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Executive Summary

The Champlain Bridge connects Montreal to the South Shore and its surrounding area. With a current annual estimated traffic of 40 - 50 million commuters and $20 Billion in international trade, it is one of the busiest crossings in Canada and a key component of the continental gateway corridor. Given that the Champlain Bridge has reached the end of its useful life, the Government of Canada decided that a new bridge over the St. Lawrence River will be built to replace the existing Champlain Bridge and the associated infrastructure to ensure the safety of its users.

The New Champlain Bridge, with an estimated lifespan of 125 years, will be a key infrastructure in the regional economy and will contribute to the economic prosperity of the neighbouring communities, the City of Montreal and Canada as a whole.

The New Champlain Bridge Corridor (NCBC) project is being delivered using a public-private partnership (PPP). The private partner will design, build, finance, operate, maintain and rehabilitate the NCBC project. By using a PPP, the Government of Canada will save approximately $1.747 Billion (in 2014 dollars), or 33.7%, when compared to delivering this project under a traditional design-bid-build procurement approach.

The Government of Canada executed an agreement (Project Agreement) with Signature on the Saint Lawrence Group G.P. (SSL or the Private Partner) on June 19, 2015. This Project Agreement covers both the construction period, which requires that the New Champlain Bridge be in service by December 1, 2018, and that the other components of the Project be in service no later than October 31, 2019; and the operation and maintenance period which will last for 30 years and end on October 31, 2049.

The total cost of the project for the Government of Canada is $4.239 Billion (without taxes). From this amount, the total nominal value of the Project Agreement is $3.977 Billion, without taxes. The other costs are associated to the preparation and development of the project, such as land acquisition and various supporting contracts. The overall cost of the project is well within the Government of Canada’s initially estimated cost of $3-$5 Billion.

The project will be financed by SSL with milestone and availability payments made by the Government of Canada during the construction and operations phases respectively.

The analysis in this report demonstrates that using a PPP that will deliver value for money (VfM) for Canadians is the right way to procure this project. The cost savings can be attributed to:

• Drawing on private sector expertise and innovation in the context of a fair and transparent competitive process;
• Optimizing the transfer of risks from the government to the Private Partner;
  • Cost overruns, delays and performance problems during the term of the Project Agreement are SSL’s responsibility, who is better able to manage these risks;
• Taking the lifecycle of the infrastructure into consideration;
  • Project design takes into account the objective of minimizing overall cost of construction as well as maintenance, operation and rehabilitation over 30 years;
• Ensuring that private capital is at risk, thus imposing discipline and capital market incentives on the private sector.

This report provides a project summary; explains what a PPP is and why it is being used for the NCBC project; provides a VfM assessment of the PPP approach used for this project; and provides an overview of the project costs.

1.0 Background

1.1 The New Champlain Bridge Corridor Project

The Champlain Bridge is an integral part of a major corridor connecting the island of Montreal to the South Shore of the St. Lawrence River and the surrounding area. A study, which assessed the structural health of the Champlain Bridge in March 2011, determined that the existing Champlain Bridge, opened in 1962, required extensive rehabilitation to maintain the structure in safe working order. While repairs would alleviate issues in the short term, it was determined that full replacement was the only viable long term solution.

The NCBC project involves the construction of new bridges to connect Montreal to the South Shore and improvements to existing highway networks in the vicinity. The project scope includes the following components:

• New Champlain Bridge: A 3.4km long, pillar and cable-stay bridge that includes three decks providing three traffic lanes in each direction, a dedicated transit corridor and a multi-use path.
• Île-des-Sœurs Bridge: A 470 m long bridge to connect Île-des-Sœurs to Montreal with two decks providing three traffic lanes in each direction.
• Highway 15: The reconstruction and widening of the federal portion of the Highway 15 will feature three lanes in each direction.
• Highway 10: The reconstruction of the Highway 10 includes the improvements of the ramps located on the South Shore, specifically between Route 132 and the Highway 10.

New Champlain Bridge

The 3.4 km long New Champlain Bridge will include three decks with a pillar and cable-stay solution. Two of the decks have three lanes each dedicated to cars and trucks, while the middle deck will have two lanes dedicated to transit. These two lanes will be used for public transit and could accommodate a future Light-Rail Transit (LRT) and/or a Bus Rapid Transit (BRT) system. A multi-use path is also included in the design and integrated into the Montreal Island bound vehicular deck. The project also includes design, construction, financing, operation & maintenance and rehabilitation of the tolling infrastructure.

Île-des-Sœurs Bridge

The 470m long Île-des-Sœurs Bridge is a two deck solution, which could accommodate a third deck in the future to provide a continuous transit corridor with the Champlain Bridge transit deck if the decision were made to include a future LRT and/or a BRT system. The new Île-des-Soeurs Bridge will also include a multi-use path. The existing Île- des-Sœurs Bridge will be deconstructed by the Private Partner.

Highway 15

The reconstruction and widening of the federal portion of the Highway 15 will feature three lanes in each direction. The federal portion of Highway 15 will link to the Île-des-Sœurs Bridge and the future Turcot Interchange.

Highway 10

The reconstruction of the Highway 10 includes the improvements of the ramps located on the South Shore, specifically between Route 132 and the Highway 10. The design will optimize access to and from the New Champlain Bridge.

1.2 Objectives of the NCBC Project

The Government of Canada has identified the following objectives for the project:

• Ensure Continued Safety and Service
  • Remove traffic from the existing Champlain Bridge by the end of 2018;
  • Maintain safety of the corridor prior, during and after construction; and
  • Deliver a long-term solution that efficiently meets pre-defined operational and maintenance service requirements.
• Promote Economic Growth
  • Improve system connectivity to promote the continuous and safe flow of people and goods;
  • Strengthen the economy through job creation and the improvement of the local, regional and national gross domestic product; and
  • Promote economic growth by strengthening Canada's continental gateway.
• Provide Value for Money (VfM) for Canadians
  • Provide long lasting infrastructure that meets high technical standards as well as the needs of users;
  • Obtain and maintain the required infrastructure at the sought-after quality level and at the lowest life cycle cost possible; and
  • Be consistent with the Government of Canada's vision of an appropriate risk transfer to the Private Partner for financing, design, construction, maintenance, operations and rehabilitation of the project.
• Foster Sustainable Development and Urban Integration
  • Deliver a project that is shaped by the consideration of its environmental and social context;
  • Plan and construct a project that protects the surrounding natural environment through rigorous environmental monitoring and mitigation measures;
  • Build a bridge which contributes to the corridor's status as the premier gateway to Montreal through its architectural features and quality that complement Montreal's landscape; and
  • Promote sustainable transportation by building a dedicated public transit corridor and providing for a safe and accessible multi-use path for pedestrians and cyclists.

1.3 Public-Private Partnerships

The NCBC project is being delivered as a PPP, whereby the Private Partner is responsible for designing, building, financing, operating and maintaining the infrastructure, in accordance with the Project Agreement for the entire duration of the 34 year project term.

PPPs are a long-term performance-based approach to procuring public infrastructure where the private sector assumes a major share of the risks in terms of construction, financing and ensuring effective performance of the infrastructure, from design and planning, to long-term maintenance.

In practical terms, this means that:

• The Government of Canada does not pay for the asset until it is built;
• A substantial portion of the cost is paid over the life of the asset and only if it is properly maintained and performs according to specifications set out in the Project Agreement; and
• The costs are known upfront and span the life-cycle of the asset, meaning that the Government of Canada, in most situations, is not on the financial hook for cost overruns, delays or any performance issues over the asset’s life.

1.4 Delivery Model Assessment

The PPP delivery model was selected by the Canada for the project based on an assessment of different delivery approaches conducted in 2013. The decision to follow a PPP procurement was based both on qualitative and quantitative benefits of the approach. The purpose of this report is to refresh the assessment of delivery approaches by updating the estimated value-for-money based on the results of the procurement process, the Private Partner’s proposal and the final Project Agreement.

1.5 Procurement Process

The Government of Canada ran an open, transparent, fair and rigorous, competitive procurement process to attract top tier industry participants to complete the project and to encourage strong competition. The procurement process used a two stage approach:

• Request for Qualifications (RFQ)
• Request for Proposals (RFP)

1.5.1 Request for Qualifications

The objective of the RFQ stage, launched on March 17, 2014, was to identify three consortia qualified to undertake the full scope of the project. Six submissions were received and assessed by an evaluation committee which was overseen by an independent party (Fairness Monitor). The RFQ evaluation phase focused on the technical expertise and financial capacity of each consortium. The three highest ranked consortia were retained for the RFP phase. These consortia were Signature on the Saint-Laurent Group (SSL), Saint-Laurent Alliance, and St. Lawrence New Bridge Partnership (details of the three consortia are provided in Appendix 4).

1.5.2 Request for Proposals

The objective of the RFP stage of procurement was to select the consortium (Preferred Proponent) who would become the Private Partner. The RFP was launched on July 18 2014. The three shortlisted consortia from the RFQ stage were each invited to submit technical and financial proposals as part of the procurement process. The proposals were evaluated by an evaluation committee, which was also overseen by the Fairness Monitor, and based on specified technical and financial criteria. The Preferred Proponent that met the rigorous technical and financial requirements and offered the lowest cost was awarded the contract.

