Request for Proposals

Design, Build, Finance, Operate & Maintain

The Regina Bypass Project

SaskBuilds Corporation

RFP Reference Number: SBRBP-RFP

Issued: August 22, 2014
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

9
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

11
 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

12
 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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 Regina Bypass Project
Pipeline, Utility and Railway Proponent Contact List

Company Name Contact Name Telephone Number E‐mail Address

Pipelines
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
Utilities
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
Railways
Canadian Pacific Railway Dale Wilson 204‐946‐3631 dale_wilson@cpr.ca
Last Mountain Railway Kent Affleck 306‐992‐5915 kent.affleck@mobilgrain.com
Other
Western Potash Corp Greg Vogelsang 306‐352‐3532 greg@westernpotash.com
CTV Peter Whitehead 306‐535‐1589 peter.whitehead@bellmedia.ca

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;

14
 (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

19
 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:

20
 (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

21
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

22
 (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

23
 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

24
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
26
 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,

27
 (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
28
 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:

29
 (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

30
 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

31
 (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.

32
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.;

33
 (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.

34
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.

35
 (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

36
 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

37
 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

38
 (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).

39
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:

40
 (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.

42
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

43
 (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;

44
 (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.

45
 (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

46
rendered to the Sponsors or any Ministry, agency, Board or
Commission of the Government of Saskatchewan.

47
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

48
 (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”.

49
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

50
 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

51
 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

52
 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.

53
(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).

54
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

55
 (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

56
 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.

57
 (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

62
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

Week Commencing
Data Room Accessible to Proponents
August 25, 2014

Proponents Meeting and Business to Business Day September 10, 2014

Initial Comments on Project Agreement September 26, 2014

Week Commencing
Commercially Confidential Meeting (Technical #1)
September 22, 2014
Week commencing
General Utility and Railway Companies Meeting
October 6, 2014
Commercially Confidential Meeting (Project Week Commencing
Agreement #1) October 13, 2014
Week Commencing
Commercially Confidential Meeting (Technical #1A)
October 13, 2014
Commercially Confidential Meeting (Payment Week Commencing
Mechanism, Finance, Insurance #1) October 27, 2014

Issue second draft of Project Agreement November 4, 2014

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

Comments on second draft of Project Agreement November 18, 2014

Week Commencing
Commercially Confidential Meeting (Technical #3)
December 15, 2014
Commercially Confidential Meeting (Project Week Commencing
Agreement #2) December 8, 2014
Week Commencing
Commercially Confidential Meeting (Ad Hoc)
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 January 26, 2015
the Project Agreement

Date for Submission of Identified Proponent Parties

January 27, 2015
Form

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 Step in the Procurement Process Estimated Date

January 30, 2015 no later than

Initial Technical Submission Deadline 11:00:00 a.m. (Local
Saskatchewan Time)

January 30, 2015 –

Initial Technical Submission Evaluation period
April 1, 2015
Last date for Proponents to submit RFIs relating to
the drafting of the Project Agreement (with the
February 13, 2015
exception of Schedule 14 and Schedule 15 of the
Project Agreement)
Notification letter in respect of Initial Technical
By April 2, 2015
Submission issued by Sponsors

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 April 3, 2015
benchmarking

Advance Benchmark Pricing Date * April 10, 2015

Advance Benchmark Submission Date April 15, 2015

April 24, 2015, 08:00 a.m.

Benchmark Pricing Date *
(Local Saskatchewan Time)

April 29, 2015, 08:00 a.m.

ICSB Pricing Date
(Local Saskatchewan Time)

April 17, 2015 no later than

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

74
 Step in the Procurement Process Estimated Date

To be notified following
Credit Spread Lock-In Date 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

76
(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.

1
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

2
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.

3
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 Duration Topics

Confidential Meeting,
Technical

Commercially Confidential
Up to 4 hours Innovation, General
Meeting (Technical#1)

Commercially Confidential
Up to 4 hours Innovation, General
Meeting (Technical#1A)

Commercially Confidential Geometrics, Structures, Drainage,

Up to 4 hours
Meeting (Technical#2) Geotechnical

Commercially Confidential ITS; IMS; Construction, OM & R, and Traffic

Up to 4 hours
Meeting (Technical#3) 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.

4
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:

5
 (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.

6
(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.

