SCHEDULE PA-23 INSURANCE REQUIREMENTS

Transcription

1 SCHEDULE PA-23 INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS...1 PART 1 - CONSTRUCTION PERIOD INSURANCE All Risk Builders Risk Wrap-up Liability Professional Errors and Omissions Contractor s Pollution Liability Other Construction Coverage Director s and Officers Legal Liability Insurance Crime Insureds...8 PART 2 - OPERATING PERIOD INSURANCE Commercial General Liability All Risk Property Boiler and Machinery Professional Errors and Omissions Director s and Officers Legal Liability Insurance Pollution Liability Crime Other Operation and Maintenance Coverage Insureds...16

2 SCHEDULE PA-23 INSURANCE REQUIREMENTS PART 1 - CONSTRUCTION PERIOD INSURANCE 1.1 All Risk Builders Risk All Risk Course of Construction (including without limitation earthquake, flood and tsunami) insurance on a replacement cost basis covering all DB Work, the Facility and all materials and equipment intended for permanent use in the Facility or incidental to the DB Work, including on and off-site installation, permissions to operate except under revenue type operations, prevention of access and off premises power interruption, which coverage will include the following terms: to be in an amount of not less than: DELETED for damage to, or loss of, the Facility, including delay in startup, and extra-expense to reduce delay in start-up; with the following sublimits: (A) (B) (C) (D) (E) (F) (G) (H) (I) (J) (K) (L) (M) DELETED offsite installations; DELETED fire fighting expense; DELETED off premises services interruption; DELETED cost of demolition; DELETED valuable papers; DELETED extra expediting expense unrelated to delay in start-up; DELETED offsite storage; DELETED by-laws coverage; DELETED debris removal; DELETED unnamed locations/offsite storage; DELETED temporary structures; DELETED inland transit; and DELETED professional fees; the premium for the direct damage insurance coverage will be based on the estimated total insured value of $746,000,000, part of the completed value of the Facility;

3 - 2 - minimum deductibles, per occurrence, in the amounts set out below: for earthquake and tsunami, DELETED of insured value at the time of loss, but not less than DELETED and a maximum of DELETED for direct damage resulting from flood, water damage, inundation, testing and commissioning, DELETED and for direct damage resulting from all other insured perils, DELETED; (e) delay in start-up coverage with a minimum waiting period of DELETED for all perils; exclusions for: (vii) war terrorism; nuclear or radioactive contamination; data and cyber; faulty work, material construction and design but will cover resulting damage from perils not excluded; transmission and distribution lines outside insured operations premises; mould/pollution; (viii) corrosion and rust, but with coverage for corrosion and rust resulting from damage from perils not excluded; and (f) provide for interim payments in the event of any loss. 1.2 Wrap-up Liability Wrap-up Liability insurance against claims for personal injury (including bodily injury and death) and property damage or loss occurring in connection with or as a result of the DB Work, which coverage will include the following terms: to be in an amount of not less than DELETED per occurrence and in the aggregate; a minimum deductible of DELETED per occurrence; exclusions for: injuries to employees in the course of employment;

4 - 3 - (vii) property in the DBFO Contractor s care, custody and control except during completed operations; use of owned motor vehicles required by law to be licensed; damage to the DB Work or the Facility except during completed operations; data and cyber; war; nuclear contamination; (viii) pollution; and (ix) mould; (e) include an extension of coverage for DELETED after the Total Completion Date for products and completed operations; include the following endorsements: (vii) broad form property damage/completed operations; premises and operations liability; elevator and hoist collision liability; blanket contractual liability; contingent employers liability; non-owned automobiles; cross liability and severability of interests clause; (viii) unlicensed equipment; (ix) (x) (xi) (xii) notice of claim; tenants legal liability (All Risk) (subject to a sublimit of DELETED); medical expenses (subject to a sublimit of DELETED); incidental non-owned aircraft and watercraft; (xiii) fire fighting expenses.

