exv4w15



 




EXHIBIT
4.15


 



					
	
	 	
	 	GP2
project






ainsworth
lumber Co.
ltd,




Contract
No. C-001




DEMAC MANAGEMENT LTD.




CONTRACTOR




TABLE
OF CONTENTS



	 
	Agreement

	Scope of Work

	Schedules

	A. Contract Sum

	B. Unit Prices

	C. Mill Standards and Preferred Components

	D. Contract Schedule

	E. Alberta Content

	F. Key Personnel

	G. Labour Relations

	H. Safety Manual

	General Conditions

	Special Conditions

	Specifications







 









 






					
	
	 	
	 	GP2 project






ainsworth lumber Co. ltd,




Contract
No. C-001




AGREEMENT




AGREEMENT FOR

CONTRACT NO. C-001

General Contracting Services for the GP2 Project



THE AGREEMENT made and effective on the 6th day of July 2005 (“agreement date”).




	 	 	 
	BETWEEN:

	 	AINSWORTH LUMBER COMPANY LIMITED
	 

	 	#3194 Bentall Four
	 

	 	P.O. Box 49037 — 1055 Dunsmuir Street
	 

	 	Vancouver, B.C. V7X 1L3
	 
	 	 
	 

	 	(hereinafter called Owner)
	 
	 	 
	AND:

	 	DEMAC MANAGEMENT LTD.
	 

	 	133 Glacier Street
	 

	 	Coquitlam, B.C. V3K 5Z1
	 
	 	 
	 

	 	(hereinafter called the “Contractor”)






	 	 	 
	WITNESSETH THAT:

	 	the Owner and the Contractor, for the considerations set forth herein,
undertake and agree as follows:






ARTICLE
1    CONTRACT DOCUMENTS




The Contract Documents will consist of the following:





	 	a)	 	this Agreement
	 
	 	b)	 	Scope of Work
	 
	 	c)	 	Schedules






	 	A.	 	Contract Sum
	 
	 	B.	 	Unit Prices
	 
	 	C.	 	Mill Standards and Preferred Components
	 
	 	D.	 	Contract Schedule
	 
	 	E.	 	Alberta Content
	 
	 	F.	 	Key Personnel
	 
	 	G.	 	Labour Relations
	 
	 	H.	 	Safety Manual






	 	c)	 	General Conditions
	 
	 	d)	 	Special Conditions
	 
	 	e)	 	Specifications





	 	 	 	 	 
	Agreement DOC	 	PAGE 1 OF 5	 	 



 









 











					
	
	 	
	 	GP2 project






ainsworth lumber Co. ltd,




Contract
No. C-001




AGREEMENT





together with the Contract Drawings, standards and other information to be issued
during the course of the Contract, form the Contract and shall together be referred to
hereinafter as the Contract or Contract documents.




Terms not otherwise defined herein shall have the meaning attributed to them in the
appropriate Contract Document.



ARTICLE
2    ENTIRE AGREEMENT



The Contract Documents shall constitute the entire agreement between the parties relating
to the Work and shall supersede and cancel ail provisions, representations, warranties,
conditions, terms, agreements or understandings between the parties, whether given or made before,
on or after the date of the Contract, whether written or oral, whether express or implied,
including, without limitation, any representations, warranties, conditions, terms, agreements or
understandings contained in any proposal, tender, purchase order, shipping document, invoice or
other document issued by Contractor or elsewhere, unless contained in the Contract or an amendment
to the Contract.



The Contract may be amended only by an instrument in writing signed by authorized signatories of
each of the parties.




ARTICLE
3    THE WORK



The Contractor undertakes and agrees to perform and fulfill all the Work as shown or
described briefly, without limitation in the Contract Documents. Contractor covenants and agrees
to commence the Work on the Site on or before the 2nd day of August, 2005, and to
achieve completion of major parts of the Work by the interim dates specified, to achieve
Substantial Completion (first board) of the Work approximately the 23th day of December, 2006, and
to achieve Final Completion of the Work approximately 60 days later, on or about the 27th day of
February,2007.



Contractor does hereby agree to perform the Work on a 10 day, 100 hour work week basis (two
shifts) for a sum, hereinafter called the Contract Sum, to be calculated pursuant to Article 4
below, and there shall be no further charges to the Owner whatsoever other than those expressly
provided for in the Contract Documents.



Termination of the Contract will be by mutual agreement and failing that, by either party giving
15 days notice.