On April 15, 2015 the Government of Canada announced that SSL was the Preferred Proponent, having submitted the lowest cost, technically and financially compliant proposal. On June 19, the Project Agreement between SSL and the Government of Canada came into effect, officially marking SSL as the Private Partner for the NCBC project. The details of SSL’s structure are provided in Appendix 5.

A complete timeline of the procurement process as well as future project milestones are provided in Appendix 6.

1.5.3 Fairness Monitor

Knowles Consultancy Services Inc. was retained as Fairness Monitor to monitor the competitive procurement process and offer an assessment about the procedures and whether or not the procurement process was carried out in a fair and reasonable manner. The Fairness Monitor was provided access to all documents, meetings, and information related to the evaluation processes throughout the RFQ and RFP stages. The Fairness Monitor issued reports for both the RFQ and the RFP stages of the procurement process.

In the Fairness Monitor’s reports on the procurement process, it was determined that both the RFQ and the RFP Phases for the NCBC project were fair, open and transparent.

The Fairness Monitor’s final report is available in Appendix 7.

2.0 Value for Money for the New Champlain Bridge Corridor Project

2.1 What is a Value for Money assessment?

A Value for money (VfM) analysis is the comparison between the total project costs (capital base costs, financing costs, operating and maintenance costs, retained risks and ancillary, project management, planning and development, and land acquisition costs), at the same point in time, for a traditionally delivered project (known as the public sector comparator or PSC) and delivery of the same project using the PPP model. The incremental difference between the public sector comparator costs and the PPP model costs is referred to as the VfM. If the PPP model costs are lower than the public sector comparator, the PPP project is found to deliver positive VfM to the taxpayer. In the case of this VfM report, we have used actual costs of the Project agreement with SSL as part of the PPP model calculation.

2.2 Public Sector Comparator

The PSC is the estimate of the costs of pursuing a project using traditional procurement approaches. A traditional procurement is the status quo for a government seeking to build new infrastructure. While not always the same for each government, the most common method of traditional procurement is the Design-Bid-Build. In this method, the government prepares detailed asset design specifications and tenders its construction to a contractor. In doing so, the government is responsible for any design flaws and cost over-runs, and has little control over the scheduled completion date. During operations, the performance of the asset is the responsibility of the government or any third party operator hired to carry out operations.

2.3 How is VfM for the NCBC calculated?

To calculate VfM, the net present value (NPV) of the cash flows of both the PSC and the PPP model are compared. Demonstrating a positive VfM is important at all stages of the PPP procurement process. The VfM assessment is represented by the following formulas: VfM = PSC – PPP model (PPP SSL)^{Footnote 1} for the VfM in dollars or VfM = (PSC – PPP model (PPP SSL))/PSC for the VfM in percentage.

The following chart provides a comparison of the different cost components of the PSC and the PPP model.

  VfM analysis is based on the whole-of-life of the asset. Thus for both the PSC and the PPP model, we examine project costs of design work and construction, as well as the costs of operating, maintaining and rehabilitation of the asset in the long-term. For the PSC we look at estimates for the various cost categories (referred to as “Construction Costs”, “O&M Costs”, and “Rehabilitation Costs”). For the PPP model, we use the actual contract cost (referred to as “P3 Contract Offer”); this includes the same categories of whole-of-life costs as the PSC but also includes private financing costs.

VfM analysis, for both the PSC and the PPP model also takes into consideration the direct costs of the Public Sector for managing the project and for undertaking works to enable and support the project (referred to as “Project Management Costs”). These latter costs could include such items as the acquisition of lands for the project, the movement of utilities and/or site preparations.

The PSC also includes “Retained Risks” in the VfM calculation. Risks have been identified as being retained by Canada or transferable to the Private Partner. This is typical of a PPP process where risks are transferred to the party that is best able to manage them. There are risks retained by Canada during procurement, construction, and throughout the life of the asset. These risks were quantified in a risk workshop conducted by Canada and its advisors.

The top four risks for Canada under the PSC are:

• Project Schedule Delay
• Cost Overruns
• Construction Management and Coordination / Interface Risk
• Design and Tender Risk

Though significant risk can be transferred under a PPP, it is not possible to transfer all risk. Large capital projects are very risky. As such, the PPP model includes a portion of Public Sector “Retained Risks” that may generate additional project costs over the life of the project. These risks are significantly smaller than those that are retained under the PSC, but are in part balanced by the private financing costs included in the “P3 Contract Offer”.

2.4 Results of Value for Money (VfM) Analysis

In the case of the NCBC project, the selected PPP model results in a single Project Agreement with the Private Partner for the entire duration of the 34 year project term. The Project Agreement covers design, build, finance, operate, maintain and rehabilitation aspects of the project. It outlines the rights, responsibilities and obligations of all parties, including all transferred and retained risks. Appendix 1 offers a complete project description.

For the NCBC project, the PSC would entail the separation of the major project components into distinctive construction projects. These projects (comprised of the Champlain Bridge replacement, Île-des-Sœurs Bridge, Highway 15, Highway 10 and related interchange structures) would be separately managed contracts each with their own construction contractor. Operations and Maintenance of the assets would likely be the Government of Canada’s responsibility. Rehabilitation repair would be contracted to third parties.

The NCBC project VfM refers to the updated VfM estimate that has been prepared with the conclusion of the procurement process. This VfM takes into account any changes in estimated costs and actual costs that may have occurred since the launch of procurement, and replaces the estimated PPP costs with SSL’s contract offer.

The lowest cost proposal that met all of the technical and financial requirements is priced at $3.977 Billion (PPP approach). The total cost of the NCBC project for the Government of Canada is $4.239 Billion (this amount is based on a 2% inflation assumption for the 30-year operation period), which includes the costs of the contract, the purchase of properties and all project preparation and development costs such as engineering and project management. This cost is well within the Government of Canada’s initially estimated cost of $3-$5 Billion. More information on the breakdown of these costs is available in Appendix 2.

For the NCBC project, it is estimated that the PPP procurement will deliver 33.7% or approximately $1.747 Billion in NPV in terms of savings for the Government of Canada when compared to a traditional procurement approach (PSC). An important contributor to VfM come from the efficient transfer of major risks from the Government of Canada to the Private Partner.

To calculate VfM, the net present value (NPV)^{Footnote 2} of the cash flows of both the PSC and PPP model are compared. The NPV is used when comparing two projects with different cash flow timelines in order to make a fair and equal comparison which considers the time value of money. Part of the analysis entails selecting key economic and financial assumptions that feed into the calculations.

A relative cost comparison for the PSC versus the PPP model is illustrated below. The cost of the project ($4.239 Billion) is in nominal value which explains why it is different from the costs in the VfM table which are in NPV.

NCBC Project VfM, Numbers are presented in $ Million in NPV as at December 31, 2014 at discount rate of 2.61%

	Public Sector Comparator (PSC)	PPP Model (PPP SSL)
Capital costs	2,676.2	n/a
Operating & Maintenance costs	771.0	n/a
Rehabilitation costs	264.0	n/a
Initial OM payments and Interim OM payments to Private Partner during construction	n/a	10.3
Construction payments to Private Partner	n/a	1,573.9
Total payments to Private Partner during operating period	n/a	1,377.0
Project costs before Canada’s project management, planning & development, and land acquisition costs	3,711.2	2,961.2
Project management, planning & development, and land acquisition costs	220.3	264.0
Project cost before risk	3,931.5	3,225.2
Risks assumed by the public sector	1,247.1	206.4
Project cost	5,178.6	3,431.6
VfM delivered by the procurement model (in $M)		1,747.0
VfM delivered by the procurement model (in %)		33.7%

The table below summarizes the key assumptions used as part of the NCBC VfM analysis:

Key assumptions used as part of the NCBC VfM analysis. Numbers are presented in $ Million in NPV as at December 31, 2014 at discount rate of 2.61%

Assumption	Value	Rationale
Inflation, during operating period only	2%	The Bank of Canada’s CPI target midpoint
Discount Rate	2.61%	Government of Canada long-term benchmark bond yield 365-day average as of March 1, 2015.

The inflation rate and discount rate are applied to both the PSC and PPP procurement models to determine the NPV for each procurement model.

2.5 Qualitative Benefits

The choice of the PPP delivery approach is also supported by the qualitative advantages of the PPP, including:

• Single versus multiple construction contracts;
• Date and price certainty;
• Long-term holistic approach to project costs versus short-term contracts;
• Innovation in construction means and methods;
• Efficiencies in the approach to toll operations;
• Financing the project through the Private Partner’s consortium results in the participation of world-class lending institutions and an “A” rated project bond solution that will provide an additional level of scrutiny during the design-build period and subsequently throughout operations and maintenance. This enhances the Private Partner’s discipline in performing to required standards and further reduces project risks for the Government of Canada, resulting in cost savings; and,
• A comprehensive plan with respect to project schedule, utility relocations and environmental controls.

