $0.00 $0.00 $0.00 1.2936 1 01‐Jul‐2028 0 1 1 1 20284 0.0

106 01‐Aug‐2028 31‐Aug‐2028 $0.00 $0.00 $0.00 $0.00 106 01‐Aug‐2028 31‐Aug‐2028 $0.00 $0.00 $0.00 $0.00 1.2936 1 01‐Aug‐2028 0 1 1 1 20284 0.0

107 01‐Sep‐2028 30‐Sep‐2028 $0.00 $0.00 $0.00 $0.00 107 01‐Sep‐2028 30‐Sep‐2028 $0.00 $0.00 $0.00 $0.00 1.2936 1 01‐Sep‐2028 0 1 1 1 20284 0.0

108 01‐Oct‐2028 31‐Oct‐2028 $0.00 $0.00 $0.00 $0.00 108 01‐Oct‐2028 31‐Oct‐2028 $0.00 $0.00 $0.00 $0.00 1.2936 1 01‐Oct‐2028 0 1 1 1 20284 0.0

109 01‐Nov‐2028 30‐Nov‐2028 $0.00 $0.00 $0.00 $0.00 109 01‐Nov‐2028 30‐Nov‐2028 $0.00 $0.00 $0.00 $0.00 1.2936 1 01‐Nov‐2028 0 1 1 1 20284 0.0

110 01‐Dec‐2028 31‐Dec‐2028 $0.00 $0.00 $0.00 $0.00 110 01‐Dec‐2028 31‐Dec‐2028 $0.00 $0.00 $0.00 $0.00 1.2936 1 01‐Dec‐2028 0 1 1 1 20284 0.0

111 01‐Jan‐2029 31‐Jan‐2029 $0.00 $0.00 $0.00 $0.00 111 01‐Jan‐2029 31‐Jan‐2029 $0.00 $0.00 $0.00 $0.00 1.2936 1 01‐Jan‐2029 0 1 1 1 20284 0.0

112 01‐Feb‐2029 28‐Feb‐2029 $0.00 $0.00 $0.00 $0.00 112 01‐Feb‐2029 28‐Feb‐2029 $0.00 $0.00 $0.00 $0.00 1.2936 1 01‐Feb‐2029 0 1 1 1 20284 0.0

113 01‐Mar‐2029 31‐Mar‐2029 $0.00 $0.00 $0.00 $0.00 113 01‐Mar‐2029 31‐Mar‐2029 $0.00 $0.00 $0.00 $0.00 1.2936 1 01‐Mar‐2029 0 1 1 1 20284 0.0

114 01‐Apr‐2029 30‐Apr‐2029 $0.00 $0.00 $0.00 $0.00 114 01‐Apr‐2029 30‐Apr‐2029 $0.00 $0.00 $0.00 $0.00 1.3195 1 01‐Apr‐2029 0 1 1 1 20294 0.0

115 01‐May‐2029 31‐May‐2029 $0.00 $0.00 $0.00 $0.00 115 01‐May‐2029 31‐May‐2029 $0.00 $0.00 $0.00 $0.00 1.3195 1 01‐May‐2029 0 1 1 1 20294 0.0

116 01‐Jun‐2029 30‐Jun‐2029 $0.00 $0.00 $0.00 $0.00 116 01‐Jun‐2029 30‐Jun‐2029 $0.00 $0.00 $0.00 $0.00 1.3195 1 01‐Jun‐2029 0 1 1 1 20294 0.0

117 01‐Jul‐2029 31‐Jul‐2029 $0.00 $0.00 $0.00 $0.00 117 01‐Jul‐2029 31‐Jul‐2029 $0.00 $0.00 $0.00 $0.00 1.3195 1 01‐Jul‐2029 0 1 1 1 20294 0.0

118 01‐Aug‐2029 31‐Aug‐2029 $0.00 $0.00 $0.00 $0.00 118 01‐Aug‐2029 31‐Aug‐2029 $0.00 $0.00 $0.00 $0.00 1.3195 1 01‐Aug‐2029 0 1 1 1 20294 0.0

119 01‐Sep‐2029 30‐Sep‐2029 $0.00 $0.00 $0.00 $0.00 119 01‐Sep‐2029 30‐Sep‐2029 $0.00 $0.00 $0.00 $0.00 1.3195 1 01‐Sep‐2029 0 1 1 1 20294 0.0

120 01‐Oct‐2029 31‐Oct‐2029 $0.00 $0.00 $0.00 $0.00 120 01‐Oct‐2029 31‐Oct‐2029 $0.00 $0.00 $0.00 $0.00 1.3195 1 01‐Oct‐2029 0 1 1 1 20294 0.0

121 01‐Nov‐2029 30‐Nov‐2029 $0.00 $0.00 $0.00 $0.00 121 01‐Nov‐2029 30‐Nov‐2029 $0.00 $0.00 $0.00 $0.00 1.3195 1 01‐Nov‐2029 0 1 1 1 20294 0.0

122 01‐Dec‐2029 31‐Dec‐2029 $0.00 $0.00 $0.00 $0.00 122 01‐Dec‐2029 31‐Dec‐2029 $0.00 $0.00 $0.00 $0.00 1.3195 1 01‐Dec‐2029 0 1 1 1 20294 0.0

123 01‐Jan‐2030 31‐Jan‐2030 $0.00 $0.00 $0.00 $0.00 123 01‐Jan‐2030 31‐Jan‐2030 $0.00 $0.00 $0.00 $0.00 1.3195 1 01‐Jan‐2030 0 1 1 1 20294 0.0

124 01‐Feb‐2030 28‐Feb‐2030 $0.00 $0.00 $0.00 $0.00 124 01‐Feb‐2030 28‐Feb‐2030 $0.00 $0.00 $0.00 $0.00 1.3195 1 01‐Feb‐2030 0 1 1 1 20294 0.0

125 01‐Mar‐2030 31‐Mar‐2030 $0.00 $0.00 $0.00 $0.00 125 01‐Mar‐2030 31‐Mar‐2030 $0.00 $0.00 $0.00 $0.00 1.3195 1 01‐Mar‐2030 0 1 1 1 20294 0.0

126 01‐Apr‐2030 30‐Apr‐2030 $0.00 $0.00 $0.00 $0.00 126 01‐Apr‐2030 30‐Apr‐2030 $0.00 $0.00 $0.00 $0.00 1.3459 1 01‐Apr‐2030 0 1 1 1 20304 0.0

127 01‐May‐2030 31‐May‐2030 $0.00 $0.00 $0.00 $0.00 127 01‐May‐2030 31‐May‐2030 $0.00 $0.00 $0.00 $0.00 1.3459 1 01‐May‐2030 0 1 1 1 20304 0.0

128 01‐Jun‐2030 30‐Jun‐2030 $0.00 $0.00 $0.00 $0.00 128 01‐Jun‐2030 30‐Jun‐2030 $0.00 $0.00 $0.00 $0.00 1.3459 1 01‐Jun‐2030 0 1 1 1 20304 0.0

129 01‐Jul‐2030 31‐Jul‐2030 $0.00 $0.00 $0.00 $0.00 129 01‐Jul‐2030 31‐Jul‐2030 $0.00 $0.00 $0.00 $0.00 1.3459 1 01‐Jul‐2030 0 1 1 1 20304 0.0

130 01‐Aug‐2030 31‐Aug‐2030 $0.00 $0.00 $0.00 $0.00 130 01‐Aug‐2030 31‐Aug‐2030 $0.00 $0.00 $0.00 $0.00 1.3459 1 01‐Aug‐2030 0 1 1 1 20304 0.0

131 01‐Sep‐2030 30‐Sep‐2030 $0.00 $0.00 $0.00 $0.00 131 01‐Sep‐2030 30‐Sep‐2030 $0.00 $0.00 $0.00 $0.00 1.3459 1 01‐Sep‐2030 0 1 1 1 20304 0.0

132 01‐Oct‐2030 31‐Oct‐2030 $0.00 $0.00 $0.00 $0.00 132 01‐Oct‐2030 31‐Oct‐2030 $0.00 $0.00 $0.00 $0.00 1.3459 1 01‐Oct‐2030 0 1 1 1 20304 0.0

133 01‐Nov‐2030 30‐Nov‐2030 $0.00 $0.00 $0.00 $0.00 133 01‐Nov‐2030 30‐Nov‐2030 $0.00 $0.00 $0.00 $0.00 1.3459 1 01‐Nov‐2030 0 1 1 1 20304 0.0

134 01‐Dec‐2030 31‐Dec‐2030 $0.00 $0.00 $0.00 $0.00 134 01‐Dec‐2030 31‐Dec‐2030 $0.00 $0.00 $0.00 $0.00 1.3459 1 01‐Dec‐2030 0 1 1 1 20304 0.0

135 01‐Jan‐2031 31‐Jan‐2031 $0.00 $0.00 $0.00 $0.00 135 01‐Jan‐2031 31‐Jan‐2031 $0.00 $0.00 $0.00 $0.00 1.3459 1 01‐Jan‐2031 0 1 1 1 20304 0.0

136 01‐Feb‐2031 28‐Feb‐2031 $0.00 $0.00 $0.00 $0.00 136 01‐Feb‐2031 28‐Feb‐2031 $0.00 $0.00 $0.00 $0.00 1.3459 1 01‐Feb‐2031 0 1 1 1 20304 0.0

137 01‐Mar‐2031 31‐Mar‐2031 $0.00 $0.00 $0.00 $0.00 137 01‐Mar‐2031 31‐Mar‐2031 $0.00 $0.00 $0.00 $0.00 1.3459 1 01‐Mar‐2031 0 1 1 1 20304 0.0

138 01‐Apr‐2031 30‐Apr‐2031 $0.00 $0.00 $0.00 $0.00 138 01‐Apr‐2031 30‐Apr‐2031 $0.00 $0.00 $0.00 $0.00 1.3728 1 01‐Apr‐2031 0 1 1 1 20314 0.0

139 01‐May‐2031 31‐May‐2031 $0.00 $0.00 $0.00 $0.00 139 01‐May‐2031 31‐May‐2031 $0.00 $0.00 $0.00 $0.00 1.3728 1 01‐May‐2031 0 1 1 1 20314 0.0

140 01‐Jun‐2031 30‐Jun‐2031 $0.00 $0.00 $0.00 $0.00 140 01‐Jun‐2031 30‐Jun‐2031 $0.00 $0.00 $0.00 $0.00 1.3728 1 01‐Jun‐2031 0 1 1 1 20314 0.0

141 01‐Jul‐2031 31‐Jul‐2031 $0.00 $0.00 $0.00 $0.00 141 01‐Jul‐2031 31‐Jul‐2031 $0.00 $0.00 $0.00 $0.00 1.3728 1 01‐Jul‐2031 0 1 1 1 20314 0.0

142 01‐Aug‐2031 31‐Aug‐2031 $0.00 $0.00 $0.00 $0.00 142 01‐Aug‐2031 31‐Aug‐2031 $0.00 $0.00 $0.00 $0.00 1.3728 1 01‐Aug‐2031 0 1 1 1 20314 0.0

143 01‐Sep‐2031 30‐Sep‐2031 $0.00 $0.00 $0.00 $0.00 143 01‐Sep‐2031 30‐Sep‐2031 $0.00 $0.00 $0.00 $0.00 1.3728 1 01‐Sep‐2031 0 1 1 1 20314 0.0

144 01‐Oct‐2031 31‐Oct‐2031 $0.00 $0.00 $0.00 $0.00 144 01‐Oct‐2031 31‐Oct‐2031 $0.00 $0.00 $0.00 $0.00 1.3728 1 01‐Oct‐2031 0 1 1 1 20314 0.0

145 01‐Nov‐2031 30‐Nov‐2031 $0.00 $0.00 $0.00 $0.00 145 01‐Nov‐2031 30‐Nov‐2031 $0.00 $0.00 $0.00 $0.00 1.3728 1 01‐Nov‐2031 0 1 1 1 20314 0.0

146 01‐Dec‐2031 31‐Dec‐2031 $0.00 $0.00 $0.00 $0.00 146 01‐Dec‐2031 31‐Dec‐2031 $0.00 $0.00 $0.00 $0.00 1.3728 1 01‐Dec‐2031 0 1 1 1 20314 0.0

147 01‐Jan‐2032 31‐Jan‐2032 $0.00 $0.00 $0.00 $0.00 147 01‐Jan‐2032 31‐Jan‐2032 $0.00 $0.00 $0.00 $0.00 1.3728 1 01‐Jan‐2032 0 1 1 1 20314 0.0

148 01‐Feb‐2032 29‐Feb‐2032 $0.00 $0.00 $0.00 $0.00 148 01‐Feb‐2032 29‐Feb‐2032 $0.00 $0.00 $0.00 $0.00 1.3728 1 01‐Feb‐2032 0 1 1 1 20314 0.0

149 01‐Mar‐2032 31‐Mar‐2032 $0.00 $0.00 $0.00 $0.00 149 01‐Mar‐2032 31‐Mar‐2032 $0.00 $0.00 $0.00 $0.00 1.3728 1 01‐Mar‐2032 0 1 1 1 20314 0.0

150 01‐Apr‐2032 30‐Apr‐2032 $0.00 $0.00 $0.00 $0.00 150 01‐Apr‐2032 30‐Apr‐2032 $0.00 $0.00 $0.00 $0.00 1.4002 1 01‐Apr‐2032 0 1 1 1 20324 0.0

151 01‐May‐2032 31‐May‐2032 $0.00 $0.00 $0.00 $0.00 151 01‐May‐2032 31‐May‐2032 $0.00 $0.00 $0.00 $0.00 1.4002 1 01‐May‐2032 0 1 1 1 20324 0.0

152 01‐Jun‐2032 30‐Jun‐2032 $0.00 $0.00 $0.00 $0.00 152 01‐Jun‐2032 30‐Jun‐2032 $0.00 $0.00 $0.00 $0.00 1.4002 1 01‐Jun‐2032 0 1 1 1 20324 0.0

153 01‐Jul‐2032 31‐Jul‐2032 $0.00 $0.00 $0.00 $0.00 153 01‐Jul‐2032 31‐Jul‐2032 $0.00 $0.00 $0.00 $0.00 1.4002 1 01‐Jul‐2032 0 1 1 1 20324 0.0

154 01‐Aug‐2032 31‐Aug‐2032 $0.00 $0.00 $0.00 $0.00 154 01‐Aug‐2032 31‐Aug‐2032 $0.00 $0.00 $0.00 $0.00 1.4002 1 01‐Aug‐2032 0 1 1 1 20324 0.0

155 01‐Sep‐2032 30‐Sep‐2032 $0.00 $0.00 $0.00 $0.00 155 01‐Sep‐2032 30‐Sep‐2032 $0.00 $0.00 $0.00 $0.00 1.4002 1 01‐Sep‐2032 0 1 1 1 20324 0.0

156 01‐Oct‐2032 31‐Oct‐2032 $0.00 $0.00 $0.00 $0.00 156 01‐Oct‐2032 31‐Oct‐2032 $0.00 $0.00 $0.00 $0.00 1.4002 1 01‐Oct‐2032 0 1 1 1 20324 0.0

157 01‐Nov‐2032 30‐Nov‐2032 $0.00 $0.00 $0.00 $0.00 157 01‐Nov‐2032 30‐Nov‐2032 $0.00 $0.00 $0.00 $0.00 1.4002 1 01‐Nov‐2032 0 1 1 1 20324 0.0

158 01‐Dec‐2032 31‐Dec‐2032 $0.00 $0.00 $0.00 $0.00 158 01‐Dec‐2032 31‐Dec‐2032 $0.00 $0.00 $0.00 $0.00 1.4002 1 01‐Dec‐2032 0 1 1 1 20324 0.0

159 01‐Jan‐2033 31‐Jan‐2033 $0.00 $0.00 $0.00 $0.00 159 01‐Jan‐2033 31‐Jan‐2033 $0.00 $0.00 $0.00 $0.00 1.4002 1 01‐Jan‐2033 0 1 1 1 20324 0.0

160 01‐Feb‐2033 28‐Feb‐2033 $0.00 $0.00 $0.00 $0.00 160 01‐Feb‐2033 28‐Feb‐2033 $0.00 $0.00 $0.00 $0.00 1.4002 1 01‐Feb‐2033 0 1 1 1 20324 0.0

161 01‐Mar‐2033 31‐Mar‐2033 $0.00 $0.00 $0.00 $0.00 161 01‐Mar‐2033 31‐Mar‐2033 $0.00 $0.00 $0.00 $0.00 1.4002 1 01‐Mar‐2033 0 1 1 1 20324 0.0

162 01‐Apr‐2033 30‐Apr‐2033 $0.00 $0.00 $0.00 $0.00 162 01‐Apr‐2033 30‐Apr‐2033 $0.00 $0.00 $0.00 $0.00 1.4282 1 01‐Apr‐2033 0 1 1 1 20334 0.0

163 01‐May‐2033 31‐May‐2033 $0.00 $0.00 $0.00 $0.00 163 01‐May‐2033 31‐May‐2033 $0.00 $0.00 $0.00 $0.00 1.4282 1 01‐May‐2033 0 1 1 1 20334 0.0

164 01‐Jun‐2033 30‐Jun‐2033 $0.00 $0.00 $0.00 $0.00 164 01‐Jun‐2033 30‐Jun‐2033 $0.00 $0.00 $0.00 $0.00 1.4282 1 01‐Jun‐2033 0 1 1 1 20334 0.0

165 01‐Jul‐2033 31‐Jul‐2033 $0.00 $0.00 $0.00 $0.00 165 01‐Jul‐2033 31‐Jul‐2033 $0.00 $0.00 $0.00 $0.00 1.4282 1 01‐Jul‐2033 0 1 1 1 20334 0.0

166 01‐Aug‐2033 31‐Aug‐2033 $0.00 $0.00 $0.00 $0.00 166 01‐Aug‐2033 31‐Aug‐2033 $0.00 $0.00 $0.00 $0.00 1.4282 1 01‐Aug‐2033 0 1 1 1 20334 0.0

167 01‐Sep‐2033 30‐Sep‐2033 $0.00 $0.00 $0.00 $0.00 167 01‐Sep‐2033 30‐Sep‐2033 $0.00 $0.00 $0.00 $0.00 1.4282 1 01‐Sep‐2033 0 1 1 1 20334 0.0

168 01‐Oct‐2033 31‐Oct‐2033 $0.00 $0.00 $0.00 $0.00 168 01‐Oct‐2033 31‐Oct‐2033 $0.00 $0.00 $0.00 $0.00 1.4282 1 01‐Oct‐2033 0 1 1 1 20334 0.0

169 01‐Nov‐2033 30‐Nov‐2033 $0.00 $0.00 $0.00 $0.00 169 01‐Nov‐2033 30‐Nov‐2033 $0.00 $0.00 $0.00 $0.00 1.4282 1 01‐Nov‐2033 0 1 1 1 20334 0.0

170 01‐Dec‐2033 31‐Dec‐2033 $0.00 $0.00 $0.00 $0.00 170 01‐Dec‐2033 31‐Dec‐2033 $0.00 $0.00 $0.00 $0.00 1.4282 1 01‐Dec‐2033 0 1 1 1 20334 0.0

171 01‐Jan‐2034 31‐Jan‐2034 $0.00 $0.00 $0.00 $0.00 171 01‐Jan‐2034 31‐Jan‐2034 $0.00 $0.00 $0.00 $0.00 1.4282 1 01‐Jan‐2034 0 1 1 1 20334 0.0

172 01‐Feb‐2034 28‐Feb‐2034 $0.00 $0.00 $0.00 $0.00 172 01‐Feb‐2034 28‐Feb‐2034 $0.00 $0.00 $0.00 $0.00 1.4282 1 01‐Feb‐2034 0 1 1 1 20334 0.0

173 01‐Mar‐2034 31‐Mar‐2034 $0.00 $0.00 $0.00 $0.00 173 01‐Mar‐2034 31‐Mar‐2034 $0.00 $0.00 $0.00 $0.00 1.4282 1 01‐Mar‐2034 0 1 1 1 20334 0.0

174 01‐Apr‐2034 30‐Apr‐2034 $0.00 $0.00 $0.00 $0.00 174 01‐Apr‐2034 30‐Apr‐2034 $0.00 $0.00 $0.00 $0.00 1.4568 1 01‐Apr‐2034 0 1 1 1 20344 0.0

175 01‐May‐2034 31‐May‐2034 $0.00 $0.00 $0.00 $0.00 175 01‐May‐2034 31‐May‐2034 $0.00 $0.00 $0.00 $0.00 1.4568 1 01‐May‐2034 0 1 1 1 20344 0.0

176 01‐Jun‐2034 30‐Jun‐2034 $0.00 $0.00 $0.00 $0.00 176 01‐Jun‐2034 30‐Jun‐2034 $0.00 $0.00 $0.00 $0.00 1.4568 1 01‐Jun‐2034 0 1 1 1 20344 0.0

177 01‐Jul‐2034 31‐Jul‐2034 $0.00 $0.00 $0.00 $0.00 177 01‐Jul‐2034 31‐Jul‐2034 $0.00 $0.00 $0.00 $0.00 1.4568 1 01‐Jul‐2034 0 1 1 1 20344 0.0

178 01‐Aug‐2034 31‐Aug‐2034 $0.00 $0.00 $0.00 $0.00 178 01‐Aug‐2034 31‐Aug‐2034 $0.00 $0.00 $0.00 $0.00 1.4568 1 01‐Aug‐2034 0 1 1 1 20344 0.0

179 01‐Sep‐2034 30‐Sep‐2034 $0.00 $0.00 $0.00 $0.00 179 01‐Sep‐2034 30‐Sep‐2034 $0.00 $0.00 $0.00 $0.00 1.4568 1 01‐Sep‐2034 0 1 1 1 20344 0.0

180 01‐Oct‐2034 31‐Oct‐2034 $0.00 $0.00 $0.00 $0.00 180 01‐Oct‐2034 31‐Oct‐2034 $0.00 $0.00 $0.00 $0.00 1.4568 1 01‐Oct‐2034 0 1 1 1 20344 0.0

181 01‐Nov‐2034 30‐Nov‐2034 $0.00 $0.00 $0.00 $0.00 181 01‐Nov‐2034 30‐Nov‐2034 $0.00 $0.00 $0.00 $0.00 1.4568 1 01‐Nov‐2034 0 1 1 1 20344 0.0

182 01‐Dec‐2034 31‐Dec‐2034 $0.00 $0.00 $0.00 $0.00 182 01‐Dec‐2034 31‐Dec‐2034 $0.00 $0.00 $0.00 $0.00 1.4568 1 01‐Dec‐2034 0 1 1 1 20344 0.0

183 01‐Jan‐2035 31‐Jan‐2035 $0.00 $0.00 $0.00 $0.00 183 01‐Jan‐2035 31‐Jan‐2035 $0.00 $0.00 $0.00 $0.00 1.4568 1 01‐Jan‐2035 0 1 1 1 20344 0.0

