Common use of Interpretation and Other Matters Clause in Contracts

Interpretation and Other Matters. 11.1 It is agreed that one of the reasons why the Contractor was selected for the Work is the Contractor’s representation and warranty that it will achieve the Phased Occupancy Dates, Completion of the Interim Work and Substantial Performance of the Work and Total Completion by the dates set out in paragraph 1.3 of Article A-1 of the Agreement – THE WORK, and the Contractor acknowledges that it has been advised by the Owner that it is critical to the Owner that the Phased Occupancy Dates be achieved and that Completion of the Interim Work, Substantial Performance of the Work and Total Completion be achieved by the prescribed dates set out in the said paragraph 1.3 and that time is of the essence of this Contract. 11.2 The Contractor shall be an independent contractor in performing its obligations under the Contract. The Contract does not create any agency, partnership, joint venture, fiduciary or other relationship of the Contractor with the Owner other than the relationship of independent contractor. 11.3 No inspection, review, comment, approval, verification, confirmation, certification, acknowledgement or audit pursuant to the provisions of the Contract by the Owner, the Owner’s Project Manager, the Consultant or Lender’s Consultant, or anyone on their behalf, nor any failure of any of them to do so, shall relieve the Contractor from performing or fulfilling any of its obligations under the Contract or be construed as an acceptance of the Work or any part thereof. 11.4 If any provision of the Contract is determined to be invalid, illegal or unenforceable in whole or in part, such invalidity, illegality or unenforceability will only apply to such provision or part, as the case may be, and any other part and all other provisions of the Contract shall remain in full force and effect. Furthermore, the parties shall endeavour to agree on a provision which reflects insofar as reasonably possible the commercial intentions of the invalid, illegal or unenforceable provision or part. 11.5 The provisions of the Contract which by their nature are continuing shall survive termination of the Contract. 11.6 Each party shall from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of the Contract. 11.7 The Contractor acknowledges that the Owner has provided it with the Site Background Reports respecting the Place of the Work and the conditions for the Work. The cost of any Work which results from encountering any condition that is described in or properly inferable from the Site Background Reports is included in the Guaranteed Price and there shall be no extension of Contract Time. 11.8 Upon the assignment of this Contract to the Hospital, nothing in this Contract shall in any way ▇▇▇▇▇▇ the right, authority and discretion of the Owner as a public hospital under the Public Hospitals Act (Ontario) in fulfilling its statutory or other functions under law including under the Public Hospitals Act (Ontario), and the Contractor understands and agrees that nothing in this Contract shall preclude Owner’s board of directors from performing, discharging or exercising its duties, responsibilities and powers under law including under the Public Hospitals Act (Ontario). The Contractor further agrees that it shall comply with all written directions issued by or on behalf of Owner’s board of directors from time to time and the cost, if any, of implementing the written directions and the additional time, if any, required to implement the written directions shall be implemented by way of a Change Order or Change Directive, as applicable, as provided in GC 6.2 – CHANGE ORDER and GC 6.3 –

Interpretation and Other Matters. 11.1 It is agreed that one of the reasons why the Contractor was selected for the Work is the Contractor’s representation and warranty that it will achieve the Phased Occupancy Dates, Completion of the Interim Work and Substantial Performance of the Work and Total Completion by the dates set out in paragraph 1.3 of Article A-1 of the Agreement – THE WORK, and the Contractor acknowledges that it has been advised by the Owner that it is critical to the Owner that the Phased Occupancy Dates be achieved and that Completion of the Interim Work, Substantial Performance of the Work and Total Completion be achieved by the prescribed dates set out in the said paragraph 1.3 and that time is of the essence of this Contract. 11.2 The Contractor shall be an independent contractor in performing its obligations under the Contract. The Contract does not create any agency, partnership, joint venture, fiduciary or other relationship of the Contractor with the Owner other than the relationship of independent contractor. 11.3 No inspection, review, comment, approval, verification, confirmation, certification, acknowledgement or audit pursuant to the provisions of the Contract by the Owner, the Owner’s Project Manager, the Consultant or Lender▇▇▇▇▇▇’s Consultant, or anyone on their behalf, nor any failure of any of them to do so, shall relieve the Contractor from performing or fulfilling any of its obligations under the Contract or be construed as an acceptance of the Work or any part thereof. 