The Project Agreement requires the New Champlain Bridge be operational in 2018 and that the remaining infrastructures to be operational in 2019, meeting the Government of Canada’s accelerated timeline.

2.6 Risk Transfer

One of the main drivers of VfM is the transfer of risk to the private sector, as the Private Partner is often more capable of managing and mitigating certain risks. The transfer of key risks to the private sector is priced into the contract value. For the NCBC project, several site specific risks were identified along with risk mitigation and transfer or sharing mechanisms. These risks along with their transfer strategies are described below:

2.6.1 St. Pierre Collector

An older infrastructure, this combined sewer main runs along the north side of the Highway 15 and directly under it at the Atwater Interchange, in close proximity to the project site. The condition of this sewer main, given its age, can be described as fragile. Generally, any issues arising from this sewer caused by the project work, including all costs, will be borne by the Private Partner throughout the contract period.

2.6.2 Technoparc

A former waste disposal site turned industrial/commercial hub, the soil conditions at the site can be classified as containing potentially hazardous material, among other contaminates, that would require proper treatment if removed. To limit the Government of Canada’s liability, a cost sharing mechanism was used whereby, for an initial volume of material, the Private Partner bears the cost associated with safe removal and disposal, between a set range of volume of material such costs are shared 50/50, and beyond a set volume at the upper limit of the set range, the Private Partner is once again responsible for the costs associated with safe removal and disposal.

2.6.3 Construction Management

A major driver of value in any PPP project, especially so in the NCBC project, is the transfer of construction risks or more specifically construction management risks. Construction management entails mitigating risks associated with the timeline, traffic management, integration with surrounding infrastructure and third party risks. These risks are described in greater detail below. See Appendix 3 for a table of main risks and allocation.

2.6.3.1 Construction Timeline

Given the tight timeline for project delivery, the Private Partner will manage their construction timeline very closely. Failure to achieve targeted substantial completion dates for the opening of the new Champlain bridge will result in monetary penalties in the form of liquidated damages, with penalties beginning at $100,000 per day for the first seven days and rising to $400,000 per day thereafter, up to a maximum of $150 Million.

2.6.3.2 Traffic Management

During the construction phase, the Private Partner is responsible for keeping an up-to-date traffic management plan which includes any scheduled lane closures required for construction. This plan, including any changes, is subject to approval by the Government of Canada. The Private Partner is further required to conduct any activities that require partial or full lane closures during off hours i.e. overnight. Failure to maintain full lane availability will result in monetary penalties in the form of non-availability deductions, with penalties beginning at $250-$750 per lane, per hour, rising to $1000-$2000 per hour for all three lanes.

2.6.3.3 Integration Risk

As the NCBC project is being constructed in the middle of already existing road network, it requires that the project is properly integrated, at the extremities, with local roads and provincial highways. It will be the responsibility of the Private Partner to ensure the NCBC is seamlessly connected to surrounding infrastructure. As a result, they will work with any and all authorities as well as their respective contractors to ensure full integration with connecting roadways.

2.6.3.4 Third Party Risk

A project of this nature and scale requires coordination between many municipal, provincial, federal and private authorities. Coordinating construction with all of these authorities can be challenging, time consuming and costly. As part of the NCBC project the Private Partner will be responsible for coordinating their construction activities with any and all municipal, provincial, federal and private authorities, including utilities providers.

2.6.3.5 Constructability Review of the Design

The integration of construction, construction management and design functions provides for a better integration between the three aspects of the project to ensure that the design will be constructed efficiently and as planned.

3.0 Key Terms of PPP Contract

3.1 What the Government of Canada must pay:

What the Government of Canada must pay. Number are presented in $ Millions of nominal dollars, without taxes

Costs - Type	Costs - Amount
Total Contract cost	3,977.3
Construction costs	2,246.7
Operating, maintenance, and rehabilitation costs	754.2
Financing costs	954.2
Cost of independent engineer	22.2

3.2 When the Government of Canada will pay:

3.2.1 Construction costs

Three payments will be made when major milestones are reached:

• $500M when 50% of the work has been completed (expected in Fall 2017)
• $700M when the New Champlain Bridge is open to traffic (no later than December 1, 2018)
• $500M when the entire corridor is opened to traffic (no later than October 31, 2019)

3.2.2 Monthly Payments

Monthly payments will be made for the operation, maintenance and rehabilitation of the infrastructure if SSL meets the criteria set out in the Project Agreement. To ensure that SSL meets all of the service and maintenance criteria detailed in the Project Agreement, penalties will be applied when they are not met, and payments will be reduced. The penalties are based on the severity of the event and on how long it took SSL to remedy the situation. Section 3.2.3 gives examples of potential penalties.

At the end of the Project Agreement term, the Private Partner will hand-back the responsibility of the asset to the Government of Canada. The technical requirements for this hand back, and related financial deductions which the Government of Canada may impose if they are not, are expressly stated in the Project Agreement. This ensures that the Government of Canada will receive the asset in good condition.

3.2.3 Payments reduced for non-performance:

The Project Agreement includes various provisions to allow the Government of Canada to reduce payments if SSL does not meet the performance criteria specified.

For example, these penalties include:

• Delay in opening of the New Champlain Bridge (no later than December 1, 2018)
  • $100,000/day for the first week of delay
  • $400,000/day after the first week of delay, up to a maximum of $150M
• Delay in opening of the corridor (no later than October 31, 2019)
  • $15,000/day, up to a maximum of $5.5M
• Failure to comply with noise standards within a sensitive area
  • $4,000 after 30 minutes, then $150/5 minutes for the next 120 minutes and $300/5 minutes for subsequent minutes
• Degradation in quality of road surfaces
  • $2,000 after 60 days, then $100/day for the next 30 days and $400/day for subsequent day.

3.3 What SSL must do

What SSL must do

	Design	Construction	Financing	Operation and maintenance	Rehabilitation	Deconstruction	Hand Back
New Champlain Bridge	yes	yes	yes	yes	yes	no	yes
New Île-des-Sœurs Bridge	yes	yes	yes	yes	yes	no	yes
Existing Île-des-Sœurs Bridge	no	no	no	no	no	yes	no
Highway 15	yes	yes	yes	yes	yes	no	yes
Tolling infrastructure	yes	yes	yes	yes	yes	no	yes

3.4 Monitoring during and after construction

Various oversight mechanisms have been implemented to ensure compliance with the established performance criteria:

• Independent engineer: A consortium made up of Stantec and Ramboll, chosen by the Private Partner from a pool of firms qualified by the Government of Canada, will oversee all work to ensure compliance with the Project Agreement and will provide the necessary certifications and review, at various stages, the Private Partner’s design records, oversight plans and management and quality control systems.
• Owner’s engineer: INFC and PWGSC entered into a contract with Arup Canada Inc. to assume the role of the Owner’s Engineer until fiscal year 2021-22.The Owner’s Engineer will assume the responsibility of providing expert advice in a wide variety of technical disciplines, such as significant experience in the design and construction of bridges, roadways, municipal infrastructure, traffic, lighting, intelligent transportation systems, tolling and environment.
• Reporting and auditing: SSL must submit financial reports and regular reports on the status of the project to the Government of Canada. SSL must also ensure that all documents are available at all times for audit by the Government of Canada.
• Governance Structure and Organization: Oversight committees have been established and external partners such as the City of Montreal and the St. Lawrence Seaway Management Corporation (SLSMC) participate in the process of approving plans and work.

3.5 Project schedule

Project schedule

Action	Timeline
Project Agreement became effective	June 19, 2015
Construction period	June 2015 – October 2019
New Champlain Bridge open to traffic	December 1, 2018
Completion of the other components of the Corridor	October 31, 2019
Operating period	Ends October 2049

4.0 Conclusion

Since the announcement of the project in 2011, the Government of Canada has remained on schedule and within its funding envelope of $3-$5 Billion. The Government of Canada’s selection of a PPP procurement model offers a guaranteed best value for Canadian taxpayers, with estimated savings at $1.747 Billion (33.7%) over a traditional procurement approach.

The Government of Canada is committed to delivering a world-class project and will continue to exercise diligence and oversight to ensure that the project is delivered on time and on budget.

Appendix 1: Project Description

History of the Champlain Bridge

The Champlain Bridge was opened in 1962 to provide a crossing to accommodate the traffic between a growing South Shore and the City of Montreal, Québec. The Champlain Bridge crosses the St. Lawrence Seaway, connecting Île-des-Sœurs in Montreal to Brossard on the South Shore as illustrated in the map below. The Champlain Bridge links Montreal to key roads connecting to the United States (US) and Eastern Canada and also serves traffic travelling between these markets and Ontario, making it a major Canada-United States trade corridor and a vital link in Montreal’s public transportation system. The current condition of the Champlain Bridge, and its importance to the national economy, led the Government of Canada to make an investment decision in favour of replacing the Champlain Bridge.

Main Issues

The existing Champlain Bridge, which has been subject to accelerated deterioration impacting its structural integrity, is reaching the end of its useful life. Studies have confirmed that rehabilitation efforts are not a viable long term solution for the Champlain Bridge. If left in service, deteriorating infrastructure assets can cause major disruptions to transportation network availability and can increase structural failure risk.