184 01‐Feb‐2035 28‐Feb‐2035 $0.00 $0.00 $0.00 $0.00 184 01‐Feb‐2035 28‐Feb‐2035 $0.00 $0.00 $0.00 $0.00 1.4568 1 01‐Feb‐2035 0 1 1 1 20344 0.0

185 01‐Mar‐2035 31‐Mar‐2035 $0.00 $0.00 $0.00 $0.00 185 01‐Mar‐2035 31‐Mar‐2035 $0.00 $0.00 $0.00 $0.00 1.4568 1 01‐Mar‐2035 0 1 1 1 20344 0.0

186 01‐Apr‐2035 30‐Apr‐2035 $0.00 $0.00 $0.00 $0.00 186 01‐Apr‐2035 30‐Apr‐2035 $0.00 $0.00 $0.00 $0.00 1.4859 1 01‐Apr‐2035 0 1 1 1 20354 0.0

187 01‐May‐2035 31‐May‐2035 $0.00 $0.00 $0.00 $0.00 187 01‐May‐2035 31‐May‐2035 $0.00 $0.00 $0.00 $0.00 1.4859 1 01‐May‐2035 0 1 1 1 20354 0.0

188 01‐Jun‐2035 30‐Jun‐2035 $0.00 $0.00 $0.00 $0.00 188 01‐Jun‐2035 30‐Jun‐2035 $0.00 $0.00 $0.00 $0.00 1.4859 1 01‐Jun‐2035 0 1 1 1 20354 0.0

189 01‐Jul‐2035 31‐Jul‐2035 $0.00 $0.00 $0.00 $0.00 189 01‐Jul‐2035 31‐Jul‐2035 $0.00 $0.00 $0.00 $0.00 1.4859 1 01‐Jul‐2035 0 1 1 1 20354 0.0

190 01‐Aug‐2035 31‐Aug‐2035 $0.00 $0.00 $0.00 $0.00 190 01‐Aug‐2035 31‐Aug‐2035 $0.00 $0.00 $0.00 $0.00 1.4859 1 01‐Aug‐2035 0 1 1 1 20354 0.0

191 01‐Sep‐2035 30‐Sep‐2035 $0.00 $0.00 $0.00 $0.00 191 01‐Sep‐2035 30‐Sep‐2035 $0.00 $0.00 $0.00 $0.00 1.4859 1 01‐Sep‐2035 0 1 1 1 20354 0.0

192 01‐Oct‐2035 31‐Oct‐2035 $0.00 $0.00 $0.00 $0.00 192 01‐Oct‐2035 31‐Oct‐2035 $0.00 $0.00 $0.00 $0.00 1.4859 1 01‐Oct‐2035 0 1 1 1 20354 0.0

193 01‐Nov‐2035 30‐Nov‐2035 $0.00 $0.00 $0.00 $0.00 193 01‐Nov‐2035 30‐Nov‐2035 $0.00 $0.00 $0.00 $0.00 1.4859 1 01‐Nov‐2035 0 1 1 1 20354 0.0

194 01‐Dec‐2035 31‐Dec‐2035 $0.00 $0.00 $0.00 $0.00 194 01‐Dec‐2035 31‐Dec‐2035 $0.00 $0.00 $0.00 $0.00 1.4859 1 01‐Dec‐2035 0 1 1 1 20354 0.0

195 01‐Jan‐2036 31‐Jan‐2036 $0.00 $0.00 $0.00 $0.00 195 01‐Jan‐2036 31‐Jan‐2036 $0.00 $0.00 $0.00 $0.00 1.4859 1 01‐Jan‐2036 0 1 1 1 20354 0.0

196 01‐Feb‐2036 29‐Feb‐2036 $0.00 $0.00 $0.00 $0.00 196 01‐Feb‐2036 29‐Feb‐2036 $0.00 $0.00 $0.00 $0.00 1.4859 1 01‐Feb‐2036 0 1 1 1 20354 0.0

197 01‐Mar‐2036 31‐Mar‐2036 $0.00 $0.00 $0.00 $0.00 197 01‐Mar‐2036 31‐Mar‐2036 $0.00 $0.00 $0.00 $0.00 1.4859 1 01‐Mar‐2036 0 1 1 1 20354 0.0

198 01‐Apr‐2036 30‐Apr‐2036 $0.00 $0.00 $0.00 $0.00 198 01‐Apr‐2036 30‐Apr‐2036 $0.00 $0.00 $0.00 $0.00 1.5157 1 01‐Apr‐2036 0 1 1 1 20364 0.0

199 01‐May‐2036 31‐May‐2036 $0.00 $0.00 $0.00 $0.00 199 01‐May‐2036 31‐May‐2036 $0.00 $0.00 $0.00 $0.00 1.5157 1 01‐May‐2036 0 1 1 1 20364 0.0

200 01‐Jun‐2036 30‐Jun‐2036 $0.00 $0.00 $0.00 $0.00 200 01‐Jun‐2036 30‐Jun‐2036 $0.00 $0.00 $0.00 $0.00 1.5157 1 01‐Jun‐2036 0 1 1 1 20364 0.0

201 01‐Jul‐2036 31‐Jul‐2036 $0.00 $0.00 $0.00 $0.00 201 01‐Jul‐2036 31‐Jul‐2036 $0.00 $0.00 $0.00 $0.00 1.5157 1 01‐Jul‐2036 0 1 1 1 20364 0.0

202 01‐Aug‐2036 31‐Aug‐2036 $0.00 $0.00 $0.00 $0.00 202 01‐Aug‐2036 31‐Aug‐2036 $0.00 $0.00 $0.00 $0.00 1.5157 1 01‐Aug‐2036 0 1 1 1 20364 0.0

203 01‐Sep‐2036 30‐Sep‐2036 $0.00 $0.00 $0.00 $0.00 203 01‐Sep‐2036 30‐Sep‐2036 $0.00 $0.00 $0.00 $0.00 1.5157 1 01‐Sep‐2036 0 1 1 1 20364 0.0

204 01‐Oct‐2036 31‐Oct‐2036 $0.00 $0.00 $0.00 $0.00 204 01‐Oct‐2036 31‐Oct‐2036 $0.00 $0.00 $0.00 $0.00 1.5157 1 01‐Oct‐2036 0 1 1 1 20364 0.0

205 01‐Nov‐2036 30‐Nov‐2036 $0.00 $0.00 $0.00 $0.00 205 01‐Nov‐2036 30‐Nov‐2036 $0.00 $0.00 $0.00 $0.00 1.5157 1 01‐Nov‐2036 0 1 1 1 20364 0.0

206 01‐Dec‐2036 31‐Dec‐2036 $0.00 $0.00 $0.00 $0.00 206 01‐Dec‐2036 31‐Dec‐2036 $0.00 $0.00 $0.00 $0.00 1.5157 1 01‐Dec‐2036 0 1 1 1 20364 0.0

207 01‐Jan‐2037 31‐Jan‐2037 $0.00 $0.00 $0.00 $0.00 207 01‐Jan‐2037 31‐Jan‐2037 $0.00 $0.00 $0.00 $0.00 1.5157 1 01‐Jan‐2037 0 1 1 1 20364 0.0

208 01‐Feb‐2037 28‐Feb‐2037 $0.00 $0.00 $0.00 $0.00 208 01‐Feb‐2037 28‐Feb‐2037 $0.00 $0.00 $0.00 $0.00 1.5157 1 01‐Feb‐2037 0 1 1 1 20364 0.0

209 01‐Mar‐2037 31‐Mar‐2037 $0.00 $0.00 $0.00 $0.00 209 01‐Mar‐2037 31‐Mar‐2037 $0.00 $0.00 $0.00 $0.00 1.5157 1 01‐Mar‐2037 0 1 1 1 20364 0.0

210 01‐Apr‐2037 30‐Apr‐2037 $0.00 $0.00 $0.00 $0.00 210 01‐Apr‐2037 30‐Apr‐2037 $0.00 $0.00 $0.00 $0.00 1.5460 1 01‐Apr‐2037 0 1 1 1 20374 0.0

211 01‐May‐2037 31‐May‐2037 $0.00 $0.00 $0.00 $0.00 211 01‐May‐2037 31‐May‐2037 $0.00 $0.00 $0.00 $0.00 1.5460 1 01‐May‐2037 0 1 1 1 20374 0.0

212 01‐Jun‐2037 30‐Jun‐2037 $0.00 $0.00 $0.00 $0.00 212 01‐Jun‐2037 30‐Jun‐2037 $0.00 $0.00 $0.00 $0.00 1.5460 1 01‐Jun‐2037 0 1 1 1 20374 0.0

213 01‐Jul‐2037 31‐Jul‐2037 $0.00 $0.00 $0.00 $0.00 213 01‐Jul‐2037 31‐Jul‐2037 $0.00 $0.00 $0.00 $0.00 1.5460 1 01‐Jul‐2037 0 1 1 1 20374 0.0

214 01‐Aug‐2037 31‐Aug‐2037 $0.00 $0.00 $0.00 $0.00 214 01‐Aug‐2037 31‐Aug‐2037 $0.00 $0.00 $0.00 $0.00 1.5460 1 01‐Aug‐2037 0 1 1 1 20374 0.0

215 01‐Sep‐2037 30‐Sep‐2037 $0.00 $0.00 $0.00 $0.00 215 01‐Sep‐2037 30‐Sep‐2037 $0.00 $0.00 $0.00 $0.00 1.5460 1 01‐Sep‐2037 0 1 1 1 20374 0.0

216 01‐Oct‐2037 31‐Oct‐2037 $0.00 $0.00 $0.00 $0.00 216 01‐Oct‐2037 31‐Oct‐2037 $0.00 $0.00 $0.00 $0.00 1.5460 1 01‐Oct‐2037 0 1 1 1 20374 0.0

217 01‐Nov‐2037 30‐Nov‐2037 $0.00 $0.00 $0.00 $0.00 217 01‐Nov‐2037 30‐Nov‐2037 $0.00 $0.00 $0.00 $0.00 1.5460 1 01‐Nov‐2037 0 1 1 1 20374 0.0

218 01‐Dec‐2037 31‐Dec‐2037 $0.00 $0.00 $0.00 $0.00 218 01‐Dec‐2037 31‐Dec‐2037 $0.00 $0.00 $0.00 $0.00 1.5460 1 01‐Dec‐2037 0 1 1 1 20374 0.0

219 01‐Jan‐2038 31‐Jan‐2038 $0.00 $0.00 $0.00 $0.00 219 01‐Jan‐2038 31‐Jan‐2038 $0.00 $0.00 $0.00 $0.00 1.5460 1 01‐Jan‐2038 0 1 1 1 20374 0.0

220 01‐Feb‐2038 28‐Feb‐2038 $0.00 $0.00 $0.00 $0.00 220 01‐Feb‐2038 28‐Feb‐2038 $0.00 $0.00 $0.00 $0.00 1.5460 1 01‐Feb‐2038 0 1 1 1 20374 0.0

221 01‐Mar‐2038 31‐Mar‐2038 $0.00 $0.00 $0.00 $0.00 221 01‐Mar‐2038 31‐Mar‐2038 $0.00 $0.00 $0.00 $0.00 1.5460 1 01‐Mar‐2038 0 1 1 1 20374 0.0

222 01‐Apr‐2038 30‐Apr‐2038 $0.00 $0.00 $0.00 $0.00 222 01‐Apr‐2038 30‐Apr‐2038 $0.00 $0.00 $0.00 $0.00 1.5769 1 01‐Apr‐2038 0 1 1 1 20384 0.0

223 01‐May‐2038 31‐May‐2038 $0.00 $0.00 $0.00 $0.00 223 01‐May‐2038 31‐May‐2038 $0.00 $0.00 $0.00 $0.00 1.5769 1 01‐May‐2038 0 1 1 1 20384 0.0

224 01‐Jun‐2038 30‐Jun‐2038 $0.00 $0.00 $0.00 $0.00 224 01‐Jun‐2038 30‐Jun‐2038 $0.00 $0.00 $0.00 $0.00 1.5769 1 01‐Jun‐2038 0 1 1 1 20384 0.0

225 01‐Jul‐2038 31‐Jul‐2038 $0.00 $0.00 $0.00 $0.00 225 01‐Jul‐2038 31‐Jul‐2038 $0.00 $0.00 $0.00 $0.00 1.5769 1 01‐Jul‐2038 0 1 1 1 20384 0.0

226 01‐Aug‐2038 31‐Aug‐2038 $0.00 $0.00 $0.00 $0.00 226 01‐Aug‐2038 31‐Aug‐2038 $0.00 $0.00 $0.00 $0.00 1.5769 1 01‐Aug‐2038 0 1 1 1 20384 0.0

227 01‐Sep‐2038 30‐Sep‐2038 $0.00 $0.00 $0.00 $0.00 227 01‐Sep‐2038 30‐Sep‐2038 $0.00 $0.00 $0.00 $0.00 1.5769 1 01‐Sep‐2038 0 1 1 1 20384 0.0

228 01‐Oct‐2038 31‐Oct‐2038 $0.00 $0.00 $0.00 $0.00 228 01‐Oct‐2038 31‐Oct‐2038 $0.00 $0.00 $0.00 $0.00 1.5769 1 01‐Oct‐2038 0 1 1 1 20384 0.0

229 01‐Nov‐2038 30‐Nov‐2038 $0.00 $0.00 $0.00 $0.00 229 01‐Nov‐2038 30‐Nov‐2038 $0.00 $0.00 $0.00 $0.00 1.5769 1 01‐Nov‐2038 0 1 1 1 20384 0.0

230 01‐Dec‐2038 31‐Dec‐2038 $0.00 $0.00 $0.00 $0.00 230 01‐Dec‐2038 31‐Dec‐2038 $0.00 $0.00 $0.00 $0.00 1.5769 1 01‐Dec‐2038 0 1 1 1 20384 0.0

231 01‐Jan‐2039 31‐Jan‐2039 $0.00 $0.00 $0.00 $0.00 231 01‐Jan‐2039 31‐Jan‐2039 $0.00 $0.00 $0.00 $0.00 1.5769 1 01‐Jan‐2039 0 1 1 1 20384 0.0

232 01‐Feb‐2039 28‐Feb‐2039 $0.00 $0.00 $0.00 $0.00 232 01‐Feb‐2039 28‐Feb‐2039 $0.00 $0.00 $0.00 $0.00 1.5769 1 01‐Feb‐2039 0 1 1 1 20384 0.0

233 01‐Mar‐2039 31‐Mar‐2039 $0.00 $0.00 $0.00 $0.00 233 01‐Mar‐2039 31‐Mar‐2039 $0.00 $0.00 $0.00 $0.00 1.5769 1 01‐Mar‐2039 0 1 1 1 20384 0.0

234 01‐Apr‐2039 30‐Apr‐2039 $0.00 $0.00 $0.00 $0.00 234 01‐Apr‐2039 30‐Apr‐2039 $0.00 $0.00 $0.00 $0.00 1.6084 1 01‐Apr‐2039 0 1 1 1 20394 0.0

235 01‐May‐2039 31‐May‐2039 $0.00 $0.00 $0.00 $0.00 235 01‐May‐2039 31‐May‐2039 $0.00 $0.00 $0.00 $0.00 1.6084 1 01‐May‐2039 0 1 1 1 20394 0.0

236 01‐Jun‐2039 30‐Jun‐2039 $0.00 $0.00 $0.00 $0.00 236 01‐Jun‐2039 30‐Jun‐2039 $0.00 $0.00 $0.00 $0.00 1.6084 1 01‐Jun‐2039 0 1 1 1 20394 0.0

237 01‐Jul‐2039 31‐Jul‐2039 $0.00 $0.00 $0.00 $0.00 237 01‐Jul‐2039 31‐Jul‐2039 $0.00 $0.00 $0.00 $0.00 1.6084 1 01‐Jul‐2039 0 1 1 1 20394 0.0

238 01‐Aug‐2039 31‐Aug‐2039 $0.00 $0.00 $0.00 $0.00 238 01‐Aug‐2039 31‐Aug‐2039 $0.00 $0.00 $0.00 $0.00 1.6084 1 01‐Aug‐2039 0 1 1 1 20394 0.0

239 01‐Sep‐2039 30‐Sep‐2039 $0.00 $0.00 $0.00 $0.00 239 01‐Sep‐2039 30‐Sep‐2039 $0.00 $0.00 $0.00 $0.00 1.6084 1 01‐Sep‐2039 0 1 1 1 20394 0.0

240 01‐Oct‐2039 31‐Oct‐2039 $0.00 $0.00 $0.00 $0.00 240 01‐Oct‐2039 31‐Oct‐2039 $0.00 $0.00 $0.00 $0.00 1.6084 1 01‐Oct‐2039 0 1 1 1 20394 0.0

241 01‐Nov‐2039 30‐Nov‐2039 $0.00 $0.00 $0.00 $0.00 241 01‐Nov‐2039 30‐Nov‐2039 $0.00 $0.00 $0.00 $0.00 1.6084 1 01‐Nov‐2039 0 1 1 1 20394 0.0

242 01‐Dec‐2039 31‐Dec‐2039 $0.00 $0.00 $0.00 $0.00 242 01‐Dec‐2039 31‐Dec‐2039 $0.00 $0.00 $0.00 $0.00 1.6084 1 01‐Dec‐2039 0 1 1 1 20394 0.0

243 01‐Jan‐2040 31‐Jan‐2040 $0.00 $0.00 $0.00 $0.00 243 01‐Jan‐2040 31‐Jan‐2040 $0.00 $0.00 $0.00 $0.00 1.6084 1 01‐Jan‐2040 0 1 1 1 20394 0.0

244 01‐Feb‐2040 29‐Feb‐2040 $0.00 $0.00 $0.00 $0.00 244 01‐Feb‐2040 29‐Feb‐2040 $0.00 $0.00 $0.00 $0.00 1.6084 1 01‐Feb‐2040 0 1 1 1 20394 0.0

245 01‐Mar‐2040 31‐Mar‐2040 $0.00 $0.00 $0.00 $0.00 245 01‐Mar‐2040 31‐Mar‐2040 $0.00 $0.00 $0.00 $0.00 1.6084 1 01‐Mar‐2040 0 1 1 1 20394 0.0

246 01‐Apr‐2040 30‐Apr‐2040 $0.00 $0.00 $0.00 $0.00 246 01‐Apr‐2040 30‐Apr‐2040 $0.00 $0.00 $0.00 $0.00 1.6406 1 01‐Apr‐2040 0 1 1 1 20404 0.0

247 01‐May‐2040 31‐May‐2040 $0.00 $0.00 $0.00 $0.00 247 01‐May‐2040 31‐May‐2040 $0.00 $0.00 $0.00 $0.00 1.6406 1 01‐May‐2040 0 1 1 1 20404 0.0

248 01‐Jun‐2040 30‐Jun‐2040 $0.00 $0.00 $0.00 $0.00 248 01‐Jun‐2040 30‐Jun‐2040 $0.00 $0.00 $0.00 $0.00 1.6406 1 01‐Jun‐2040 0 1 1 1 20404 0.0

249 01‐Jul‐2040 31‐Jul‐2040 $0.00 $0.00 $0.00 $0.00 249 01‐Jul‐2040 31‐Jul‐2040 $0.00 $0.00 $0.00 $0.00 1.6406 1 01‐Jul‐2040 0 1 1 1 20404 0.0

250 01‐Aug‐2040 31‐Aug‐2040 $0.00 $0.00 $0.00 $0.00 250 01‐Aug‐2040 31‐Aug‐2040 $0.00 $0.00 $0.00 $0.00 1.6406 1 01‐Aug‐2040 0 1 1 1 20404 0.0

251 01‐Sep‐2040 30‐Sep‐2040 $0.00 $0.00 $0.00 $0.00 251 01‐Sep‐2040 30‐Sep‐2040 $0.00 $0.00 $0.00 $0.00 1.6406 1 01‐Sep‐2040 0 1 1 1 20404 0.0

252 01‐Oct‐2040 31‐Oct‐2040 $0.00 $0.00 $0.00 $0.00 252 01‐Oct‐2040 31‐Oct‐2040 $0.00 $0.00 $0.00 $0.00 1.6406 1 01‐Oct‐2040 0 1 1 1 20404 0.0

253 01‐Nov‐2040 30‐Nov‐2040 $0.00 $0.00 $0.00 $0.00 253 01‐Nov‐2040 30‐Nov‐2040 $0.00 $0.00 $0.00 $0.00 1.6406 1 01‐Nov‐2040 0 1 1 1 20404 0.0

254 01‐Dec‐2040 31‐Dec‐2040 $0.00 $0.00 $0.00 $0.00 254 01‐Dec‐2040 31‐Dec‐2040 $0.00 $0.00 $0.00 $0.00 1.6406 1 01‐Dec‐2040 0 1 1 1 20404 0.0

255 01‐Jan‐2041 31‐Jan‐2041 $0.00 $0.00 $0.00 $0.00 255 01‐Jan‐2041 31‐Jan‐2041 $0.00 $0.00 $0.00 $0.00 1.6406 1 01‐Jan‐2041 0 1 1 1 20404 0.0

256 01‐Feb‐2041 28‐Feb‐2041 $0.00 $0.00 $0.00 $0.00 256 01‐Feb‐2041 28‐Feb‐2041 $0.00 $0.00 $0.00 $0.00 1.6406 1 01‐Feb‐2041 0 1 1 1 20404 0.0

257 01‐Mar‐2041 31‐Mar‐2041 $0.00 $0.00 $0.00 $0.00 257 01‐Mar‐2041 31‐Mar‐2041 $0.00 $0.00 $0.00 $0.00 1.6406 1 01‐Mar‐2041 0 1 1 1 20404 0.0

258 01‐Apr‐2041 30‐Apr‐2041 $0.00 $0.00 $0.00 $0.00 258 01‐Apr‐2041 30‐Apr‐2041 $0.00 $0.00 $0.00 $0.00 1.6734 1 01‐Apr‐2041 0 1 1 1 20414 0.0

259 01‐May‐2041 31‐May‐2041 $0.00 $0.00 $0.00 $0.00 259 01‐May‐2041 31‐May‐2041 $0.00 $0.00 $0.00 $0.00 1.6734 1 01‐May‐2041 0 1 1 1 20414 0.0

260 01‐Jun‐2041 30‐Jun‐2041 $0.00 $0.00 $0.00 $0.00 260 01‐Jun‐2041 30‐Jun‐2041 $0.00 $0.00 $0.00 $0.00 1.6734 1 01‐Jun‐2041 0 1 1 1 20414 0.0

261 01‐Jul‐2041 31‐Jul‐2041 $0.00 $0.00 $0.00 $0.00 261 01‐Jul‐2041 31‐Jul‐2041 $0.00 $0.00 $0.00 $0.00 1.6734 1 01‐Jul‐2041 0 1 1 1 20414 0.0