11.4 If any provision of the Contract is determined to be invalid, illegal or unenforceable in whole or in part, such invalidity, illegality or unenforceability will only apply to such provision or part, as the case may be, and any other part and all other provisions of the Contract shall remain in full force and effect. Furthermore, the parties shall endeavour to agree on a provision which reflects insofar as reasonably possible the commercial intentions of the invalid, illegal or unenforceable provision or part. 11.5 The provisions of the Contract which by their nature are continuing shall survive termination of the Contract. 11.6 Each party shall from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of the Contract. 11.7 The Contractor acknowledges that the Owner has provided it with the Site Background Reports respecting the Place of the Work and the conditions for the Work. The cost of any Work which results from encountering any condition that is described in or properly inferable from the Site Background Reports is included in the Guaranteed Price and there shall be no extension of Contract Time. The Contractor shall without limitation satisfy all the requirements and obligations contained in the Site Background Reports, including without limitation the Order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Director of Ministry of the Environment, dated March 3, 2005, in the performance of the Work and acknowledges that all costs to do so are included in the cost of the Work. 11.8 Upon the assignment of this Contract to the HospitalHospital pursuant to the Limited Assignment of Construction Contract, nothing in this Contract shall in any way ▇▇▇▇▇▇ the right, authority and discretion of the Owner as a public hospital under the Public Hospitals Act (Ontario) in fulfilling its statutory or other functions under law including under the Public Hospitals Act (Ontario), and the Contractor understands and agrees that nothing in this Contract shall preclude Owner’s board of directors from performing, discharging or exercising its duties, responsibilities and powers under law including under the Public Hospitals Act (Ontario). The Contractor further agrees that it shall comply comply, with all written directions issued by or on behalf of Owner’s board of directors from time to time and the cost, if any, of implementing the written directions and the additional time, if any, required to implement the written directions shall be implemented by way of a Change Order or Change Directive, as applicable, as provided in GC 6.2 – CHANGE ORDER and GC 6.3 –

Interpretation and Other Matters. 11.1 It is agreed that one of the reasons why the Contractor was selected for the Work is the Contractor’s representation and warranty that it will achieve the Phased Occupancy Dates, Completion of the Interim Work and Phase 1 Work, Substantial Performance of the Work and Total Completion by the dates set out in paragraph 1.3 of Article A-1 of the Agreement – THE WORK, and the Contractor acknowledges that it has been advised by the Owner that it is critical to the Owner that the Phased Occupancy Dates be achieved and that Completion of the Interim Phase 1 Work, Substantial Performance of the Work and Total Completion be achieved by the prescribed dates set out in the said paragraph 1.3 and that time is of the essence of this Contract. 11.2 The Contractor shall be an independent contractor in performing its obligations under the Contract. The Contract does not create any agency, partnership, joint venture, fiduciary or other relationship of the Contractor with the Owner other than the relationship of independent contractor. 11.3 No inspection, review, comment, approval, verification, confirmation, certification, acknowledgement or audit pursuant to the provisions of the Contract or otherwise by the Owner, the Owner’s Project Manager, the Consultant or Lender’s Consultant, or anyone on their behalf, nor any failure of any of them to do so, shall relieve the Contractor from performing or fulfilling any of its obligations under the Contract or be construed as an acceptance of the Work or any part thereof. 11.4 If any provision of the Contract is determined to be invalid, illegal or unenforceable in whole or in part, such invalidity, illegality or unenforceability will only apply to such provision or part, as the case may be, and any other part and all other provisions of the Contract shall remain in full force and effect. Furthermore, the parties shall endeavour to agree on a provision which reflects insofar as reasonably possible the commercial intentions of the invalid, illegal or unenforceable provision or part. 11.5 The provisions of the Contract which by their nature are continuing shall survive termination of the Contract. 11.6 Each party shall from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of the Contract. 