HomeMy WebLinkAbout23 168 Bruce Power Water Supply Agreement (2023) By-lawTHE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
BY-LAW
NO. 2023 – 168
Being a By-law to Authorize a Water Supply Agreement with
Bruce Power L.P.
Whereas Section 8 (1) and 9 of the Municipal Act, 2001, S.O. 2001, c. 25, as
amended, provide that the powers of a municipality under this or any other Act shall
be interpreted broadly so as to confer broad authority on the municipality to enable
the municipality to govern its affairs as it considers appropriate and to enhance the
municipality’s ability to respond to municipal issues and has the capacity, rights,
powers and privileges of a natural person for the purpose of exercising its authority
under this or any other Act; and
Whereas the Municipality has the authority to enter into a water supply agreement
under Sections 9 and 11 of the Municipal Act, 2001, S.O. 2001, c. 25, as amended;
and
Whereas Bruce Power has requested that Kincardine provide Drinking Water to
the Bruce Site; and
Whereas Council of The Corporation of the Municipality of Kincardine deems it
advisable to enter into a Water Supply Agreement with Bruce Power L.P.;
Now Therefore be it Resolved that the Council of The Corporation of the
Municipality of Kincardine Enacts as follows:
1. That The Corporation of the Municipality of Kincardine enter into a Water
Supply Agreement with Bruce Power L.P., in accordance with the terms and
conditions outlined in the Agreement attached hereto as Schedule ‘A’ and
forming part of this By-law.
2. That the Mayor and Clerk be authorized to sign and execute, on behalf of
The Corporation of the Municipality of Kincardine, the Agreement with Bruce
Power L.P. and to affix the corporate seal as required.
3. That this By-law shall come into full force and effect upon its final passage.
4. That this By-law be cited as “Bruce Power Water Supply Agreement (2023)
By-law”.
Read a First and Second Time this 11th day of October,2023.
Read a Third Time and Finally Passed this 11th day of October, 2023.
Mayor Clerk
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The Corporation of the Municipality of Kincardine
Bruce Power Water Supply Agreement 1
WATER SUPPLY AGREEMENT
THIS AGREEMENT, made in triplicate, as of the _16_ day of October_, 2023 (the
"Effective Date").
BETWEEN
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
(Hereinafter referred to as the "Municipality" or"Kincardine")
- and -
BRUCE POWER L.P.
(Hereinafter called "Bruce Power")
WHEREAS the Municipality has the authority to enter into a water supply agreement under
Sections 9 and 11 of the Municipal Act, 2001, SO. 2001, c. 25 (the "Municipal Act").
AND WHEREAS Bruce Power has requested, and Kincardine has consented, that Kincardine
provide Drinking Water to the Bruce Site.
AND WHEREAS it has been established that both an extension and an expansion of the
Kincardine Drinking Water System will be required to accommodate the rates of supply and
volumes of Drinking Water requested by Bruce Power.
AND WHEREAS Bruce Power and Kincardine have agreed to a sharing of the costs of the
required studies, approvals, and the capital costs of system expansion and extension as set out
herein;
AND WHEREAS prior to Phase 1, Bruce Power and Kincardine entered into an agreement
effective August 31, 2017 (the "2017 Funding Agreement") pursuant to which Kincardine
completed a portion of the work necessary to assess (the "Assessment") the feasibility of the
Municipality providing water and wastewater services (collectively, "Water Services") to the
Bruce Site with Bruce Power funding certain of Kincardine's consultant costs associated with the
Assessment. The 2017 Funding Agreement has been terminated.
AND WHEREAS in connection with Phase 1, Bruce Power and Kincardine have entered into an
agreement effective June 22, 2022 (the "2022 Funding Agreement") pursuant to which
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Kincardine agreed to undertake the next phase of the work to assess the feasibility of continuing
towards Kincardine providing Water Services to the Bruce Site,such work includes the completion
of a Schedule C Class Environmental Assessment for the Kincardine Water Supply System in
accordance with the Municipal Class Environmental Assessment planning process (the"Schedule
C Class EA"),with Bruce Power funding the actual work to be performed by each of Kincardine's
consultants B.M. Ross and Associates Limited ("BMROSS") and Stantec Consulting Ltd.
("Stantec"), in each case up to a not-to-exceed cap. The 2022 Funding Agreement is attached
hereto as Schedule B.