Permanently closing the Champlain Bridge would seriously impact the city and regional economy and would result in significant increased level of traffic on the other crossings between the South Shore and the City of Montreal. Cross-border trade, evaluated at $20 Billion annually, plays an important role in the continued prosperity of Canada, and infrastructure investments supporting this objective are a high priority for the Government of Canada.

Maintaining a reliable and safe crossing over the St. Lawrence River, linking Montreal to highways leading to the US, is paramount for maintaining efficient local transportation of people, goods and services in the Montreal area, and for fuelling the Canadian economy through international trade. The NCBC project will provide a safe and secure long term solution.

Project Components

The NCBC project will be designed, built, financed, operated, maintained, and rehabilitated by the Private Partner. The size of the project will capture economies of scale in the construction and maintenance phases by including multiple assets within the corridor under one Project Agreement.

Appendix 2: Detailed Project Costs

Number are presented in $ Millions of nominal dollars, without taxes, as of July 2015. They include actuals from fiscal year 2014-15 and future planned expenditures.

Construction and Financing Number are presented in $ Millions of nominal dollars, without taxes, as of July 2015. They represent funding approved through Budget 2014 and include actuals from fiscal year 2014-15 and future planned expenditures.

Costs - Type	Costs - Amount
Total Construction and Financing Costs	2,519.9
Milestone Payment	500.0
New Bridge Substantial Completion Payment	700.0
Total Design Build Substantial Completion Payment	500.0
Capital Payments (financing and other construction costs)	819.9

Operating, Maintenance, Rehabilitation and Financing Number are presented in $ Millions of nominal dollars, without taxes, as of July 2015. They represent funding approved through Budget 2014 and include actuals from fiscal year 2014-15 and future planned expenditures.

Costs - Type	Costs - Amount
Total Operating, Maintenance, Rehabilitation and Financing Costs	1,435.2
Operating and Maintenance	514.4
Rehabilitation	262.4
Interest payments	658.3

Contract Costs Number are presented in $ Millions of nominal dollars, without taxes, as of July 2015. They represent funding approved through Budget 2014 and include actuals from fiscal year 2014-15 and future planned expenditures.

Costs - Type	Costs - Amount
Total Contract Cost	3,977.3
Total Construction and Financing Costs	2,519.9
Total Operating, Maintenance, Rehabilitation and Financing Costs	1,435.2
Independent Engineer	22.2

Project Management Number are presented in $ Millions of nominal dollars, without taxes, as of July 2015. They represent funding approved through Budget 2014 and include actuals from fiscal year 2014-15 and future planned expenditures.

Costs - Type	Costs - Amount
Total Project Management costs	85.6
INFC (including salaries, travel, employee benefits, training, accommodation)	45.5
PWGSC (Memorandum of understanding rates including salaries, travel, employee benefits, training, accommodation)	19.4
PPP Canada (Memorandum of understanding rates including salaries, travel, employee benefits, training, accommodation)	1.7
Justice Canada (Memorandum of understanding rates including salaries, travel, employee benefits, training, accommodation as per hourly rates and external consultants)	11.0
Other professional and special services (translation, studies, etc.)	3.8
Various operating costs (material & supplies and rentals)	4.1

Planning and Development - Primary External Consultants Number are presented in $ Millions of nominal dollars, without taxes, as of July 2015. They represent funding approved through Budget 2014 and include actuals from fiscal year 2014-15 and future planned expenditures.

Costs - Type	Costs - Amount
Total Primary External Consultant Cost	29.1
Engineering - ARUP	28.1
Financial Advisor - PricewaterhouseCoopers	1.0

Planning and Development - Other Advisory and Technical Services Number are presented in $ Millions of nominal dollars, without taxes, as of July 2015. They represent funding approved through Budget 2014 and include actuals from fiscal year 2014-15 and future planned expenditures.

Costs - Type	Costs - Amount
Total Other Advisory and Technical Services	35.0
Owner’s Laboratory (including contaminated soil risk analysis)	2.0
Asbestos Removal (estimated)	15.0
Air Quality Management and Monitoring	1.3
Compensation Projects for Loss of Habitat	12.0
Other Engineering Services	2.9
Other Environmental Services (including aboriginal consultations)	1.8

Planning and Development - Third Party Agreements Number are presented in $ Millions of nominal dollars, without taxes, as of July 2015. They represent funding approved through Budget 2014 and include actuals from fiscal year 2014-15 and future planned expenditures.

Costs - Type	Costs - Amount
Total Third Party Agreements	34.8
St. Lawrence Seaway Management CorporationFootnote 3	0.7
Hydro Québec	12.6
Canadian National Railway	3.8
Ministère des Transports du Québec	1.5
City of Montreal	2.8
Other Agreements	13.5

Planning and Development Number are presented in $ Millions of nominal dollars, without taxes, as of July 2015. They represent funding approved through Budget 2014 and include actuals from fiscal year 2014-15 and future planned expenditures.

Costs - Type	Costs - Amount
Total Planning and Development costs	108.9
Total Primary External Consultants costs	29.1
Total Other Advisory and Technical Services costs	35.0
Total Third Party Agreements costs	34.8
Honorarium to Unsuccessful Proponents	10.0

Property Acquisition Number are presented in $ Millions of nominal dollars, without taxes, as of July 2015. They represent funding approved through Budget 2014 and include actuals from fiscal year 2014-15 and future planned expenditures.

Costs - Type	Costs - Amount
Total Property Acquisition Costs	67.3
Private Properties	10.5
Public Properties	56.8

NCBC Project Costs Number are presented in $ Millions of nominal dollars, without taxes, as of July 2015. They represent funding approved through Budget 2014 and include actuals from fiscal year 2014-15 and future planned expenditures.

Costs - Type	Costs - Amount
Total Project Cost	4,239.1
Total Contract Cost	3,977.3
Total Project Management costs	85.6
Total Planning and Development costs	108.9
Total Property Acquisition Costs	67.3

The contract costs are for the period of the Project Agreement which spans 34 years (until fiscal year 2049-50). All other costs (project management, planning & development, and property acquisitions) are for a period ending in fiscal year 2018-19 and are based on estimates.

Appendix 3: Table of Main Risks and Allocation

Obtaining permits and authorizations - Table of Main Risks and Allocation

Principal risks and responsibilities	Risks and responsibilities assigned to:
	Private Partner	Government of Canada	shared
Environmental approvals	no	yes	no
Other permits, authorizations, and road permits	no	no	yes

Design and construction of the structures for which the Private Partner is responsible - Table of Main Risks and Allocation

Principal risks and responsibilities	Risks and responsibilities assigned to:
	Private Partner	Government of Canada	shared
Cost overruns	yes	no	no
Delays	yes	no	no
Moving public utilities	no	yes	no
Selecting the toll technology	yes	no	no
Contaminated soil – undocumented and in existence prior to execution of the Project Agreement	no	yes	no
Contaminated soil – documented or resulting from construction and Operation, Maintenance and Rehabilitation (OMR) of the structures for which the Private Partner is responsible	no	no	yes
Geotechnical risks	no	no	yes
Acquisition and ownership of the right-of-way	no	yes	no

Financing and financial conditions - Table of Main Risks and Allocation

Principal risks and responsibilities	Risks and responsibilities assigned to:
	Private Partner	Government of Canada	shared
Inflation risk on construction costs	yes	no	no
Inflation risk on operation, maintenance and rehabilitation costs	no	yes	no
Interest rate fluctuation risk on or after the Financial Closing	yes	no	no
Sharing profits from refinancing	no	no	yes

OMR of the structures for which the Private Partner is responsible - Table of Main Risks and Allocation

Principal risks and responsibilities	Risks and responsibilities assigned to:
	Private Partner	Government of Canada	shared
OMR of the structures for which the Private Partner is responsible and the electronic toll system	yes	no	no
Condition of assets upon hand-over to the Government of Canada at the end of the Project Agreement	yes	no	no

Tolls - Table of Main Risks and Allocation

Principal risks and responsibilities	Risks and responsibilities assigned to:
	Private Partner	Government of Canada	shared
Setting up the toll system	yes	no	no
Collecting tolls and accessory fees	no	no	yes
Toll revenue risk	no	yes	no

Appendix 4: Retained consortia for the Request for Proposal Stage

Signature on the St. Lawrence Group (SSL)

• SNC-Lavalin Inc.
• MMM Group Limited
• Ty Lin International
• International Bridge Technologies Canada Inc.
• SNC-Lavalin Major Projects Inc.
• Dragados Canada, Inc.
• Flatiron Construction Canada Limited
• SNC-Lavalin Capital Inc.
• ACS Infrastructure Canada Inc.
• HOCHTIEFF PPP Solutions Gmbh
• HOCHTIEFF PPP Solutions North America Inc.