5 - 4 - (xiv) (xv) sudden and accidental pollution; and permission for partial road use; and (f) include coverage for terrorism. 1.3 Professional Errors and Omissions From the Date of this Agreement until six years after the Total Completion Date, project specific Professional Liability Errors and Omissions insurance for the Project, which may be written on a claims made form, which coverage will cover all professionals engaged or involved in the DB Work in a professional capacity and will include the following terms: to be in an amount of not less than DELETED per occurrence and DELETED in the aggregate; a minimum deductible of DELETED per occurrence; exclusions for: (vii) any dishonest, fraudulent, or criminal conduct committed intentionally by or at the direction of any insured; however, this exclusion will not apply to any insured, who did not commit, participate in or have knowledge of such conduct; any Claim made by any insured against any other insured; any insured s involvement as a partner, officer, director, stockholder, employer or employee of any business enterprise not named in the policy declarations; the design or manufacture of any products developed by the insured for multiple sale or mass distribution, including but not limited to computer programs or software; any express warranty or guarantee except to loss resulting from the failure to meet such warranty or guaranty if such loss would have resulted in the absence of such express warranty or guaranty; the insureds requiring, obtaining, maintaining or the insureds failure to require, obtain or maintain any bond, suretyship or any form of insurance, or any claim based upon or arising out the insureds advising or failing to advise with respect to the requiring, obtaining or maintaining of any bond, suretyship or any form of insurance; the insureds advising or requiring of, or failure to maintain or procure any financing or monies for payment of any portion of the Project, or of services or labour connected with the Project;

6 - 5 - (viii) for the cost to repair or replace any faulty workmanship, assembly, construction, erection, fabrication, installation or remediation if such work is performed in whole or in part by the insured or any organization or subsidiary or affiliate thereof which any insured operates or hold more than a 25% ownership interest in; or which operates or holds more than a 25% interest in any insured; (ix) (x) (xi) (xii) liability of others assumed by any insured under any contract or agreement; except this exclusion does not apply to the liability of others assumed under any written contract or agreement provided such liability is caused by a breach of professional duty in the rendering or failure to render professional services to others by the insured or for which the insured is legally liable as a result of the performance of others; punitive or exemplary damages, fines or penalties; except punitive or exemplary damages where payment is not held to be against public policy; any Claim for bodily injury sustained by any employee of any insured while engaged in employment by any insured, or by any person whose right to assert a Claim against the insured arises by reason of any employment, blood, marital or other relationship with the employee. any obligation for which an insured or any other party must pay under any unemployment, workers compensation, disability benefits, or other similar laws; (xiii) nuclear reaction, radiation or contamination, under any circumstances and regardless of cause, within or originating from a nuclear facility; and (xiv) terrorism; (e) (f) include as insureds all architects, engineers and other professionals engaged in DB Work; provide that the coverage is retroactive to the date on which DB Work commenced; and be non-cancellable except for material change to the scope of the Project or nonpayment of premiums. 1.4 Contractor s Pollution Liability Project specific Contractors Pollution and Environmental Impairment Liability insurance for the Project, which may be written on a claims made form, which coverage will include the following terms: to be in an amount of not less than DELETED per occurrence and in the aggregate;

7 - 6 - a minimum deductible of DELETED per occurrence; include coverage for: environmental impairment liability; third party bodily injury; property damage liability (including remediation and clean-up costs); and DELETED coverage after the Total Completion Date for completed operations; and exclusions for: (vii) any pre-existing conditions; professional services; employer s liability; intentional and wilful non-compliance; nuclear material and liability; asbestos and lead; biological agents; (viii) damage to the Work (other than completed operations); (ix) (x) (xi) (xii) data and cyber risks; terrorism; war; and mould. 1.5 Other Construction Coverage Business Automobile Liability insurance which coverage will include the following terms: to be in an amount of not less than DELETED; include coverage for third party property damage and bodily injury (including accident benefits) arising out of the use of any automobile used in connection with the Project; and