7
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 1.1.1 Overall Approach
(10 pages, Describe the Proponent’s overall approach to its team organization, structure
excluding
and processes; communications; and integration of team members, including:
curriculum vitae)
 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

1
Technical Submission Requirements
Title Contents
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.

2
Technical Submission Requirements
Title Contents
1.2 Partnering The Proponent must provide a detailed description of its approach to
(7 pages, excluding partnering, including:
required
memoranda, letters  Plan for interface structures with a description of proposed reporting
and agreements) 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 The Proponent must provide an outline for an Integrated Management System
Management (IMS) Manual that will describe the overarching management system
System (IMS) requirements including the methodology for measuring and improving the
Manual and
overall performance of the IMS. The IMS Manual will be required to integrate
approach to
management system requirements of the latest versions of ISO 9001- [Quality
management
system Management System (QMS)], ISO 14001 [Environment Management System
implementation (EMS)] and Certificate of Recognition (COR) program, as enhanced by
(20 pages) 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

3
Technical Submission Requirements
Title Contents
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 The Proponent must provide a detailed description of the Proponent’s
(10 pages) 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 The Proponent must provide a narrative description of the Proponent’s
strategies (7 pages) 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 The Proponent will be expected to collaborate with the Government of
Plan Saskatchewan to develop and implement a comprehensive communications
(10 pages excluding and Stakeholder plan, as well as a crisis communications plan. The plans will
curriculum vitae) 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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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 The Proponent must provide a “Project Safety Plan” specific to the Project
(12 pages) 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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 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 The Proponent must provide an EPP which clearly demonstrates the
Protection Plan Proponent’s approach to environmental protection and must at a minimum
(EPP) include the following:
(12 pages)
 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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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 6.1.1 Overall Technical Approach
Quality (50 pages, Provide the approach and understanding to the overall quality measures
excluding drawings undertaken by the Proponent in the preparation of the Technical Submission,
and curriculum including:
vitae)
 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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 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 The Proponent must provide a “Construction Management Plan” specific to
Management Plan 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 The Proponent must provide a preliminary construction Traffic Management
Management Plan 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 The Operations Director and Operations Manager must have operations,
and Operations maintenance and rehabilitation management experience on comparable
Manager 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 This section shall describe the Proponent’s approach and strategies to
Maintenance Plan 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 This section will describe the approach, rationale and strategies that the
Plan 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 This section will contain a rehabilitation work schedule illustrating the annual
Schedule 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 The Proponent is required to submit details of its proposed financing plan
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 Lenders (senior and subordinated)

Robustness of the
 The Proponent shall confirm, and shall include a letter from Lenders
Financing Plan as
Evidenced by:
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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Financial Submission Requirements
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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  Description of the level of involvement of various risk investors during the
Financial Structure high risk periods of the concession term (e.g. the pattern of loan
as Evidenced by: 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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Financial Submission Requirements
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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 The Proponent must provide a high-level description of key attributes of
Documentation 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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Financial Submission Requirements
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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 The Proponent must provide a letter from the guarantor and/or other
for Construction 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 For all providers of equity/quasi-equity finance proposed as part of the
from Equity financing package, the Proponent must provide a letter from each equity
Provider(s) 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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Financial Submission Requirements
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1.0 Financing Plan

1.7 Letter of Support The Successful Proponent must provide the Letter of Credit in the amount of
from Lender(s) or $10,000,000 in accordance with the RFP.
Financial
The Proponent must provide a letter from its financial institution addressed to
Institution(s)
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 The Proponent must provide letters of support for all major sub-contractors
from including, at a minimum:
Subcontractors
 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 The Financial Close Date to be used in the Proposal as the date for the start
Date of construction is July 29, 2015.
2.3 Phase One The Phase One Substantial Completion date to be used in the Proposal as
Substantial the date for the end of construction related to Phase One is October 31,
Completion Date 2017.
2.4 Substantial The Substantial Completion date to be used in the Proposal as the date for
Completion Date the end of construction is October 31, 2019.
2.5 Duration of Project The Project Agreement provides for an expiry date of 30 years from the
Agreement 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 If the Proponent desires to participate in the future Credit Spread Lock-in
Spread Date, the Proponent, in accordance with Schedule 10 of the RFP, shall
Benchmark(s) 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 The Proponent must confirm explicitly that Payment Mechanism as described
Mechanism 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 Proposals should assume that the Sponsor will pay “Monthly O&M Interim
Interim Services Services Payments” as set out in the Proponents Price Form for the work
Payments 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 Proposals should assume that the Sponsors will pay, on the date that is two
Milestone Payment (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 Proposals should assume that the Sponsors will pay, on the date that is two
Completion (2) Business Days after Substantial Completion, an amount equal to [50%] of
Payment 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 Base Relevant Insurance Cost as detailed in Schedule 24 - Insurance
Insurance Cost 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