11.7 The Contractor acknowledges that the Owner has provided it with the Site Background Reports respecting the Place of the Work and the conditions for the Work. The cost of any Work which results from encountering any condition that is described in or properly inferable from the Site Background Reports is included in the Guaranteed Price and there shall be no extension of Contract Time. 11.8 Upon the assignment of this Contract to the Hospital, nothing in this Contract shall in any way ▇▇▇▇▇▇ the right, authority and discretion of the Owner as a public hospital under the Public Hospitals Act (Ontario) in fulfilling its statutory or other functions under law including under the Public Hospitals Act (Ontario), and the Contractor understands and agrees that nothing in this Contract shall preclude Owner’s board of directors from performing, discharging or exercising its duties, responsibilities and powers under law including under the Public Hospitals Act (Ontario). The Contractor further agrees that it shall comply with all written directions issued by or on behalf of Owner’s board of directors from time to time and the cost, if any, of implementing the written directions and the additional time, if any, required to implement the written directions shall be implemented by way of a Change Order or Change Directive, as applicable, as provided in GC 6.2 – CHANGE ORDER and GC 6.3 –– CHANGE DIRECTIVE. 11.9 Upon the assignment of this Contract to the Hospital, the Contractor recognizes and understands that the Owner is a public hospital under the Public Hospitals Act (Ontario) and is therefore subject to a highly regulated legal and operational environment. The Contractor acknowledges that in addition to the use of Good Industry Practice, the Contract Documents, including the Contract Documents referred to in GC 3.12.5, include instructions as to the manner in which the Work is to be performed to minimize disturbance to the Hospital including in respect to noise, dust control, access to the Place of the Work and the particular requirements in respect to those portions of the Work which are to be carried out within the Hospital and in respect to those portions of the Work where connections are being made to the Hospital. The Contractor acknowledges that the Cost of the Work includes all premium time and overtime that may be required to perform the Work in accordance with the Contract Documents, the instructions contained in the Contract Documents referred to in GC 3.12.5

Interpretation and Other Matters. 11.1 It is agreed that one of the reasons why the Contractor was selected for the Work is the Contractor’s representation and warranty that it will achieve the Phased Occupancy Dates, the Completion of the Interim Work and Substantial Performance of the Work and Total Completion by the dates set out in paragraph 1.3 of Article A-1 of the Agreement – THE WORK, and the Contractor acknowledges that it has been advised by the Owner that it is critical to the Owner that the Phased Occupancy Dates be achieved and that Completion of the Interim Work, Substantial Performance of the Work and Total Completion be achieved by the prescribed dates set out in the said paragraph 1.3 and that time is of the essence of this Contract. However, nothing in this Article 11.1 affects the continuing application of GC 6.5. 11.2 The Contractor shall be an independent contractor in performing its obligations under the Contract. The Contract does not create any agency, partnership, joint venture, fiduciary or other relationship of the Contractor with the Owner other than the relationship of independent contractor. 11.3 No inspection, review, comment, approval, verification, confirmation, certification, acknowledgement or audit pursuant to the provisions of the Contract by the Owner, the OwnerHospital’s Project Manager, the Consultant or Lender’s Consultant, or anyone on their behalf, nor any failure of any of them to do so, shall relieve the Contractor from performing or fulfilling any of its obligations under the Contract or be construed as an acceptance of the Work or any part thereof. 11.4 If any provision of the Contract is determined to be invalid, illegal or unenforceable in whole or in part, such invalidity, illegality or unenforceability will only apply to such provision or part, as the case may be, and any other part and all other provisions of the Contract shall remain in full force and effect. Furthermore, the parties shall endeavour to agree on a provision which reflects insofar as reasonably possible the commercial intentions of the invalid, illegal or unenforceable provision or part. 11.5 The provisions of the Contract which by their nature are continuing shall survive termination of the Contract. 11.6 Each party shall from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of the Contract. 11.7 The Contractor acknowledges that the Owner has provided it with the Site Background Reports respecting the Place of the Work and the conditions for the Work. The cost of any Work which results from encountering any condition that is described in or properly inferable from the Site Background Reports is included in the Guaranteed Price and there shall be no extension of Contract Time. 11.8 Upon the assignment of this Contract to the Hospital, nothing in this Contract shall in any way ▇▇▇▇▇▇ the right, authority and discretion of the Owner as a public hospital under the Public Hospitals Act (Ontario) in fulfilling its statutory or other functions under law including under the Public Hospitals Act (Ontario), and the Contractor understands and agrees that nothing in this Contract shall preclude Owner’s board of directors from performing, discharging or exercising its duties, responsibilities and powers under law including under the Public Hospitals Act (Ontario). The Contractor further agrees that it shall comply with all written directions issued by or on behalf of Owner’s board of directors from time to time in furtherance of the board fulfilling its duties, responsibilities and powers under applicable law and the cost, if any, of implementing the written directions and the additional time, if any, required to implement the written directions shall be implemented implemented, as applicable, by way of a Change Order or Change Directive, as applicable, Directive as provided in GC 6.2 – CHANGE ORDER and GC 6.3 –