8 - 7 - exclusions as set out in the standard ICBC form. If aircraft are used in the performance of DB Work, Aircraft Liability insurance (including owned and non-owned aircraft) which coverage will include the following terms: to be in an amount of not less than DELETED; and a minimum deductible of DELETED If watercraft are used in the performance of DB Work, Watercraft Liability insurance covering all watercraft used in the Project which coverage will include the following terms: to be in an amount of not less than DELETED; and a minimum deductible of DELETED. Contractors Equipment insurance which coverage will include the following terms: to be in an amount of not less than actual cash value of such equipment; a minimum deductible of DELETED; and exclusions in the standard CCDC form. (e) Marine Cargo insurance (if any marine cargo) on a world-to-world basis which coverage will include the following terms: to be in an amount of not less than the value of the shipment; a minimum deductible of DELETED; and include coverage for: (A) (B) materials to be used in the Project against loss or damage for customary all risk marine perils (including war, strikes, riots and civil commotion while in transit); and protection for business interruption in the form of Advance Loss of Profits insurance. 1.6 Director s and Officers Legal Liability Insurance Director s and Officer s Legal Liability and Corporate Indemnification insurance for the DBFO Contractor and the Principal Contractors, which coverage will include the following terms: to be in an amount of not less than DELETED;

9 - 8 - a minimum deductible of DELETED for corporate reimbursement and no deductible thereafter; and exclusions for criminal activity. 1.7 Crime Crime (employee dishonesty) insurance with coverage on the following terms: be in an amount of not less than DELETED; a minimum deductible of DELETED per occurrence; include: (vii) coverage for fraudulent or dishonest employees of the Operator; broad form money and securities, money orders and counterfeit paper; depositor s forgery; computer fraud and funds transfer fraud; audit expenses; credit card forgery; and custodial endorsement extending protection to third parties; and exclusions for data/cyber. 1.8 Insureds The following policies for the insurance required under this Part 1 of Schedule PA-23 must include the following persons as insureds and must otherwise comply with the following: subject to section 1.8(e) of this Part 1 of Schedule PA-23, the policies of insurance described in section 1.1 All Risk Builders Risk of this Part 1 of Schedule PA-23 must include the following persons as named insureds as their respective interests may appear: TransLink; TransLink Indemnified Persons; DBFO Contractor and all Partners; DBFO Contractor Indemnified Persons; Contractors, subcontractors, equipment suppliers and material men, of every tier; Senior Lenders (or their security agent or security trustee on their behalf); Fraser River Port Authority; Her Majesty the Queen in right of Canada;

10 - 9 - Her Majesty the Queen in right of the Province of British Columbia; Greater Vancouver Regional District; Greater Vancouver Water District; Greater Vancouver Sewerage and Drainage District; City of Surrey; Township of Langley; District of Maple Ridge; District of Pitt Meadows; Landowners of Facility Lands other than TransLink; and must designate TransLink as first loss payee (subject to the provisions of Project Agreement sections 17.25, and 17.27); the policies for the insurance described in the following sections of this Part 1 of Schedule PA-23: 1.2 Wrap-Up Liability 1.4 Contractors Pollution and Environmental Impairment Liability must include the following persons as named insureds: TransLink; DBFO Contractor and all Partners; and must include the following persons as additional insureds: TransLink Indemnified Persons; Persons for whom TransLink is in law responsible; DBFO Contractor Indemnified Persons; Persons for whom the DBFO Contractor is in law responsible; Senior Lenders (or their security agent or security trustee on their behalf); Fraser River Port Authority; Her Majesty the Queen in right of Canada; Her Majesty the Queen in right of the Province of British Columbia; Greater Vancouver Regional District; Greater Vancouver Water District; Greater Vancouver Sewerage and Drainage District; City of Surrey; Township of Langley; District of Maple Ridge; District of Pitt Meadows; Landowners of Facility Lands other than TransLink; the policies for the insurance described in the following sections of this Part 1 of Schedule PA-23: 1.5 Aircraft Liability 1.5 Watercraft Liability