262 01‐Aug‐2041 31‐Aug‐2041 $0.00 $0.00 $0.00 $0.00 262 01‐Aug‐2041 31‐Aug‐2041 $0.00 $0.00 $0.00 $0.00 1.6734 1 01‐Aug‐2041 0 1 1 1 20414 0.0

263 01‐Sep‐2041 30‐Sep‐2041 $0.00 $0.00 $0.00 $0.00 263 01‐Sep‐2041 30‐Sep‐2041 $0.00 $0.00 $0.00 $0.00 1.6734 1 01‐Sep‐2041 0 1 1 1 20414 0.0

264 01‐Oct‐2041 31‐Oct‐2041 $0.00 $0.00 $0.00 $0.00 264 01‐Oct‐2041 31‐Oct‐2041 $0.00 $0.00 $0.00 $0.00 1.6734 1 01‐Oct‐2041 0 1 1 1 20414 0.0

265 01‐Nov‐2041 30‐Nov‐2041 $0.00 $0.00 $0.00 $0.00 265 01‐Nov‐2041 30‐Nov‐2041 $0.00 $0.00 $0.00 $0.00 1.6734 1 01‐Nov‐2041 0 1 1 1 20414 0.0

266 01‐Dec‐2041 31‐Dec‐2041 $0.00 $0.00 $0.00 $0.00 266 01‐Dec‐2041 31‐Dec‐2041 $0.00 $0.00 $0.00 $0.00 1.6734 1 01‐Dec‐2041 0 1 1 1 20414 0.0

267 01‐Jan‐2042 31‐Jan‐2042 $0.00 $0.00 $0.00 $0.00 267 01‐Jan‐2042 31‐Jan‐2042 $0.00 $0.00 $0.00 $0.00 1.6734 1 01‐Jan‐2042 0 1 1 1 20414 0.0

268 01‐Feb‐2042 28‐Feb‐2042 $0.00 $0.00 $0.00 $0.00 268 01‐Feb‐2042 28‐Feb‐2042 $0.00 $0.00 $0.00 $0.00 1.6734 1 01‐Feb‐2042 0 1 1 1 20414 0.0

269 01‐Mar‐2042 31‐Mar‐2042 $0.00 $0.00 $0.00 $0.00 269 01‐Mar‐2042 31‐Mar‐2042 $0.00 $0.00 $0.00 $0.00 1.6734 1 01‐Mar‐2042 0 1 1 1 20414 0.0

270 01‐Apr‐2042 30‐Apr‐2042 $0.00 $0.00 $0.00 $0.00 270 01‐Apr‐2042 30‐Apr‐2042 $0.00 $0.00 $0.00 $0.00 1.7069 1 01‐Apr‐2042 0 1 1 1 20424 0.0

271 01‐May‐2042 31‐May‐2042 $0.00 $0.00 $0.00 $0.00 271 01‐May‐2042 31‐May‐2042 $0.00 $0.00 $0.00 $0.00 1.7069 1 01‐May‐2042 0 1 1 1 20424 0.0

272 01‐Jun‐2042 30‐Jun‐2042 $0.00 $0.00 $0.00 $0.00 272 01‐Jun‐2042 30‐Jun‐2042 $0.00 $0.00 $0.00 $0.00 1.7069 1 01‐Jun‐2042 0 1 1 1 20424 0.0

273 01‐Jul‐2042 31‐Jul‐2042 $0.00 $0.00 $0.00 $0.00 273 01‐Jul‐2042 31‐Jul‐2042 $0.00 $0.00 $0.00 $0.00 1.7069 1 01‐Jul‐2042 0 1 1 1 20424 0.0

274 01‐Aug‐2042 31‐Aug‐2042 $0.00 $0.00 $0.00 $0.00 274 01‐Aug‐2042 31‐Aug‐2042 $0.00 $0.00 $0.00 $0.00 1.7069 1 01‐Aug‐2042 0 1 1 1 20424 0.0

275 01‐Sep‐2042 30‐Sep‐2042 $0.00 $0.00 $0.00 $0.00 275 01‐Sep‐2042 30‐Sep‐2042 $0.00 $0.00 $0.00 $0.00 1.7069 1 01‐Sep‐2042 0 1 1 1 20424 0.0

276 01‐Oct‐2042 31‐Oct‐2042 $0.00 $0.00 $0.00 $0.00 276 01‐Oct‐2042 31‐Oct‐2042 $0.00 $0.00 $0.00 $0.00 1.7069 1 01‐Oct‐2042 0 1 1 1 20424 0.0

277 01‐Nov‐2042 30‐Nov‐2042 $0.00 $0.00 $0.00 $0.00 277 01‐Nov‐2042 30‐Nov‐2042 $0.00 $0.00 $0.00 $0.00 1.7069 1 01‐Nov‐2042 0 1 1 1 20424 0.0

278 01‐Dec‐2042 31‐Dec‐2042 $0.00 $0.00 $0.00 $0.00 278 01‐Dec‐2042 31‐Dec‐2042 $0.00 $0.00 $0.00 $0.00 1.7069 1 01‐Dec‐2042 0 1 1 1 20424 0.0

279 01‐Jan‐2043 31‐Jan‐2043 $0.00 $0.00 $0.00 $0.00 279 01‐Jan‐2043 31‐Jan‐2043 $0.00 $0.00 $0.00 $0.00 1.7069 1 01‐Jan‐2043 0 1 1 1 20424 0.0

280 01‐Feb‐2043 28‐Feb‐2043 $0.00 $0.00 $0.00 $0.00 280 01‐Feb‐2043 28‐Feb‐2043 $0.00 $0.00 $0.00 $0.00 1.7069 1 01‐Feb‐2043 0 1 1 1 20424 0.0

281 01‐Mar‐2043 31‐Mar‐2043 $0.00 $0.00 $0.00 $0.00 281 01‐Mar‐2043 31‐Mar‐2043 $0.00 $0.00 $0.00 $0.00 1.7069 1 01‐Mar‐2043 0 1 1 1 20424 0.0

282 01‐Apr‐2043 30‐Apr‐2043 $0.00 $0.00 $0.00 $0.00 282 01‐Apr‐2043 30‐Apr‐2043 $0.00 $0.00 $0.00 $0.00 1.7410 1 01‐Apr‐2043 0 1 1 1 20434 0.0

283 01‐May‐2043 31‐May‐2043 $0.00 $0.00 $0.00 $0.00 283 01‐May‐2043 31‐May‐2043 $0.00 $0.00 $0.00 $0.00 1.7410 1 01‐May‐2043 0 1 1 1 20434 0.0

284 01‐Jun‐2043 30‐Jun‐2043 $0.00 $0.00 $0.00 $0.00 284 01‐Jun‐2043 30‐Jun‐2043 $0.00 $0.00 $0.00 $0.00 1.7410 1 01‐Jun‐2043 0 1 1 1 20434 0.0

285 01‐Jul‐2043 31‐Jul‐2043 $0.00 $0.00 $0.00 $0.00 285 01‐Jul‐2043 31‐Jul‐2043 $0.00 $0.00 $0.00 $0.00 1.7410 1 01‐Jul‐2043 0 1 1 1 20434 0.0

286 01‐Aug‐2043 31‐Aug‐2043 $0.00 $0.00 $0.00 $0.00 286 01‐Aug‐2043 31‐Aug‐2043 $0.00 $0.00 $0.00 $0.00 1.7410 1 01‐Aug‐2043 0 1 1 1 20434 0.0

287 01‐Sep‐2043 30‐Sep‐2043 $0.00 $0.00 $0.00 $0.00 287 01‐Sep‐2043 30‐Sep‐2043 $0.00 $0.00 $0.00 $0.00 1.7410 1 01‐Sep‐2043 0 1 1 1 20434 0.0

288 01‐Oct‐2043 31‐Oct‐2043 $0.00 $0.00 $0.00 $0.00 288 01‐Oct‐2043 31‐Oct‐2043 $0.00 $0.00 $0.00 $0.00 1.7410 1 01‐Oct‐2043 0 1 1 1 20434 0.0

289 01‐Nov‐2043 30‐Nov‐2043 $0.00 $0.00 $0.00 $0.00 289 01‐Nov‐2043 30‐Nov‐2043 $0.00 $0.00 $0.00 $0.00 1.7410 1 01‐Nov‐2043 0 1 1 1 20434 0.0

290 01‐Dec‐2043 31‐Dec‐2043 $0.00 $0.00 $0.00 $0.00 290 01‐Dec‐2043 31‐Dec‐2043 $0.00 $0.00 $0.00 $0.00 1.7410 1 01‐Dec‐2043 0 1 1 1 20434 0.0

291 01‐Jan‐2044 31‐Jan‐2044 $0.00 $0.00 $0.00 $0.00 291 01‐Jan‐2044 31‐Jan‐2044 $0.00 $0.00 $0.00 $0.00 1.7410 1 01‐Jan‐2044 0 1 1 1 20434 0.0

292 01‐Feb‐2044 29‐Feb‐2044 $0.00 $0.00 $0.00 $0.00 292 01‐Feb‐2044 29‐Feb‐2044 $0.00 $0.00 $0.00 $0.00 1.7410 1 01‐Feb‐2044 0 1 1 1 20434 0.0

293 01‐Mar‐2044 31‐Mar‐2044 $0.00 $0.00 $0.00 $0.00 293 01‐Mar‐2044 31‐Mar‐2044 $0.00 $0.00 $0.00 $0.00 1.7410 1 01‐Mar‐2044 0 1 1 1 20434 0.0

294 01‐Apr‐2044 30‐Apr‐2044 $0.00 $0.00 $0.00 $0.00 294 01‐Apr‐2044 30‐Apr‐2044 $0.00 $0.00 $0.00 $0.00 1.7758 1 01‐Apr‐2044 0 1 1 1 20444 0.0

295 01‐May‐2044 31‐May‐2044 $0.00 $0.00 $0.00 $0.00 295 01‐May‐2044 31‐May‐2044 $0.00 $0.00 $0.00 $0.00 1.7758 1 01‐May‐2044 0 1 1 1 20444 0.0

296 01‐Jun‐2044 30‐Jun‐2044 $0.00 $0.00 $0.00 $0.00 296 01‐Jun‐2044 30‐Jun‐2044 $0.00 $0.00 $0.00 $0.00 1.7758 1 01‐Jun‐2044 0 1 1 1 20444 0.0

297 01‐Jul‐2044 31‐Jul‐2044 $0.00 $0.00 $0.00 $0.00 297 01‐Jul‐2044 31‐Jul‐2044 $0.00 $0.00 $0.00 $0.00 1.7758 1 01‐Jul‐2044 0 1 1 1 20444 0.0

298 01‐Aug‐2044 31‐Aug‐2044 $0.00 $0.00 $0.00 $0.00 298 01‐Aug‐2044 31‐Aug‐2044 $0.00 $0.00 $0.00 $0.00 1.7758 1 01‐Aug‐2044 0 1 1 1 20444 0.0

299 01‐Sep‐2044 30‐Sep‐2044 $0.00 $0.00 $0.00 $0.00 299 01‐Sep‐2044 30‐Sep‐2044 $0.00 $0.00 $0.00 $0.00 1.7758 1 01‐Sep‐2044 0 1 1 1 20444 0.0

300 01‐Oct‐2044 31‐Oct‐2044 $0.00 $0.00 $0.00 $0.00 300 01‐Oct‐2044 31‐Oct‐2044 $0.00 $0.00 $0.00 $0.00 1.7758 1 01‐Oct‐2044 0 1 1 1 20444 0.0

301 01‐Nov‐2044 30‐Nov‐2044 $0.00 $0.00 $0.00 $0.00 301 01‐Nov‐2044 30‐Nov‐2044 $0.00 $0.00 $0.00 $0.00 1.7758 1 01‐Nov‐2044 0 1 1 1 20444 0.0

302 01‐Dec‐2044 31‐Dec‐2044 $0.00 $0.00 $0.00 $0.00 302 01‐Dec‐2044 31‐Dec‐2044 $0.00 $0.00 $0.00 $0.00 1.7758 1 01‐Dec‐2044 0 1 1 1 20444 0.0

303 01‐Jan‐2045 31‐Jan‐2045 $0.00 $0.00 $0.00 $0.00 303 01‐Jan‐2045 31‐Jan‐2045 $0.00 $0.00 $0.00 $0.00 1.7758 1 01‐Jan‐2045 0 1 1 1 20444 0.0

304 01‐Feb‐2045 28‐Feb‐2045 $0.00 $0.00 $0.00 $0.00 304 01‐Feb‐2045 28‐Feb‐2045 $0.00 $0.00 $0.00 $0.00 1.7758 1 01‐Feb‐2045 0 1 1 1 20444 0.0

305 01‐Mar‐2045 31‐Mar‐2045 $0.00 $0.00 $0.00 $0.00 305 01‐Mar‐2045 31‐Mar‐2045 $0.00 $0.00 $0.00 $0.00 1.7758 1 01‐Mar‐2045 0 1 1 1 20444 0.0

306 01‐Apr‐2045 30‐Apr‐2045 $0.00 $0.00 $0.00 $0.00 306 01‐Apr‐2045 30‐Apr‐2045 $0.00 $0.00 $0.00 $0.00 1.8114 1 01‐Apr‐2045 0 1 1 1 20454 0.0

307 01‐May‐2045 31‐May‐2045 $0.00 $0.00 $0.00 $0.00 307 01‐May‐2045 31‐May‐2045 $0.00 $0.00 $0.00 $0.00 1.8114 1 01‐May‐2045 0 1 1 1 20454 0.0

308 01‐Jun‐2045 30‐Jun‐2045 $0.00 $0.00 $0.00 $0.00 308 01‐Jun‐2045 30‐Jun‐2045 $0.00 $0.00 $0.00 $0.00 1.8114 1 01‐Jun‐2045 0 1 1 1 20454 0.0

309 01‐Jul‐2045 31‐Jul‐2045 $0.00 $0.00 $0.00 $0.00 309 01‐Jul‐2045 31‐Jul‐2045 $0.00 $0.00 $0.00 $0.00 1.8114 1 01‐Jul‐2045 0 1 1 1 20454 0.0

310 01‐Aug‐2045 31‐Aug‐2045 $0.00 $0.00 $0.00 $0.00 310 01‐Aug‐2045 31‐Aug‐2045 $0.00 $0.00 $0.00 $0.00 1.8114 1 01‐Aug‐2045 0 1 1 1 20454 0.0

311 01‐Sep‐2045 30‐Sep‐2045 $0.00 $0.00 $0.00 $0.00 311 01‐Sep‐2045 30‐Sep‐2045 $0.00 $0.00 $0.00 $0.00 1.8114 1 01‐Sep‐2045 0 1 1 1 20454 0.0

312 01‐Oct‐2045 31‐Oct‐2045 $0.00 $0.00 $0.00 $0.00 312 01‐Oct‐2045 31‐Oct‐2045 $0.00 $0.00 $0.00 $0.00 1.8114 1 01‐Oct‐2045 0 1 1 1 20454 0.0

313 01‐Nov‐2045 30‐Nov‐2045 $0.00 $0.00 $0.00 $0.00 313 01‐Nov‐2045 30‐Nov‐2045 $0.00 $0.00 $0.00 $0.00 1.8114 1 01‐Nov‐2045 0 1 1 1 20454 0.0

314 01‐Dec‐2045 31‐Dec‐2045 $0.00 $0.00 $0.00 $0.00 314 01‐Dec‐2045 31‐Dec‐2045 $0.00 $0.00 $0.00 $0.00 1.8114 1 01‐Dec‐2045 0 1 1 1 20454 0.0

315 01‐Jan‐2046 31‐Jan‐2046 $0.00 $0.00 $0.00 $0.00 315 01‐Jan‐2046 31‐Jan‐2046 $0.00 $0.00 $0.00 $0.00 1.8114 1 01‐Jan‐2046 0 1 1 1 20454 0.0

316 01‐Feb‐2046 28‐Feb‐2046 $0.00 $0.00 $0.00 $0.00 316 01‐Feb‐2046 28‐Feb‐2046 $0.00 $0.00 $0.00 $0.00 1.8114 1 01‐Feb‐2046 0 1 1 1 20454 0.0

317 01‐Mar‐2046 31‐Mar‐2046 $0.00 $0.00 $0.00 $0.00 317 01‐Mar‐2046 31‐Mar‐2046 $0.00 $0.00 $0.00 $0.00 1.8114 1 01‐Mar‐2046 0 1 1 1 20454 0.0

318 01‐Apr‐2046 30‐Apr‐2046 $0.00 $0.00 $0.00 $0.00 318 01‐Apr‐2046 30‐Apr‐2046 $0.00 $0.00 $0.00 $0.00 1.8476 1 01‐Apr‐2046 0 1 1 1 20464 0.0

319 01‐May‐2046 31‐May‐2046 $0.00 $0.00 $0.00 $0.00 319 01‐May‐2046 31‐May‐2046 $0.00 $0.00 $0.00 $0.00 1.8476 1 01‐May‐2046 0 1 1 1 20464 0.0

320 01‐Jun‐2046 30‐Jun‐2046 $0.00 $0.00 $0.00 $0.00 320 01‐Jun‐2046 30‐Jun‐2046 $0.00 $0.00 $0.00 $0.00 1.8476 1 01‐Jun‐2046 0 1 1 1 20464 0.0

321 01‐Jul‐2046 31‐Jul‐2046 $0.00 $0.00 $0.00 $0.00 321 01‐Jul‐2046 31‐Jul‐2046 $0.00 $0.00 $0.00 $0.00 1.8476 1 01‐Jul‐2046 0 1 1 1 20464 0.0

322 01‐Aug‐2046 31‐Aug‐2046 $0.00 $0.00 $0.00 $0.00 322 01‐Aug‐2046 31‐Aug‐2046 $0.00 $0.00 $0.00 $0.00 1.8476 1 01‐Aug‐2046 0 1 1 1 20464 0.0

323 01‐Sep‐2046 30‐Sep‐2046 $0.00 $0.00 $0.00 $0.00 323 01‐Sep‐2046 30‐Sep‐2046 $0.00 $0.00 $0.00 $0.00 1.8476 1 01‐Sep‐2046 0 1 1 1 20464 0.0

324 01‐Oct‐2046 31‐Oct‐2046 $0.00 $0.00 $0.00 $0.00 324 01‐Oct‐2046 31‐Oct‐2046 $0.00 $0.00 $0.00 $0.00 1.8476 1 01‐Oct‐2046 0 1 1 1 20464 0.0

325 01‐Nov‐2046 30‐Nov‐2046 $0.00 $0.00 $0.00 $0.00 325 01‐Nov‐2046 30‐Nov‐2046 $0.00 $0.00 $0.00 $0.00 1.8476 1 01‐Nov‐2046 0 1 1 1 20464 0.0

326 01‐Dec‐2046 31‐Dec‐2046 $0.00 $0.00 $0.00 $0.00 326 01‐Dec‐2046 31‐Dec‐2046 $0.00 $0.00 $0.00 $0.00 1.8476 1 01‐Dec‐2046 0 1 1 1 20464 0.0

327 01‐Jan‐2047 31‐Jan‐2047 $0.00 $0.00 $0.00 $0.00 327 01‐Jan‐2047 31‐Jan‐2047 $0.00 $0.00 $0.00 $0.00 1.8476 1 01‐Jan‐2047 0 1 1 1 20464 0.0

328 01‐Feb‐2047 28‐Feb‐2047 $0.00 $0.00 $0.00 $0.00 328 01‐Feb‐2047 28‐Feb‐2047 $0.00 $0.00 $0.00 $0.00 1.8476 1 01‐Feb‐2047 0 1 1 1 20464 0.0

329 01‐Mar‐2047 31‐Mar‐2047 $0.00 $0.00 $0.00 $0.00 329 01‐Mar‐2047 31‐Mar‐2047 $0.00 $0.00 $0.00 $0.00 1.8476 1 01‐Mar‐2047 0 1 1 1 20464 0.0

330 01‐Apr‐2047 30‐Apr‐2047 $0.00 $0.00 $0.00 $0.00 330 01‐Apr‐2047 30‐Apr‐2047 $0.00 $0.00 $0.00 $0.00 1.8845 1 01‐Apr‐2047 0 1 1 1 20474 0.0

331 01‐May‐2047 31‐May‐2047 $0.00 $0.00 $0.00 $0.00 331 01‐May‐2047 31‐May‐2047 $0.00 $0.00 $0.00 $0.00 1.8845 1 01‐May‐2047 0 1 1 1 20474 0.0

332 01‐Jun‐2047 30‐Jun‐2047 $0.00 $0.00 $0.00 $0.00 332 01‐Jun‐2047 30‐Jun‐2047 $0.00 $0.00 $0.00 $0.00 1.8845 1 01‐Jun‐2047 0 1 1 1 20474 0.0

333 01‐Jul‐2047 31‐Jul‐2047 $0.00 $0.00 $0.00 $0.00 333 01‐Jul‐2047 31‐Jul‐2047 $0.00 $0.00 $0.00 $0.00 1.8845 1 01‐Jul‐2047 0 1 1 1 20474 0.0

334 01‐Aug‐2047 31‐Aug‐2047 $0.00 $0.00 $0.00 $0.00 334 01‐Aug‐2047 31‐Aug‐2047 $0.00 $0.00 $0.00 $0.00 1.8845 1 01‐Aug‐2047 0 1 1 1 20474 0.0

335 01‐Sep‐2047 30‐Sep‐2047 $0.00 $0.00 $0.00 $0.00 335 01‐Sep‐2047 30‐Sep‐2047 $0.00 $0.00 $0.00 $0.00 1.8845 1 01‐Sep‐2047 0 1 1 1 20474 0.0

336 01‐Oct‐2047 31‐Oct‐2047 $0.00 $0.00 $0.00 $0.00 336 01‐Oct‐2047 31‐Oct‐2047 $0.00 $0.00 $0.00 $0.00 1.8845 1 01‐Oct‐2047 0 1 1 1 20474 0.0

337 01‐Nov‐2047 30‐Nov‐2047 $0.00 $0.00 $0.00 $0.00 337 01‐Nov‐2047 30‐Nov‐2047 $0.00 $0.00 $0.00 $0.00 1.8845 1 01‐Nov‐2047 0 1 1 1 20474 0.0

338 01‐Dec‐2047 31‐Dec‐2047 $0.00 $0.00 $0.00 $0.00 338 01‐Dec‐2047 31‐Dec‐2047 $0.00 $0.00 $0.00 $0.00 1.8845 1 01‐Dec‐2047 0 1 1 1 20474 0.0

339 01‐Jan‐2048 31‐Jan‐2048 $0.00 $0.00 $0.00 $0.00 339 01‐Jan‐2048 31‐Jan‐2048 $0.00 $0.00 $0.00 $0.00 1.8845 1 01‐Jan‐2048 0 1 1 1 20474 0.0