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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 [intentionally deleted]
deleted]

2.23 Base Case Equity Proponents shall calculate their Base Case Equity IRR as the annualized
IRR 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 The Sponsors expect to share Independent Certifier costs with the
Certifier Fees 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.

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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 The Proponent's Financial Model must:
Requirements
 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  The Financial Model should show details of sources and uses of funds,
Model both in total nominal and NPV terms, including debt and equity injection
Requirements 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.

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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

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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,

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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  The Preferred Proponent may be asked to provide summary
Requirement 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  The Proponent must provide a detailed and comprehensive Financial
Specification Model specification booklet, including, at a minimum, instructions for using
Booklet 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

15
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

16
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.

17
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).

18
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.

Interest Rate Swap Term Sheet

INDICATIVE TERMS AND CONDITIONS
Private and Confidential

Fixed Swap Rate Payer: Insert name

Fixed Swap Rate Receiver: Insert name
Notional 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 date
3m CDOR thereafter
Spread over CDOR none
Compounding Inapplicable

Fixed Rate Payer Dates: The dates are as per the attached schedule commencing on the Effective Date
Floating Rate Payer Dates: The dates are as per the attached schedule commencing on the Effective Date
Fixed Rate Day Count: ACT/365, Fixed Adjusted
Floating Rate Day Coung: ACT/365, Fixed Adjusted
Business Days Toronto,
Payment Dates Last day of interest period
Modified Following

Notional Payment Schedule

Period Begin Period End Principal Outstanding (Open Bal.)

19
 Regina Bypass RFP ‐ Schedule 3 Part 2 ‐ Appendix B ‐ Project Cost Reporting.xlsx

Instructions

Sheet Instructions

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 1 to Part 4
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 Form

Financial 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 $0
25 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 $0
26 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 $0
27 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 $0
28 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 $0
29 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 $0
30 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 $0
31 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 $0
32 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 $0
33 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 $0
34 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 $0
35 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 $0
36 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 $0
Land 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 Period

Interest 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 $0
Interest 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 $0
Upfront 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 $0
Commitment / 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 $0
Other 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
TRUE
Transaction 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 $0
Legal 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 $0
Financial 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 $0
Rating 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 $0
Lenders 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 $0
Lenders 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 $0
Independent 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 $0
Contingency $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $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 Period
Contract 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 Period

Interest 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
Interest 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 $0
Financing 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 $0
Equity 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 $0
SPV 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 $0
Agency 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 $0
Independent 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 $0
Other 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 Construction Period

Total Costs During the 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
Total Costs During the Concession Period 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

PROJECT COST RECONCILIATION OVER FULL PROJECT TERM PROJECT CAPITAL COST RECONCILIATION (CONSTRUCTION PHASE)

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
 Regina Bypass RFP ‐ Schedule 3 Part 2 ‐ Appendix B ‐ Project Cost Reporting.xlsx

Project Cost Breakdown (required for PPP Canada consideration)

Capital Costs
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

 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; $0.00
26 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; $0.00
34 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

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.

1
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 Adobe PDF

Structural Design drawings, etc.

2
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

3
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.

4
 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 Regina Bypass Project

PROJECT:

NAME OF [Insert name of Proponent]

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.]

1
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.

2
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

3
(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.]

4
 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 Regina Bypass Project

PROJECT:

NAME OF [Insert name of Proponent.]

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 1
 (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 2
(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.