AND WHEREAS Bruce Power and Kincardine have agreed to terms relating to the purchase and
sale of Drinking Water as set out herein.
NOW THEREFORE IN CONSIDERATION OF the mutual covenants contained in this
Agreement and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties hereto agree as follows:
Article 1
INTERPRETATION AND PHASING
1.1 Definitions:
"2017 Funding Agreement" has the meaning ascribed to it in the recitals herein.
"2022 Funding Agreement" has the meaning ascribed to it in the recitals herein.
"AACE Guide" means the AACE International Recommended Practice No. 18R-97: Cost
Estimate Classification System — As Applied in Engineering, Procurement, and Construction for
the Process Industries; TCM Framework 7.3 — Cost Estimating and Budgeting, Rev. August 7,
2020 as the same may be amended from time to time.
"Agreement" means this agreement as the same may be amended or restated from time to time.
"Arbitration Notice" has the meaning ascribed to it in Subsection 7.2.2 herein.
"Assessment" has the meaning ascribed to it in the recitals herein.
"BMROSS" has the meaning ascribed to it in the recitals herein.
"BNPD" means the Bruce Nuclear Power Development located in Municipality of Kincardine,
Ontario.
"Break-even" means that the revenue generated by application of the monthly charges, based on
the Water Rates, for Drinking Water supplied and delivered by the Municipality to Bruce Power
from the Commencement Date to the expiry of the Term shall not be less than cost of treating and
delivering the Drinking Water with such Water Rates including an amount to provide for an
equitable portion to be borne by Bruce Power of the funding required for the future replacement
of the Physical Facilities and the WTP expansion all of which shall be achieved by the Parties
establishing the Minimum Annual Volume in accordance with Section 3.4.8 of this Agreement.
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"Bruce Power" has the meaning ascribed to it in the preamble herein.
"Bruce Power Buy-in Contribution"means the amount to be paid by Bruce Power to Kincardine
to fund the expansion of the WTP needed to connect Bruce Power to the Kincardine Drinking
Water System and allow Bruce Power to obtain Drinking Water. The amount of the buy-in
contribution will be as set out in Section 3.2 of this Agreement.
"Bruce Power Capital Contribution"means the sum of Bruce Power's share, as set out in Article
3 of this Agreement, of the Total Cost of putting in place each of the Physical Facilities as set out
in Section 3.3 of this Agreement.
"Bruce Power Flow Requirement" means 2,764 cubic metres per day as a maximum daily
volume and 32 Litres per second as a maximum rate of flow.
"Bruce Power Parties" has the meaning ascribed to it in Subsection 6.2.1 herein.
"Bruce Site" means that part of the BNPD located inside the perimeter fence between the Tie
Road and Lake Huron including, without limitation, those portions of the BNPD leased by Bruce
Power and Hydro One Networks Inc. and land retained by OPG, but excluding, for clarity that
part of the BNPD known as the visitor's centre. A map of the Connection Point at the Bruce Site
is attached as Schedule A to this Agreement.
"Business Day" means a day other than any holiday as defined in the Rules of Civil Procedure,
R.R.O. 1990, Reg. 194, as amended.
"Class 2 Estimate" means an estimate for the design and construction of the Physical Facilities
and WTP based on and meeting the"Class 2"requirements, as such requirements are described in
the Association for the Advancement of Cost Engineering ("AACE") Guide.
"Class 3 Estimate" means an estimate for the design and construction of the Physical Facilities
and WTP based on and meeting the"Class 3"requirements, as such requirements are described in
the AACE Guide.
"Commencement Date" has the meaning ascribed to it in Section 4.5 herein.
"Connection Point" means the point of physical connection of the waterworks belonging to
Kincardine and the water lines leased or owned by Bruce Power, which point of connect shall be
located outside of the BNPD on lands owned by Kincardine. The proposed Connection Point is
shown on the map attached as Schedule A hereto.
"Construction Contract" or "Construction Contracts" each has the meaning ascribed to it in
Section 4.3 herein.
"Construction Contractor" or "Construction Contractors" each has the meaning ascribed to it
in Section 4.3 herein.
"Defaulting Party" has the meaning ascribed to it in Section 7.4 herein.
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"Disputes" has the meaning ascribed to it in Subsection 7.1.1 herein.
"Dispute Notice" has the meaning ascribed to it in Subsection 7.2.1 herein.