Saint-Laurent Alliance (SLA)

• WSP Canada Inc.
• Buckland & Taylor, Ltd.
• Contruction Kiewit Cie
• Skanska Canadian Construction Services Inc.
• Kiewit Canada Investment I Inc.
• Macquarie Capital Development Canada Ltd.
• Skanska Infrastructure Development NBSL Holdings Inc.
• Aecon Energy Inc.
• Kiewit Canada Development Corp.
• Macquarie Capital Group Limited
• Skanska Infrastructure Development Inc.

St. Lawrence New Bridge Partnership

• Hatch Mott MacDonald Ltd.
• Stantec Consulting Ltd.
• Ramboll Denmark A/S
• Samsung C & T Canada
• Acciona Infrastructure Canada Inc.
• OHL Construction Canada Inc.
• 095063 Canada Inc.
• DIF PNPSL
• 9058010 Canada Inc.
• 9311-7778 Quebec Inc.
• OHL Infrastructure, Inc.
• Acciona Concessions Management Inc.
• Mainroad Infrastructure Services Saint-Laurent Ltd.

Appendix 5: Detailed SSL Structure

Appendix 6: Project Timeline

Project Timeline

Action	Timeline
Request for Qualifications (RFQ) launch	March 17, 2014
Request for Qualifications (RFQ) evaluation period	April - June 2014
Request for Proposals (RFP) period	July 2014 - April 2015
Request for Proposals Technical Submission Closing	February 11, 2015
Request for Proposals (RFP) Technical Submission evaluation period	February - April 2015
Request for Proposals (RFP) Financial Submission Closing	April 1, 2015
Request for Proposals (RFP) Financial Submission evaluation period	April 2015
Announcement of Preferred Proponent	April 15, 2015
Effective date of the Project Agreement	June 19, 2015
Construction period	June 2015 - October 2019
New Champlain Bridge open to traffic	December 1, 2018
Completion of the other components of the corridor	October 31, 2019
Operating period	Ends October 2049
Contract period	June 2015 - October 2049

 

Appendix 7: Fairness Monitor Report

Public Works and Government Services Canada New Bridge for the St. Lawrence Corridor (NBSLC) Fairness Monitor Contractor’s Final Report

June 29, 2015
Submitted to:
Director Fairness Monitoring
Departmental Oversight Branch
Submitted by:
Knowles Consultancy Services Inc. and
Hill International Inc. in Joint Venture

Table of Contents

Table of contents

• Background And Introduction
• Project Requirement
• Attestation Of Assurance
• Objectives Of The Fairness Monitor Assignment And Methodology
• Fairness Monitor Specific Activities And Findings
  • Fairness Monitor Activities And Findings Related To The Pre-Request For Qualifications (Pre-RFQ) Solicitation Phase
  • Fairness Monitor Activities And Findings Related To The RFQ
  • Fairness Monitor Activities And Findings Related To The Evaluation Of Responses To The RFQ
  • Fairness Monitor Activities And Findings Related To The RFP
• Reference Documents

Background and Introduction

As Fairness Monitor, Knowles Consultancy Services Inc. and Hill International Inc. in Joint Venture {hereafter referred to as the Fairness Monitor (FM) hereby submits its Fairness Monitor Contractor’s Interim Final Report pertaining to the competitive procurement process for the New Bridge for the St. Lawrence Corridor (NBSLC) Project. This competitive procurement process was initiated by Public Works and Government Services Canada (PWGSC) for Infrastructure Canada (INFC) through Letter of Interest (LOI) Solicitation Number T8006140001/A, a Request for Qualifications (RFQ) Solicitation Number T8006140002/A and a Request for Proposals (RFP) Solicitation Number QA002-14-2501/A.

This Final Report covers our activities and findings concerning the LOI Phase, RFQ Phase, RFP Phase, evaluation of Technical and Financial Proposals, selection of a Preferred Proponent, and Commercial and Financial Close.

This Report includes our attestation of assurance, a summary of the scope and objectives of our assignment, the methodologies applied, and details of our activities, including any relevant findings from the activities undertaken.

Project Requirement

The NBSLC is federally owned highway infrastructure linking the City of Montreal, Nuns’ Island and the South Shore meant to promote the safe and continuous flow of goods and people within the Canada-United States trade corridor. The primary feature of the NBSLC, the Champlain Bridge, is one of the busiest in Canada with traffic estimated at between 40 and 60 million vehicles per year, 11 million transit users per year and involving $20 billion of international trade per year. The Champlain Bridge has been assessed to be at the end of its safe life and must be replaced. The Nuns’ Island Bridge and the current federally owned part of A15 Highway are also at the end of their lives.

The result of the NBSLC Project will be an eight-lane bridge, including two reserved lanes for public transit, a six lane A15 Highway, a replacement bridge for Nun’s Island, installation of tolling infrastructure for the NBSL, and installations that support an intelligent transportation system for the Corridor.

The project is being procured using a Public-Private Partnership (PPP) model providing for the building, design, financing, operating and maintenance of the Corridor with an in-service date of 2018 for the bridge and 2019 for the rest of the corridor. The PPP model provides construction and budget guarantees; an integrated holistic approach to design, construction and operating and maintenance of the infrastructure as well as assurance of infrastructure life cycle maintenance, regardless of future budget appropriations. Payments to the private sector contractor selected will consist of milestone payments during construction; two substantial completion payments when the infrastructure is ready to be put to use; and performance-based monthly service payments thereafter.

Attestation of Assurance

The Fairness Monitor (FM) hereby provides the unqualified assurance statement which follows concerning the competitive process monitored for the New Bridge for the St. Lawrence Corridor (NBSLC) Project.

It is our professional opinion that the competitive process we observed up to and including Commercial and Financial Close was carried out in a fair, open and transparent manner.

“Fair” is defined as decisions made objectively, free from bias, favouritism or influence and conform to established rules.

“Open” is defined as an activity that is accessible to all potential participants, without unjustified restrictions as to who may participate.

“Transparent” is defined as providing information to the public and interested parties in a timely manner that facilitates public scrutiny.

Note: For all references in this report concerning fairness related comments being provided to project officials, it is confirmed that, as necessary, project officials provided clarification to the FM or took appropriate action to address the comments, and as a result no fairness deficiencies were recorded.

Roger Bridges
President
Knowles Consultancy Services Inc.
FM Contractor’s Representative

Bruce Maynard P. Eng.
FM Team Leader

Peter Woods
FM Specialist

Jean Montplaisir
FM Specialist

Objectives of the Fairness Monitor Assignment and Methodology

The overall objective was to provide independent observation of the procurement process and to submit fairness related comments to project officials, as early as possible, so that appropriate action could be taken to address the comments before fairness was impacted. The Director of Fairness Monitoring would be advised of any potential fairness related concerns that were not addressed promptly. At the conclusion of the procurement process an assurance statement as to its fairness would be provided.

To accomplish the objective we undertook the following activities and, where applicable, provided fairness related comments to the Contracting Authority:

• became familiar with the project governance structure;
• reviewed the LOI as previously published;
• reviewed the RFQ and RFP solicitations in draft and final form;
• reviewed all addenda and clarifications to the solicitations as well as questions submitted by proponents and answers provided;
• observed Industry Days, Proponents’ Conferences, Commercially Confidential Meetings (CCMs) and Meetings with the qualified proponents;
• observed all site visits;
• observed or monitored by teleconference all meetings between individual proponents and Restricted Authorities;
• reviewed the procedures to be used for the evaluation of RFQ and RFP responses and the guidance provided to the evaluation teams;
• observed the consensus evaluation of responses to the RFQ and RFP to ensure that the specified evaluation and selection procedures and departmental policy were followed and consistently applied during the evaluation and selection process;
• observed all meetings during which evaluation oversight committees reviewed the consensus results of the evaluations;
• monitored commercial and financial close activities to ensure that agreed adaptations to the Project Agreement including its Schedules were limited to those changes permitted by the RFP Section 8.2.b, and
• observed the debriefing of respondents to the RFQ and RFP. (The activity covering the RFP Phase will be reported on in an addendum to the Final Report after any debriefings.)

Fairness Monitor Specific Activities and Findings

Fairness Monitor Activities and Findings related to the Pre-Request for Qualifications (Pre-RFQ) Solicitation Phase

On March 17, 2014 we reviewed the LOI (Document 1) and Amendments 1 and 2 (Documents 2 and 3) previously posted on Buy&Sell. No fairness deficiencies were identified.

Fairness Monitor Activities and Findings related to the RFQ

The RFQ was released to Buy&Sell on March 17, 2014.

During the period March 18, 2014 to March 23, 2014, we reviewed draft French and English versions of the RFQ (Document 4). During the period from March 21, 2014 to the closing of the RFQ, we reviewed draft and final versions of Amendments 1 to 8 (Documents 5-12) in both French and English. These amendments included Addenda 1 to 8 and Questions and Answers (Qs&As) 1 to 150. Based on our reviews we provided fairness related comments to the Contracting Authority. Appropriate action was taken by the project officials to address these comments.

On March 29, 2014 we reviewed the English and French scripts prepared for the Site Visit. On March 30, 2014 we observed the Information Session during which attendees were provided with a background briefing on the project and an overview of the RFQ process and submission requirements. On April 1, 2014 we observed the Site Visit and monitored the commentary in both languages. No fairness deficiencies were identified.