CONFIDENTIAL Page 3
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

> 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
O&M Payments
RFP Schedule 3 Part 2

> 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
SCPs
> 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

> Proponents must enter the monthly Capital Payment (CP) in Real Dollars in the yellow highlighted in cell E10
SP > 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
Phase One Substantial Completion Date
Substantial Completion Date
Contract length in years
Contract Expiration
Inflation Base Date
29‐Jul‐2015 FinCloseDate
31‐Oct‐2017 PhaseOneSubstCompDate
31‐Oct‐2019 SubstCompDate
30
31‐Oct‐2049 ContractExp
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

Monthly O&M Interim Services Payment Monthly O&M Interim Services Payment
Monthly O&M Interim Services Payment
related to the Existing Bypass related to the Phase One Infrastructure Total Monthly O&M Interim Services
permissable under Schedule 28 of the
From To Infrastructure for the period after the for the period after Phase One Substantial Payment for the Project Co. Interim
Project Agreement and not covered in (A)
O&M Handover Date and prior to Completion Date and prior to Substantial Maintenance Period
or (B)
Substantial Completion Completion

(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

31‐Oct‐2017
Completion Date
Phase One Substantial $0.00
Completion Payment

Substantial Completion Date 31‐Oct‐2019

$0.00
Substantial Completion Payment

Phase One Substantial Substantial Completion

From To
Completion Payment 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

CP OMP RP SP CP OMP RP SP Maintenance Substantial Completion Substantial Completion Months in period of

Contract Month From To Contract Month From To ESCn Dates Base Date Time flag LookUp Value
(in Base Date dollars) (in Base Date dollars) (in Base Date dollars) (in Base Date dollars) (Nominal dollars) (Nominal dollars) (Nominal dollars) (Nominal dollars) Term Flag Date Date 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
 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
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 No response
referred to within the Technical Proposal. necessary.
Section 5.1(1) The Technical Proposal must be received by SaskBuilds on No response
or before the Technical Proposal Submission Deadline. necessary.
Section 5.1(1) The Technical Proposal must be delivered to the address for No response
submission set out in the RFP Data Sheet. necessary.
Section 5.1(2) The Technical Proposal must be delivered by pre-paid No response
courier or hand. necessary.
Schedule 3 Part 1 – Technical Submission Requirements
Part B, Section 1.0 Project Management Plan
1.1 Overall Approach Yes/No
1.2 Partnering Yes/No
1.3 IMS Manual Yes/No
1.4 Approvals Strategy Yes/No
Part B, Section 2.0 Works Schedule:
2.1 Proponent strategies Yes/No
2.2 Project schedule Yes/No
Part B, Section 3.0 Communication Plan Yes/No

1
 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 Yes/No
6.2 Assumptions and Variance Analysis Yes/No
Part B, Section 7.0 Construction Submission:
7.1 Construction Management Plan Yes/No
7.2 Construction Traffic Management Plan Yes/No
Part B, Section 8.0 OM&R Submission:
8.1 Operations Director and Operations Manager Yes/No
8.2 Operations and Maintenance Plan Yes/No
8.3 Asset Management Plan Yes/No
8.4 Rehabilitation Work Schedule Yes/No
Schedule 3 Part 3 – Proposal Format and Evaluation
Part D Package A: One (1) signed original marked “Original Copy” Yes/No
and four (4) copies of Package A – Proposal Submission
Form and a Proponent Team Member Declaration for each
Proponent Team Member
Part D Package B: One (1) signed original marked “Original Copy” Yes/No
and eight (8) copies of the following: Technical Submission
with the Technical Submission Information
Part D Three (3) complete USB format "memory" sticks or sets of Yes/No
USB format "memory" sticks containing Packages A and B in
PDF format
Part D Three (3) complete USB format "memory" sticks or sets of Yes/No
USB format "memory" sticks containing Packages A and B in
a file format that can be edited
Part D In addition each Proponent should submit an additional USB Yes/No
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”.
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 Yes/No
Team Member

2
 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 No response
sealed envelope clearly labelled “RFP Reference Number: necessary.
SBRBP-RFP, Part C – Financial Submission Information”
and the name of the Proponent.
Section 4.2(5) Financial Submission Information must not be disclosed or No response
referred to within the Proposal other than in Part C. necessary.
Section 5.1(1) The Financial Proposal must be received by SaskBuilds on No response
or before the Financial Proposal Submission Deadline. necessary.
Section 5.1(1) The Financial Proposal must be delivered to the address for No response
submission set out in the RFP Data Sheet. necessary.
Section 5.1(2) The Financial Proposal must be delivered by pre-paid courier No response
or hand. 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 Yes/No
Institution(s)
 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