Interpretation and Other Matters. 11.1 It is agreed that one of the reasons why the Contractor was selected for the Work is the Contractor’s representation and warranty that it will achieve the Phased Occupancy Dates, Completion of the Interim Work and Substantial Performance of the Work and Total Completion by the dates set out in paragraph 1.3 of Article A-1 of the Agreement – THE WORK, and the Contractor acknowledges that it has been advised by the Owner that it is critical to the Owner that the Phased Occupancy Dates be achieved and that Completion of the Interim Work, Substantial Performance of the Work and Total Completion be achieved by the prescribed dates set out in the said paragraph 1.3 and that time is of the essence of this Contract. 11.2 The Contractor shall be an independent contractor in performing its obligations under the Contract. The Contract does not create any agency, partnership, joint venture, fiduciary or other relationship of the Contractor with the Owner other than the relationship of independent contractor. 11.3 No inspection, review, comment, approval, verification, confirmation, certification, acknowledgement or audit pursuant to the provisions of the Contract by the Owner, the OwnerHospital’s Project Manager, the Consultant or Lender▇▇▇▇▇▇’s Consultant, or anyone on their behalf, nor any failure of any of them to do so, shall relieve the Contractor from performing or fulfilling any of its obligations under the Contract or be construed as an acceptance of the Work or any part thereof. 11.4 If any provision of the Contract is determined to be invalid, illegal or unenforceable in whole or in part, such invalidity, illegality or unenforceability will only apply to such provision or part, as the case may be, and any other part and all other provisions of the Contract shall remain in full force and effect. Furthermore, the parties shall endeavour to agree on a provision which reflects insofar as reasonably possible the commercial intentions of the invalid, illegal or unenforceable provision or part. 11.5 The provisions of the Contract which by their nature are continuing shall survive termination of the Contract. 11.6 Each party shall from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of the Contract. 11.7 The Contractor acknowledges that the Owner has provided it with the Site Background Reports respecting the Place of the Work and the conditions for the Work. The cost of any Work which results from encountering any condition that is described in or properly inferable from the Site Background Reports is included in the Guaranteed Price and there shall be no extension of Contract Time. 11.8 Upon the assignment of this Contract to the Hospital, nothing in this Contract shall in any way ▇▇▇▇▇▇ the right, authority and discretion of the Owner as a public hospital under the Public Hospitals Act (Ontario) in fulfilling its statutory or other functions under law including under the Public Hospitals Act (Ontario), and the Contractor understands and agrees that nothing in this Contract shall preclude Owner’s board of directors from performing, discharging or exercising its duties, responsibilities and powers under law including under the Public Hospitals Act (Ontario). The Contractor further agrees that it shall comply comply, with all written directions issued by or on behalf of Owner’s board of directors from time to time and the cost, if any, of implementing the as appropriate such written directions and the additional time, if any, required to implement the written directions shall will be implemented by way of a Change Order or Change Directive, as applicable, Directive as provided in GC 6.2 – CHANGE ORDER and GC 6.3 –– CHANGE DIRECTIVE. 11.9 Upon the assignment of this Contract to Hospital the Contractor recognizes and understands that the Owner is a public hospital under the Public Hospitals Act (Ontario) and is therefore subject to a highly regulated legal and operational environment. The Contractor acknowledges that the Owner has provided it with requirements as to the manner in which the Work is to be performed in respect to minimizing disturbance to the Hospital including in respect to noise, dust control, access to the Place of the Work and the particular requirements in respect to those portions of the Work which are to be carried out within the Hospital and in respect to those portions of the Work where connections are being made to the Hospital. In addition the Contractor acknowledges that it has familiarized itself with Hospital operations and will perform the Work taking into account the requirements of the Owner to maintain normal Hospital operations and that the Cost of the Work includes all premium time and overtime that may be required to perform the Work in accordance with the foregoing requirements. 11.10 All references to any legislation set out in the Contract Documents shall be a reference to such legislation as amended from time to time. The following Definitions shall apply to all Contract Documents.