340 01‐Feb‐2048 29‐Feb‐2048 $0.00 $0.00 $0.00 $0.00 340 01‐Feb‐2048 29‐Feb‐2048 $0.00 $0.00 $0.00 $0.00 1.8845 1 01‐Feb‐2048 0 1 1 1 20474 0.0

341 01‐Mar‐2048 31‐Mar‐2048 $0.00 $0.00 $0.00 $0.00 341 01‐Mar‐2048 31‐Mar‐2048 $0.00 $0.00 $0.00 $0.00 1.8845 1 01‐Mar‐2048 0 1 1 1 20474 0.0

342 01‐Apr‐2048 30‐Apr‐2048 $0.00 $0.00 $0.00 $0.00 342 01‐Apr‐2048 30‐Apr‐2048 $0.00 $0.00 $0.00 $0.00 1.9222 1 01‐Apr‐2048 0 1 1 1 20484 0.0

343 01‐May‐2048 31‐May‐2048 $0.00 $0.00 $0.00 $0.00 343 01‐May‐2048 31‐May‐2048 $0.00 $0.00 $0.00 $0.00 1.9222 1 01‐May‐2048 0 1 1 1 20484 0.0

344 01‐Jun‐2048 30‐Jun‐2048 $0.00 $0.00 $0.00 $0.00 344 01‐Jun‐2048 30‐Jun‐2048 $0.00 $0.00 $0.00 $0.00 1.9222 1 01‐Jun‐2048 0 1 1 1 20484 0.0

345 01‐Jul‐2048 31‐Jul‐2048 $0.00 $0.00 $0.00 $0.00 345 01‐Jul‐2048 31‐Jul‐2048 $0.00 $0.00 $0.00 $0.00 1.9222 1 01‐Jul‐2048 0 1 1 1 20484 0.0

346 01‐Aug‐2048 31‐Aug‐2048 $0.00 $0.00 $0.00 $0.00 346 01‐Aug‐2048 31‐Aug‐2048 $0.00 $0.00 $0.00 $0.00 1.9222 1 01‐Aug‐2048 0 1 1 1 20484 0.0

347 01‐Sep‐2048 30‐Sep‐2048 $0.00 $0.00 $0.00 $0.00 347 01‐Sep‐2048 30‐Sep‐2048 $0.00 $0.00 $0.00 $0.00 1.9222 1 01‐Sep‐2048 0 1 1 1 20484 0.0

348 01‐Oct‐2048 31‐Oct‐2048 $0.00 $0.00 $0.00 $0.00 348 01‐Oct‐2048 31‐Oct‐2048 $0.00 $0.00 $0.00 $0.00 1.9222 1 01‐Oct‐2048 0 1 1 1 20484 0.0

349 01‐Nov‐2048 30‐Nov‐2048 $0.00 $0.00 $0.00 $0.00 349 01‐Nov‐2048 30‐Nov‐2048 $0.00 $0.00 $0.00 $0.00 1.9222 1 01‐Nov‐2048 0 1 1 1 20484 0.0

350 01‐Dec‐2048 31‐Dec‐2048 $0.00 $0.00 $0.00 $0.00 350 01‐Dec‐2048 31‐Dec‐2048 $0.00 $0.00 $0.00 $0.00 1.9222 1 01‐Dec‐2048 0 1 1 1 20484 0.0

351 01‐Jan‐2049 31‐Jan‐2049 $0.00 $0.00 $0.00 $0.00 351 01‐Jan‐2049 31‐Jan‐2049 $0.00 $0.00 $0.00 $0.00 1.9222 1 01‐Jan‐2049 0 1 1 1 20484 0.0

352 01‐Feb‐2049 28‐Feb‐2049 $0.00 $0.00 $0.00 $0.00 352 01‐Feb‐2049 28‐Feb‐2049 $0.00 $0.00 $0.00 $0.00 1.9222 1 01‐Feb‐2049 0 1 1 1 20484 0.0

353 01‐Mar‐2049 31‐Mar‐2049 $0.00 $0.00 $0.00 $0.00 353 01‐Mar‐2049 31‐Mar‐2049 $0.00 $0.00 $0.00 $0.00 1.9222 1 01‐Mar‐2049 0 1 1 1 20484 0.0

354 01‐Apr‐2049 30‐Apr‐2049 $0.00 $0.00 $0.00 $0.00 354 01‐Apr‐2049 30‐Apr‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 1 01‐Apr‐2049 0 1 1 1 20494 0.0

355 01‐May‐2049 31‐May‐2049 $0.00 $0.00 $0.00 $0.00 355 01‐May‐2049 31‐May‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 1 01‐May‐2049 0 1 1 1 20494 0.0

356 01‐Jun‐2049 30‐Jun‐2049 $0.00 $0.00 $0.00 $0.00 356 01‐Jun‐2049 30‐Jun‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 1 01‐Jun‐2049 0 1 1 1 20494 0.0

357 01‐Jul‐2049 31‐Jul‐2049 $0.00 $0.00 $0.00 $0.00 357 01‐Jul‐2049 31‐Jul‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 1 01‐Jul‐2049 0 1 1 1 20494 0.0

358 01‐Aug‐2049 31‐Aug‐2049 $0.00 $0.00 $0.00 $0.00 358 01‐Aug‐2049 31‐Aug‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 1 01‐Aug‐2049 0 1 1 1 20494 0.0

359 01‐Sep‐2049 30‐Sep‐2049 $0.00 $0.00 $0.00 $0.00 359 01‐Sep‐2049 30‐Sep‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 1 01‐Sep‐2049 0 1 1 1 20494 0.0

360 01‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 360 01‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 1 01‐Oct‐2049 0 1 1 1 20494 0.0

0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 0 01‐Nov‐2049 0 0 0 0 20494 0.0

0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 0 01‐Dec‐2049 0 0 0 0 20494 0.0

0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 0 01‐Jan‐2050 0 0 0 0 20494 0.0

0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 0 01‐Feb‐2050 0 0 0 0 20494 0.0

0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 0 01‐Mar‐2050 0 0 0 0 20494 0.0

0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 0 01‐Apr‐2050 0 0 0 0 20494 0.0

0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 0 01‐May‐2050 0 0 0 0 20494 0.0

0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 0 01‐Jun‐2050 0 0 0 0 20494 0.0

0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 0 01‐Jul‐2050 0 0 0 0 20494 0.0

0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 0 01‐Aug‐2050 0 0 0 0 20494 0.0

0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 0 01‐Sep‐2050 0 0 0 0 20494 0.0

0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 0 01‐Oct‐2050 0 0 0 0 20494 0.0

0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 0 01‐Nov‐2050 0 0 0 0 20494 0.0

0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 0 01‐Dec‐2050 0 0 0 0 20494 0.0

0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 0 01‐Jan‐2051 0 0 0 0 20494 0.0

0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 0 01‐Feb‐2051 0 0 0 0 20494 0.0

0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 0 01‐Mar‐2051 0 0 0 0 20494 0.0

0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 0 01‐Apr‐2051 0 0 0 0 20494 0.0

0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 0 01‐May‐2051 0 0 0 0 20494 0.0

0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 0 31‐Oct‐2049 31‐Oct‐2049 $0.00 $0.00 $0.00 $0.00 1.9607 0 01‐Jun‐2051 0 0 0 0 20494 0.0

End of sheet

The Regina Bypass Project 

RFP ‐ Schedule 6 ‐ Price Form 

NPV Summary 

1. Net Present Value 

Discount Rate  3.80%

Base Date  29‐Jul‐2015

Net Present Value 

NPV of Total Monthly O&M Interim Services Payments $0.00

NPV of Phase One Substantial Completion Payment $0.00

NPV of  Substantial Completion Payment $0.00

NPV of Service Payments $0.00

Total NPV Payments $0.00

End of sheet

1

SCHEDULE 7 – ADMINISTRATIVE CHECKLIST

This Administrative Checklist is provided for the convenience and assistance of the Proponent. It relates only to submission requirements and does not summarize all of the Proponent’s obligations under the RFP. The Proponent is requested but is not required to submit this Administrative Checklist with its Proposal.

This Administrative Checklist is not intended, nor shall it be interpreted, to modify any of the submission requirements set out in the RFP or the Proponent’s exclusive responsibility to submit a complete Proposal in accordance with the RFP. While efforts have been made to ensure that this Administrative Checklist is comprehensive, the Proponent is solely responsible to review the RFP Documents so as to assess whether its Proposal contains all required submissions.

Technical Proposal

Section Reference Completeness Requirement Met (circle one)

Request for Proposals

Section 4.2(5) Financial Submission Information must not be disclosed or referred to within the Technical Proposal.

No response necessary.

Section 5.1(1) The Technical Proposal must be received by SaskBuilds on or before the Technical Proposal Submission Deadline.

No response necessary.

Section 5.1(1) The Technical Proposal must be delivered to the address for submission set out in the RFP Data Sheet.

No response necessary.

Section 5.1(2) The Technical Proposal must be delivered by pre-paid courier or hand.

No response necessary.

Schedule 3 Part 1 – Technical Submission Requirements

Part B, Section 1.0 Project Management Plan

1.1 Overall Approach

1.2 Partnering

1.3 IMS Manual

1.4 Approvals Strategy

Yes/No

Yes/No

Yes/No

Yes/No

Part B, Section 2.0 Works Schedule:

2.1 Proponent strategies

2.2 Project schedule

Yes/No

Yes/No

Part B, Section 3.0 Communication Plan Yes/No

2

Section Reference Completeness Requirement Met (circle one)

Part B, Section 4.0 OHS Management Plan:

4.1 Project Safety Plan

Yes/No

Part B, Section 5.0 Environmental Submission:

5.1 Environmental Protection Plan

Yes/No

Part B, Section 6.0 Design Submission:

6.1 Technical Design

6.2 Assumptions and Variance Analysis

Yes/No

Yes/No

Part B, Section 7.0 Construction Submission:

7.1 Construction Management Plan

7.2 Construction Traffic Management Plan

Yes/No

Yes/No

Part B, Section 8.0 OM&R Submission:

8.1 Operations Director and Operations Manager

8.2 Operations and Maintenance Plan

8.3 Asset Management Plan

8.4 Rehabilitation Work Schedule

Yes/No

Yes/No

Yes/No

Yes/No

Schedule 3 Part 3 – Proposal Format and Evaluation

Part D Package A: One (1) signed original marked “Original Copy” and four (4) copies of Package A – Proposal Submission Form and a Proponent Team Member Declaration for each Proponent Team Member

Yes/No

Part D Package B: One (1) signed original marked “Original Copy” and eight (8) copies of the following: Technical Submission with the Technical Submission Information

Yes/No

Part D Three (3) complete USB format "memory" sticks or sets of USB format "memory" sticks containing Packages A and B in PDF format

Yes/No

Part D Three (3) complete USB format "memory" sticks or sets of USB format "memory" sticks containing Packages A and B in a file format that can be edited

Yes/No

Part D In addition each Proponent should submit an additional USB format “memory” stick with Part D of the Proposal containing only the Financial Model in editable format (Microsoft Excel (Version 2007XP or 2010)) and marked “Financial Model - Original Copy”.

Yes/No

Schedule 4 – Proposal Submission Form

Schedule 4 Proposal Submission Form Yes/No

Schedule 5 – Proponent Team Member Declaration

Schedule 5 Proponent Team Member Declaration for each Proponent Team Member

Yes/No

3

Section Reference Completeness Requirement Met (circle one)

Schedule 7 – Administrative Checklist

Schedule 7 Administrative Checklist (Technical Proposal) Yes/No

Financial Proposal

Section Reference Completeness Requirement Met (circle one)

Request for Proposals

Section 4.2(4) Part C of the Proposal must be submitted within a separate sealed envelope clearly labelled “RFP Reference Number: SBRBP-RFP, Part C – Financial Submission Information” and the name of the Proponent.

No response necessary.

Section 4.2(5) Financial Submission Information must not be disclosed or referred to within the Proposal other than in Part C.

No response necessary.

Section 5.1(1) The Financial Proposal must be received by SaskBuilds on or before the Financial Proposal Submission Deadline.

No response necessary.

Section 5.1(1) The Financial Proposal must be delivered to the address for submission set out in the RFP Data Sheet.

No response necessary.

Section 5.1(2) The Financial Proposal must be delivered by pre-paid courier or hand.

No response necessary.

Schedule 3 Part 2 – Financial Submission Requirements

Part C, Section 1.0 Financing Plan, including: Yes/No

Letter of Support for Construction Yes/No

Letter of Support from Equity Provider(s) Yes/No

Letter of Support from Lender(s) or Financial Institution(s)

Yes/No

Letters of Support from Subcontractors Yes/No

Proposal Summary Yes/No

Part C, Section 2.0 Basis for Financial Submission Yes/No

Part C, Section 3.0 Financial Model, including: Yes/No

Audit Letter Yes/No

Financial Model Specification Booklet Yes/No

Inputs Booklet Yes/No

Part C, Section 4.0 Net Present Value Yes/No

Part C, Section 5.0 Project Cost Reporting including: Yes/No

Appendix B – Project Cost Reporting Yes/No

4

Section Reference Completeness Requirement Met (circle one)

Schedule 3 Part 3 – Proposal Format and Evaluation

Part D Package C: One (1) original and Four (4) copies of Package C –Financial Submissions, with the Price Submission Form, Financial Submission

Yes/No

Part D Three (3) complete USB format "memory" sticks or sets of USB format "memory" sticks containing Package C in PDF format

Yes/No

Part D Three (3) complete USB format "memory" sticks or sets of USB format "memory" sticks containing Package C in a file format that can be edited

Yes/No

Schedule 6 – Price Submission Form

Schedule 6 Price Submission Form Yes/No

Schedule 7 – Administrative Checklist

Schedule 7 Administrative Checklist (Financial Proposal) Yes/No

Early Works Agreement

Section Reference Completeness Requirement Met (circle one)

Request for Proposals

Section 4.2(7) Part D of the Proposal must be submitted within a separate sealed envelope clearly labelled “RFP Reference Number: SBRBP-RFP, Part D – Early Works Agreement” and the name of the Proponent.

No response necessary.

Schedule 3 Part 3 – Proposal Format and Evaluation

Part D Package D: One (1) original and Five (5) copies of Package D – Early Works Agreement

Yes/No

Part D Three (3) complete USB format "memory" sticks or sets of USB format "memory" sticks containing Package D in PDF format

Yes/No

Part D Three (3) complete USB format "memory" sticks or sets of USB format "memory" sticks containing Package D in a file format that can be edited

Yes/No

Schedule 12 – Early Works Agreement

Schedule 12 Early Works Agreement completed by the Proponent where indicated

Yes/No

Schedule 7 – Administrative Checklist

Schedule 7 Administrative Checklist (Financial Proposal) Yes/No

CONFIDENTIAL Page 1

SCHEDULE 8 – STANDBY LETTER OF CREDIT

[NTD: The Standby Letter of Credit must be issued by a bank(s) acceptable to The Ministry acting reasonably, and must be callable at the bank’s counters in either Regina, Saskatchewan or in Toronto, Ontario.]

Letter of Credit: #[]

Date: []

Saskatchewan Ministry of Highways and Infrastructure 1100 – 1855 Victoria Avenue Regina, Canada S4P 3T2 Attn: Chief Executive Officer

Dear Sir/Madam:

RE: Regina Bypass Project

At the request of our client, [] (“Project Co”), we, [insert name and address of issuing bank], hereby issue in your favour an irrevocable standby letter of credit (the “Letter of Credit”) in the amount of ten million dollars ($10,000,000).

The amount available under this Letter of Credit is payable to the Saskatchewan Ministry of Highways and Infrastructure (the “Ministry”), at any time and from time to time, upon:

(a) receipt by us of a written demand for payment, accompanied by a certificate signed by two officers of The Ministry certifying that The Ministry is entitled to draw on this Letter of Credit pursuant to Section 9.1 of request for proposals Reference Number: SBRBP-RFP (Design, Build, Finance, Operate & Maintain, Regina Bypass Project) issued by SaskBuilds Corporation and the Ministry on August 22, 2014 (as amended from time to time, the “RFP”), and

(b) presentation of the original of this Letter of Credit.

This Letter of Credit will expire at 5:00 p.m. on [Insert the date that is 10 days following the later of the Commercial Close Target Date and the Proposal Validity Period], and The Ministry may call for payment of any amount outstanding under this Letter of Credit at any time up to 5:00 p.m. on that date should this Letter of Credit not be renewed.

It is a condition of this Letter of Credit that it shall be automatically extended, without amendment, for one year from the expiration date hereof, or any future expiration date, unless, at least 30 days prior to any expiration date, we notify you, in writing, that we elect not to consider this Letter of Credit renewed for any such additional period. Upon receipt by you of such notice, you may draw the full amount hereunder by means of your demand.

Partial drawings are permitted.

We hereby agree that demands delivered under this Letter of Credit will be duly honoured upon presentation provided that all terms and conditions herein have been complied with.

Written demands drawn under this Letter of Credit shall state on their face that they are drawn under this Letter of Credit #[].

It is understood that [insert name of issuing bank] is obligated under this Letter of Credit for payments of monies only.

CONFIDENTIAL Page 2

The RFP is referred to herein for reference purposes only and does not form part of the terms of this Letter of Credit.

This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (2007 Revision) of the International Chamber of Commerce (ICC Publication No. 600) the (“UCP”) with the exception of Articles 18-30 inclusive (other than Article 29a, which shall apply) and Articles 31b, 31c and 32 except to the extent, if any, inconsistent with the express terms of this Letter of Credit. Notwithstanding Article 36 of the UCP, if this Letter of Credit expires during an interruption of business as contemplated in Article 36, we shall honour any demand made under this Letter of Credit prior to the expiration date, within 30 days after the date in which such interruption of business ends (and we shall notify you promptly when it does so end). For matters not covered by such publication, it shall be governed by and construed in accordance with the laws of the Province of Saskatchewan.

Yours truly,

[NAME OF ISSUING BANK]

By:

Name: Title:

By:

Name: Title:

SCHEDULE 9 – FORM OF PROJECT AGREEMENT

PROVIDED AS SEPARATE DOCUMENTATION.

1

SCHEDULE 10 – BENCHMARKING AND LENDERS COMMITMENT LETTER

1. Introduction

(1) Following the Financial Proposal Submission Deadline, adjustments will be made to elements of the Successful Proponent’s Financial Submission and Price Submission Form to allow for:

(a) changes in the underlying benchmark interest rate(s) (the "Benchmark Rate(s)") that is used for pricing the Successful Proponent’s short term and long term senior debt financing and reinvestment instruments; and

(b) subject to election at the Financial Proposal Submission Deadline, changes in the financing premiums / spreads in excess of the Benchmark Rate that are used for pricing the Successful Proponent’s short term and long term senior debt financing and reinvestment instruments, excluding any hedge premiums, swap counter party spreads or any other applicable fees (the “Credit Spread(s)”).

(2) For greater clarity, rates and spreads on any subordinated or junior debt, including equity bridge loans and similar non-senior debt facilities will not be adjusted following the Financial Proposal Submission Deadline, except than in accordance with Section 4 of Schedule 10 of the RFP.

(3) The following table illustrates how the Benchmark Rate(s), Credit Spread(s) and other elements of the senior debt financing instruments may be presented in the Proponent’s Financial Model and the treatment of each element following the Financial Proposal Submission Deadline:

2

Explanation Treatment

Benchmark Rate

Pricing reference rate. May be developed from one or a combination of the eligible instruments listed Appendix A to this Schedule. Excludes all spreads including credit spreads, swap credit spreads, fees and other types of pricing premiums.

WILL BE ADJUSTED ONLY on the Benchmarking Date (i.e. prior to or on Financial Close) to account for movement in the Benchmark Rate in accordance with Section 3 of Schedule 10 to the RFP.

Credit Spread Financing premium/spread over Benchmark Rate

SUBJECT TO ELECTION, ADJUSTED ONLY, if applicable, at Credit Spread Lock-in Date, in accordance with Section 2 of Schedule 10 to the RFP.

Hedge Premium Hedge credit charge (where applicable)

WILL NOT BE ADJUSTED

Other fees (as applicable)

Specific to the financing solution provided

WILL NOT BE ADJUSTED.

2. Credit Spreads and Lenders Commitment Letter

2.1 Election of Credit Spread Election Facilities and Held Pricing Facilities

(1) In respect of all short term and long term senior debt financing and reinvestment instruments included within its Financial Submission, the Proponent shall specify in its Financial Submission by way of an election:

(a) which fixed rate senior lending facilities and/or debt financing instruments, if any, in respect of which it shall adjust Credit Spreads from the Financial Proposal Submission Deadline to the Financial Close (the "Credit Spread Election Facilities"); and

(b) which form(s) of senior lending facility and/or debt financing and/or reinvestment instruments (including any variable rate lending facilities), if any, in respect of which it shall hold, Credit Spreads for from the Financial Proposal Submission Deadline to Financial Close (the "Held Pricing Facilities"),

and such information shall be reflected in the Financial Model.

(2) In respect of the Credit Spread Election Facilities, a Proponent shall, no later than the date for submission of Indicative Credit Spread Benchmarks and formula for Credit Spread benchmarking indicated in the Timetable and using the excel spreadsheet

3

template provided as Appendix B of Schedule 10 of the RFP, provide to the Sponsors for their review and acceptance, in their discretion:

(a) the publicly verifiable and observable tools/rates or basket of tools/rates proposed to be used to justify and assess the reasonableness and consistency of the Credit Spread and any changes to or confirmation of the Credit Spread at the Credit Spread Lock-in Date- (the “Indicative Credit Spread Benchmark(s)”).

(b) a formula in writing describing how its Credit Spreads shall move upwards or downwards consistent with the movement in the Indicative Credit Spread Benchmarks

(3) The Sponsors shall confirm whether or not they accept the Indicative Credit Spread Benchmarks and/or formula submitted by the Proponent prior to the Advance Benchmark Pricing Date. If, in the Sponsors’ sole discretion, the Indicative Credit Spread Benchmark(s) and/or formula are unsatisfactory, the Sponsors reserve the right to request that the Proponent clarify the submitted Indicative Credit Spread Benchmark(s) and/or require the Proponent to resubmit the Indicative Credit Spread Benchmark(s) and/or formula.

(4) In consideration of 2.1(3) above the Sponsors have identified, at Appendix C of Schedule 10 of the RFP, a number of satisfactory bonds for potential inclusion as Indicative Credit Spread Benchmark(s). These bonds have been pre-approved by the Sponsors and are likely, subject to any adverse changes subsequent to the issue of Appendix C, to be accepted by the Sponsors as Indicative Credit Spread Benchmarks.