3
 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 Yes/No
C –Financial Submissions, with the Price Submission Form,
Financial Submission
Part D Three (3) complete USB format "memory" sticks or sets of Yes/No
USB format "memory" sticks containing Package C in PDF
format
Part D Three (3) complete USB format "memory" sticks or sets of Yes/No
USB format "memory" sticks containing Package C in a file
format that can be edited
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 No response
sealed envelope clearly labelled “RFP Reference Number: necessary.
SBRBP-RFP, Part D – Early Works Agreement” and the
name of the Proponent.
Schedule 3 Part 3 – Proposal Format and Evaluation
Part D Package D: One (1) original and Five (5) copies of Package Yes/No
D – Early Works Agreement
Part D Three (3) complete USB format "memory" sticks or sets of Yes/No
USB format "memory" sticks containing Package D in PDF
format
Part D Three (3) complete USB format "memory" sticks or sets of Yes/No
USB format "memory" sticks containing Package D in a file
format that can be edited
Schedule 12 – Early Works Agreement
Schedule 12 Early Works Agreement completed by the Proponent where Yes/No
indicated
Schedule 7 – Administrative Checklist
Schedule 7 Administrative Checklist (Financial Proposal) Yes/No

4
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 1
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:

CONFIDENTIAL Page 2
SCHEDULE 9 – FORM OF PROJECT AGREEMENT

PROVIDED AS SEPARATE DOCUMENTATION.

 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:

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 Explanation
Benchmark Pricing reference rate. May be
Rate 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.
Credit Spread Financing premium/spread over
Benchmark Rate
Hedge Premium Hedge credit charge (where
applicable)
Other fees (as Specific to the financing solution
applicable) provided
Treatment
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.
SUBJECT TO ELECTION, ADJUSTED ONLY, if
applicable, at Credit Spread Lock-in Date, in
accordance with Section 2 of Schedule 10 to the
RFP.
WILL NOT BE ADJUSTED
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

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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

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 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

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 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

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 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,

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 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,

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 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

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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

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 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

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 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

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 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

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 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

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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.

14
JCRA
JCRA Financial LLC
Financial Risk Consultants

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.
Regina Bypass ‐ RFP Schedule 10 ‐ Appendix B
Indicative Credit Spread Benchmark Submission
Credit Spread Election Facility Name:

Introduction

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 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.

Comparable Bond Basket

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).
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.

Mid- Fixed Rate

GOC Mid-Market Credit Spread
Bid Bid Ask Ask Market GOC Benchmark Financing
CUSIP Issuer Maturity Credit Rating Coupon Yield Spread Differential
Yield Price Yield Price Yield Credit
(B) (C = A - B)
(A) 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
Regina Bypass RFP
Schedule 10 - Appendix C
Senior 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. 22/03/2041
042767AB9 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) 30/06/2044
12657ZBE2 CU Inc. 02/09/2044
44107EAA7 Hospital Infrastructure Partners 31/01/2045
140006AA5 Capital City Link 31/03/2046
SCHEDULE 11 – IDENTIFIED PROPONENT PARTIES FORM
SCHEDULE 11 – IDENTIFIED PROPONENT PARTIES FORM
Additional rows may be inserted as required.

List of Team Members and Key Individuals

PRIME TEAM MEMBERS
Reference Information
(including name, organization, position /
Team Member (Full legal name) Address Role
title, address, contact telephone number
and e-mail)

OTHER TEAM MEMBERS

Reference Information
(including name, organization, position /
Team Member (Full legal name) Address Role
title, address, contact telephone number
and e-mail)

KEY INDIVIDUALS
Reference Information
(including name, organization, position /
Name Organization and address Role in the Project
title, address, contact telephone number
and e-mail)

1
SCHEDULE 12 – EARLY WORKS AGREEMENT
 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

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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 2
(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.

Confidential The Regina Bypass Project - Early Works Agreement

Page 3
(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

Confidential The Regina Bypass Project - Early Works Agreement

Page 4
 (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.

Confidential The Regina Bypass Project - Early Works Agreement

Page 5
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.

Confidential The Regina Bypass Project - Early Works Agreement

Page 6
(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);

Confidential The Regina Bypass Project - Early Works Agreement

Page 7
 (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.