Interpretation and Other Matters. 11.1 It is agreed that one of the reasons why the Contractor was selected for the Work is the Contractor’s representation and warranty that it will achieve the Phased Occupancy Dates, Completion of the Interim Work and obtain Substantial Performance of the Work and Total Completion by the dates set out in paragraph 1.3 of Article A-1 A - 1 of the Agreement – THE WORK, and the Contractor acknowledges that it has been advised by the Owner that it is critical to the Owner that the Phased Occupancy Dates be achieved and that Completion of the Interim Work, Substantial Performance of the Work and Total Completion be achieved by the prescribed dates set out in the said paragraph 1.3 and that time is of the essence of this Contract. 11.2 The Contractor shall be an independent contractor in performing its obligations under the Contract. The Contract does not create any agency, partnership, joint venture, fiduciary or other relationship of the Contractor with the Owner other than the relationship of independent contractor. 11.3 No inspection, review, comment, approval, verification, confirmation, certification, acknowledgement or audit pursuant to the provisions of the Contract by the Owner, the Owner’s 's Project Manager, the Consultant or Lender’s 's Consultant, or anyone on their behalf, nor any failure of any of them to do so, shall relieve the Contractor from performing or fulfilling any of its obligations under the Contract or be construed as an acceptance of the Work or any part thereof. 11.4 If any provision of the Contract is determined to be invalid, illegal or unenforceable in whole or in part, such invalidity, illegality or unenforceability will only apply to such provision or part, as the case may be, and any other part and all other provisions of the Contract shall remain in full force and effect. Furthermore, the parties shall endeavour to agree on a provision which reflects insofar as reasonably possible the commercial intentions of the invalid, illegal or unenforceable provision or part. 11.5 The provisions of the Contract which by their nature are continuing shall survive termination of the Contract. 11.6 Each party shall from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may my reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of the Contract. 11.7 The Contractor acknowledges that the Owner has provided it with the Site Background Reports respecting the Place of the Work and the conditions for the Work. The cost of any Work which results from encountering any condition that is described in or properly inferable from the Site Background Reports is included in the Guaranteed Price and there shall be no extension of Contract Time. 11.8 Upon All references to any legislation set out in the assignment of this Contract Documents shall be a reference to the Hospital, nothing in this Contract shall in any way ▇▇▇▇▇▇ the right, authority and discretion of the Owner such legislation as a public hospital under the Public Hospitals Act (Ontario) in fulfilling its statutory or other functions under law including under the Public Hospitals Act (Ontario), and the Contractor understands and agrees that nothing in this Contract shall preclude Owner’s board of directors from performing, discharging or exercising its duties, responsibilities and powers under law including under the Public Hospitals Act (Ontario). The Contractor further agrees that it shall comply with all written directions issued by or on behalf of Owner’s board of directors amended from time to time time. In witness whereof the parties hereto have executed this Agreement and by the costhands of their duly authorized representatives. SIGNED AND DELIVERED in the presence of: Name: [DELETED] Title: [DELETED] its general partner, if any, of implementing the written directions and the additional time, if any, required to implement the written directions shall be implemented by way of a Change Order or Change Directive, as applicable, as provided in GC 6.2 – CHANGE ORDER and GC 6.3 –BIRD MANAGEMENT LTD. Name: [DELETED] Title: [DELETED]

Interpretation and Other Matters. 11.1 It is agreed that one of the reasons why the Contractor was selected for the Work is the Contractor’s representation and warranty that it will achieve the Phased Occupancy Dates, Completion of the Interim Work Dates and Substantial Performance of the Work and Total Completion by the dates set out in paragraph 1.3 of Article A-1 of the Agreement – THE WORK, and the Contractor acknowledges that it has been advised by the Owner that it is critical to the Owner that the Phased Occupancy Dates Dates, be achieved and that Completion of the Interim Work, Substantial Performance of the Work and Total Completion be achieved by the prescribed dates set out in the said paragraph 1.3 and that time is of the essence of this Contract. 11.2 The Contractor shall be an independent contractor in performing its obligations under the Contract. The Contract does not create any agency, partnership, joint venture, fiduciary or other relationship of the Contractor with the Owner other than the relationship of independent contractor. 11.3 No inspection, review, comment, approval, verification, confirmation, certification, acknowledgement or audit pursuant to the provisions of the Contract by the Owner, the Owner’s Project Manager, the Consultant or Lender’s Consultant, or anyone on their behalf, nor any failure of any of them to do so, shall relieve the Contractor from performing or fulfilling any of its obligations under the Contract or be construed as an acceptance of the Work or any part thereof. 