(5) The Indicative Credit Spread Benchmarks and formula that are accepted by the Sponsors may be used by the Proponent and the Proponent's Lenders, in accordance with Section 2.2 of Schedule 10 to the RFP to explain:

(a) why the movement, if any, in the Indicative Credit Spread Benchmarks is or is not sufficient to require a change to the Credit Spreads, and

(b) how the change, or lack thereof, to the Credit Spreads is consistent with the movement, if any, of the Indicative Credit Spread Benchmarks.

(6) Subject to Section 2.1(3), where the formula is not accepted, the provisions of this Schedule 10 shall apply as if any such formula had not been provided to the Sponsors by the Proponent.

(7) Proponents should note that no changes to the Indicative Credit Spread Benchmarks and election of Credit Spread Election Facilities and Held Pricing Facilities

4

after the Financial Proposal Submission Deadline will be permitted.

2.2 Process for adjustments to Credit Spread Election Facilities

(1) A Successful Proponent that has provided notification pursuant to Section 2.1(1) of Schedule 10 to the RFP shall, prior to Commercial Close and the Credit Spread lock-in date established by the Sponsors in accordance with this RFP (the "Credit Spread Lock-in Date") confirm or change, in respect of the Credit Spread Election Facilities, the Credit Spreads set out in its Financial Submission, in accordance with the process set out in this Section 2.2 of Schedule 10 to the RFP. The Successful Proponent and its underwriters for any Credit Spread Election Facilities will invite the Sponsors (including its advisors) to group investor presentations, and periodic update calls/meetings regarding the status of the marketing process, investor feedback ,and status of the book building process on a frequency reasonably agreed by the parties.

(2) The Sponsors shall provide at least one (1) Business Day prior written notice to the Successful Proponent of the Sponsors' establishment of the Credit Spread Lock-in Date, provided that the Sponsors may revoke their notice and issue a replacement notice in their discretion;

(3) The Successful Proponent shall, no later than the Credit Spread Lock-in Date, advise the Sponsors of either a confirmation or change to its Credit Spreads in accordance with the following:

(a) if there has been upward or downward movement in the Indicative Credit Spread Benchmarks sufficient to require a change to its Credit Spreads on or before the Credit Spread Lock-in Date, the Successful Proponent shall change its Credit Spreads by submitting to the Sponsors:

(i) an updated Financial Model that has been revised only to reflect the Successful Proponent's changes to its Credit Spreads and optimized to the satisfaction of the Sponsors acting reasonably. For greater clarity, no changes shall be made to the Financial Model other than to change the Credit Spreads and any resulting changes from the re-optimization of the Financial Model to reflect the revised Credit Spreads;

(ii) an amended Price Submission Form and Summary of Proposal Cost Form revised only to reflect the Successful Proponent's changes to its Credit Spreads;

(iii) a written explanation and, where applicable, calculations from the Successful Proponent demonstrating why the upward or downward movement in the Indicative Credit Spread Benchmarks from the ICSB Pricing Date to the

5

Credit Spread Lock-in Date is sufficient to require a change to the Credit Spreads and that the change to the Credit Spreads is consistent with the movement of the Indicative Credit Spread Benchmarks of the Successful Proponent from the ICSB Pricing Date to the Credit Spread Lock-in Date. For greater clarity, the written explanation shall be supported by facts, justifications and analysis of relevant factors such as new issue spreads, credit default swap spreads, and/or other publicly verifiable spread indices as applicable;

(iv) a written explanation and, where applicable, calculations prepared and executed by the Successful Proponent's Lenders demonstrating why the upward or downward movement in the Indicative Credit Spread Benchmarks from the ICSB Pricing Date to the Credit Spread Lock-in Date is sufficient to require a change to the Credit Spreads and that the change to the Credit Spreads is consistent with the movement of the Indicative Credit Spread Benchmarks of the Successful Proponent from the ICSB Pricing Date to the Credit Spread Lock-in Date. For greater clarity, the written explanation shall be supported by facts, justifications and analysis of relevant factors such as new issue spreads, credit default swap spreads, and/or other publicly verifiable spread indices as applicable; and

(v) written confirmation that the Successful Proponent has not changed any variables in the Financial Model or made any revisions to the Financial Submission except for the Credit Spreads and any resulting changes from the re-optimization of the Financial Model to reflect the revised Credit Spreads;

(b) if there has not been upward or downward movement in the Indicative Credit Spread Benchmarks sufficient to require a change to its Credit Spreads, on or before the Credit Spread Lock-in Date, the Successful Proponent shall not change its Credit Spreads and shall submit to the Sponsors:

(i) a written explanation and, where applicable, calculations from the Successful Proponent demonstrating why the movement, if any, in the Indicative Credit Spread Benchmarks from the ICSB Pricing Date to the Credit Spread Lock-in Date is not sufficient to require a change to the Credit Spreads and that maintaining the Credit Spreads as submitted on the Financial Proposal Submission Deadline is consistent with the movement, if any, in the Indicative Credit Spread Benchmarks of the Successful Proponent

6

from the ICSB Pricing Date to the Credit Spread Lock-in Date. For greater clarity, the written explanation shall be supported by facts, justifications and analysis of relevant factors such as new issue spreads, credit default swap spreads, and/or other publicly verifiable spread indices as applicable; and

(ii) a written explanation and, where applicable, calculations prepared and executed by the Successful Proponent's Lenders demonstrating why the movement, if any, in the Indicative Credit Spread Benchmarks from the ICSB Pricing Date to the Credit Spread Lock-in Date is not sufficient to require a change to the Credit Spreads and that maintaining the Credit Spreads as submitted on the Financial Proposal Submission Deadline is consistent with the movement, if any, in the Indicative Credit Spread Benchmarks of the Successful Proponent from the ICSB Pricing Date to the Credit Spread Lock-in Date. For greater clarity, the written explanation shall be supported by facts, justifications and analysis of relevant factors such as new issue spreads, credit default swap spreads, and/or other publicly verifiable spread indices, as applicable; and

(iii) as of the Credit Spread Lock-in Date, but subject to RFP Section 5.6(2), the revised or unchanged Credit Spreads, as applicable, and, if applicable, any re-optimization of its Financial Model and any revisions to its Proposal provided by the Successful Proponent shall apply until Financial Close.

(4) If the Successful Proponent fails to confirm or submit a change to the Credit Spreads in accordance with Section 2.2(3) on or before the Credit Spread Lock-in Date, the Sponsors may:

(a) deem that the Successful Proponent has amended its Credit Spreads:

(i) consistent with the average movement of the Indicative Credit Spread Benchmarks of the Successful Proponent from the ICSB Pricing Date to the Credit Spread Lock-in Date; and/or

(ii) in the case of bonds, to reflect the Clearing Spread set out in Section 4 of Schedule 10 to the RFP,

7

and require the Proponent to submit the information set out in Section 2.2(3)(a) of Schedule 10 to the RFP and/or Section 4 of Schedule 10 to the RFP; and/or

(b) deem that the Successful Proponent has made no changes to its Credit Spreads subsequent to the ICSB Pricing Date and require the Successful Proponent to submit the explanations set out in Section 2.2(3)(b) of Schedule 10 to the RFP.

(5) The Sponsors will evaluate the reasonableness of the Credit Spreads for the Credit Spread Election Facilities submitted by the Proponent and as priced at the Credit Spread Lock-in Date. If the Sponsors, acting in their discretion, do not find such Credit Spreads to be reasonable, the Sponsors may, at the Credit Spread Lock-in Date, deem that the Proponent has amended such Credit Spreads to be consistent with the movement of the Indicative Credit Spread Benchmarks of the Proponent from the ICSB Pricing Date to the Credit Spread Lock-in Date; provided, that, if the Sponsors exercise their rights under this Section 2.2(5) of Schedule 10 to the RFP, any deemed amendments to the Credit Spreads shall be equal to the change in the Indicative Credit Spread Benchmarks over the applicable period of time in accordance with the accepted formula.

(6) The Successful Proponent and Lenders (including but not limited to underwriters, mandated lead arrangers and arrangers) acknowledge and agree that if, on the Credit Spread Lock-In Date:

(a) The Clearing Spread for the bonds payable by the Successful Proponent is less than the Credit Spread derived using Indicative Credit Spread Benchmarks, the full benefit of such lower Clearing Spread will be passed through to the Sponsors. This Clearing Spread will be reflected in the reduction of the Service Payments payable by the Ministry as set out in an updated Financial Model that has been revised only to reflect the Successful Proponent's changes to its Credit Spreads and optimized to the satisfaction of the Sponsors acting reasonably. For greater clarity, no changes shall be made to the Financial Model other than to change the Credit Spreads and any resulting changes from the re-optimization of the Financial Model to reflect the revised Credit Spreads.

(b) The Clearing Spread for the bonds payable by the Successful Proponent is higher than the Credit Spread derived using the Indicative Credit Spread Benchmarks, then the Lenders will be required to provide to the Sponsors an explanation for such variance between the Clearing Spread and the Credit Spread derived using the Indicative Credit Spread Benchmarks described herein in this section of the RFP, supported by facts, justifications and analysis of relevant factors. Only if such explanation is accepted by the Sponsors, acting reasonably,

8

then such higher Credit Spread will be reflected in the Service Payments payable by the Ministry as set out in the Financial Model submitted by the Preferred Proponent prior to Financial Close using the optimization procedure set out in 3.2 (3) of this Schedule 10 of the RFP. If such explanation is not accepted by the Sponsors, acting reasonably, the sponsors may exercise their rights set out in Section 2.3(3) of this Schedule 10 of the RFP without limiting any other rights under this RFP.

(c) To provide complete transparency, between the time of selection of the Successful Proponent and targeted Financial Close, the Successful Proponent and the Lenders will provide periodic updates to the satisfaction of the Sponsors in respect of (i) the expected Clearing Spread for the bonds using the Indicative Credit Spread Benchmarks process pursuant to this RFP and (ii) any variances between the expected Clearing Spread for the bonds and the Credit Spread derived using the Indicative Credit Spread Benchmarks process pursuant to this RFP.

2.3 Lenders Commitment Letter

(1) In a written notice given to the Successful Proponent the Sponsors shall prescribe the date (provided the Sponsors may give a further notice of a revised date in their discretion) on which the Successful Proponent shall submit to the Sponsors a letter, the form and substance of which shall be satisfactory to the Sponsors, acting reasonably, on the letterhead of its Lenders and executed by the Lenders (the "Lenders Commitment Letter") addressed to the Successful Proponent confirming,

(a) the Lenders unconditional funding commitment to provide the financing described in the Financial Submission including as revised in accordance with Schedule 10 of the RFP and including, for clarity, a confirmation that the funding commitment does not contain material adverse change, market flex or any other similar conditions, or if such conditions were originally applicable that the Lenders have now waived such conditions; and

(b) that the Lenders accept the Project Agreement without any material change.

(2) Prior to the issuance of the Lenders Commitment Letter, and no later than either the Credit Spread Lock-in Date, if applicable, or 5 Business Days prior to the due date of the Lenders Commitment Letter as prescribed by the Sponsors pursuant to this RFP Section 2.2 of Schedule 10 of the RFP, the Successful Proponent shall submit a draft thereof (the "Draft Lenders Commitment Letter") to the Sponsors for review and comment by the Sponsors.

(3) If (i) in respect of the Credit Spread Election Facilities, the amendment or

9

confirmation of the Credit Spreads under Schedule 10 of the RFP are not consistent with the Indicative Credit Spread Benchmarks of the Successful Proponent, in the discretion of the Sponsors, or (ii) in respect of the Credit Spread Election Facilities, the written explanations justifying the amendment or confirmation of the Credit Spreads under Schedule 10 of the RFP are not, in the discretion of the Sponsors, acceptable to the Sponsors, or (iii) any other of the requirements respecting the amendment or confirmation of the Credit Spreads under Schedule 10 of the RFP have not, in the discretion of the Sponsors, been satisfied or complied with, or (iv) the Successful Proponent's Lenders have not provided a Lenders Commitment Letter which, in the Sponsors' discretion, satisfies the requirements of Section 2.2 of Schedule 10 of the RFP, then:

(a) The Sponsors shall, no later than 7 Business Days after the Credit Spread Lock-In Date or the date of receipt by the Sponsors of the Lenders Commitment Letter, give written notice to the Successful Proponent setting out the manner in which any of the foregoing requirements of Schedule 10 of the RFP have not been satisfied or complied with (the "Rectification Notice"). The Successful Proponent shall have 7 Business Days following the date of the Rectification Notice to rectify the failure to satisfy the requirements as set out in the Rectification Notice (for greater certainty, including the resubmission of an updated Financial Model that provides for revised Credit Spreads that are consistent with the changes to the Indicative Credit Spread Benchmarks of the Successful Proponent or the resubmission of the Lenders Commitment Letter) by submitting to the Sponsors a response to the Rectification Notice (the "Rectification Notice Response").

(b) If the Sponsors, in their discretion: (A) are not satisfied with the Rectification Notice Response or with the Draft Lenders Commitment Letter; and/or (B) determine that the NPV of the Successful Proponent's Proposal as revised by Schedule 10 of the RFP exceeds the budget for the Project; and/or (C) determine that the NPV of the Successful Proponent's Proposal as revised in accordance with Schedule 10 of the RFP changes the overall rank of the Successful Proponent relative to the other Proponents, the Sponsors may, in their discretion and without limitation to any other right under this RFP:

(i) Request the Proponent that ranked second in accordance with RFP Section 7.3.5 (the “Second Ranked Proponent”) to confirm or change its Credit Spreads in accordance with Schedule 10 of the RFP, and at the same time request the Successful Proponent to again confirm or change its Credit Spreads in accordance with Schedule 10 of the RFP, and

10

based on the results thereof, re-run the evaluation process to determine which of the Successful Proponent or the Second Ranked Proponent is then the highest ranked Proponent. If the Second Ranked Proponent is then the highest ranked Proponent then the Second Ranked Proponent shall then become the Successful Proponent in place of the first selected Successful Proponent for all purposes of this RFP;

(ii) Direct the Successful Proponent to terminate its relationship with its Lenders, and the Sponsors shall conduct, in conjunction with the Successful Proponent, a competition amongst prospective lenders to become Lenders to the Successful Proponent following which the Successful Proponent shall resubmit its Financial Proposal to incorporate the financial terms and conditions of the Lenders that are successful in the competition. Based thereon, the Sponsors may, in their discretion, continue with the Successful Proponent in accordance with the provisions of this RFP; or

(iii) Request the Second Ranked Proponent and the Successful Proponent to resubmit their respective Financial Proposals for evaluation under and in accordance with this RFP, and for such purpose shall establish a new Financial Proposal Submission Deadline.

The Sponsors may, in their discretion and for greater clarity, elect to change which of Section 2.3(3)(b) of Schedule 10 of the RFP processes to employ at any time during the application of Section 2.3(3)(b) of Schedule 10 of the RFP. Without limitation to the foregoing, and in their discretion, the Sponsors may, if they are not satisfied with the Rectification Notice Response or the Lenders Commitment Letter, at any time notify the Successful Proponent in a written notice (the "Termination Notice") that the Successful Proponent is disqualified and is no longer entitled to participate in the RFP Process. In such latter circumstance, the Sponsors may consider the performance of the Successful Proponent and the Proponent Team Members of the Successful Proponent and the fact of the giving of the Termination Notice to the Successful Proponent in any future requests for qualifications issued by the Sponsors.

(c) The Sponsors may, in their discretion, exercise any of their rights under Section 2.3(3)(b)(i) to (iii) of Schedule 10 of the RFP in the event that the Sponsors determine, in their discretion, that the

11

Lenders have made any change to the Draft Lenders Commitment Letter in the Lenders Commitment Letter.

(d) In the discretion of the Sponsors, the Letter of Credit provided by the Successful Proponent in accordance with RFP Section 10.1(2) may be returned to the Successful Proponent within 3 days of delivery by the Sponsors of the Termination Notice and/or such Successful Proponent may be paid the amount, if any, of the Honorarium or the Break Fee under RFP Sections 11.3.2 and 11.3.3. The return of the Letter of Credit and/or the payment of the Honorarium or the Break Fee to such Successful Proponent shall represent full and final satisfaction of any obligation or liability of the Sponsors and the Government of Saskatchewan to the Successful Proponent and the Proponent Team Members of the Successful Proponent in connection with this RFP, and the Sponsors' decision to return the Letter of Credit and/or pay the Honorarium and the Break Fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to the Sponsors, from such Successful Proponent and the Proponent Team Members of the Successful Proponent to that effect.

(4) The Sponsors reserve the right to request and/or approve a change in the financing plan or debt strategy of the Successful Proponent (for example, fixed or variable rate, the use of synthetics, bank debt or capital market debt) following identification of the Successful Proponent under RFP Section 9.1 and prior to Financial Close.

3. Benchmark Rate

3.1 Election of the Benchmark Rates

(1) On the Benchmark Pricing Date the Sponsors will provide an updated version of Appendix A of Schedule 10 of the RFP based on market rates at 8:00 am local Saskatchewan Time on that day.

(2) The Proponent shall specify in its Financial Submission the underlying Benchmark Rates that are used for pricing each of the short term and long term senior debt financing instruments and the reinvestment products and that will be adjusted in the Successful Proponent's Financial Model to reflect market rates for the Benchmark Rate(s) on the date selected by the Sponsors in accordance with this Section 3 of Schedule 10 to the RFP (the "Benchmarking Date"), as well as the detailed model and process for resetting and calculating the Benchmark Rate(s) on the date selected by the Sponsors. The Proponents should note that no changes to the selected Benchmark Rate(s) after the Financial Proposal Submission Deadline will be permitted.

(3) The Benchmark Rate(s) specified by the Proponent shall be any one or a combination of the securities set out in Appendix A of Schedule 10 of the RFP. To the

12

extent that any of the on-the-run Government of Canada benchmark securities switch to other Government of Canada benchmark securities, then the Sponsors will make the same switch to the securities set out in Appendix A of Schedule 10 of the RFP and the Benchmark Rate(s) shall be revised accordingly. Similarly, any base rate pricing on fixed rate senior debt financings will switch to the new on-the-run Government of Canada benchmark securities.

(4) The Proponent must use the pricing information provided by the Sponsors pursuant to 3.1(1) of Schedule 10 above as inputs in pricing the Benchmark Rate(s) for the Financial Submission.

3.2 Adjustment of the Benchmark Rates following the Financial Proposal Submission Deadline

(1) A number of non-binding rate set exercises will be undertaken by the Sponsors and the Successful Proponent leading up to the Benchmarking Date to ensure that the process for establishing the net change to the Benchmark Rate(s) is effective and the parties agree as to how the Financial Model is adjusted based on the adjusted Benchmark Rate(s). This process will consist of an initial benchmarking, and daily benchmarking as the Benchmarking Date approaches.

(2) The Benchmarking Date shall be selected by the Sponsors at their sole discretion to occur on a day and at a time within three (3) Business Days following the completion of all other conditions precedent to Financial Close and, for greater certainty, Financial Close may be achieved on one of such days. At the Sponsors discretion, the Benchmarking Date may be changed to another day and/or another time within five (5) Business Days following the completion of all other conditions precedent to Financial Close. If, for any reason, the parties fail to set the Benchmark Rate(s) within the specified time-period, a third party will be appointed by the Sponsors to set the rate.

(3) Following any change to the Benchmark Rate(s) or any change to the Credit Spreads in accordance with Schedule 10 of the RFP, the Successful Proponent's Financial Model will be re-optimized to the satisfaction of the Sponsors acting reasonably to provide a revised Annual Service Payments profile (the "Adjusted Payment"). This optimization procedure proposed by the Proponent to refresh the Financial Model to arrive at the Adjusted Payment should be detailed in the Financial Model Specification Booklet as specified in Section 3.5 of Part C (Financial Submission Requirements) of this Part 2 of Schedule 3 of the RFP as provided by the Successful Proponent. The Sponsors require the optimization procedure to be performed on the Successful Proponent’s audited Financial Model.

4. Adjustment for changes in financing terms

(1) Following the process set out in Section 3 of Schedule 10 of the RFP for

13

adjustments to the Benchmark Rate(s), the Sponsors will, if applicable, make another adjustment on the Benchmarking Date if the Successful Proponent or any Affiliate of the Successful Proponent has secured financing for the Project on terms more favourable than the terms presented in the Successful Proponent's Financial Model.

(2) Any such adjustment will be made in accordance with the following principles;

(a) At Financial Close, an adjustment to the financing terms in the Successful Proponent's Financial Model will be made for any decrease in financing rates, margins or any other cost of borrowing other than a decrease in the Benchmark Rates or Credit Spreads, compared to the financing rates specified in the Successful Proponent's Financial Submission (the "Financing Decrease"), which adjustment shall be made without changing the Adjusted Payment;

(b) the Equity IRR will be calculated at this point, and any increase from the original Equity IRR will be considered a Financial Close Refinancing Gain;

(c) the Adjusted Payment will be reduced to result in an Equity IRR that includes 50% of the Financial Close Refinancing Gain, without reducing the Debt Service Coverage Ratios below the levels specified in the Successful Proponent's Financial Submission; and

(d) any indirect refinancing by an Affiliate of the Successful Proponent that results in a Financing Decrease to the Successful Proponent or its Affiliate will result in an adjustment to the Successful Proponent's Financial Model in accordance with this Section 4 of Schedule 10 of the RFP.

(3) For greater clarity, the intent is that there will be an equal sharing of the Financing Decrease between the Sponsors and Project Co and there will be no adjustment for any deterioration in the financing terms other than as set out in Schedule 10 of the RFP.

5. Pre-submission dry run of Credit Spreads and Benchmark Rates

(1) The Sponsors intend to carry out a “dry run” process prior to the Financial Proposal Submission Deadline.

(2) The Sponsors will provide, using the Data Room, an updated Appendix A to Proponents on the Advance Benchmark Pricing Date based on market rates at 8:00 am local Saskatchewan Time on that date.

(3) Prior to 11:00 am Local Saskatchewan Time on the Advance Benchmark

14

Submission Date the Proponent is to submit to the Sponsors, using a dedicated folder in the Data Room:

(a) Acceptance of the updated Appendix A provided by the Sponsors on the Advance Benchmark Pricing Date;

(b) Completed Swap Term Sheet as per Appendix A of Part 2 of Schedule 3 of the RFP including the fixed rate and supporting information for any interest rate hedge associated with a floating rate senior debt facility or SDN.

(c) Credit Valuation Adjustment (“CVA”) for any proposed swaps as it relates to interest rate hedges on floating rate facilities.

(d) Methodology and calculation of base rates for any Credit Spread Election Facilities based on the Appendix A as provided by the Sponsors.

(e) Pricing information for the Indicative Credit Spread Benchmark(s) at 8:00 am local Saskatchewan Time on the Advance Benchmark Pricing Date. This information shall be provided by Proponents using the excel spreadsheet template provided as Appendix B of Schedule 10 of the RFP by completing columns H through O inclusive of Appendix B for each Indicative Credit Spread Benchmark.