11 must include the following persons as additional insureds: TransLink; TransLink Indemnified Persons; Persons for whom TransLink is in law responsible; DBFO Contractor and all Partners; DBFO Contractor Indemnified Persons; Persons for whom the DBFO Contractor is in law responsible; Senior Lenders (or their security agent or security trustee on their behalf); Fraser River Port Authority; Her Majesty the Queen in right of Canada; Her Majesty the Queen in right of the Province of British Columbia; Greater Vancouver Regional District; Greater Vancouver Water District; Greater Vancouver Sewerage and Drainage District; City of Surrey; Township of Langley; District of Maple Ridge; District of Pitt Meadows; Landowners of Facility Lands other than TransLink; the policies for the insurance described in the following sections of this Part 1 of Schedule PA-23: 1.2 Wrap-Up Liability 1.4 Contractor s Pollution and Environmental Improvement Liability 1.5 Aircraft Liability 1.5 Watercraft Liability must in addition protect the interest of all participants, direct or indirect, in the DB Work including architects, engineers, consultants, contractors, subcontractors, trade contractors, equipment suppliers, material suppliers and their respective agents and employees, as additional insureds where applicable; and (e) the policies for the insurance described in section 1.1 All Risk Builders Risk of this Part 1 of Schedule PA-23 must name the following persons as named insureds as their respective interests may appear with respect to the coverage for delay in start-up, and extra-expense to reduce delay in start-up, provided by those policies: TransLink; DBFO Contractor and all Partners; Senior Lenders (or their security agent or security trustee on their behalf); and must designate TransLink as first loss payee (subject to the provisions of Project Agreement sections 17.25, and 17.27);

12 PART 2 - OPERATING PERIOD INSURANCE 2.1 Commercial General Liability Commercial General Liability insurance fully insuring against liability with respect to the OMR Work or the Facility or the TransLink Assets during the OMR Term including, without limitation, coverage for the activities and operations conducted by the DBFO Contractor and those persons for whom the DBFO Contractor is in law responsible and any other person on the Facility Lands or the Facility performing OMR Work on behalf of the DBFO Contractor or those for whom the DBFO Contractor is in law responsible, against claims for personal injury (including bodily injury and death) and property damage or loss howsoever arising during the OMR Term including without limitation out of the OMR Work or the use and operation of the Facility and the TransLink Assets, which coverage will include the following terms: to be in an amount of not less than DELETED; a minimum deductible of DELETED per occurrence, provided that if, in respect of any Insurance Adjustment Period as defined in section of the Project Agreement, the DBFO Contractor can demonstrate to the satisfaction of TransLink, acting reasonably, that the Commercial General Liability insurance can be obtained for that Insurance Adjustment Period with a lower minimum deductible per occurrence for the same premium cost as would be payable for such insurance with a minimum deductible of DELETED per occurrence, and that the policy for such insurance otherwise meets all the applicable requirements of the Project Agreement, then for that Insurance Adjustment Period the Commercial General Liability insurance may be obtained with the lower minimum deductible per occurrence; include coverage for: (vii) products and completed operation liability; sudden and accidental pollution; broad form property damage; premises and operations liability; elevator and hoist collision liability; blanket contractual liability; contingent employers liability; (viii) non-owned automobile liability; (ix) cross liability and severability of interests clause;