11.4 If any provision of the Contract is determined to be invalid, illegal or unenforceable in whole or in part, such invalidity, illegality or unenforceability will only apply to such provision or part, as the case may be, and any other part and all other provisions of the Contract shall remain in full force and effect. Furthermore, the parties shall endeavour to agree on a provision which reflects insofar as reasonably possible the commercial intentions of the invalid, illegal or unenforceable provision or part. 11.5 The provisions of the Contract which by their nature are continuing shall survive termination of the Contract.the 11.6 Each party shall from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of the Contract. 11.7 The Contractor acknowledges that the Owner has provided it with the Site Background Reports respecting the Place of the Work and the conditions for the Work. The cost of any Work which results from encountering any condition that is described in or properly inferable from the Site Background Reports is included in the Guaranteed Price and there shall be no extension of Contract Time. 11.8 Upon the assignment of this Contract to the HospitalHospital pursuant to the Limited Assignment of Construction Contract, nothing in this Contract shall in any way ▇▇▇▇▇▇ the right, authority and discretion of the Owner as a public hospital under the Public Hospitals Act (Ontario) in fulfilling its statutory or other functions under law including under the Public Hospitals Act (Ontario), and the Contractor understands and agrees that nothing in this Contract shall preclude Owner’s board of directors from performing, discharging or exercising its duties, responsibilities and powers under law including under the Public Hospitals Act (Ontario). The Contractor further agrees that it shall comply comply, with all written directions issued by or on behalf of Owner’s board of directors from time to time and the cost, if any, of implementing the written directions and the additional time, if any, required to implement the written directions shall be implemented by way of a Change Order or Change Directive, as applicable, as provided in GC 6.2 – CHANGE ORDER and GC 6.3 –

Interpretation and Other Matters. 11.1 It is agreed that one of the reasons why the Contractor was selected for the Work is the Contractor’s representation and warranty that it will achieve the Phased Occupancy Dates, Completion of the Interim Work and Substantial Performance of the Work and Total Completion by the dates set out in paragraph 1.3 of Article A-1 of the Agreement – THE WORK, and the Contractor acknowledges that it has been advised by the Owner that it is critical to the Owner that the Phased Occupancy Dates be achieved and that Completion of the Interim Work, Substantial Performance of the Work and Total Completion be achieved by the prescribed dates set out in the said paragraph 1.3 and that time is of the essence of this Contract. 11.2 The Contractor shall be an independent contractor in performing its obligations under the Contract. The Contract does not create any agency, partnership, joint venture, fiduciary or other relationship of the Contractor with the Owner other than the relationship of independent contractor. 11.3 No inspection, review, comment, approval, verification, confirmation, certification, acknowledgement or audit pursuant to the provisions of the Contract by the Owner, the Owner’s Project Manager, the Consultant or Lender▇▇▇▇▇▇’s Consultant, or anyone on their behalf, nor any failure of any of them to do so, shall relieve the Contractor from performing or fulfilling any of its obligations under the Contract or be construed as an acceptance of the Work or any part thereof. 11.4 If any provision of the Contract is determined to be invalid, illegal or unenforceable in whole or in part, such invalidity, illegality or unenforceability will only apply to such provision or part, as the case may be, and any other part and all other provisions of the Contract shall remain in full force and effect. Furthermore, the parties shall endeavour to agree on a provision which reflects insofar as reasonably possible the commercial intentions of the invalid, illegal or unenforceable provision or part. 11.5 The provisions of the Contract which by their nature are continuing shall survive termination of the Contract. 11.6 Each party shall from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of the Contract. 11.7 The Contractor acknowledges that the Owner has provided it with the Site Background Reports respecting the Place of the Work and the conditions for the Work. The cost of any Work which results from encountering any condition that is described in or properly inferable from the Site Background Reports is included in the Guaranteed Price and there shall be no extension of Contract Time. 11.8 Upon the assignment of this Contract to the Hospital, nothing in this Contract shall in any way ▇▇▇▇▇▇ the right, authority and discretion of the Owner as a public hospital under the Public Hospitals Act (Ontario) in fulfilling its statutory or other functions under law including under the Public Hospitals Act (Ontario), and the Contractor understands and agrees that nothing in this Contract shall preclude Owner’s board of directors from performing, discharging or exercising its duties, responsibilities and powers under law including under the Public Hospitals Act (Ontario). The Contractor further agrees that it shall comply with all written directions issued by or on behalf of Owner’s board of directors from time to time and the cost, if any, of implementing the written directions and the additional time, if any, required to implement the written directions shall be implemented by way of a Change Order or Change Directive, as applicable, as provided in GC 6.2 – CHANGE ORDER and GC 6.3 –the