The RFQ closed on May 7, 2014.

Fairness Monitor Activities and Findings related to the Evaluation of Responses to the RFQ

During the period March 20, 2014 to March 26, 2014, we reviewed the Evaluation Framework document and provided fairness related comments to the Contracting Authority. Appropriate action was taken to address these comments.

On April 18, 2014 we reviewed the Evaluation Training Presentation Deck to be used during the training sessions for evaluators and provided fairness related comments. During the period April 19, 2014 to April 23, 2014, we reviewed a draft of the Evaluation Plan and on May 2, 2014 we reviewed an updated draft. Fairness related comments were provided to the Contracting Authority. Appropriate action was taken to address these comments on both the Evaluation Training Presentation Deck and the Evaluation Plan.

On May 5, 6, and 9, 2014, we observed the training sessions provided for evaluators. Three sessions were provided so that all evaluators could attend a session. No fairness deficiencies were identified.

During the period April 30, 2014 to June 6, 2014, we reviewed planning information for reference checks for projects submitted in Responses to the RFQ and the need for specific checks arising from the evaluation of Responses. During the same period we also reviewed the proposed clarification process with the Contracting Authority. Fairness related comments were provided to the Contracting Authority concerning reference checks and the clarification process and appropriate action was taken by project officials.

During the period May 13, 2014 to May 15, 2014, we reviewed recommendations of the Relationship Review and Conflict of Interest (RRCOI) Committee related to potential conflict of interest of the evaluators scheduled to participate in the evaluation. Fairness related comments were provided and appropriate action was taken by project officials.

During the period May 22, 2014 to June 20, 2014, we observed evaluation meetings of the six Evaluation Teams for the six Packages of Rated Evaluation Criteria at which consensus ratings and rationales for the consensus ratings based on the RFQ were agreed. Each of the six Evaluation Teams carried out their activities independent of the other Teams. Fairness related comments were provided during the evaluation process and appropriate action was taken by project officials.

During the period June 6, 2014 to June 20 2014, we observed meetings of the Evaluation Review Committee (ERC) at which the ratings and written rationales of each Evaluation Team for each Rated Evaluation Criteria were reviewed and challenged to ensure consistency with the RFQ and that the written rationale for each rating could withstand scrutiny. Each Response was identified to the ERC only by an anonymous name. Fairness related comments were provided and appropriate action taken by project officials

On June 20, 2014 we also observed the ERC review of the spreadsheet tabulated results including the application of weights to all ratings to obtain scores for each Rated Evaluation Criterion for each Response and the compilation of final scores for each Response. Each Response was identified only by its anonymous name. The weights used were in accordance with the weights specified in the RFQ. Subsequently we were informed that the spreadsheet had been independently checked several times. The ERC agreed to recommend to the Assistant Deputy Minister (ADM) Review Committee that the three Responses with the highest total scores be invited to proceed to the RFP Phase subject to being determined to be in compliance with the PWGSC Integrity Provisions specified in the RFQ. No fairness deficiencies were identified.

On June 23, 2014 we observed a meeting of the ADM Review Committee at which the results of the evaluation were presented. Each Response was identified only by its anonymous name. Written rationales for each rating for each Rated Criterion for each Response were also provided. The results and the rationales were the same as previously presented to and endorsed by the ERC. The ADM Review Committee agreed to recommend the evaluation results and the selection of the three highest scoring Responses, using the anonymous names, to the Deputy Minister Governance Committee.

The three recommended Respondents would be subject to being determined to be in compliance with the PWGSC Integrity Provisions. No fairness deficiencies were identified.

On June 29, 2014 we reviewed a PowerPoint Presentation and the Final Evaluation Report forwarded to members of the Deputy Minister Governance Committee that provided the results of the evaluation using the anonymous names and requested approval of the results. The results and report were identical to those agreed by the ERC and endorsed by the ADM Review Committee. On July 30, 2014 the results were approved by the Deputy Minister Governance Committee. No fairness deficiencies were identified.

On June 30, 2014 we observed the limited release of the names of the Respondents and the three highest scoring Responses to the Integrity Provisions Review Team so that their review could be prioritized. No fairness deficiencies were identified.

On July 8, 2014 we observed a meeting of the Integrated Project Management Team (IPMT) at which the initial results of the Integrity Provisions Review Team were tabled. The initial “integrity results” covered four of the Respondents including the three highest. Each of the four was determined to be in compliance with the Integrity Provisions. The remaining two Respondents were determined, subsequent to the meeting, to be compliant with the Integrity Provisions.

Project officials notified the three successful Respondents by telephone on July 9, 2014. A script was used to ensure each was provided with the same information. During the period July 9, 2014 to July 18, 2014, we monitored emails to the three successful Respondents concerning the timely submission, in accordance with the RFQ, of a completed Submission Agreement, a Confidentiality Agreement and a bid security deposit, required as a condition to being selected as a Proponent to participate in the RFP Phase. No fairness deficiencies were identified.

During the period August 19, 2014 to August 21, 2014, we observed three debriefings, one to each of the successful Respondents, and on September 5, 2014 we observed debriefings to each of the three unsuccessful Respondents. All of the debriefings were comprehensive, followed the same format and were consistent with best debriefing practice. A description of the evaluation process was provided followed by details of the evaluation results for the Respondent. The Respondent’s scores for each rated requirement were provided along with a rationale for the score detailing strengths and weaknesses of the response. Information provided was identical to the results observed during the evaluation. All questions were answered other than those that involved other Respondents. No fairness deficiencies were identified.

Fairness Monitor Activities and Findings related to the RFP

RFP Document Background

The RFP and associated documents were made available through the Firmex Virtual Data Room and Online Document Sharing Platform. The “Reference Documents” section at the end of this report provides an explanation of the use of the Firmex platform.

The RFP Volume 1 (referred to in this report as the RFP) and its updates were made available to the three Qualified Proponents on Firmex. Proponents were advised through clarifications, the Q&A process and CCMs of planned significant changes to the RFP and associated documents. Each of the three updated versions of the RFP incorporated all changes from the previous version.

Similarly, Volume 2 of the RFP referred to in this report as the Project Agreement and its revised versions were released on Firmex. Each of the updated versions of the RFP incorporated all changes from the previous version. New schedules and revised schedules to the Project Agreement were released on Firmex as they became available with the Proponents being advised through Firmex.

An “Early Works Agreement” was also a separate part of Volume 2 of the RFP covering Works proposed by the Preferred Proponent to be undertaken prior to formal commercial and financial close.

Firmex was also used to post numerous documents other than RFP Volumes 1 and 2 that Canada had access to and that Canada identified as relevant to the Project but which were not part of the RFP. This Background Information included but was not limited to maps, drawings, reports, test results, analyses, data, videos and photographs. Proponents were notified by Firmex whenever a new document was posted.

RFP, Addenda and Clarifications

During the period July 10, 2014 to July 17, 2014, we reviewed draft versions of the RFP including the version to be posted on July 18, 2014 and provided fairness related comments to the Contracting Authority. Appropriate action was taken by Project officials.

Beginning on July 15, 2014 we also progressively reviewed versions of the Project Agreement and its Schedules which outlined the requirements of the Project and the required business terms and conditions.

On July 29, 2014 we reviewed the RFP as posted on Firmex on July 18, 2014 (Document 13). On July 31, 2014 we met with, and provided fairness related comments to PWGSC officials. We also reviewed drafts of the revised versions of the RFP that were released on October 31, 2014 (Document 16), December 5, 2014 (Document 17), and January 27, 2015 (Document 19) and provided fairness related comments to the Contracting Authority. After each version was released we reviewed the posted versions. All fairness related comments were addressed appropriately by Project officials.

Similarly, we reviewed the Project Agreement when it was initially posted on July 18, 2014 (Document 14) and revised versions of the Project Agreement when released on October 24, 2014 (Document 15), December 5, 2014 (Document 18) and January 27, 2015 (Document 20). Not all of the Schedules to the Project Agreement were available initially but progressively were made available as more information became available and comments received from the Proponents. No fairness deficiencies were identified.

On or just prior to the dates indicated in the “Reference Document” section below, we reviewed draft and posted versions of Addenda 1 to 19 to the RFP (Documents 21 to 39). Fairness related comments were provided and appropriate action was taken.

As they became available, we reviewed draft and posted versions of Clarifications to the RFP 1 to 26 (Documents 40-65). Fairness related comments were provided and appropriate action was taken.

Introductory Meetings with Proponents and Initial Site Visits

On July 21, 2015 we reviewed the agenda for the Introductory Meeting with the three Qualified Proponents and on July 22, 2014 we observed the Introductory Meeting of the three Qualified Proponents and project officials. The Proponents were introduced to the Project Team and were provided with a comprehensive briefing on the Project, proposal submission requirements and procedures and protocols to be used during the RFP period. No fairness deficiencies were identified.