13 (x) (xi) employees as additional insureds; and terrorism; and exclusions for: asbestos; data and cyber; and mould. 2.2 All Risk Property All Risk Property Insurance (including without limitation earthquake, flood and tsunami) on a replacement cost basis covering the Facility, which coverage will include the following terms: to be in an amount of not less than DELETED (index linked); minimum deductibles in the amounts set out below for claims arising from the following: for earthquake and tsunami, DELETED of insured value at the time of loss, but not less than DELETED; for direct damage resulting from flood, water damage and inundation, DELETED and for direct damage resulting from all other insured perils, DELETED; include coverage for: business interruption on a gross income basis for DELETED (but excluding a waiting period of the first 10 days). Gross income for each year of the OMR Term (each, a Subject Year ) shall be the greatest of: (A) (B) (C) the aggregate of the scheduled Capital Payments and OMR Payments payable during the year of the OMR Term immediately following the Subject Year; the total amount of toll revenue estimated to be received or receivable in respect of use of the Bridge during the Subject Year, as determined by TransLink acting reasonably; and the total amount of toll revenue estimated to be received or receivable in respect of use of the Bridge during the year of the OMR Term immediately following the Subject Year, as determined by TransLink acting reasonably;

14 permission to complete; electronic data processing, on and off-site exposures; terrorism; extra expense; and valuable papers; exclusions for: war; nuclear contamination; data and cyber; and mould; and (e) provide for interim payments in the event of any loss. 2.3 Boiler and Machinery Boiler and Machinery insurance for all boilers, pressure vessels, electrical and mechanical machines on a comprehensive basis which coverage will include the following terms: to be in an amount of not less than DELETED (index linked) including property damage, and business interruption on a gross income basis for 12 months (but excluding a waiting period of the first 72 hours) as provided in section 2.2 of this Part 2 of Schedule PA-23; a minimum deductible of DELETED per occurrence; and exclusions for: data/cyber; and loss or damage covered by warranty, guarantee or professional liability. 2.4 Professional Errors and Omissions Professional Liability Errors and Omissions insurance, which may be written on a claims made form, which coverage will cover all professionals engaged or involved in the OMR Work in a professional capacity and will include the following terms: to be in an amount of not less than DELETED per occurrence; a minimum deductible of DELETED per occurrence; and

15 exclusions for: (vii) penalties, fines or liquidated and ascertained damages; insured vs. insured claims; bankruptcy, insolvency, liquidation or receivership of the insured; liability of others assumed by the insured under contract or agreement, except to the extent that the insured would have otherwise been liable for any errors, omissions or negligent acts of the insured s employees or subconsultants; express warranties or guarantees given by the insured; nuclear contamination; the performance of a service not usual or customary for professional architects or engineers unless specifically agreed by the insurer; and (viii) terrorism. 2.5 Director s and Officers Legal Liability Insurance Director s and Officer s Legal Liability and Corporate Indemnification insurance for the DBFO Contractor and the Principal Contractors, which coverage will include the following terms: to be in an amount of not less than DELETED; a minimum deductible of DELETED for corporate reimbursement and no deductible thereafter; and exclusions for criminal activity. 2.6 Pollution Liability Pollution and Environmental Impairment Liability insurance for the Project, which may be written on a claims made form, which coverage will include the following terms: to be in an amount of not less DELETED per occurrence and in the aggregate; a minimum deductible of DELETED per occurrence; coverage for third party bodily injury and property damage liability, including remediation and clean-up costs, and underground storage tanks; exclusions for: radiation over specified levels;

16 asbestos; lead paint; and mould; and (e) provision to allow for a DELETED discovery period after the Termination Date to apply to claims made after the Termination Date the cause of which arose before the Termination Date. 2.7 Crime Crime (employee dishonesty) insurance with coverage on the following terms: be in an amount of not less than DELETED; a minimum deductible of DELETED per occurrence; include: (vii) coverage for fraudulent or dishonest employees of the Operator; broad form money and securities, money orders and counterfeit paper; depositor s forgery; computer fraud and funds transfer fraud; audit expenses; credit card forgery; and custodial endorsement extending protection to third parties; and exclusions for data/cyber. 2.8 Other Operation and Maintenance Coverage Business Automobile Liability insurance which coverage will include the following terms: to be in an amount of not less than DELETED include coverage for third party property damage and bodily injury (including accident benefits) arising out of the use of any automobile used in connection with the Project; and exclusions as set out in the standard ICBC form.