Interpretation and Other Matters. 11.1 It is agreed that one of the reasons why the Contractor was selected for the Work is the Contractor’s representation and warranty that it will achieve the Phased Occupancy Dates, Completion of the Interim Phase 1A Work and Substantial Performance of the Work and Total Completion by the dates set out in paragraph 1.3 of Article A-1 of the Agreement – THE WORK, and the Contractor acknowledges that it has been advised by the Owner that it is critical to the Owner that the Phased Occupancy Dates Completion of the Phase 1A Work be achieved and that Completion of the Interim Work, Substantial Performance of the Work and Total Completion be achieved by the prescribed dates set out in the said paragraph 1.3 and that time is of the essence of this Contract. 11.2 The Contractor shall be an independent contractor in performing its obligations under the Contract. The Contract does not create any agency, partnership, joint venture, fiduciary or other relationship of the Contractor with the Owner other than the relationship of independent contractor. 11.3 No inspection, review, comment, approval, verification, confirmation, certification, acknowledgement or audit pursuant to the provisions of the Contract by the Owner, the Owner’s Project Manager, the Consultant or Lender▇▇▇▇▇▇’s Consultant, or anyone on their behalf, nor any failure of any of them to do so, shall relieve the Contractor from performing or fulfilling any of its obligations under the Contract or be construed as an acceptance of the Work or any part thereof. 11.4 If any provision of the Contract is determined to be invalid, illegal or unenforceable in whole or in part, such invalidity, illegality or unenforceability will only apply to such provision or part, as the case may be, and any other part and all other provisions of the Contract shall remain in full force and effect. Furthermore, the parties shall endeavour to agree on a provision which reflects insofar as reasonably possible the commercial intentions of the invalid, illegal or unenforceable provision or part. 11.5 The provisions of the Contract which by their nature are continuing shall survive termination of the Contract.the 11.6 Each party shall from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of the Contract. 11.7 The Contractor acknowledges that the Owner has provided it with the Site Background Reports respecting the Place of the Work and the conditions for the Work. The cost of any Work which results from encountering any condition that is described in or properly inferable from the Site Background Reports is included in the Guaranteed Price and there shall be no extension of Contract Time. 11.8 Upon the assignment of this Contract to the HospitalHospital pursuant to the Limited Assignment of Construction Contract, nothing in this Contract shall in any way ▇▇▇▇▇▇ the right, authority and discretion of the Owner as a public hospital under the Public Hospitals Act (Ontario) in fulfilling its statutory or other functions under law including under the Public Hospitals Act (Ontario), and the Contractor understands and agrees that nothing in this Contract shall preclude Owner’s board of directors from performing, discharging or exercising its duties, responsibilities and powers under law including under the Public Hospitals Act (Ontario). The Contractor further agrees that it shall comply comply, with all written directions issued by or on behalf of Owner’s board of directors from time to time and the cost, if any, of implementing the written directions and the additional time, if any, required to implement the written directions shall be implemented by way of a Change Order or Change Directive, as applicable, as provided in GC 6.2 – CHANGE ORDER and GC 6.3 –

Interpretation and Other Matters. 11.1 It is agreed that one of the reasons why the Contractor was selected for the Work is the Contractor’s representation and warranty that it will achieve the Phased Occupancy Dates, Completion of the Interim Work Dates and Substantial Performance of the Work and Total Completion by the dates set out in paragraph 1.3 of Article A-1 of the Agreement – THE WORK, and the Contractor acknowledges that it has been advised by the Owner that it is critical to the Owner that the Phased Occupancy Dates be achieved and that Completion of the Interim Work, Substantial Performance of the Work and Total Completion be achieved by the prescribed dates set out in the said paragraph 1.3 and that time is of the essence of this Contract. 11.2 The Contractor shall be an independent contractor in performing its obligations under the Contract. The Contract does not create any agency, partnership, joint venture, fiduciary or other relationship of the Contractor with the Owner other than the relationship of independent contractor. 11.3 No inspection, review, comment, approval, verification, confirmation, certification, acknowledgement or audit pursuant to the provisions of the Contract by the Owner, the Owner’s Project Manager, the Consultant or LenderTrustee’s Consultant, or anyone on their behalf, nor any failure of any of them to do so, shall relieve the Contractor from performing or fulfilling any of its obligations under the Contract or be construed as an acceptance of the Work or any part thereof. 11.4 If any provision of the Contract is determined to be invalid, illegal or unenforceable in whole or in part, such invalidity, illegality or unenforceability will only apply to such provision or part, as the case may be, and any other part and all other provisions of the Contract shall remain in full force and effect. Furthermore, the parties shall endeavour to agree on a provision which reflects insofar as reasonably possible the commercial intentions of the invalid, illegal or unenforceable provision or part. 11.5 The provisions of the Contract which by their nature are continuing shall survive termination of the Contract. 11.6 Each party shall from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of the Contract. 