(f) Information and documentation to support, and to enable a third party to verify, the pricing of the Indicative Credit Spread Benchmark(s) provided in (b) above.

(4) Within a reasonable period determined by the Sponsors after the Advance Benchmark Submission Date the Sponsors will advise the Proponent whether, in the Sponsors discretion, the information provided by the Proponent pursuant to 5 (3) of Schedule 10 of the RFP above is acceptable.

(5) If the Sponsors advise the Proponent that the information provided by the Proponent pursuant to 5 (3) of Schedule 10 of the RFP above is not acceptable the Sponsors may, in their discretion:

(a) Request a meeting with the Proponent to discuss the information provided by the Proponent pursuant to 5 (3) of Schedule 10 of the RFP above; and / or

(b) Require the Proponent to resubmit all or part of the information provided by the Proponent pursuant to 5 (3) of Schedule 10 of the RFP above that addresses the Sponsors’ concerns.

This process may be repeated, at the discretion of the Sponsors, until the Sponsors concerns have been satisfactorily addressed.

One Penn Plaza

New York, NY   10119

Phone: 1 646 640 2620

Fax: 1 646 224 8443

Date: April 24, 2015

Time: 10:00AM EST

GoC Benchmark Coupon Maturity Bid Price Bid Yield

2-Year 0.25% 1-May-17 99.22 0.642

3-Year 1.25% 1-Feb-18 101.68 0.637

4-Year 1.75% 1-Mar-19 103.98 0.699

1-Sep-19 1.75% 1-Sep-19 104.07 0.794

5-Year 1.50% 1-Mar-20 102.85 0.897

7-Year 2.75% 1-Jun-22 110.85 1.152

10-Year 2.25% 1-Jun-25 107.33 1.466

1-Jun-29 5.75% 1-Jun-29 149.71 1.753

1-Jun-33 5.75% 1-Jun-33 158.11 1.929

20-Year 5.00% 1-Jun-37 152.63 2.031

30-Year 3.50% 1-Dec-45 132.20 2.073

CAD Swaps CAD Basis Swap

Semi-Annual

Act/365 vs 3M BA Mid Yield Swap Spreads GoC Yield 3M CDOR/1M CDOR Mid Yield

2-Year 1.015 0.3755 0.640 1Y 4.00

3-Year 1.101 0.3775 0.724 Interpolated 2Y 5.00

4-Year 1.206 0.3985 0.808 Interpolated 3Y 5.50

5-Year 1.329 0.4375 0.892 4Y 6.00

6-Year 1.455 5Y 6.25

7-Year 1.578 6Y 6.25

8-Year 1.699 7Y 6.25

9-Year 1.812 8Y 6.00

10-Year 1.913 9Y 5.75

12-Year 2.094 10Y 5.50

15-Year 2.290 12Y 4.25

20-Year 2.412

25-Year 2.430

30-Year 2.442

BA Futures

Act/365 Mid Price

JUN5 99.013

SEP5 99.038

DEC5 99.048

MAR6 99.033

JUN6 98.995

SEP6 98.935

DEC6 98.875

The data above is provided for illustrative purposes only; they are not a solicitation to trade and are not to be reproduced in any form without the express consent of

JCRA Financial LLC.  The data is based upon prevailing market rates at the date given.

JCRA JCRA Financial LLC Financial Risk Consultants

Regina Bypass ‐ RFP Schedule 10 ‐ Appendix BIndicative Credit Spread Benchmark SubmissionCredit Spread Election Facility Name:

Introduction

Comparable Bond Basket

CUSIP Issuer Maturity Credit Rating CouponBid

YieldBid

PriceAsk

YieldAsk

Price

Mid-Market Yield(A)

GOC BenchmarkGOC Mid-Market

Yield (B)

Credit Spread

(C = A - B)

Fixed Rate Financing

Credit Spread

1 0 bps

2 0 bps

3 0 bps

4 0 bps

5 0 bps

6 0 bps

7 0 bps

8 0 bps

9 0 bps

10 0 bps

11 0 bps

12 0 bps

13 0 bps

14 0 bps

15 0 bps

16 0 bps

17 0 bps

18 0 bps

19 0 bps

20 0 bps

Average Credit Spread 0 bps

This basket consists of a combination of public and widely distributed bonds, or indices in the infrastructure and other sectors. Such bonds or indices were chosen because they are sufficiently liquid to capture movements in the general credit markets.

The rationale (below) is only required at the Financial Submission and the Credit Spread Lock-in Date time as indicated in the RFP. If there is insufficient space to provide a rationale for the spread differential between the spread of the fixed rate financing and the Credit Spread Election Facility named above, the Proponent is permitted to provide the rationale in an alternative media.

The Proponent submits this document to Sponsors pursuant to the RFP for the purposes of defining its Indicative Credit Spread Benchmarks for the facility indicated above.

The Proponent believes that this basket of comparable securities, indices or possesses similar credit characteristics as the facility indicated above in terms of rating, duration, size and currency and for which observable rates are available.

This basket is comprised of [●] bonds in the infrastructure and other sectors with maturities closely matching the term and/or average life of the facility indicated above. The pricing source for the mid-market rates will be sourced from [●].The credit spread for each bond is derived from the mid-market spread (based on the average of the bid and ask spread) of the bond over the GoC mid-market rate for the respective bond (which will be subject to the Sponsors approval).

Spread Differential

Regina Bypass RFP

Schedule 10 - Appendix CSenior Debt Credit Spread Benchmark

Approved Securities

CUSIP Issuer Maturity

350863AB2 407 International Inc 27/07/2029

39191ZAA7 Greater Toronto Airports Authority 12/06/2030

44810ZAD2 Hydro One Inc. (2034) 31/01/2034

39191ZAJ8 Grtr Tor Air Authority (2034) 02/02/2034

10549PAJ0 Brookfield Asset Management Inc. 14/06/2035

35085ZAD8 407 International Inc. (2035) 03/12/2035

53947ZAY3 Loblaw Companies Ltd. 18/01/2036

29290ZAE0 Enbridge Gas Distribution Inc (2036 / A-) 25/02/2036

89353ZBU1 TransCanada PipeLines (2039) 17/02/2039

349553AD9 Fortis Inc 04/07/2039

89119ZAC7 Toronto Hydro Corp 21/05/2040

880789AC6 Teranet Holdings 17/12/2040

775109AT8 Rogers Communication Inc. 22/03/2041042767AB9 Arrow Lakes Power (2041 / A) 05/04/2041

880789AN2 Teranet Holdings LP 17/06/2041

880789AN2 TERANET HLDGS 17/06/2041

44810ZBD1 Hydro One Inc. 26/09/2041

12657ZAW3 Canadian Utilities Inc. (2041) 24/10/2041

89353ZBV9 TransCanada Pipelines (2041 / A-) 15/11/2041

39191ZAX7 GTAA (2041 / A) 02/12/2041

29410ZAK1 EPCOR Utilities (2042 / BBB+) 28/02/2042

35085ZBF2 407 International (2042 / A) 25/04/2042

29251ZBB2 Enbridge Inc (2042 / A-) 27/08/2042

29250ZAR9 Enbridge Pipelines Inc 17/08/2043

12657ZBB8 CU Inc (2043 / A) 09/09/2043

44810ZBK5 Hydro One 09/10/2043

110574AH3 British Columbia Ferry Services Inc 23/10/2043

29251zbg1 Enbridge Inc 11/03/2044

44810zbn9 Hydro One 06/06/2044

78461gab8 SNC-Lavalin Innisfree McGill Finance Inc (McGill Hospital) 30/06/204412657ZBE2 CU Inc. 02/09/2044

44107EAA7 Hospital Infrastructure Partners 31/01/2045140006AA5 Capital City Link 31/03/2046

SCHEDULE 11 – IDENTIFIED PROPONENT PARTIES FORM

1

SCHEDULE 11 – IDENTIFIED PROPONENT PARTIES FORM

Additional rows may be inserted as required.

List of Team Members and Key Individuals

PRIME TEAM MEMBERS

Team Member (Full legal name) Address Role

Reference Information (including name, organization, position / title, address, contact telephone number and e-mail)

OTHER TEAM MEMBERS

Team Member (Full legal name) Address Role

Reference Information (including name, organization, position / title, address, contact telephone number and e-mail)

KEY INDIVIDUALS

Name Organization and address Role in the Project

Reference Information (including name, organization, position / title, address, contact telephone number and e-mail)

SCHEDULE 12 – EARLY WORKS AGREEMENT

Confidential The Regina Bypass Project - Early Works Agreement

Page 1

EARLY WORKS AGREEMENT

THIS AGREEMENT is made as of the <*> day of <*>, <*>

BETWEEN:

HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF SASKATCHEWAN, as represented by the Minister of Highways and Infrastructure

(the “Ministry”)

AND:

<*>

(the “Successful Proponent”)

[NTD: The Ministry may require the Proponent and one or more Proponent Team Members or equity providers to execute this Agreement.]

AND:

<*>, a corporation incorporated under the laws of [Saskatchewan]

(the “Construction Contractor”)

RECITALS:

A. Pursuant to RFP Reference Number SBRBP-RFP issued August 22, 2014 (the “RFP”) by SaskBuilds Corporation (“SaskBuilds”) in conjunction with the Saskatchewan Ministry of Highways and Infrastructure (the “Ministry”), the Successful Proponent was selected as the Successful Proponent (as defined in the RFP) to enter into a project agreement with the Ministry substantially in the form of the draft project agreement identified as version <*> and dated <*> (the “Project Agreement”) for the design, construction, financing and maintenance of the Regina Bypass (the “Project”).

B. Pursuant to the RFP, the Successful Proponent is required to undertake certain elements of the Works (as hereinafter defined) prior to Commercial Close (as hereinafter defined).

C. the Successful Proponent has agreed to proceed with the construction of that portion of the Works described in Appendix A hereto (the “Early Works”), subject to and upon the conditions set out in this Early Works Agreement.

NOW THEREFORE in consideration of the Ministry permitting the Early Works to be carried out on the Lands, and in consideration of the Ministry agreeing, subject to and in accordance with Section 8, to make payment to the Successful Proponent in relation to the Early Works hereunder in the event that this Early Works Agreement is terminated, the Successful Proponent agrees to proceed with the Early Works subject to and upon the conditions set out in this Early Works Agreement.

Confidential The Regina Bypass Project - Early Works Agreement

Page 2

1. Definitions

In this Early Works Agreement, unless the context otherwise requires:

(a) “Applicable Law” has the meaning given in the Project Agreement.

(b) “Business Day” has the meaning given in the Project Agreement.

(c) “Commercial Close” means the date of execution of the Project Agreement.

(d) “Completed Value(s)” has the meaning given in Section 11(a)(i).

(e) “Construction Contractor” means <*>.

(f) “Contract Price” means $<*> [NTD: Not to exceed $20 million].

(g) “Direct Losses” has the meaning given in the Project Agreement.

(h) “Documents” means all drawings (including as built drawings), plans, specifications, manuals, records, calculations and all other documents and all revisions and additions to the same, and the designs contained in them, prepared or to be prepared by or on behalf of the Successful Proponent in respect of the Early Works.

(i) “Early Works” has the meaning given in Recital C.

(j) “Early Works Schedule” has the meaning given in Section 3(a)(ii).

(k) “Element” means one of the elements of the Early Works, as described in Appendix C to this Early Works Agreement.

(l) “Existing Bypass Infrastructure” has the meaning given in the Project Agreement.

(m) “Financial Close” has the meaning given in the Project Agreement.

(n) “Financial Close Target Date” means <*>, as such date may be extended by agreement of the Parties or otherwise in accordance with the provisions of the Project Agreement.

(o) “Governmental Authority” has the meaning given in the Project Agreement.

(p) “Indirect Losses” has the meaning given in the Project Agreement.

(q) “Insolvency Event” has the meaning given in Section 7(d).

(r) “Lands” has the meaning given in the Project Agreement.

(s) “Minor Deficiencies” has the meaning given in the Project Agreement, mutatis mutandis.

(t) “Ministry” means Her Majesty the Queen in right of the Province of Saskatchewan, as represented by the Minister of Highways and Infrastructure.

Confidential The Regina Bypass Project - Early Works Agreement

Page 3

(u) “Ministry Representative” means <*> or such other person designated by the Ministry and notified in writing to the Successful Proponent.

(v) “Party” means the Ministry, the Construction Contractor or the Successful Proponent, and “Parties” means the Ministry, the Construction Contractor, and the Successful Proponent.

(w) “Payment Compensation Amount” has the meaning given in the Project Agreement.

(x) “Successful Proponent” means <*>.

(y) “Successful Proponent’s Claim” has the meaning given in Section 12(b).

(z) “Project Agreement” has the meaning set out in Recital A to this Agreement.

(aa) “Province Person” has the meaning given in the Project Agreement.

(bb) “Site” has the meaning given in the Project Agreement.

(cc) “Variation” has the meaning given in the Project Agreement.

(dd) “Works” has the meaning given in the Project Agreement.

2. Interpretation

This Early Works Agreement shall be interpreted according to the following provisions, unless the context requires a different meaning:

(a) The headings in this Early Works Agreement are for convenience of reference only, shall not constitute a part of this Early Works Agreement, and shall not be taken into consideration in the interpretation of, or affect the meaning of, this Early Works Agreement.

(b) Unless the context otherwise requires, references to specific Sections, Paragraphs, Subparagraphs, and other divisions are references to such Sections, Paragraphs, Subparagraphs, or divisions of this Early Works Agreement and the terms “Section” and “Clause” are used interchangeably and are synonymous.

(c) Words importing persons or parties are to be broadly interpreted and include an individual, corporation, firm, partnership, joint venture, trust, unincorporated organization, Governmental Authority, unincorporated body of persons or association and any other entity having legal capacity, and the heirs, beneficiaries, executors, administrators or other legal representatives of a person in such capacity.

(d) Unless the context otherwise requires, wherever used herein the plural includes the singular, the singular includes the plural, and each of the masculine, feminine and neuter genders include all other genders.

(e) References to any standard, principle, agreement or document include (subject to all relevant approvals and any other provisions of this Early Works Agreement concerning amendments) a reference to that standard, principle, agreement or document as amended, supplemented, restated, substituted, replaced, novated or assigned.

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(f) The words in this Early Works Agreement shall bear their natural meaning.

(g) References containing terms such as:

(i) “hereof’, “herein”, “hereto”, “hereinafter”, and other terms of like import are not limited in applicability to the specific provision within which such references are set forth but instead refer to this Early Works Agreement taken as a whole; and

(ii) “includes” and “including”, whether or not used with the words “without limitation” or “but not limited to”, shall not be deemed limited by the specific enumeration of items but shall, in all cases, be deemed to be without limitation and construed and interpreted to mean “includes without limitation” and “including without limitation”.

(h) In construing this Early Works Agreement, the rule known as the ejusdem generis rule shall not apply nor shall any similar rule or approach to the construction of this Early Works Agreement and, accordingly, general words introduced or followed by the word “other” or “including” or “in particular” shall not be given a restrictive meaning because they are followed or preceded (as the case may be) by particular examples intended to fall within the meaning of the general words.

(i) Where this Early Works Agreement states that an obligation shall be performed “no later than” or “within” or “by” a stipulated date or event which is a prescribed number of days after a stipulated date or event, the latest time for performance shall be 5:00 p.m. on the last day for performance of the obligation concerned, or, if that day is not a Business Day, 5:00 p.m. on the next Business Day.

(j) Where this Early Works Agreement states that an obligation shall be performed “on” a stipulated date, the latest time for performance shall be 5:00 p.m. on that day, or, if that day is not a Business Day, 5:00 p.m. on the next Business Day.

(k) Any reference to time of day or date means the local time or date in Regina, Saskatchewan.

(l) Unless otherwise indicated, time periods will be strictly construed.

(m) Whenever the terms “will” or “shall” are used in this Early Works Agreement they shall be construed and interpreted as synonymous and to read “shall”.

(n) Unless otherwise notified in writing, the Successful Proponent shall be entitled to treat any act of the Ministry Representative which is authorized by this Early Works Agreement as being authorized by the Ministry, and the Successful Proponent shall not be required to determine whether authority has in fact been given.

3. Performance of the Early Works

(a) Unless and until Financial Close is achieved or the performance of the Early Works is terminated in accordance with Section 10, the Successful Proponent shall perform the Early Works in accordance with:

(i) the relevant requirements of the Project Agreement in respect of the Works as they pertain to the Early Works, mutatis mutandis; and

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(ii) the schedule set out in Appendix B to this Early Works Agreement, as the same may be varied from time to time with the agreement of the Ministry and the Successful Proponent, each acting reasonably (the “Early Works Schedule”).

4. Access to Site

(a) The Ministry hereby grants to the Successful Proponent access to those portions of the Lands as are reasonably required to carry out the Early Works in accordance with this Early Works Agreement. The access granted shall be subject to the requirements and restrictions pertaining to the Site and/or Lands set out in the Project Agreement and the Successful Proponent shall not use the Site and/or Lands for any purpose other than the Early Works without the prior written approval of the Ministry.

5. Financial Close

(a) If and when Financial Close is achieved, the Project Agreement shall supersede and replace this Early Works Agreement. Without prejudice to the generality of the foregoing, any part of the Early Works performed by the Successful Proponent under and in accordance with this Early Works Agreement shall be treated as having been performed under and in accordance with the Project Agreement, and the Ministry’s payment obligations related to that part of the Early Works will be those under the Project Agreement and not under this Early Works Agreement.

6. No Liability to the Ministry

(a) Save as to any payments which may become due pursuant to and in accordance with Section 11 or Section 15, the Ministry shall have no liability to the Successful Proponent or the Construction Contractor whatsoever, whensoever and howsoever arising out of or in connection with the Early Works and/or the conditions of this Early Works Agreement.

(b) No approval, instruction or comment by the Ministry or by the Ministry Representative in connection with the Early Works shall discharge, release or diminish any obligation and/or liability of the Successful Proponent or the Construction Contractor under this Early Works Agreement or give rise to any liability to the Successful Proponent or the Construction Contractor on the part of the Ministry.

7. Successful Proponent to Perform at Own Cost

(a) Without prejudice to the generality of Section 6, the Successful Proponent shall perform the Early Works entirely at its own cost (save as to any payments which may become due pursuant to and in accordance with Section 11 or Section 15) and risk, and any consequences of such performance (or any failure in or of such performance) for the manner and timing of the performance of the Early Works shall be entirely at the cost and risk of the Successful Proponent.

(b) For the avoidance of doubt, the Successful Proponent shall be responsible for any and all costs it incurs as a result of funding the Early Works.

(c) The Successful Proponent shall not, except upon the prior written consent of the Ministry, procure material and equipment in excess of $5,000,000, exclusive of GST. Any procurement of material and equipment in excess of the foregoing limitation will be at the Successful Proponent’s sole risk and expense.

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8. Interim Traffic Accommodation Plan

(a) The Successful Proponent shall submit an interim traffic accommodation plan (the “Interim TAP”) in respect of the Early Works that have the potential to affect traffic. The Interim TAP shall comply with the requirements in respect of the traffic accommodation plan set forth in Section 100.8.4 of Schedule 15-1-Technical Requirements – General Information to the Project Agreement subject to the following:

(i) Following the execution of this Early Works Agreement, the Ministry shall either (i) approve the Interim TAP or (ii) submit to the Successful Proponent comments on the Interim TAP, including with respect to any changes required by the Ministry to such Interim TAP which are, in the opinion of the Ministry and at its discretion, required to address each of the matters identified in Section 100.8.4 of Schedule 15-1-Technical Requirements – General Information to the Project Agreement. The Successful Proponent shall thereafter submit to the Ministry Representative for the Ministry’s approval a revised Interim TAP within two (2) Business Days of receipt of the Ministry’s comments as contemplated above.

(ii) Following receipt of the revised Interim TAP, where applicable, the Ministry may either (i) approve such revised Interim TAP or (ii) submit to the Successful Proponent further comments on the revised Interim TAP in the manner contemplated by Section 8(a)(ii).

(iii) The Successful Proponent shall not perform any Early Works that has the potential to affect traffic until such time as the Ministry approves the Interim TAP pursuant to Section 8(a)(i) or Section 8(a)(ii) as the case may be.

9. Insurance

(a) The Successful Proponent has taken out the insurance policies described in Appendix D in the amounts and on the terms stated in Appendix D and has delivered to the Ministry the certificates of insurance pertaining to said insurance policies prior to the execution of this Early Works Agreement. The Successful Proponent shall maintain said insurance policies in good standing throughout the term of this Early Works Agreement.

10. Termination of Early Works Agreement

(a) The Ministry reserves the right (at any time and for any reason) to terminate this Early Works Agreement forthwith by service of written notice to this effect upon the Successful Proponent.

(b) In the event that:

(i) Financial Close has not been achieved by the Financial Close Target Date; or

(ii) the Ministry Representative notifies the Successful Proponent, in writing, that the Ministry reasonably considers that Financial Close will not be achieved by the Financial Close Target Date,

the Ministry may, at any time, terminate this Early Works Agreement by written notice to the Successful Proponent having immediate effect.

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(c) In the event that the Successful Proponent:

(i) is in material breach of its obligations, duties or responsibilities under this Early Works Agreement; or

(ii) wholly abandons the Early Works for a period which exceeds 3 Business Days from receipt by the Successful Proponent of a written request to return to the Site,

the Ministry Representative shall give to the Successful Proponent a written notice specifying the breach. If the Successful Proponent does not rectify the specified breach within 30 days of receipt of such notice then the Ministry Representative may serve a further written notice on the Successful Proponent terminating this Early Works Agreement with immediate effect.

(d) In the event that the Successful Proponent or the Construction Contractor:

(i) makes a composition or arrangement with or for the benefit of its creditors (including a voluntary arrangement);

(ii) has a receiver, administrator, administrative receiver, provisional liquidator or other encumbrancer appointed (and not being the subject of challenge by the Successful Proponent or the Construction Contractor, as the case may be) over the whole or any material part of its assets; or

(iii) has a petition presented (and not being the subject of challenge by the Successful Proponent or the Construction Contractor, as the case may be) or a resolution passed or an order made for the administration or the winding-up, bankruptcy or dissolution of the Successful Proponent,

(each, an “Insolvency Event”) the Ministry may, at any time, terminate this Early Works Agreement by written notice to the Successful Proponent or the Construction Contractor, as the case may be, having immediate effect.