"Effective Date" has the meaning ascribed to it in the preamble herein.
"Fixed Charge" has the meaning ascribed to it in Subsection 3.4.2 herein.
"Drinking Water" means the water that is treated at the WTP, which water (a) is intended for
human consumption or (b) is required by an act, regulation, order, municipal by-law or other
document issued under the authority of an act (i) to be potable or (ii) to meet or exceed the
requirements of the prescribed drinking water quality standards including under Ontario's Safe
Drinking Water Act, 2002, S.O. 2002, c. 32, as amended or replaced from time to time.
"Erosion Amount" has the meaning ascribed to it in Subsection 3.3.5(iv) herein.
"Funding Request" has the meaning ascribed to it in Subsection 3.3.5(i) herein.
"Funding Threshold" has the meaning ascribed to it in Subsection 3.3.5(ii) herein.
"Good Construction Practices" means any of the practices, methods and activities adopted by
experienced and qualified procurement and construction contractors, suppliers and service
providers providing construction services and the supply of products, goods, materials and
equipment to the North American water utility industry as good practices applicable to the
procurement and construction of facilities or structures of similar design to the Physical Facilities,
or any of the practices, methods or activities which, in the exercise of skill, diligence, prudence,
foresight and reasonable judgment by a prudent Person who provides such in light of the facts
known at the time the decision was made, could have been expected to accomplish the desired
result at a reasonable cost consistent with good business practices and applicable law, and, for
greater certainty, includes Good Project Management Practices.
"Good Project Management Practices" means any of the practices, methods and activities
adopted by experienced and qualified procurement and project management contractors providing
project management services to the North American water utility industry as good practices
applicable to the procurement and construction of facilities or structures of similar design to the
Physical Facilities, or any of the practices, methods or activities which, in the exercise of skill,
diligence,prudence, foresight and reasonable judgment by a prudent Person who provides such in
light of the facts known at the time the decision was made,could have been expected to accomplish
the desired result at a reasonable cost consistent with good business practices and applicable law.
"Interest Rate Policy" means Municipality's Development Charge Interest Policy (GG.2.24)
adopted on July 5, 2021, as amended or replaced from time to time.
"Interest Rate" means the interest rate per annum obtained by the Municipality in respect of its
Interest Rate Policy and applied in the context of this Project. The interest rate as of the Effective
Date is 5% with any increase or decrease to such rate pursuant to the Interest Rate Policy being
advised by the Municipality to Bruce Power within a reasonable period prior to the adoption of
such increase or decrease.
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"Kincardine" has the meaning ascribed to it in the preamble herein.
"Kincardine Capital Contribution" means the sum of Kincardine's share, as set out in Article 3
of this Agreement, of the Total Cost of putting in place the Physical Facilities required to provide
the Bruce Site with Drinking Water from the Kincardine Drinking Water System.
"Kincardine Drinking Water System" means, collectively, the water intake facilities, the water
treatment facilities, water distribution system, pumping and storage facilities, the water line to
Bruce Power in the Municipality of Kincardine, as and when such infrastructure exists or is
constructed by the terms of this Agreement, and related facilities as described in the Municipality's
most recent Municipal Drinking Water License and Drinking Water Works Permit.
"Kincardine Parties" has the meaning ascribed to it in Section 6.1 herein.
"Lease" means the Second Amended and Restated Bruce Lease dated as of October 11, 2016
between OPG, Bruce Power, certain subsidiaries of OPG, TransCanada Pipelines Limited, and
OMERS Administration Corporation, as amended, renewed, supplemented, or restated from time
to time.
"Meter" has the meaning ascribed to it in Subsection 2.1.5 herein.
"Minimum Annual Volume" means the annual cubic meter volume of Drinking Water over the
Term starting on the Commencement Date to be paid for by Bruce Power at the Water Rates which
will enable the Municipality to Break-even with such volume having been established by the
Municipality as being 312,075 m3.
"Municipal Engineer" means the party designated from time to time, by written notice to Bruce
Power, as Kincardine's municipal engineer, which party, as at the Effective Date, is BMROSS.
"Municipality" has the meaning ascribed to it in the preamble herein.
"Non-Defaulting Party" has the meaning ascribed to it in Section 7.4 herein.
"Operating Protocol" has the meaning ascribed to it in Section 2.5 herein.
"OPG" means Ontario Power Generation Inc.