11.7 The Contractor acknowledges that the Owner has provided it with the Site Background Reports respecting the Place of the Work and the conditions for the Work. The cost of any Work which results from encountering any condition that is described in or properly inferable from the Site Background Reports is included in the Guaranteed Price and there shall be no extension of Contract Time. 11.8 Upon the assignment of this Contract to the Hospital, nothing in this Contract shall in any way ▇▇▇▇▇▇ the right, authority and discretion of the Owner as a public hospital under the Public Hospitals Act (Ontario) in fulfilling its statutory or other functions under law including under the Public Hospitals Act (Ontario), and the Contractor understands and agrees that nothing in this Contract shall preclude Owner’s board of directors from performing, discharging or exercising its duties, responsibilities and powers under law including under the Public Hospitals Act (Ontario). The Contractor further agrees that it shall comply with all written directions issued by or on behalf of Owner’s board of directors from time to time and the cost, if any, of implementing the written directions and the additional time, if any, required to implement the written directions shall be implemented by way of a Change Order or Change Directive, as applicable, as provided in GC 6.2 – CHANGE ORDER and GC 6.3 –

Interpretation and Other Matters. 11.1 It is agreed that one of the reasons why the Contractor was selected for the Work is the Contractor’s representation and warranty that it will achieve the Phased Occupancy Dates, Completion of the Interim Work and Substantial Performance of the Work and Total Completion by the dates set out in paragraph 1.3 of Article A-1 of the Agreement – THE WORK, and the Contractor acknowledges that it has been advised by the Owner that it is critical to the Owner that the Phased Occupancy Dates be achieved and that Completion of the Interim Work, Substantial Performance of the Work and Total Completion be achieved by the prescribed dates set out in the said paragraph 1.3 and that time is of the essence of this Contract. 11.2 The Contractor shall be an independent contractor in performing its obligations under the Contract. The Contract does not create any agency, partnership, joint venture, fiduciary or other relationship of the Contractor with the Owner other than the relationship of independent contractor. 11.3 No inspection, review, comment, approval, verification, confirmation, certification, acknowledgement or audit pursuant to the provisions of the Contract by the Owner, the Owner’s Project Manager, the Consultant or Lender▇▇▇▇▇▇’s Consultant, or anyone on their behalf, nor any failure of any of them to do so, shall relieve the Contractor from performing or fulfilling any of its obligations under the Contract or be construed as an acceptance of the Work or any part thereof. 11.4 If any provision of the Contract is determined to be invalid, illegal or unenforceable in whole or in part, such invalidity, illegality or unenforceability will only apply to such provision or part, as the case may be, and any other part and all other provisions of the Contract shall remain in full force and effect. Furthermore, the parties shall endeavour to agree on a provision which reflects insofar as reasonably possible the commercial intentions of the invalid, illegal or unenforceable provision or part. 11.5 The provisions of the Contract which by their nature are continuing shall survive termination of the Contract. 11.6 Each party shall from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of the Contract. 11.7 The Contractor acknowledges that the Owner has provided it with the Site Background Reports respecting the Place of the Work and the conditions for the Work. The cost of any Work which results from encountering any condition that is described in or properly inferable from the Site Background Reports is included in the Guaranteed Price and there shall be no extension of Contract Time. 11.8 Upon the assignment of this Contract to the Hospital, nothing in this Contract shall in any way ▇▇▇▇▇▇ the right, authority and discretion of the Owner as a public hospital under the Public Hospitals Act (Ontario) in fulfilling its statutory or other functions under law including under the Public Hospitals Act (Ontario), and the Contractor understands and agrees that nothing in this Contract shall preclude Owner’s board of directors from performing, discharging or exercising its duties, responsibilities and powers under law including under the Public Hospitals Act (Ontario). The Contractor further agrees that it shall comply comply, with all written directions issued by or on behalf of Owner’s board of directors from time to time and the costas applicable, if any, of implementing the such written directions and the additional time, if any, required to implement the written directions shall will be implemented by way of a Change Order or Change Directive, as applicable, Directive as provided in GC 6.2 – CHANGE ORDER and GC 6.3 –– CHANGE DIRECTIVE. 11.9 Upon the assignment of this Contract to the Hospital, the Contractor recognizes and understands that the Owner is a public hospital under the Public Hospitals Act (Ontario) and is therefore subject to a highly regulated legal and operational environment. The Contractor acknowledges that, in addition to the use of Good Industry Practice, the Contract Documents, including the Contract Documents referred to in GC 3.12.5 include requirements as to the manner in which the Work is to be performed to minimize disturbance to the Hospital including in respect to noise, dust control, access to the Place of the Work and the particular requirements in respect to those portions of the Work which are to be carried out within the Hospital and in respect to those portions of the Work where connections are being made to the Hospital. In addition the Contractor acknowledges that it has familiarized itself with Hospital facility and/or building operations and will perform the Work taking into account the requirements of the Owner to maintain normal Hospital facility and/or building operations and that the Cost of the Work includes all premium time and overtime that may be required to perform the Work in accordance with the Contract Documents, the instructions contained in the Contract Documents referred to in GC 3.12.5