	 	 	 	 	 
	Agreement DOC	 	PAGE 2 OF 5	 	 




 









 








					
	
	 	
	 	GP2 project






ainsworth lumber Co. ltd,




Contract
No. C-001




AGREEMENT




ARTICLE
4    CONTRACT SUM / PAYMENT



Owner undertakes and agrees to pay Contractor, in lawful money of Canada, as full and
complete settlement for all of the Work performed by Contractor and accepted by Owner, the
Contract Sum comprised of the total value of the Work calculated on a cost reimbursable,
percentage fee basis and determined pursuant to Special Conditions, Schedule A, and General
Conditions, subject to additions or deductions as provided for in the Contract Documents; and to
make payments on account thereof as stipulated in the Contract Documents.



The Estimated Contract Sum is:                               $ 90,000,000.00



All labour, materials, LOA, rentals, etc. shall be separated and summarized on the monthly
invoice. Back-up documentation will be retained by the Contractor and made available to the Owner,
if requested.




ARTICLE
5    ENUREMENT



The Contract shall be binding upon and inure to the benefit of the parties hereto and their
successors and assigns, but there shall be no successors or assigns of Contractor without Owner’s
prior written consent.




ARTICLE
6    RECEIPT OF AND ADDRESS FOR NOTICES



If either party desires to give notice to the other in connection with the Contract, such
notice shall be sufficiently given if delivered by hand, if sent by registered mail, or if sent by
facsimile or other electronic message system which provides a hard copy, to the




	 	 	 
	Contractor:

	 	DEMAC MANAGEMENT LTD.

	Contractor:

	 	133 Glacier Street
	 

	 	Coquitlam, B.C. V3K 5Z1
	 
	 	 
	 

	 	ATTN: Mr. Mike McBride
	 

	 	TEL:  (604)941-1735
	 

	 	FAX: (604)941-1800





	 	 	 	 	 
	Agreement DOC	 	PAGE 3 OF 5	 	 




 









 






					
	
	 	
	 	GP2 project






ainsworth lumber Co. ltd,




Contract
No. C-001




AGREEMENT




	 	 	 	 	 
	and to OWNER:	 	AINSWORTH LUMBER COMPANY LTD.
	 	 	#3194 Bentall Four
	 	 	P.O. Box 49037 — 1055 Dunsmuir Street
	 	 	Vancouver, B.C. V7X 1L3
	 

	 	 	 	ATTN: Mr. Douglas Ainsworth
	 

	 	 	 	TEL: (604) 661-3210
	 

	 	 	 	FAX; (604) 661-3201






or Owner’s designate.



and shall be considered so given at the time when, in the ordinary course, such letter, electronic
message or facsimile should have reached its destination.




ARTICLE
7   JOINT AND SEVERAL LIABILITY



If Contractor consists of two or more persons, whether as a partnership, joint venture,
consortium or otherwise, the liability of those persons to Owner under or in relation to the
Contract is joint and several and not several only.




ARTICLE
8   ENGINEER




	 	 	 
	1. Engineer for the Contract is:

	 	NGM International
	 

	 	Rob Zatzoff
	 

	 	Langley, BC Canada
	 

	 	PH: (604) 533-4437
	 

	 	FX: (604) 533-4458
	 

	 	FX: (604) 533-4458






	 	 	 	 	 
	Agreement DOC	 	PAGE 4 OF 5	 	 



 









 






					
	
	 	
	 	GP2
Project






ainsworth lumber Co. ltd.




Contract
No. C-001




AGREEMENT




IN WITNESS WHEREOF the parties hereto set their respective hands.




AINSWORTH LUMBER COMPANY LIMITED




	 	 	 
	[ILLEGIBLE]
 


	 	  
	Signature of Signing Officer or Authorized Representative
	 	 






	 	 	 
	Douglas Ainsworth — Senior VP/Project Director
 

Name and Position (typed)

	 	 






	 	 	 
	[ILLEGIBLE]
 

Witness

	 	 






DEMAC MANAGEMENT LTD.




	 	 	 
	[ILLEGIBLE]
 


	 	 
	Signature of Signing Officer or Authorized Representative
	 	 






	 	 	 
	Mike McBride — Project Construction Director
 


	 	 
	Name and Position (typed)
	 	 






	 	 	 
	[ILLEGIBLE]
	 	 
	 

Witness

	 	 






	 	 	 	 	 
	Agreement DOC	 	PAGE 5 OF 5