"Parties" means collectively the Municipality or Kincardine (denoting the same entity, as noted
in the preamble herein) and Bruce Power and "Party" means any one of the Municipality,
Kincardine or Bruce Power.
"Person" means any individual, partnership, limited partnership, joint venture, syndicate,
company or corporation with or without share capital, trust, trustee, executor, administrator or
other legal personal representative, governmental authority or entity however designated or
constituted.
"Phase 1" means the preliminary phase of the Project, being undertaken and funded pursuant to
the 2022 Funding Agreement, within which the Phase 1 Scope of Work is performed. Such Phase
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commenced in August of 2022 and is scheduled to be completed in October of 2023, as such dates
may be adjusted by written agreement from time to time by the Parties, each acting reasonably.
"Phase 1 All-In Estimate" means all costs set out in the Class 3 Estimate plus the then estimated
additional Total Costs to the extent such costs are not accounted for in the Class 3 Estimate.
"Phase 1 Scope of Work" means:
(a) all of the work contemplated by the 2022 Funding Agreement entailing four sub-phases
comprised of(i)public consultation, (ii) environmental/archeological/geotechnical studies
(including completion of the Schedule C Class EA), (iii) technical analysis and (iv)preliminary
design and drawings; and
(b) all of the work required to identify and agree on location and size of and price for the
property, if any, required pursuant to Subsection 3.3.2 for purposes of constructing the primary
booster pumping station along with the work required to enter into an option to purchase the land
for such booster pumping station if it is determined to be required,
(c) all of the work required to identify and agree on the physical facilities that are required to be
constructed up to the Connection Point in order to provide the Bruce Site with Drinking Water
from the Kincardine Drinking Water System, a preliminary list of which is set out herein as
Schedule C, such list to be revised and finalized by Bruce Power and Kincardine, each acting
reasonably,prior to the commencement of Phase 2,
(d)Parties working collaboratively to reach agreement upon the applicable percentages for the
Proportionate Share attributable to each party for each of the Physical Facilities and for the
design cost for the expansion of the WTP,
unless Bruce Power or the Municipality exercises a termination right in accordance with
Subsection 1.2.6, and, by the end of which a Class 3 Estimate and a Phase 1 All-In Estimate are
delivered to Bruce Power for consideration.
"Phase 2" means the intermediate phase of the Project within which the Phase 2 Scope of Work
is performed. Such Phase is scheduled to commence in November of 2023 and to be completed in
February of 2024, as such dates may be adjusted by written agreement from time to time by the
Parties, each acting reasonably.
"Phase 2 All-In Estimate" means all costs set out in the Class 2 Estimate plus the then estimated
additional Total Costs to the extent such costs are not accounted for in the Class 2 Estimate.
"Phase 2 Scope of Work" means:
(a) the work required to finalize the design, prepare the "for construction" drawings, facilitate the
issuance of the Tender for the construction and commissioning of the Physical Facilities and the
expansion of the WTP by the Municipality and receipt of bids from the bidders unless Bruce Power
or the Municipality exercises a termination right in accordance with Subsection 1.2.6, and, by the
end of which a Class 2 Estimate and a Phase 2 All-In Estimate are delivered to Bruce Power for
consideration.
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"Phase 3" means the penultimate post-Tender phase of the Project within which Phase 3 Scope of
Work is performed. Such Phase is scheduled to commence in March of 2024 and to be completed
in February of 2025, as such dates may be adjusted by written agreement from time to time by the
Parties, each acting reasonably.
"Phase 3 Scope of Work" means the work required to award each Construction Contract,
complete the construction and commissioning of the Physical Facilities and the WTP expansion
and tie-in the Kincardine Drinking Water System to the Bruce Power infrastructure via the
Connection Point to facilitate the supply of Drinking Water to the Bruce Site and includes the work
required to exercise the option for a purchase of the property, if any, required pursuant to
Subsection 3.3.2 for purposes of constructing the primary booster pumping station.
"Phase 4" means the final operational phase of the Project within which the Phase 4 Scope of
Work is performed. Such Phase is scheduled to commenced in March,2025 and to run for the then
remaining duration of the Term of this Agreement, as such dates may be adjusted by written
agreement from time to time by the Parties, each acting reasonably.
"Phase 4 Scope of Work" means the Municipality supplying and delivering Drinking Water to
the Bruce Site and operating and maintaining the Kincardine Drinking Water System, including
the Physical Facilities and the WTP, up to the Connection Point and Bruce Power collecting and
using such Drinking Water subject to payment of the Water Charges, all as further described
herein.