17 If aircraft are used to perform OMR Work, Aircraft Liability insurance (including owned and non-owned aircraft) which coverage will include the following terms: to be in an amount of not less than DELETED; and a minimum deductible of DELETED per occurrence. If watercraft are used to perform OMR Work, Watercraft Liability insurance covering all watercraft used in the Project which coverage will include the following terms: to be in an amount of not less than DELETED; a minimum deductible of DELETED per occurrence; and exclusions as set out in the standard Marine Underwriters clauses. Contractors Equipment insurance which coverage will include the following terms: to be in an amount of not less than actual cash value of such equipment; a minimum deductible of DELETED; and exclusions in the standard CCDC form. 2.9 Insureds The following policies of insurance required under this Part 2 of Schedule PA-23 must include the following persons as insureds and must otherwise comply with the following: subject to section 2.9 of this Part 2 of Schedule PA-23, the policies for the insurance described in the following sections of this Part 2 of Schedule PA-23: 2.2 All Risk Property 2.3 Boiler and Machinery must include the following persons as named insureds as their respective interests may appear: TransLink; TransLink Indemnified Persons; DBFO Contractor and all Partners; DBFO Contractor Indemnified Persons; Contractors, subcontractors, equipment suppliers and material men, of every tier; Senior Lenders (or their security agent or security trustee on their behalf); Fraser River Port Authority; Her Majesty the Queen in right of Canada;

18 Her Majesty the Queen in right of the Province of British Columbia; Greater Vancouver Regional District; Greater Vancouver Water District; Greater Vancouver Sewerage and Drainage District; City of Surrey; Township of Langley; District of Maple Ridge; District of Pitt Meadows; Landowners of TransLink Lands other than TransLink; and must designate TransLink as first loss payee (subject to the provisions of Project Agreement sections 17.25, and 17.27); the policies for the insurance described in the following sections of this Part 2 of Schedule PA-23: 2.1 Commercial General Liability 2.6 Pollution and Environmental Impairment Liability must include the following persons as named insureds: TransLink; DBFO Contractor and all Partners; and must include the following persons as additional insureds: TransLink Indemnified Persons; Persons for whom TransLink is in law responsible; DBFO Contractor Indemnified Persons; Persons for whom the DBFO Contractor is in law responsible; Senior Lenders (or their security agent or security trustee on their behalf); Fraser River Port Authority; Her Majesty the Queen in right of Canada; Her Majesty the Queen in right of the Province of British Columbia; Greater Vancouver Regional District; Greater Vancouver Water District; Greater Vancouver Sewerage and Drainage District; City of Surrey; Township of Langley; District of Maple Ridge; District of Pitt Meadows; Landowners of TransLink Lands other than TransLink; the policies for the insurance described in the following sections of this Part 2 of Schedule PA-23: 2.8 Aircraft Liability 2.8 Watercraft Liability

19 must include the following persons as additional insureds: TransLink; TransLink Indemnified Persons; Persons for whom TransLink is in law responsible; DBFO Contractor and all Partners; DBFO Contractor Indemnified Persons; Persons for whom the DBFO Contractor is in law responsible; Senior Lenders (or their security agent or security trustee on their behalf); Fraser River Port Authority; Her Majesty the Queen in right of Canada; Her Majesty the Queen in right of the Province of British Columbia; Greater Vancouver Regional District; Greater Vancouver Water District; Greater Vancouver Sewerage and Drainage District; City of Surrey; Township of Langley; District of Maple Ridge; District of Pitt Meadows; Landowners of TransLink Lands other than TransLink; and the policies for the insurance described in the following sections of this Part 2 of Schedule PA-23; 2.2 All Risk Property 2.3 Boiler and Machinery must include the following persons as named insureds as their respective interests may appear with respect to the coverage for business interruption provided by those policies: TransLink; DBFO Contractor and all Partners; Senior Lenders (or their security agent or security trustee on their behalf); and must designate TransLink as first loss payee (subject to the provisions of Project Agreement sections 17.25, and 17.27).