Confidential The Regina Bypass Project - Early Works Agreement

Page 8
(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

Confidential The Regina Bypass Project - Early Works Agreement

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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

Confidential The Regina Bypass Project - Early Works Agreement

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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.

Confidential The Regina Bypass Project - Early Works Agreement

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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

Confidential Appendix A to Early Works Agreement

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 APPENDIX B

EARLY WORKS SCHEDULE

[NTD: To be developed based on the Successful Proponent’s RFP Submission.]

Confidential Appendix B to Early Works Agreement

Page 1
 APPENDIX C

SCHEDULE OF COMPLETED VALUE(S)

[NTD: To be developed based on the Successful Proponent’s RFP Submission.]

Confidential Appendix C to Early Works Agreement

Page 1
 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

Confidential Appendix D to Early Works Agreement

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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

Confidential Appendix D to Early Works Agreement

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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.

Confidential Appendix D to Early Works Agreement

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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.

Confidential Appendix D to Early Works Agreement

Page 4
 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.

Confidential Appendix D to Early Works Agreement

Page 5
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
Amount Maximum Deductibles Principal Cover
Type
“All Risks” Limit of Liability of $[ ] full 3% of loss value / $100,000 “All Risks” Course of Construction Property Insurance covering
Course of replacement cost value] for all minimum Earthquake the full insurable replacement cost of the Early Works including
Construction property to be insured and cold and hot testing / commissioning of Equipment including
Property, including while on the Site or $250,000 Flood HVAC, Delay in Start-Up, Soft Costs with no early occupancy
including Boiler while in transit, and material and $50,000 Testing and restriction.
and Machinery supplies destined for Commissioning
incorporation into the Project or This coverage shall be primary with respect to the Project without
intended to be used in the $50,000 All other losses right of contribution by HER MAJESTY THE QUEEN IN RIGHT OF
performance of Early Works . THE PROVINCE OF SASKATCHEWAN as represented by the
30 days waiting period Minister of Highways and Infrastructure.
Business Interruption (Gross applicable to time element
Revenue or Gross Profits Form), coverages
– 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)

Confidential Schedule A to Appendix D of Early Works Agreement

Page 1
  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)

Confidential Schedule A to Appendix D of Early Works Agreement

Page 2
  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

Confidential Schedule A to Appendix D of Early Works Agreement

Page 3
  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

Confidential Schedule A to Appendix D of Early Works Agreement

Page 4
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
Minimum Amount Maximum Deductibles Principal Cover
Type
Wrap-Up $25 million each occurrence, $250,000 per occurrence Wrap-Up Commercial General Liability and Non-Owned
Commercial and in the annual aggregate with Automobile Liability insurance covering all construction
General Liability respect to Broad Form Products $ 1,000 per claim with operations on an occurrence basis against claims for Bodily
and Non-Owned and Completed Operations respect to each of SEF 94, Injury (including Death), Personal Injury, Property Damage
Automobile Tenants Legal Liability, Prairie (including Loss of Use), and including Products and Completed
Liability or Forest Fire Fighting Operations Liability, extended for a period of not less than 24
Sub-limits: Expenses and Employee months, effective from Early Works Agreement Termination Date.
Benefits Administrative Errors
 $25 million Non-Owned and Omissions Coverage shall be maintained continuously from the date of the
Automobile Liability execution of this Early Works Agreement and until the
termination of this Early Works Agreement,
 $25 million Sudden and
Pollution Liability – Sudden and Accidental and Hostile Fire
Accidental Pollution and
Pollution coverage to be not less than IBC 2313 form (minimum
Hostile Fire Pollution Liability
120/120 hours detection/hours’ notice coverage structure).
 $2 million “All Risks” Tenants' This coverage shall be primary with respect to the Project without
Legal Liability right of contribution of any insurance carried by HER MAJESTY
THE QUEEN IN RIGHT OF THE PROVINCE OF SASKATCHEWAN
 $2.5 million Prairie or Forest as represented by the Minister of Highways and Infrastructure.
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