"Phases" means collectively Phase 1,Phase 2,Phase 3 and Phase 4 and"Phase" means each such
phase taken individually.
"Project" means the aggregate of the works and services to be performed and completed during
the Phases.
"Proportionate Share" means the portion of the capital cost of the design and construction of
each of the Physical Facilities and for the design cost for the expansion of the WTP that each Party
will pay, based on the amount of the service or benefit that each Party receives from each such
Physical Facility, expressed as a percentage, as such percentages are agreed to by the Parties as
part of the Phase 1 Scope of Work. For clarity, it is expected that the service or benefit received
by Bruce Power is likely to be different for each Physical Facility and, accordingly, the
Proportionate Share attributable to each Party is likely to be different for each Physical Facility.
"Physical Facilities" means, with the exception of the WTP, the physical facilities that are
required to be constructed up to the Connection Point in order to provide the Bruce Site with
Drinking Water from the Kincardine Drinking Water System, a preliminary list of which is set out
herein as Schedule C, such list to be revised and finalized by Bruce Power and Kincardine, each
acting reasonably,prior to the commencement of Phase 2.
"Rates Bylaw" means the Kincardine Consolidated Rates and Fees By-law, current as of the
Effective Date, as the same may be amended from time to time.
"Remaining Buy-In Contribution Invoice"has the meaning ascribed to it in Subsection 3.2.4(vi)
herein.
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"Remaining Capital Contribution Invoice"has the meaning ascribed to it in Subsection 3.3.5(vi)
herein.
"Schedule C Class EA" has the meaning ascribed to it in the recitals herein.
"Standard Interest Rate" means the interest rate payable by all the Municipality's utility
customers, being 1.25% per month as at the Effective Date, applied on the first day of default as
well as on the first day of each month thereafter, as such rate may be adjusted from time to time.
"Stantec" has the meaning ascribed to it in the recitals herein.
"Tender" has the meaning ascribed to it in Section 4.3 herein.
"Term" has the meaning ascribed to it in Section 8.1 herein.
"Total Cost" means the total costs payable during Phase 3, including, as applicable, the costs
payable pursuant to the Construction Contracts, for:
(i) solely as it relates to the WTP, the completion of the WTP, with such costs being payable
through the Bruce Power Buy-in Contribution mechanism described in Section 3.2 herein; and
(ii)solely as it relates to the Physical Facilities,the completion of the Physical Facilities,with such
costs being payable through the Bruce Power Capital Contribution mechanism described in
Section 3.3 herein,
in each case, including all reasonable, actual and substantiated third party costs related to design,
approvals, construction, taxes, property acquisition, interest costs and all other reasonable third
party costs incurred by Kincardine in respect of the obligations set out in this Agreement up to the
Commencement Date; provided, for clarity, such costs do not include costs incurred by or in any
way related to Kincardine staff.
"Uncontrollable Circumstance"means any event or condition causing interruption of service or
reduction in capacity of the Kincardine Drinking Water System which event or condition is beyond
the reasonable control of or could not reasonably be anticipated by, the Municipality or Bruce
Power, and is being relied upon as justification for a delay in or non-performance of any obligation
of Bruce Power or the Municipality pursuant to this Agreement and shall include but not be limited
to:
(i) an act of God, landslide, lightning, earthquake, hurricane, flood, tornado, fire, explosion,
acts of public enemy, war, blockade, strike, supply chain issues, sabotage, insurrection, riot,
nuclear event or public disturbance;
(ii) loss or inability to obtain service from any utility (such as a power utility), which service
is needed by the Municipality to operate the Kincardine Drinking Water System or by Bruce Power
to take and use the Drinking Water;
(iii) an unanticipated watermain break caused by an event or condition that is beyond the
reasonable control of, and could not have been reasonably anticipated by, the Municipality; and
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(iv) an unanticipated impact(increase or decrease) on demand for the Drinking Water
provided,however,that a failure by a Party to perform its obligations under this Agreement arising
from or related to such Party's insufficient cash flow or its economic or financial condition
generally, shall not constitute an Uncontrollable Circumstance.
"Volume Charge" has the meaning ascribed to it in Subsection 3.4.2 herein.
"Water Charges" has the meaning ascribed to it in Subsection 3.4.2 herein.