11. Compensation on Termination

(a) In the event that this Early Works Agreement is terminated under Section 10(b), the Ministry shall, subject to Section 11(d), pay to the Successful Proponent the aggregate of:

(i) the amount(s) set out in Appendix C to this Early Works Agreement, as adjusted by any agreed Variations to the Early Works (the “Completed Value”), in respect of the Elements which have been completed prior to the date of termination less the reasonably estimated cost of rectifying any Minor Deficiencies identified in respect of such Elements, which have not been completed as at the date of termination of this Early Works Agreement;

(ii) in respect of those Elements which have not been completed at the date of termination of this Early Works Agreement, the value of work undertaken as at the date of termination in respect of such Elements provided that such value shall not exceed the relevant Completed Value(s);

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(iii) such of the sub-contractor or order cancellation charges set out in Appendix C to this Early Works Agreement as have been incurred by the Successful Proponent as a result of such termination; and

(iv) the cost of materials and goods reasonably and properly ordered for the Early Works for which the Successful Proponent has paid or for which the Successful Proponent is legally bound to pay (provided that on such payment in full by the Ministry such goods and materials shall become the property of the Ministry),

provided that there shall be no double counting between Sections 11(a)(i) to (iv).

(b) In the event that this Early Works Agreement is terminated under Section 10(a), the Ministry shall, subject to Section 11(d), pay to the Successful Proponent the aggregate of:

(i) the amounts referred to in Section 11(a);

(ii) any demobilization costs reasonably and properly incurred by the Successful Proponent, up to a maximum of [$25,000];

(iii) any Direct Losses; and

(iv) any loss of profit, up to a maximum of [$50,000],

provided there shall be no double counting between Sections 11(b)(i) to (iv).

(c) In the event that this Early Works Agreement is terminated under Sections 10(c) or 10(d), the Ministry shall, subject to Section 11(d), pay to the Successful Proponent the aggregate of the amounts referred to in Section 11(a) less the aggregate of:

the amount of any costs reasonably and properly incurred (or to be incurred) by

(i) the Ministry in completing the Early Works; and

(ii) any Direct Losses caused to the Ministry as a result of the termination,

provided that in the event that such calculation results in a negative amount, the Successful Proponent shall pay such amount to the Ministry.

(d) The Ministry’s maximum financial commitment under this Early Works Agreement and its total aggregate liability to make payment under Sections 11(a), 11(b) and 11(c), as the case may be, shall be limited in all circumstances to the Contract Price, as adjusted by the value of any agreed Variations to the Early Works, and the Ministry shall have no liability to make any payment to the Successful Proponent in excess of the Contract Price, regardless of how any further sums are calculated or constituted.

12. Payment of Termination Amount

(a) Either party may set off against any amount due from such party any amount due from the other party under or for breach of the terms of this Early Works Agreement.

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(b) Within 5 Business Days of the date of termination of the performance of the Early Works, the Successful Proponent shall provide to the Ministry Representative full details of the amounts which it believes to be due to the Successful Proponent pursuant to Section 11 and the basis for their calculation, together with such supporting documentation as may be necessary to verify such amounts (the “Successful Proponent’s Claim”).

(c) Within 5 Business Days of receipt of such the Successful Proponent’s Claim, the Ministry Representative may request that the Successful Proponent provide such further details and supporting documentation as it may reasonably require to verify the amount due to the Successful Proponent pursuant to Section 11.

(d) The amounts due to the Successful Proponent pursuant to Section 11, and the basis for their calculation, shall be notified to the Successful Proponent by the Ministry Representative within 5 Business Days of receipt of such further details and supporting documentation or (if no such details have been requested by the Ministry Representative) within 5 Business Days of receipt of the Successful Proponent’s Claim, and the Successful Proponent shall then submit to the Ministry Representative a full invoice for such amounts.

(e) Within 30 days following receipt of such invoice, the Ministry will, pay such amounts to the Successful Proponent or, in the event that the Successful Proponent suffers an Insolvency Event, directly to the Construction Contractor.

(f) The Ministry shall indemnify Project Co for damages suffered or incurred on account of any payment not duly made by the Ministry pursuant to the terms of this Project Agreement on the due date, by payment of an amount equal to the Payment Compensation Amount calculated from day to day at a rate per annum from the day after the date on which payment was due, up to and including the date of payment.

(g) In the event that, notwithstanding the termination of this Early Works Agreement, Financial Close is subsequently achieved, the Ministry’s liability to make payment pursuant to Section 11 shall cease, and the Successful Proponent shall repay any amounts paid by the Ministry pursuant to this Early Works Agreement to the Ministry within 60 days of Financial Close. Project Co shall indemnify the Ministry for damages suffered or incurred on account of any payment not duly made by Project Co pursuant to the terms of this Project Agreement on the due date, by payment of an amount equal to the Payment Compensation Amount calculated from day to day at a rate per annum from the day after the date on which payment was due, up to and including the date of payment.

13. Post-Termination Transition

(a) Upon termination of the Early Works pursuant to Section 10, the Successful Proponent shall forthwith cease the performance of the Early Works in a proper and orderly manner and:

(i) within 5 Business Days, the Successful Proponent shall vacate the Lands and the Site and remove therefrom in a proper and orderly manner all waste materials and site accommodation, plant and machinery used in or arising out of the Early Works, and shall leave the Site in a clean, tidy and safe condition;

(ii) ownership of all completed permanent work and goods and materials comprised in the Early Works shall pass to the Ministry; and

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(iii) the Successful Proponent shall deliver to the Ministry Representative such of the Documents as are then in the possession of the Successful Proponent.

14. Successful Proponent and Construction Contractor Indemnity

(a) The Successful Proponent and the Construction Contractor agree, jointly and severally, to indemnify the Ministry and the Province Persons and each of their respective directors, officers, employees, agents and representatives against all losses, damages, costs, claims, expenses or liabilities incurred in respect of any death or personal injury or damage to real or personal property (including the Lands, Site, the Early Works and the Existing Bypass Infrastructure) (save for any Indirect Losses incurred by the Ministry) arising out of or in connection with or by reason of the execution of the Early Works pursuant to this Early Works Agreement, save to the extent caused by any breach of this Early Works Agreement by the Ministry, or by any deliberate or negligent act or omission of the Ministry or any Province Person.

15. Ministry Indemnity

(a) The Ministry agrees to indemnify the Successful Proponent and the Construction Contractor against all losses, damages, costs, claims, expenses or liabilities incurred in respect of any death or personal injury or damage to real or personal property (save for any Indirect Losses incurred by the Successful Proponent and the Construction Contractor) arising out of or in connection with or by reason of a breach of this Early Works Agreement by the Ministry, save to the extent caused by any breach of this Early Works Agreement or the performance of the Early Works by the Successful Proponent or the Construction Contractor or their respective directors, officers, employees, agents, subcontractors and representatives, or by any deliberate or negligent act or omission of the Successful Proponent or the Construction Contractor.

16. Notices

(a) All notices, requests, demands, instructions, certificates, consents and other communications (each being a “Notice”) required or permitted under this Early Works Agreement shall be in writing (whether or not “written notice” or “notice in writing” is specifically required by the applicable provision of this Early Works Agreement) and served by sending the same by registered mail or by hand or transmitted by electronic transmission to the address or electronic mail address as follows:

If to the Successful Proponent: <*> E-mail: <*> Fax: <*> Attn.: <*>

With a copy to: <*> E-mail: <*> Fax: <*> Attn.: <*>

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If to the Construction Contractor: <*> E-mail: <*> Fax: <*> Attn.: <*>

With a copy to: <*> E-mail: <*> Fax: <*> Attn.: <*>

If to the Ministry:

Ministry of Highways and Infrastructure Victoria Tower 1200 – 1855 Victoria Avenue Regina, Saskatchewan S4P 3T2

E-mail: <*> Fax: 306-787-9777 Attn.: <*>

And with a copy to: Associated Engineering 1922 Park Street Regina, Saskatchewan S4N 7M4

E-mail: <*> Fax: <*> Attn.: <*>

17. Electronic Transmission

(a) Where any Notice is provided or submitted to a Party via electronic transmission, an original of the Notice sent via electronic transmission shall promptly be sent by regular mail or registered mail. For greater certainty, a Notice given via electronic transmission shall not be invalid by reason only of a Party’s failure to comply with this Section 17.

18. Change of Address

(a) Either Party to this Early Works Agreement may, from time to time, change any of its contact information set forth in Section 16 by prior Notice to the other Party, and such change shall be effective on the Business Day that next follows the recipient Party’s receipt of such Notice unless a later effective date is given in such Notice.

19. Deemed Receipt of Notices

(a) Subject to Sections 19(b) and 19(c):

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(i) a Notice given by registered mail shall be deemed to have been received on the third Business Day after mailing;

(ii) a Notice given by hand delivery shall be deemed to have been received on the day it is delivered; and

(iii) a Notice given by electronic transmission shall be deemed to have been received on the day it is transmitted by electronic transmission.

(b) If the Party giving the Notice knows or ought reasonably to know of difficulties with the postal system which might affect negatively the delivery of mail, any such Notice shall not be mailed but shall be made or given by personal delivery or by electronic transmission in accordance with Section 18.

(c) If any Notice delivered by hand or transmitted by electronic transmission is so delivered or transmitted, as the case may be, either on a day that is not a Business Day or on a Business Day after 4:00 p.m. (recipient’s local time), then such Notice shall be deemed to have been received by such recipient on the next Business Day.

20. Amendments

(a) This Early Works Agreement may not be varied, amended or supplemented except by an agreement in writing signed by duly authorized representatives of the Parties and stating on its face that it is intended to be an amendment, restatement or other modification, as the case may be, to this Early Works Agreement.

21. Waiver

(a) No waiver made or given by a Party under or in connection with this Early Works Agreement shall be binding or effective unless the waiver is in writing, signed by an authorized representative of the Party giving such waiver, and delivered by such Party to the other Parties. No waiver made with respect to any right, power or remedy in one instance will be deemed to be a waiver with respect to any other instance involving the exercise of such right, power, or remedy or with respect to any other right, power, or remedy.

(b) Failure by any Party to exercise any of its rights, powers or remedies hereunder or its delay to do so shall not constitute a waiver of those rights, powers or remedies. The single or partial exercise of a right, power or remedy shall not prevent its subsequent exercise or the exercise of any other right, power or remedy.

22. Relationship Between the Parties

(a) The Parties are independent contractors. This Early Works Agreement is not intended to and does not create or establish between the Parties any relationship as partners, joint venturers, employer and employee, master and servant, or principal and agent.

23. Joint and Several Liability

(a) Each of <*> and <*> covenant and agree that they shall be jointly and severally liable for and in respect of their obligations pursuant to this Agreement. [NTD: The Ministry may require

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the Proponent and one or more Proponent Team Members or equity providers to execute this Agreement.]

24. Entire Agreement

(a) Except where provided otherwise in this Early Works Agreement, this Early Works Agreement and the Project Agreement constitute the entire agreement between the Parties in connection with the subject matter of this Early Works Agreement and supersede all prior representations, communications, negotiations and understandings, whether oral, written, express or implied, concerning the subject matter of this Early Works Agreement.

(b) The Ministry is not obligated in any way by the terms of this Early Works Agreement to proceed to Commercial Close or Financial Close or to proceed with the procurement of the Project.

25. Severability

(a) Each provision of this Early Works Agreement shall be valid and enforceable to the fullest extent permitted by law. If any provision of this Early Works Agreement is declared invalid, unenforceable or illegal by the courts of a competent jurisdiction, such provision may be severed and such invalidity, unenforceability or illegality shall not prejudice or affect the validity, enforceability and legality of the remaining provisions of this Early Works Agreement. If any such provision of this Early Works Agreement is invalid, unenforceable or illegal, the Parties shall, acting in good faith, promptly negotiate new provisions to eliminate such invalidity, unenforceability or illegality and to restore this Early Works Agreement as near as possible to its original intent and effect.

26. No Assignment

(a) Neither the Successful Proponent nor the Construction Contractor shall assign or transfer all or any part of its rights obligations under this Early Works Agreement without the prior consent of the Ministry. The Ministry may assign or otherwise dispose of the benefit of the whole or part of this Early Works Agreement to any person to whom the Ministry may assign or otherwise dispose of its interest in the Project Agreement pursuant to Section 58.2 of the Project Agreement.

27. Confidentiality

(a) The Successful Proponent shall comply with all the obligations incumbent upon Project Co under Section 51 of the Project Agreement, the provisions of which are incorporated into this Early Works Agreement, mutatis mutandis.

28. Remedies Cumulative

(a) The rights and remedies under this Early Works Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise. No single or partial exercise by a Party of any right or remedy precludes or otherwise affects the exercise of any other right or remedy to which that Party may be entitled.

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29. Enurement

(a) This Early Works Agreement shall enure to the benefit of, and be binding on, each of the Parties and their respective successors and permitted transferees and assigns.

30. Governing Law and Jurisdiction

(a) This Early Works Agreement shall be governed by and construed in accordance with the laws of Saskatchewan and the laws of Canada applicable therein and shall be treated in all respects as an Saskatchewan contract, without regard to conflict of laws principles.

(b) The Parties agree that the courts of the Province of Saskatchewan and all courts competent to hear appeals therefrom shall have exclusive jurisdiction to hear and settle any action, suit, proceeding or dispute in connection with this Early Works Agreement and hereby irrevocably attorn to the exclusive jurisdiction of such courts.

31. Further Assurance

(a) Each Party shall do all things, from time to time, and execute all further documents necessary to give full effect to this Early Works Agreement.

32. Language of Agreement

(a) Each Party acknowledges having requested and being satisfied that this Early Works Agreement and related documents be drawn in English. Chacune des parties reconnait avoir demande que ces documents soient rediges en anglais et s’en declare satisfaite.

33. Proof of Authority

(a) The Ministry reserves the right to require any person executing this Early Works Agreement on behalf of the Successful Proponent or the Construction Contractor to provide proof, in a form acceptable to the Ministry, that such person has the requisite authority to execute this Early Works Agreement on behalf of and to bind the Successful Proponent or the Construction Contractor, respectively.

34. Counterparts

(a) This Early Works Agreement may be executed in one or more counterparts. Any single counterpart or a set of counterparts executed, in either case, by all the Parties shall constitute a full, original and binding agreement for all purposes. Counterparts may be executed either in original or electronically transmitted form provided that any Party providing its signature in electronically transmitted form shall promptly forward to such Party an original signed copy of this Early Works Agreement which was so electronically transmitted.

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IN WITNESS WHEREOF the Parties have executed this Early Works Agreement as of the date first above written.

HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF SASKATCHEWAN, as represented by the Minister of Highways and Infrastructure

By: Name: Title:

By: Name: Title:

I/We have authority to bind the corporation. <*> [(the “Successful Proponent”)]

By: Name: Title:

By: Name: Title:

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<*>, a corporation incorporated under the laws of [Saskatchewan] [(the “Construction Contractor”)]

By: Name: Title:

By: Name: Title:

I/We have authority to bind the corporation.

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APPENDIX A

DESCRIPTION OF EARLY WORKS

[NTD: It is the intention of the Ministry that Proponents should, in their RFP submission, submit a description of their proposed Early Work activities in relation to the Early Works described below. Appendix A of this Early Works Agreement will be developed based on the Proponent’s RFP submission, subject to the Ministry’s consent.]

Early Works

o Service Road East and South of Regina Bypass from Hwy 33 through to White City

o Service Road North of Highway 1 East from Tower Road to Balgonie.

o Highway 48/Highway 1 Interchange at White City

o Geotechnical work associated with Phase One

o Geodetic survey associated with Phase One

o Utility work associated with Phase One

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APPENDIX B

EARLY WORKS SCHEDULE

[NTD: To be developed based on the Successful Proponent’s RFP Submission.]

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APPENDIX C

SCHEDULE OF COMPLETED VALUE(S)

[NTD: To be developed based on the Successful Proponent’s RFP Submission.]

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APPENDIX D

INSURANCES

1. EARLY WORKS INSURANCE COVERAGE

From and after execution of this Early Works Agreement and until the termination of this Early Works Agreement, the Successful Proponent shall, at its own expense, obtain and maintain, or cause to be obtained and maintained, the following insurances as further described in Schedule A to this Appendix D:

(a) “All Risks” Course of Construction Property, including Boiler and Machinery;

(b) “Wrap-Up” Commercial General Liability and Non-Owned Automobile Liability;

(c) Project Specific Pollution Liability (combined Contractors’ Pollution Liability and Pollution Legal Liability).

(d) Automobile Liability;

(e) Commercial General Liability and Non-Owned Automobile Liability (to be maintained by the Construction Contractor and each of the subcontractors involved in the Early Works) with respect to off-Site operations and activities;

(f) Aircraft and Watercraft Liability ((if any exposure)

(g) “All Risks” Contractors’ Equipment; and

(h) Workers’ Compensation, in accordance with Applicable Law and the requirements of any Governmental Authority.

2. NO LIMIT ON RECOVERY

2.1 Notwithstanding any other provision of this Early Works Agreement, it is hereby agreed that the limits of liability specified in this Appendix D for insurance policies shall in no way limit the Successful Proponent’s liability or obligations to the Ministry.

3. ADDITIONAL COVER

3.1 Without prejudice to the other provisions of this Appendix D, the Successful Proponent shall, at all relevant times and at its own expense, obtain and maintain those insurances which it considers are required to obtain and maintain by Applicable Law, or that it considers necessary.

4. RESPONSIBILITY FOR DEDUCTIBLES

4.1 The Party responsible for the matter giving rise to a claim, to the extent responsible therefor, shall be responsible and liable for the payment of deductibles under any policy of insurance under which it is an insured party or under any policy of insurance the Successful Proponent is required to maintain under this Appendix D. In the event that

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responsibility for the matter giving rise to the claim is indeterminable, the First Named Insured under the policy of insurance is responsible and liable for the payment of deductibles.

5. COOPERATION WITH INSURER’S CONSULTANT

5.1 If an insurer or an insurer’s appointed consultant, for underwriting purposes or as a term of an insurance policy, needs to review any part of the performance of this Early Works Agreement, then the Ministry and the Successful Proponent shall:

(a) cooperate with the insurer and its consultant, including providing them with such information and documentation as they may reasonably require; and

(b) allow the insurer and its consultant to attend meetings between the Successful Proponent and the Ministry (or, as applicable, and if reasonably required by the insurer, between Successful Proponent and those engaged by or through the Successful Proponent).

6. SUBCONTRACTORS

6.1 The Successful Proponent shall require that all subcontractors are covered by, or obtain, the insurance described in this Appendix D. The Successful Proponent shall be solely responsible and liable for any damages which the Ministry may suffer as a direct result of the Successful Proponent’s failure to comply with the foregoing.

6.2 If the Successful Proponent receives notice that any subcontractor employed by or through the Successful Proponent is not covered by any insurance required by this Appendix D to be obtained by the Successful Proponent, the Successful Proponent shall:

(a) ensure that such insurance coverage is put in place;

(b) remove the subcontractor from the applicable Early Works and ensure that such subcontractor does not perform any further part of the Early Works until after such insurance coverage is put in place; or

(c) if the subcontractor cannot be covered by a particular policy as required by this Appendix D, replace the subcontractor with a new subcontractor who can obtain the required insurance coverage; it being acknowledged by the Successful Proponent that the requirements and restrictions set forth in the Agreement regarding new and replaced Subcontractors shall be complied with.

7. TOTAL OR SUBSTANTIAL DESTRUCTION

7.1 In the event of damage to, or destruction of, all or substantially all of the Early Works or the Existing Bypass Infrastructure for which there is coverage under an insurance policy, any insurance proceeds received by Project Co shall first be applied so as to ensure the performance by Project Co of its obligations under this Agreement, including, where appropriate, the reinstatement, restoration or replacement of the Early Works or the Existing Bypass Infrastructure or any other assets, materials or goods necessary or

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desirable for the carrying out of the Early Works, all in accordance with the terms of this Agreement.

8. RENEWAL

8.1 The Successful Proponent shall provide to the Ministry, at least 5 Business Days prior to the expiry date of any policy of insurance required to be obtained by the Successful Proponent pursuant to this Appendix D, evidence of the renewal of each such policy satisfactory to the Ministry, acting reasonably.

9. NAMED AND ADDITIONAL INSUREDS AND WAIVER OF SUBROGATION

9.1 All insurance provided by the Successful Proponent shall:

(a) include the Ministry and any other party specified in Schedule A of this Appendix D as Named Insureds to the extent specified in Schedule A of this Appendix D; [NTD: Will be revised to reflect requirements of the Successful Proponent’s lenders.]

(b) include the Ministry, [the Lenders, the Lenders’ Agent] and any other party specified in Schedule A of this Appendix D as Additional Insureds, or loss payees to the extent of their respective insurable interests to the extent specified in Schedule A of this Appendix D or as required pursuant to any agreement relating to the Project to which the Successful Proponent is a party; [NTD: Will be revised to reflect requirements of the Successful Proponent’s lenders.]

(c) except with respect to the Automobile Liability and Workers’ Compensation specified in Schedule A of this Appendix D, contain a waiver of subrogation as against the Ministry and its shareholders, officials, directors, officers, employees, servants, consultants (other than design consultants) and agents;

(d) contain a breach of warranty provision whereby a breach of a condition by the Successful Proponent will not eliminate or reduce coverage for any other insured; and

(e) be primary insurance with respect to any similar coverage provided by any insurance obtained by or available to the Ministry.

9.2 [Notwithstanding that “the Ministry” includes each ministry, agency, board or other subdivision, department or branch of the Ministry, for purposes of this Appendix D, including Schedule A hereto, certain ministries and agencies of the Ministry are listed as Named Insureds and/or Additional Insureds for greater certainty and for insurance evidence requirements.]

10. CERTIFICATES OF INSURANCE AND CERTIFIED COPIES OF POLICIES

10.1 Prior to the commencement of any part of the Early Works, the Successful Proponent will provide the Ministry with certified copies of policies, confirming that the insurances specified in Section 1 have been obtained and are in full force and effect.

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[NTD: Revisions will be made to accommodate blanket corporate insurance policies in respect of the requirements under Section 1 provided that the needs of the Ministry are met with such accommodations.]

11. FAILURE TO MEET INSURANCE REQUIREMENTS

11.1 If the Successful Proponent fails to obtain or maintain the insurance required by this Appendix D, fails to furnish to the Ministry a certified copy or certificate of insurance of each policy to be obtained by this Appendix D as shown or if, after furnishing such documentation, the policy lapses, is cancelled, or is materially altered, then the Ministry shall have the right, without obligation to do so, to obtain and maintain such insurance itself in the name of the Successful Proponent, and the cost thereof shall either, at the Ministry’s option, be payable by the Successful Proponent to the Ministry on demand or be deducted by the Ministry from the next payment or payments otherwise due to the Successful Proponent under this Agreement.

11.2 If coverage under any insurance policy required to be obtained by the Successful Proponent should lapse, be terminated or be cancelled, then, if directed by the Ministry, the Successful Proponent shall immediately cease performing the Early Works until satisfactory evidence of renewal is produced.

