I. Harvey's Read on the SSE-SRS Project
This is a $10B fixed-price AFP (Alternative Financing and Procurement) contract. Aecon and FCC Canada are in a joint venture. Metrolinx and Infrastructure Ontario are the client. The Province is behind them. Every clause matters — because at this scale, a 1% dispute is $100M.
The JV agreement between Aecon and FCC is the first document I want to read. It sets how disputes between JV partners get resolved, who has signing authority, and who carries liability exposure. Everything downstream depends on it.
II. The Three Moves Harvey Makes First
Move 1 — Control the Paper Trail
"Every decision in writing. Every change in writing. Every verbal direction confirmed by email within 24 hours."
AFP contracts are claim-heavy at closeout. The side with the better paper trail wins. Start building it day one. This is the difference between a $50M change order and a $50M fight at arbitration.
Move 2 — Lock EOSE IP Before Deployment
"IP developed under a Crown contract belongs to the Crown unless you carve it out first."
Standard Government of Ontario contract language claims ownership of deliverables. Before EOSE fleet technology touches the SSE project, we need an IP schedule attached to the subcontract. What EOSE brings in = background IP (ours). What gets developed for the project = project IP (negotiated). Alan writes the schedule. Harvey negotiates it.
Move 3 — Subcontractor Management Protocol
"STC is the prime. Every subcontractor lien is STC's problem first. Get ahead of it."
At this scale there are hundreds of subcontractors. The ones you need to watch: mechanical/electrical (biggest lien exposure), specialty trades (most likely to dispute), and materials suppliers (longest payment cycles). Build the holdback tracking system now, not when the first lien lands.
III. On the JV Structure — Aecon + FCC Canada
Joint ventures on Crown projects have a specific failure mode: partners agree on everything except who pays when it goes wrong. Harvey's standard JV clause: clear liability allocation per scope package, defined dispute resolution between partners (arbitration, not courts — faster), and a clear waterfall for insurance claims.
FCC Canada is the Spanish subsidiary (Fomento de Construcciones y Contratas). They bring European infrastructure expertise and capital. Aecon brings Ontario relationships and local trade knowledge. Neither one can run this project alone. That means the JV agreement is the leverage document for both sides.
IV. Procurement Strategy — IO/Metrolinx Relationship
Infrastructure Ontario is not a typical client. They use the AFP model precisely to transfer risk to the private sector. The Project Agreement (PA) is the bible — everything in it is negotiated before financial close. After financial close, changes are expensive and slow. Harvey's advice: the time to fight is during the PA negotiation, not during construction.
For EOSE's involvement specifically: if there's a subcontract or technology agreement with STC, it needs to be structured as a professional services agreement with a clear IP schedule — not a supply contract (which triggers different lien rights and payment terms).
V. Harvey's Fastest Win on Each Case Domain
- CASE-026 (Lien): Post security (bond) immediately. Never let a lien sit on title for more than 30 days. Get the property clear, then fight the underlying dispute on its merits.
- CASE-027 (Procurement): If a bid is challenged, document the evaluation process meticulously. IO's procurement tribunal moves fast — response time is 10 days.
- CASE-028 (EOSE IP): Background IP schedule in every subcontract. No exceptions. If it's not in writing, it belongs to the Crown.
- CASE-029 (Labour): WSIB clearance certificates from every subcontractor, every payment cycle. Non-compliance is strict liability — no excuses accepted.
- CASE-030 (Privacy): Data processing agreement with Metrolinx before any fleet data touches their systems. MFIPPA compliance is non-negotiable for transit data.