"Water Rates" means the rate or rates for all customers of the Municipality within the same
category as Bruce Power, which rate or rates are currently set out in the Rates Bylaw as being
$1.10 per cubic metre plus a flat rate monthly charge, both of which may change from time to
time, in accordance with the Rates Bylaw and this Agreement.
"Water Services" has the meaning ascribed to it in the recitals herein.
"WTP" means the Kincardine Water Treatment Plant.
"WTP Construction Contract Invoice" has the meaning ascribed to it in Subsection 3.2.4(iii)
herein.
"WTP Design Invoice" has the meaning ascribed to it in Subsection 3.2.4(i) herein.
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1.2 Phasing Mechanism
The Parties agree that:
1.2.1 Phase I Scope of Work— The Phase 1 Scope of Work will be completed by Stantec, with
oversight by the Municipal Engineer and Kincardine. For avoidance of doubt, the estimates
required during Phase 1 shall be prepared and delivered by Stantec.
1.2.2 Phase 2 Scope of Work— The Phase 2 Scope of Work shall, subject to Subsection 1.2.6
below, follow the completion of the Phase 1 Scope of Work and it is anticipated that the Phase 2
Scope of Work will be completed by Stantec.For avoidance of doubt,the estimates required during
Phase 2 shall be prepared and delivered by Stantec.
1.2.3 Phase 3 Scope of Work— The Phase 3 Scope of Work shall, subject to Subsection 1.2.6
below, follow the completion of the Phase 2 Scope of Work and shall include such other duties
and obligations specified as being the responsibility of the Municipality for Phase 3 as set out in
this Agreement.
1.2.4 Cost Caps — Bruce Power shall be responsible for the third party costs of completing the
scopes of work in each Phase. As it relates to the Phase 1 scope of work, the Parties have agreed
to a total cap of $544,914.22 (plus HST). The Parties have agreed that the cap for the Phase 2
Scope of Work shall be determined by the Parties, each acting reasonably, at the end of Phase 1,
with each Party being responsible for its Proportionate Share of the design costs for the expansion
of the WTP. The Parties have agreed that both the Phase 1 cap and the Phase 2 cap amounts may
be amended by written agreement of the Parties. The costs of the Phase 3 Scope of Work shall be
determined in accordance with the applicable provisions of Article 3 herein. Notwithstanding
anything else in this Agreement,the Parties agree that no exceedance of any of the Phase caps will
be permitted without the prior written approval of Bruce Power.
1.2.5 Phased Evaluations — There will bean evaluation jointly conducted by Bruce Power and
Kincardine at the end of each of the Phase 1 and Phase 2 scopes of work prior to the Parties
agreeing, each acting reasonably, to proceed to the subsequent Phase. During Phase 3, Kincardine
will provide monthly status reports, including costing updates, to Bruce Power and Bruce Power
shall engage in its own evaluation and analyses in relation to the contents of such reports.
1.2.6 Phase I and Phase 2 Off-Ramps
1.2.6.1 If, during the performance of the Phase 1 Scope of Work, Bruce Power exercises its
right under the 2022 Funding Agreement to terminate the 2022 Funding Agreement at
any time prior to the commencement of Phase 2, this Agreement shall automatically
terminate and be of no further force or effect and Bruce Power shall have no further
liability whatsoever to the Municipality under this Agreement; and
1.2.6.2 Subject to Subsection 1.2.6.1 above, at the end of each Phase 1 and Phase 2 evaluation
conducted pursuant to Subsection 1.2.5 above(the date of submission to Bruce Power
of the Phase 1 All-In Estimate and the Phase 2 All-In Estimate being considered the
end of such Phase 1 and Phase 2, respectively, for purposes of this Subsection 1.2.6),
either one of Bruce Power or Kincardine will have the right, at its sole discretion, to
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terminate this Agreement. As part of Phase 1 and Phase 2,respectively, each Party shall
have 30 days following the date of receipt of the Phase 1 All-In Estimate or the Phase
2 All-In Estimate, depending on the Phase, to notify the other Party, in writing, of its
decision to terminate the Agreement, effective from the date of such written notice. If
such termination right is exercised at the end of Phase 1 or Phase 2, then: (a) Bruce
Power's sole liability on account of such termination shall be the actual reasonable and
substantiated third party costs incurred to the date of termination, in each case up to the
cost cap, as set out in Subsection 1.2.4, related to the Phase within which such
termination occurs; and (b) the Municipality shall be liable for payment of its
Proportionate Share of the costs of designing the expansion of the WTP, should the
Municipality trigger the termination right pursuant to this Subsection 1.2.6.2.