12. MODIFICATION OR CANCELLATION OF POLICIES

12.1 Except as noted in Schedule A to this Appendix D, all insurance provided by the Successful Proponent shall contain endorsements confirming that the policy will not be cancelled, adversely reduced, adversely materially altered or adversely materially amended without the insurer(s) giving at least 30 days prior written notice by registered mail, at the address specified, to the Ministry. For greater certainty, the terms “adversely reduced”, “adversely materially altered” and “adversely materially amended” as used in this provision shall mean any decrease or reduction in policy limits, aggregate limits or sub-limits (other than as a result of claims under the policy), any increase in any policy deductible or self-insured retention, any reduction in the policy coverage period, cancellation or suspension of coverage with respect to any insured parties from the time the policy was issued for that policy period, addition of any exclusions or restrictions from the time the policy was issued for that policy period and any reduction or restriction in the scope of coverage provided under the policy, in all cases when such adverse reduction, adverse material alteration or adverse material amendment is initiated by the insurer.

12.2 All insurance provided by the Successful Proponent shall contain endorsements confirming that, in the event of cancellation for non-payment of premium, the insurer(s) will give at least 30 days prior written notice by registered mail, at the address specified, to the Ministry.

12.3 With respect to insurances described in Section 1 breach of any of the terms or conditions of the policies required to be provided by the Successful Proponent, or any negligence or wilful act or omission or false representation by an Insured under these policies, shall not invalidate the insurance with respect to the Ministry, but only to the extent that such breach is not known to these parties.

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13. INSURERS

13.1 All policies of insurance to be obtained by the Successful Proponent in accordance with this Appendix D shall be issued by financially sound Insurers acceptable to the Ministry, acting reasonably, and, where required by statute, licensed to insure such risk in the Province of Saskatchewan.

13.2 To be eligible to provide insurance, an Insurer must have the capacity to provide the particular insurance and shall have current ratings from time to time of either:

(a) a Financial Strength Rating of not lower than “A-” for three out of the previous five years but not lower than “B” at any time during those five years, and a Financial Size Category not lower than VII, such ratings being those established by A.M. Best Company (Best); or

(b) a Long-Term Financial strength Rating of not lower than “A-” for three out of the past five years but not less than “BBB” at any time during those five years, a Short-Term Financial Strength Rating of not lower than “A-3” for three out of the previous five years and a Financial Enhancement Rating of not lower than “A-” for three out of the previous five years but not less than “BB+” at any time during those five years, such ratings being those established by Standard and Poor’s (S&P); or

(c) if the Insurer is not rated by Best or S&P, an Insurer that is acceptable to the Ministry, acting reasonably, with respect to the insurances required by this Appendix D.

[NTD: May be revised to reflect requirements of the Successful Proponent’s Lenders.]

14. POLICY TERMS AND CONDITIONS

14.1 All policies of insurance to be obtained by the Successful Proponent in accordance with this Appendix D shall be in form and substance satisfactory to the Ministry and its insurance advisors, acting reasonably.

14.2 To achieve the minimum limits for any type of insurance required under this Appendix D, it is permissible to arrange the insurance under a single policy, or by a combination of primary, umbrella and/or excess policies.

15. FAILURE TO COMPLY

15.1 Neither failure to comply nor full compliance by the Successful Proponent with the insurance provisions of this Appendix D shall relieve the Successful Proponent of its liabilities and obligations under this Agreement.

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SCHEDULE A TO APPENDIX D EARLY WORKS AGREEMENT INSURANCE REQUIREMENTS

Early Works Agreement Insurance – The Regina Bypass Project

Insurances to be provided, or caused to be provided, by the Successful Proponent

Type

Amount Maximum Deductibles Principal Cover

“All Risks” Course of Construction Property, including Boiler and Machinery

Limit of Liability of $[�] full replacement cost value] for all property to be insured and including while on the Site or while in transit, and material and supplies destined for incorporation into the Project or intended to be used in the performance of Early Works .

Business Interruption (Gross Revenue or Gross Profits Form), – minimum 12 month period of indemnity –

If a covered loss causes an interruption to the Ministry services or activities, the Business Interruption loss will include the costs of carrying the Project financing, during the affected period

Extra and Expediting Expense (minimum $5 million sub-limit)

Principal Extensions:

Replacement Cost Valuation (Property)

Flood (to policy limit with annual aggregate)

3% of loss value / $100,000 minimum Earthquake

$250,000 Flood

$50,000 Testing and Commissioning

$50,000 All other losses

30 days waiting period applicable to time element coverages

“All Risks” Course of Construction Property Insurance covering the full insurable replacement cost of the Early Works including cold and hot testing / commissioning of Equipment including HVAC, Delay in Start-Up, Soft Costs with no early occupancy restriction.

This coverage shall be primary with respect to the Project without right of contribution by HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF SASKATCHEWAN as represented by the Minister of Highways and Infrastructure.

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Natural or man-made earth movement, including earthquake, landslide or subsidence (to policy limit with an annual aggregate)

Electronic Data Processing equipment and media, including data restoration and re-creation costs

Transit (minimum $2.5 million sublimit)

Unnamed locations (minimum $2.5 million sublimit)

By-laws including Demolition, Increased Cost of Repairs and Replacement (subject to a $5 million sub-limit only with respect to existing or renovated buildings)

Debris Removal (minimum $5 million sub-limit)

Off Premises Services Interruption (minimum $5 million sub-limit)

Professional Fees (minimum $2.5 million sub-limit)

Fire Fighting Expenses (minimum $2.5million sub-limit)

Valuable Papers (minimum $2.5 million sub-limit)

Accounts Receivable (minimum $2.5 million sub-limit)

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Defence Costs (subject to a $2.5 million sub-limit)

Contamination Clean-up or Removal (minimum $1 million sub-limit)

Civil Authority Access Interruption (8 weeks)

Prevention of Ingress/Egress (8 weeks)

Permission for Partial Use or Occupancy prior to Substantial Completion

Cost of Carrying Project Financing ([] Months), included in Delayed Start-Up coverage

Margin of Profit Extension for Contractors

Radioactive contamination caused by sudden and accidental release of radioactive isotopes (resulting from an accident)

Permitted Exclusions:

Cyber risk

Mould, fungi and fungal derivatives

Faulty workmanship, materials construction, or design but resultant damage to be insured to a minimum DE4 standard

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War risk

Terrorism

Nuclear or radioactive contamination,

Contractors’ equipment

Comments Named Insured includes the Successful Proponent, the Construction Contractor, all subcontractors, sub-subcontractors, consultants and sub-consultants, HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF SASKATCHEWAN as represented by the Minister of Highways and Infrastructure and as their respective interests may appear. [NTD: Lender requirements with respect to naming protocols for the early works insurances will be reviewed at time of selection of the Successful Proponent.]

No provision permitted allowing a coinsurance penalty

Insurance shall be primary without right of contribution of any other insurance carried by any Named Insured

Additional key extensions of coverage: Underground services, temporary works involved in the Project such as scaffolding, hoarding, etc., site preparation, including

excavation and associated improvements, landscaping and property of others used in the construction of the Project Losses payable in accordance with the Insurance Trust Agreement

Waiver of Subrogation against all Named and Unnamed Insureds, including but not limited to HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF SASKATCHEWAN as represented by the Minister of Highways and Infrastructure, the Construction Contractor, all subcontractors, professional consultants (other than for their professional liability), as well as officers, directors and employees, servants, and agents of the foregoing

Liberalization Clause Errors and Omissions Breach of Conditions Interim Payments Clause

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SCHEDULE A TO APPENDIX D EARLY WORKS AGREEMENT INSURANCE REQUIREMENTS

Early Works Agreement Insurance – The Regina Bypass Project

Insurances to be provided, or caused to be provided, by the Successful Proponent

Type

Minimum Amount Maximum Deductibles Principal Cover

Wrap-Up Commercial General Liability and Non-Owned Automobile Liability

$25 million each occurrence, and in the annual aggregate with respect to Broad Form Products and Completed Operations Sub-limits:

$25 million Non-Owned Automobile Liability

$25 million Sudden and Accidental Pollution and Hostile Fire Pollution Liability

$2 million “All Risks” Tenants' Legal Liability

$2.5 million Prairie or Forest Fire Fighting Expenses

$2.5 million Employee Benefits Administrative Errors and Omissions

$100,000 Legal Liability for Damages To Non-Owned Automobiles (SEF 94)

$10,000/$50,000 Medical Payments

Principal Extensions:

Owner’s and Contractor's Protective

$250,000 per occurrence

$ 1,000 per claim with respect to each of SEF 94, Tenants Legal Liability, Prairie or Forest Fire Fighting Expenses and Employee Benefits Administrative Errors and Omissions

Wrap-Up Commercial General Liability and Non-Owned Automobile Liability insurance covering all construction operations on an occurrence basis against claims for Bodily Injury (including Death), Personal Injury, Property Damage (including Loss of Use), and including Products and Completed Operations Liability, extended for a period of not less than 24 months, effective from Early Works Agreement Termination Date.

Coverage shall be maintained continuously from the date of the execution of this Early Works Agreement and until the termination of this Early Works Agreement,

Pollution Liability – Sudden and Accidental and Hostile Fire Pollution coverage to be not less than IBC 2313 form (minimum 120/120 hours detection/hours’ notice coverage structure).

This coverage shall be primary with respect to the Project without right of contribution of any insurance carried by HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF SASKATCHEWAN as represented by the Minister of Highways and Infrastructure.

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Blanket Contractual (written and oral)

Direct and Contingent Employers Liability

Personal Injury (nil participation)

Cross Liability and Severability of Interest with respect to each insured party

Blasting / demolition / excavating / underpinning / pile driving / shoring / caisson work / work below ground surface / tunnelling / grading and similar operations associated with the Early Works, as applicable

Elevator and Hoist Collision Liability

Liberalized Notice of Claim Requirement, i.e., requirement to report will commence when knowledge is held by a designated project person(s) – to be identified by the Successful Proponent

Non-Owned Automobile Liability

Tenants' Legal Liability (All Risks) – subject to sub-limit

Medical Expenses – subject to sub-limit

Prairie or Forest Fire Fighting Expenses – subject to sub-

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limit

Sudden and Accidental Pollution and Hostile Fire Pollution Liability – subject to sub-limit

Employee Benefits Administrative Errors and Omissions – subject to sub-limit

Contractors’ Rework Coverage – subject to sub-limit

Permission for Unlicensed Vehicles (partial road use)

Unlicensed Equipment

Loss of Use Without Property Damage

Loading and Unloading of Automobiles

Broad Form Property Damage

Broad Form Completed Operations

Intentional Injury, committed to Protect Persons or Property

Accident Benefits

Worldwide Territory, subject to suits being brought in Canada or the US

Permitted Exclusions:

Injury to employees, where Worker’s Compensation

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Insurance (Saskatchewan) provides valid coverage

Property in the care, custody or control of the insured, except during the Broad Form Products and Completed Operations extension period

Operation of licensed motor vehicles, other than attached machinery, while used for its purpose or at the Project Site

Physical damage to the Project, except during Broad Form Products and Completed Operations extension period

Cyber risk

Mould, fungi and fungal derivatives

Professional liability of engineers, architects and other professional consultants

Nuclear or radioactive contamination, except release radioactive isotopes intended for scientific, medical, industrial or commercial use

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Comments Named Insured includes the Successful Proponent and its Affiliates, HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF

SASKATCHEWAN as represented by the Minister of Highways and Infrastructure, the Successful Proponent parties involved in the Early Works, including the Construction Contractor, all subcontractors, sub-subcontractors, suppliers while working on Site, tradesmen while working on Site, engineers, architects, consultants and sub-consultants, (other than for professional liability), others as Additional Insureds, as may be required from time to time, arising from all operations and activities pertaining to the Early Works and the control and use of the Site [NTD: Lender requirements with respect to naming protocols for the early works insurances will be reviewed at time of selection of the Successful Proponent.]

HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF SASKATCHEWAN is added as an Additional Insured

Directors, officers, shareholders, employees of the insured parties involved in the Early Works are covered as Additional Insureds

Insurance is primary without right of contribution of any other insurance carried by any Named Insured

Aggregate limits will be permitted for Products and Completed Operations, Prairie and Forest Fire Fighting Expenses, Sudden and Accidental Pollution and Hostile Fire Pollution Liability and Employee Benefits Administrative Errors & Omissions Liability; no policy general aggregate will be permitted

Professional service activities integral to the Project, but not covering engineers, architects or other professional consultants, i.e., incidental professional liability risk of a Named Insured and their employed professionals is to be covered, but not the professional liability of independent fee-for-service professional consultants, architects or engineers

Waiver of subrogation of insurers’ rights of recovery against all Named and/or Additional Insureds, including the Successful Proponent, HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF SASKATCHEWAN as represented by the Minister of Highways and Infrastructure, the Construction Contractor, all subcontractors, sub-subcontractors, professional consultants, engineers and architects (other than for their professional liability), as well as officers, directors, employees, servants and agents of the foregoing

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SCHEDULE A TO APPENDIX D EARLY WORKS AGREEMENT INSURANCE REQUIREMENTS

Early Works Agreement Insurance – The Regina Bypass Project

Insurances to be provided, or caused to be provided, by the Successful Proponent

Type

Minimum Amount Maximum Deductibles Principal Cover

Project Specific Pollution Liability

(combined Contractors’ Pollution Liability and Pollution Legal Liability – Claims Made)

Combined Limit subject to Pollution Legal Liability with a minimum $2 million sub-limit

$10 million per claim and in the aggregate for all claims, inclusive of defense and all costs and expenses Principal Extensions:

Hazardous Substances occurring at or emanating from the Facility or Site during the Policy Period

Microbial Matter (including Fungus/Mould)

Underground / above ground storage tanks

First Party Restoration and Clean-up Costs

Disposal Site Extension, including Transportation (reporting required)

Duty to Defend

Canada and US Territory

Contractual Liability

Emergency Response Costs

$250,000 per claim inclusive of defense and all costs and expenses

Pollution Liability insurance covering third party bodily injury, property damage consequential loss or damage, including clean-up and restoration costs, both at the Site and Off-Site, as required.

Extended Reporting Period: Minimum of 36 months after Substantial Completion Date.

This coverage shall be primary with respect to the Facility without right of contribution of any insurance carried by HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF SASKATCHEWAN as represented by the Minister of Highways and Infrastructure.

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Permitted Exclusions:

Terrorism

War

Intentional Non-compliance

Prior Knowledge

Worker’s Compensation Insurance (Saskatchewan)

Employers’ Liability

Professional Liability

Nuclear Liability

Property Damage to Motor Vehicles during Transportation

Comments Named Insured will include the Successful Proponent, its Affiliates, the Successful Proponent parties and all other parties engaged in the

Early Works, including the Construction Contractor, all subcontractors, sub-subcontractors, consultants, and sub-consultants

HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF SASKATCHEWAN as represented by the Minister of Highways and Infrastructure will be identified as Additional Insureds, or insured clients of the Successful Proponent and its Affiliates [NTD: Lender requirements with respect to naming protocols for the early works insurances will be reviewed at time of selection of the Successful Proponent.]

HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF SASKATCHEWAN is added as an Additional Insured

The directors, officers, shareholders, and employees of the foregoing shall be Additional Insureds

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SCHEDULE A TO APPENDIX D EARLY WORKS AGREEMENT INSURANCE REQUIREMENTS

Early Works Agreement Insurance – The Regina Bypass Project

Insurances to be provided, or caused to be provided, by the Successful Proponent

Type

Minimum Amount Maximum Deductibles Principal Cover

Automobile Liability

$5 million (Minimum) for the Successful Proponent and the Successful Proponent’s Construction Contractor vehicles $2 million (Minimum) for vehicles of any other contractor, subcontractors, sub-subcontractors, consultants, and sub-consultants, and workmen, tradesmen, or other persons working on or at the Site

Standard Saskatchewan Owners Form For all vehicles operated by the Successful Proponent, the Construction Contractor, all subcontractors, sub-subcontractors, consultants and sub-consultants, operated in connection with the Project.

Business Automobile Liability insurance covering third party property damage and bodily injury liability (including accident benefits) arising out of any licensed vehicle.

Policies shall be endorsed to preclude cancellation, except upon 60 days prior written notice provided to HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF SASKATCHEWAN as represented by the Minister of Highways and Infrastructure.

Commercial General Liability and Non-Owned Automobile Liability

For the Successful Proponent, the Construction Contractor, all subcontractors, sub-subcontractors, consultants and sub-consultants, including Direct and Contingent Employers Liability, Products and Completed Operations Liability, and Owner’s and Contractor’s

$25 million each occurrence, and in the annual aggregate with respect to Broad Form Products and Completed Operations for the Successful Proponent the Successful Proponent’s Construction Contractor $5 million each occurrence, and in the annual aggregate with respect to Broad Form Completed Operations for any other contractor, subcontractors, sub-subcontractors, consultants, and sub-consultants, and workmen, tradesmen, or other persons involved in the Early Works In both instances, limits of liability may be structured as any combination of Primary plus supplementary layers and Umbrella and/or Excess, or

Commercial General Liability insurance covering all operations on an occurrence basis against claims for Bodily Injury (including Death), Broad Form Property Damage (including Loss of Use), and including Broad Form Products and Completed Operations Liability.

This Commercial General Liability Insurance will cover off-site activities connected to the project and Products and Completed Operations Liability beyond the "Wrap-Up" Commercial General Liability Insurance policy’s Products and Completed Operations extension period.

This insurance shall be maintained in effect during the Early Works and until twelve (12) months following the earlier of the termination of the insured’s person’s involvement in the Early Works and the date of issuance of Substantial Completion Certificate for the Early Works.

Policies shall be endorsed to preclude cancellation, except upon 90 days prior written notice provided to HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF SASKATCHEWAN as represented by the Minister of Highways and Infrastructure. [NTD: Lender requirements with respect to naming protocols for the early works insurances will be reviewed at time of selection of the Successful Proponent.]

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Protective extensions

Primary plus Umbrella and/or Excess Sub-limits (the Successful Proponent and the Successful Proponent’s Construction Contractor):

Full policy limits with respect to Non-Owned Automobile Liability

$1 million Prairie or Forest Fire Fighting Expenses

Principal Extensions (required to be provided by the Successful Proponent. and its Construction Contractor and shall be endeavoured to be provided by any other contractor, subcontractors, sub-subcontractors, consultants, and sub-consultants, and workmen, tradesmen, or other persons involved in the Initial Works):

Owner’s and Contractor's Protective

Blanket Contractual (written)

Direct and Contingent Employers Liability

Personal Injury (nil participation)

Cross Liability and Severability of Interest with respect to each insured party

Blasting / demolition / excavating / underpinning / pile driving / shoring / caisson work / work

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below ground surface / tunnelling/grading and similar operations associated with the Early Works as applicable

Elevator and Hoist Collision Liability

Non-Owned Automobile Liability

Prairie or Forest Fire Fighting Expenses – subject to sub-limit

Permission for Unlicensed Vehicles’ (partial road use)

Unlicensed Equipment

Loss of Use Without Property Damage

Loading and Unloading of Automobiles

Broad Form Property Damage

Broad Form Completed Operations

Intentional Injury, committed to Protect Persons or Property

Worldwide Territory, subject to suits being brought in Canada or the US

Permitted Exclusions:

Injury to employees, where Worker’s Compensation Insurance (Saskatchewan) provides valid coverage

Property in the care, custody or

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control of the insured, except as provided under Broad Form Products and Completed Operations

Operation of licensed motor vehicles, other than attached machinery, while used for its purpose or at the Site

Cyber risk

Mould, fungi and fungal derivatives

Professional liability of engineers, architects and other professional consultants

Nuclear or radioactive contamination, except release of radioactive isotopes intended for scientific, medical, industrial or commercial use

Comments HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF SASKATCHEWAN as represented by the Minister of Highways and

Infrastructure will be identified as Additional Insureds or insured clients of the Successful Proponent and its Affiliates [NTD: Lender requirements with respect to naming protocols for the early works insurances will be reviewed at time of selection of the Successful Proponent.]

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SCHEDULE A TO APPENDIX D EARLY WORKS AGREEMENT INSURANCE REQUIREMENTS

Early Works Agreement Insurance – The Regina Bypass Project

Insurances to be provided, or caused to be provided, by the Successful Proponent

Type

Amount Maximum Deductibles Principal Cover

Aircraft and Watercraft Liability

(If any exposure)

Minimum $25 million inclusive, including $10 million passenger hazard – Owned Aircraft Minimum $10 million inclusive – Non-Owned Aircraft Minimum $10 million inclusive Owned or Non-Owned Watercraft

To be determined

Policies shall be endorsed to preclude cancellation, except upon 90 days prior written notice provided to HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF SASKATCHEWAN as represented by the Minister of Highways and Infrastructure.

Comments HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF SASKATCHEWAN as represented by the Minister of Highways and

Infrastructure will be identified as Additional Insureds or insured clients of the Successful Proponent and its Affiliates [NTD: Lender requirements with respect to naming protocols for the early works insurances will be reviewed at time of selection of the Successful Proponent.]

“All Risks” Contractors’ Equipment

To cover the Successful Proponent, the Construction Contractor, subcontractors, sub-subcontractors consultants and sub-consultants

If Site equipment is three years old or less, the sum insured shall be equal to 100% of the replacement value of all contractors equipment used at the project. If Site equipment is more than three years old, actual cash value basis of loss settlement is acceptable.

All Risks coverage on all owned, rented, leased or borrowed contractors’ equipment, used at the Site.

Comments

Waiver of Subrogation rights against the Successful Proponent, HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF SASKATCHEWAN as represented by the Minister of Highways and Infrastructure, the Construction Contractor, all subcontractors, sub-subcontractors , consultants, sub-consultants, as well as officers, directors, shareholders and employees of the foregoing

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SCHEDULE A TO APPENDIX D EARLY WORKS AGREEMENT INSURANCE REQUIREMENTS

Early Works Agreement Insurance – The Regina Bypass Project

Insurances to be provided, or caused to be provided, by the Successful Proponent

Type

Amount Maximum Deductibles Principal Cover

Worker’s Compensation

In accordance with the Province’s Act established benefits and schedules

Not Applicable (i) the Successful Proponent and its Affiliates shall obtain and maintain at the Successful Proponent’s expense, Workers Compensation (Saskatchewan), in accordance with the Province of Saskatchewan requirements.

(ii) the Successful Proponent shall ensure that satisfactory evidence of Worker’s Compensation Insurance (Saskatchewan) is provided by all the Successful Proponent Parties, including all other consultants, sub consultants, contractors, subcontractors, suppliers and tradesmen working at the Site.

Prior to commencement of the Early Works, each of the foregoing shall provide satisfactory written confirmation of compliance, from the appropriate authority, including confirmation that all required assessments have been paid to date.

Upon Substantial Completion, the Successful Proponent shall be provided with satisfactory written confirmation that all required assessments have been paid to date.

On request, within 30 days of such request, the Successful Proponent shall deliver to the Ministry evidence of the workers compensation coverage maintained by any person involved in the Early Works, or confirmation of that person’s exemption from workers compensation coverage.

21716404.3