Confidential Schedule A to Appendix D of Early Works Agreement

Page 5
  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-

Confidential Schedule A to Appendix D of Early Works Agreement

Page 6
 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

Confidential Schedule A to Appendix D of Early Works Agreement

Page 7
 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

Confidential Schedule A to Appendix D of Early Works Agreement

Page 8
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

Confidential Schedule A to Appendix D of Early Works Agreement

Page 9
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
Minimum Amount Maximum Deductibles Principal Cover
Type
Project Specific $10 million per claim and in the $250,000 per claim inclusive Pollution Liability insurance covering third party bodily injury,
Pollution Liability aggregate for all claims, inclusive of defense and all costs and property damage consequential loss or damage, including clean-up
of defense and all costs and expenses and restoration costs, both at the Site and Off-Site, as required.
(combined expenses
Contractors’ Extended Reporting Period: Minimum of 36 months after Substantial
Pollution Liability Completion Date.
and Pollution Principal Extensions:
Legal Liability – This coverage shall be primary with respect to the Facility without
Claims Made)  Hazardous Substances occurring
right of contribution of any insurance carried by HER MAJESTY THE
at or emanating from the Facility QUEEN IN RIGHT OF THE PROVINCE OF SASKATCHEWAN as
Combined Limit or Site during the Policy Period represented by the Minister of Highways and Infrastructure.
subject to
Pollution Legal
 Microbial Matter (including
Liability with a
Fungus/Mould)
minimum $2
million sub-limit
 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

Confidential Schedule A to Appendix D of Early Works Agreement

Page 10
 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

Confidential Schedule A to Appendix D of Early Works Agreement

Page 11
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
Minimum Amount
Type
Automobile $5 million (Minimum) for the
Liability 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
Commercial $25 million each occurrence, and
General Liability in the annual aggregate with
and Non-Owned respect to Broad Form Products
Automobile and Completed Operations for the
Liability Successful Proponent the
Successful Proponent’s
For the Successful Construction Contractor
Proponent, the
Construction
Contractor, all $5 million each occurrence, and in
subcontractors, the annual aggregate with respect
sub- to Broad Form Completed
subcontractors, Operations for any other
consultants and contractor, subcontractors, sub-
sub-consultants, subcontractors, consultants, and
including Direct sub-consultants, and workmen,
and Contingent tradesmen, or other persons
Employers involved in the Early Works
Liability, Products
and Completed In both instances, limits of liability
Operations may be structured as any
Liability, and combination of Primary plus
Owner’s and supplementary layers and
Contractor’s Umbrella and/or Excess, or
Confidential
Maximum Deductibles Principal Cover
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 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.]
Schedule A to Appendix D of Early Works Agreement
Page 12
Protective Primary plus Umbrella and/or
extensions 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

Confidential Schedule A to Appendix D of Early Works Agreement

Page 13
 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

Confidential Schedule A to Appendix D of Early Works Agreement

Page 14
 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.]

Confidential Schedule A to Appendix D of Early Works Agreement

Page 15
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
Amount Maximum Deductibles Principal Cover
Type
Aircraft and Minimum $25 million inclusive, To be determined Policies shall be endorsed to preclude cancellation, except upon 90
Watercraft Liability including $10 million passenger days prior written notice provided to HER MAJESTY THE QUEEN IN
hazard – Owned Aircraft RIGHT OF THE PROVINCE OF SASKATCHEWAN as represented by
(If any exposure) the Minister of Highways and Infrastructure.
Minimum $10 million inclusive –
Non-Owned Aircraft

Minimum $10 million inclusive

Owned or Non-Owned Watercraft
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” If Site equipment is three years old All Risks coverage on all owned, rented, leased or borrowed
Contractors’ or less, the sum insured shall be contractors’ equipment, used at the Site.
Equipment equal to 100% of the replacement
value of all contractors equipment
To cover the used at the project. If Site
Successful equipment is more than three
Proponent, the years old, actual cash value basis
Construction of loss settlement is acceptable.
Contractor,
subcontractors,
sub-
subcontractors
consultants and
sub-consultants
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

Confidential Schedule A to Appendix D of Early Works Agreement

Page 16
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
Amount Maximum Deductibles Principal Cover
Type
Worker’s In accordance with the Not Applicable (i) the Successful Proponent and its Affiliates shall obtain and
Compensation Province’s Act established maintain at the Successful Proponent’s expense, Workers
benefits and schedules 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

Confidential Schedule A to Appendix D of Early Works Agreement

Page 17