On July 23, 2014 and July 24, 2014, we observed three visits guided by project officials to the NBSLC site, one for each of the three Proponents. We reviewed in advance the script that was used to describe site features. Fairness related comments were provided in advance to the project officials guiding the visits and appropriate action was taken. The same route was taken for each, the same site features identified, and the same script used.

Relationship Review Committee

On July 31, 2014, September 5, 15, and 18, 2014, October 2, 2014, November 6, 2014, December 10, 2014 and January 26, 2015, we reviewed proposed decisions made by the Relationship Review and Conflict of Interest (RRCOI) Committee. These decisions involved matters such as Eligible Parties, Potential Conflict of Interest, Rules for Third Party Stakeholder Meetings, Eligibility Restrictions for the Owners Engineer, and the Procurement Plan for the Independent Engineer. Fairness related comments were provided to Contracting Authority officials and appropriate action was taken.

Firmex Questions and Answers and Background Information

Beginning on July 31, 2014 until the end of the Enquiry Periods, we reviewed on Firmex all questions submitted by the Proponents and proposed answers prepared by the Project team. Fairness related comments were provided and appropriate action was taken by project officials.

It should be noted that, while the end of the Enquiry Period for the Technical Proposals was January 14, 2015 and the end of the Enquiry Period for the Early Work Agreement and the Early Work Proposals was January 28, 2015, the Enquiry Period for the Financial Proposals did not close until March 15, 2015. Enquiries concerning the Financial Proposal were received until the end of the Enquiry Period for Financial Proposal and were answered.

We also monitored the frequent release of Background Information on Firmex. No fairness deficiencies were identified.

Commercial Confidential Meetings

On August 1, 2014 we reviewed the rules and processes for Commercial Confidential Meetings (CCMs) which were to be presented to the Proponents at the first CCM for each. We also discussed the content of the presentation with the Contracting Authority prior to the first CCM. A consistent set of rules and processes based on the RFP were presented to each Proponent. Minor revisions to the rules and processes were made and agreed by the Proponents throughout the CCM period. For example, two additional CCMs were held with each Proponent. All CCMs were conducted similarly with most of the agenda for each controlled by the respective Proponent. We provided fairness related comments to the Contracting Authority and appropriate action was taken.

On the dates provided in the table below we observed the nine (CCMs) held with each of the three Proponents. For each CCM, we reviewed in advance a spreadsheet with the questions submitted by the respective Proponent and proposed responses. When appropriate, we also observed post meetings of the project team held immediately following most CCMs. Fairness related comments were made and appropriate action was taken by Project officials.

CCM #	Dates
#1	August 5, 2014 to August 7, 2014
#2	August 19, 2014 to August 21, 2014
#3	September 2, 2014 to September 4, 2014
#4	September16, 2014 to September 18, 2014
#5	October 7, 2014 to October 9, 2014
#6	November 4, 2014 to November 6, 2014
#7	November 19, 2014 to November 20, 2014
#8	December 15, 2014 to December 17, 2014
#9	January 13, 2015 to January 15, 2015

Meetings with Restricted Authorities and Additional Site Visits

The RFP included a list of “Restricted Authorities”. A “Restricted Authority” was an entity that has a direct interest in the NBSLC Project and with which the Proponents could only communicate at meetings organized by, and monitored by, the Project Office. Restricted Authorities included, for example, the Jacques Cartier and Champlain Bridges Incorporated, St. Lawrence Seaway Management Corporation, Ministère des Transport du Québec, Ville de Montréal, and Ville de Brossard. The RFP includes a complete list of Restricted Authorities. The RFP permitted each Proponent to request through the Project Office meetings with Restricted Authorities which were then arranged at a date and time suitable to the Parties. The Proponent also submitted an agenda of discussion items prior to the meeting. The representatives from the Restricted Authorities were briefed in advance on the rules for the meetings.

We observed or monitored by teleconference all meetings with Restricted Authorities. The table below provides the dates for the meetings with Restricted Authorities. Fairness related comments were made and appropriate action was taken by Project officials.

Also, Proponents requested additional site visits through the Project Office. Some visit requests focused on specific site facilities or site features while others involved the complete site. Visits were arranged as requested with a representative of the Project Office accompanying the Proponent. The table below provides the dates for the additional site visits. We observed all site visits. Fairness related comments were made and appropriate action was taken by Project officials.

Dates of Meetings with Restricted Authorities and Additional Site Visits
Note: The * indicates more than one meeting or site visit was held on that date.

	September 2014	October 2014	November 2014	December 2014	January 2015	February 2015	March 2015
Meetings With Restricted Authorities	9, 11, 30* Note: The * indicates more than one meeting or site visit was held on that date.	1*, 2*, 3* Note: The * indicates more than one meeting or site visit was held on that date.	12*, 14*, 25 Note: The * indicates more than one meeting or site visit was held on that date.	2, 8 11, 15, 16, 17, 18, 19	13, 16	5	10, 19*, 17*, 24*, 26 Note: The * indicates more than one meeting or site visit was held on that date.
Additional Site Visits			12, 24	2	27* Note: The * indicates more than one meeting or site visit was held on that date.

Changes to Proponents Team

The RFP specified a process whereby Proponents could request a change in their Team from that identified in their RFQ Response or change of control of an entity identified in their RFQ response. A number of such requests were received during the RFP stage. In each case we reviewed the applications, any requests by the Project Team to the Proponent for additional information and the final response provided to the Proponent. Requests for additional information and final responses were reviewed in draft form before being forwarded to the Proponent by the Project Team. No fairness deficiencies were identified.

Credit Spread Benchmark and Base Rate Submissions

On March 9, 2015 we reviewed in draft form the comments that were to be provided to each Proponent in response to their Credit Spread Benchmark and Base Rate Submission received on March 2, 2015. No fairness deficiencies were identified.

During the period March 10, 2015 to March 30, 2015, we monitored teleconferences permitted by the RFP with each of the Proponents and their financial teams regarding revised Credit Spread Benchmark and Base Rate Submissions. No fairness deficiencies were identified.

Fairness Monitor Activities and Findings related to the Evaluation of Proposals

Evaluation Plan and Relationship Review and Conflict of Interest Committee

On February 6, 2015 we reviewed a draft of the Evaluation Plan. Fairness related comments were provided and appropriate action was taken. On February 11, 2015 we reviewed a revised version. The Plan was comprehensive, consistent with the RFP and prescribed a rigorous process consistent with best evaluation practice. No fairness deficiencies were identified.

Also on February 11, 2015 we reviewed the recommendations of the Relationship Review and Conflict of Interest Committee as a result of potential conflicts of interest of individual evaluators. Fairness related comments were provided and appropriate action was taken.

Technical Proposals were received on February 11, 2015.

Technical Experts’ Review

On February 10, 2015 we observed the Kick-off Meeting for the Technical Experts at which the experts were given an overview of the project and their role. On February 11, 2015 we reviewed drafts of the Technical Experts Report templates and the process that would be followed to ensure completed reports were fact based and addressed the assigned questions before being provided to the Evaluation Teams. Fairness related comments were provided and appropriate action taken.

During the period February 20, 2015 to March 5, 2015, we reviewed each of the Technical Experts Reports before the Reports were made available to the Evaluation Teams. No fairness deficiencies were identified.

Technical Evaluation Kick-off and Training

On February 11, 2015 we observed the Technical Evaluators’ Kick-off Meeting at which the evaluators were briefed on the Evaluation Plan and their role and responsibilities. On the same date we reviewed versions of presentation deck on the RFP to be used the next day to familiarize evaluators with the project. We provided fairness related comments and appropriate action was taken. On February 12 and 13, 2015 we observed the presentation to the evaluators. No fairness deficiencies were identified.

Technical Proposal Evaluation

On February 18, 2015 we observed the consensus evaluation of Mandatory Requirements carried out by the Technical Oversight Committee. The Response of each Proponent for each Mandatory Requirement was discussed separately and a consensus result and supporting narrative agreed. Fairness related comments were provided and appropriate action was taken.

During the periods February 24, 2015 to February 25, 2015 and March 9, 2015 to March 13, 2015, we observed all consensus evaluation meetings for all Technical Rated Requirements for each of the three Proponents. Each Response to each Rated Requirement was evaluated utilizing the RFP scoring criteria and scale and a consensus score and supporting narrative agreed. Best consensus meeting evaluation practices were followed at each meeting. Fairness related comments were provided and appropriate action was taken.

On March 16 and 17, 2015, we observed meetings of the Technical Oversight Committee during which the supporting narrative for each Technical Rated Requirement was reviewed to ensure the consensus narrative fully supported the consensus score. On March 20, 2015 we observed a meeting of the Evaluation Review Committee which challenged the Mandatory Requirement consensus results to ensure the results were justified. The Committee also challenged the scores and rationale of each Rated Requirement to ensure each score was fully substantiated by the written rationae. Later, we reviewed the final consensus score sheets and confirmed that the scores were the original consensus scores awarded by the Evaluation Teams. Fairness related comments were provided throughout and appropriate action was taken.

Financial Proposal Evaluation

On March 30, 2015 we reviewed the financial evaluation training presentation deck to be used the next day and on March 31, 2015 we monitored the training provided to the Financial Evaluation Team. Fairness related comments were provided and appropriate action was taken.

Financial Proposals closed on April 1, 2015.

On April 7, 9, 10, 2015, we observed all consensus meetings of the Financial Evaluation Team during which both Mandatory Requirements and Rated Requirements of all of the Financial Proposals were evaluated. Best consensus meeting evaluation practices were followed. Fairness related comments were provided and appropriate action was taken.

On April 8 and 10, 2015, we observed meetings of the Evaluation Review Committee at which the results of the consensus evaluation of the Financial Proposals were reviewed and challenged to ensure the consensus results and written rationale were consistent with RFP requirements and that the written rationale for each rating could withstand scrutiny. Fairness related comments were provided and appropriate action was taken

On April 10, 2015 we observed a meeting at the Deputy Minister level at which an update was provided on the situation of each of the three Proponents regarding the Integrity Provisions of the RFP. Project officials stated that each complied with the Provisions. No fairness deficiencies were identified.

On April 14, 2014 we observed a meeting of the Deputy Minister Governance Committee at which the results of the evaluation were presented. Anonymous names were used for the Proponents. The Committee had been given the Evaluation Report containing scores and the narratives. The results of the evaluation were the same as observed during the evaluation, the Technical Oversight Committee and the Evaluation Review Committee. After asking questions and receiving answers, the Committee endorsed the anonymous results as presented. No fairness deficiencies were identified.

On April 15, 2015, we observed the notifications by telephone to the Preferred Proponent and the two unsuccessful Proponents.

Fairness Monitor Activities and Findings related to Commercial and Financial Close

On April 21, 2015 we observed the Kick-off Meeting between the Preferred Proponent and the Project Team and on April 23, 2015 we observed the Technical Kick-off Meeting. Also on April 23, 2015 we reviewed draft letters to be sent to the three proponents formally advising them of the selection of the Preferred Proponent. No fairness issues were identified.

Throughout the period until Commercial and Financial Close we monitored on an as required basis weekly Legal and Financial Coordination Meetings. We reviewed draft and final adaptions to the Project Agreement and its Schedules to ensure that all changes and additions were consistent with the provisions of the RFP particularly Section 8.2 “Final Agreements”. We also reviewed at a cursory or detailed level as necessary various other commercial and financial close documents, plans and lists such as but not limited to:

• Closing Agenda
• Closing Procedure Protocol
• Lenders Direct Agreement
• Rate Set Protocol
• Construction Contract Parts 1 and 2 and Attachments
• Construction Contractors Collateral Agreement
• Credit Agreement
• Software Escrow Agreement
• Outstanding Information, and
• Various Opinions and Certificates

No fairness deficiencies were identified.

Reference Documents

The following documents listed in chronological order by type are referenced by number in this report. These documents are available through the New Bridge for the St. Lawrence Corridor (NBSLC) project office.

All RFP documents were released to the three qualified Proponents through the Firmex Virtual Data Room and Online Document Sharing Platform. Firmex allowed designated officials of each of the Proponents to have access to all project documentation, to submit questions in confidence, to have access to their commercial-in-confidence questions and answers and have access to all non-commercial-in-confidence questions and answers. Each of the Proponents were notified by Firmex whenever a new document or background document was posted on Firmex.

Firmex also provided a means by which questions submitted by the Proponents, could be assigned to project officials, answers drafted and answers reviewed and approved by senior project officials.

The dates provided below are the dates when the main body of the three versions of the RFP and Project Agreements were posted on Firmex. While most of the fourteen (14) RFP appendices were posted on Firmex on the same date as the parent RFP, other appendices were posted at other times when they became available with the Proponents being advised. The same approach applied to the 37 Schedules of the Project Agreement.

No.	Document	Date Posted on Buy&Sell or Firmex
1	Letter of Interest (LOI)	Released to Buy&Sell March 4, 2014
2	Amendment 1 to LOI	Released to Buy&Sell March 14, 2014
3	Amendment 2 to LOI	Released to Buy&Sell March 14, 2014
4	Request for Qualification (RFQ)	Released to Buy&Sell March 17, 2014
5	Amendment 1 to RFQ	Released to Buy&Sell March 25, 2014
6	Amendment 2 to RFQ	Released to Buy&Sell April 1, 2014
7	Amendment 3 to RFQ	Released to Buy&Sell April 10, 2014
8	Amendment 4 to RFQ	Released to Buy&Sell April 15, 2014
9	Amendment 5 to RFQ	Released to Buy&Sell April 23, 2014
10	Amendment 6 to RFQ	Released to Buy&Sell April 30, 2014
11	Amendment 7 to RFQ	Released to Buy&Sell May 5, 2014
12	Amendment 8 to RFQ	Released to Buy&Sell May 6, 2014
13	Request for Proposals Volume 1 (RFP) July 18, 2014 Version	Posted on Firmex July 18, 2014
14	Project Agreement (RFP Volume 2) July 18, 2014 Version	Posted on Firmex July 18, 2014
15	Project Agreement (RFP Volume 2) October 24, 2014 Version	Posted on Firmex October 24, 2014
16	Request for Proposals Volume 1(RFP) October 31, 2014 Version	Posted on Firmex October 31, 2014
17	Request for Proposals Volume 1 (RFP) December 5, 2014 Version	Posted on Firmex December 5, 2014
18	Project Agreement (RFP Volume 2) December 5, 2014 Version	Posted on Firmex December 5, 2014
19	Request for Proposals Volume 1 (RFP) January 27, 2015 Version	Posted on Firmex January 27, 2015
20	Project Agreement (RFP Volume 2) January 27, 2015 Version	Posted on Firmex January 27, 2015
21	Addendum # 1 to RFP	Posted on Firmex August 18, 2014
22	Addendum # 2 to RFP	Posted on Firmex September 12, 2014
23	Addendum # 3 to RFP	Posted on Firmex October 9, 2014
24	Addendum # 4 to RFP	Posted on Firmex October 31, 2014
25	Addendum # 5 to RFP	Posted on Firmex November 21, 2014
26	Addendum # 6 to RFP	Posted on Firmex November 27, 2014
27	Addendum # 7 to RFP	Posted on Firmex December 5, 2014
28	Addendum # 8 to RFP	Posted on Firmex December 18, 2014
29	Addendum # 9 to RFP	Posted on Firmex December 28, 2014
30	Addendum #10 to RFP	Posted on Firmex December 31, 2014
31	Addendum # 11 to RFP	Posted on Firmex January 7, 2015
32	Addendum # 12 to RFP	Posted on Firmex January 9, 2015
33	Addendum # 13 to RFP	Posted on Firmex January 14, 2015
34	Addendum # 14 to RFP	Posted on Firmex January 27, 2015
35	Addendum # 15 to RFP	Posted on Firmex February 6, 2015
36	Addendum # 16 to RFP	Posted on Firmex February 26, 2015
37	Addendum # 17 to RFP	Posted on Firmex March 6, 2015
38	Addendum # 18 to RFP	Posted on Firmex March 18, 2015
39	Addendum # 19 to RFP	Posted on Firmex March 26, 2015
40	Clarification #2 to RFP	Posted on Firmex August 22, 2014
41	Clarification # 1 to RFP	Posted August 26, 2014 (drafted but not finalized prior to Clarification # 2)
42	Clarification # 3 to RFP	Posted on Firmex August 29, 2014
43	Clarification # 4 to RFP	Posted on Firmex September 22, 2014
44	Clarification # 5 to RFP	Posted on Firmex September 29, 2014
45	Clarification # 6 to RFP	Posted on Firmex October 10, 2014
46	Clarification # 7 to RFP	Posted on Firmex October 11, 2014
47	Clarification # 8 to RFP	Posted on Firmex October 15, 2014
48	Clarification # 9 to RFP	Posted on Firmex October 24, 2014
49	Clarification # 10 to RFP	Posted on Firmex October 27, 2014
50	Clarification # 11 to RFP	Posted on Firmex November 17, 2014
51	Clarification # 12 to RFP	Posted on Firmex November 20, 2014
52	Clarification # 13 to RFP	Posted on Firmex December 1, 2014
53	Clarification # 14 to RFP	Posted on Firmex December 19, 2014
54	Clarification # 15 to RFP	Posted on Firmex December 19, 2014
55	Clarification # 16 to RFP	Posted on Firmex December 22, 2014
56	Clarification # 17 to RFP	Posted on Firmex January 7, 2015
57	Clarification # 18 to RFP	Posted on Firmex January 17, 2015
58	Clarification # 19 to RFP	Posted on Firmex January 23, 2015
59	Clarification # 20 to RFP	Posted on Firmex February 5, 2015
60	Clarification # 21 to RFP	Posted on Firmex February 9, 2015
61	Clarification # 22 to RFP	Posted on Firmex February 23, 2015
62	Clarification # 23 to RFP	Posted on Firmex March 5, 2015
63	Clarification # 24 to RFP	Posted on Firmex March 13, 2015
64	Clarification # 25 to RFP	Posted on Firmex March 20, 2015
65	Clarification # 26 to RFP	Posted on Firmex March 27, 2015