1.2.7 Phase 3—If the Agreement is not terminated following the completion of the Phase 2 Scope
of Work, then the provisions set out in the remainder of this Agreement shall be in full force and
effect and be applicable to Bruce Power and Kincardine. Subject to section 7.4 of this Agreement,
for clarity and without limiting the generality of the foregoing, Bruce Power shall not have a right
to terminate this Agreement during Phase 3 once one or more Construction Contracts for the Phase
3 Works is awarded by the Municipality in accordance with the terms of this Agreement including
section 4.3 of this Agreement.
1.2.8 Intentionally Deleted.
1.2.9 Phase 4 — If the Agreement is not terminated earlier in accordance with its terms, then
Phase 4 shall commence on the Commencement Date and amounts payable by Bruce Power in
relation to such Phase shall be made pursuant to Section 3.4 herein.
1.2.10 Kincardine Oversight — Notwithstanding any other provision of this Agreement, during
any of the Phases, where the Municipal Engineer is providing input, sign-off, certification or
performing some similar obligation, the Municipality shall have ultimate responsibility for the
oversight of the Project, including those matters being addressed by the Municipal Engineer.
Article 2
DUTIES AND SERVICES IN PROVIDING WATER
AND DURING CONSTRUCTION AND OPERATIONS —PHASE 3 AND PHASE 4
2.1 Duties of the Municipality
The Municipality agrees:
2.1.1 Water Supply — to construct the Physical Facilities, or cause the Physical Facilities to be
constructed,and continuously supply Drinking Water 24 hours a day/7 days a week to Bruce Power
on the terms and conditions, and subject only to the exceptions, expressly set forth in this
Agreement. The Physical Facilities shall be constructed in compliance with Good Construction
Practices and in accordance with each Construction Contract and this Agreement, as applicable.
The Municipality shall have total control of the construction and commissioning work to be
performed up to the Connection Point and shall effectively direct and supervise such work so as
to ensure conformity with each Construction Contract and this Agreement. Further, the
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Municipality shall be solely responsible for construction means, methods, techniques, sequences,
and procedures and for co-ordinating the various parts of the construction and commission work
to be performed up to the Connection Point.
2.1.2 Water Quality—to supply Drinking Water. Without limiting the generality of the foregoing
the Drinking Water supplied shall meet the quality requirements of the most recent applicable law
with respect to Drinking Water and as described in the Municipality's most recent Municipal
Drinking Water License and Drinking Water Works Permit.
2.1.3 Delivery Point and Pressure — to deliver the Drinking Water supplied hereunder to the
Connection Point at such pressures as shall be determined from time to time by the Municipality
in consultation with Bruce Power, except during one or more Uncontrollable Circumstances such
pressures, at all times being no less than an agreed minimum threshold and no more than an agreed
maximum threshold such thresholds to be set by the Parties, each acting reasonably, at the
conclusion of Phase 1 following completion of the conceptual design. Upon delivery to the
Connection Point, all right, title and interest in the Drinking Water supplied hereunder shall be
transferred to and vested in Bruce Power for use as may be required by Bruce Power within the
Bruce Site.
2.1.4 Water Quantity—to deliver such quantity of Drinking Water as Bruce Power may require
from time to time, to the Connection Point, so long as, subject to Subsection 3.4.7, the quantity
does not exceed the Bruce Power Flow Requirement, unless the Municipality authorizes an
increase pursuant to Subsection 5.1.2 herein, in which event then so long as the quantity does not
exceed such increased amount, all subject only to Uncontrollable Circumstance.
2.1.5 Volume Metering — to install, maintain, repair, inspect, read, test, calibrate and alter, as
necessary, such equipment and associated valves (collectively the "Meter") located at the
Connection Point as may be necessary for the purpose of recording the volume or rate of flow of
Drinking Water supplied and delivered to Bruce Power.
2.1.6 Flow Control—to install,maintain,repair, inspect, alter and test such equipment, including
necessary alarms, as may be required for the purpose of controlling the flow of Drinking Water
through the Meter, including the remote control of such equipment if and as required.
2.1.7 Monthly Reporting — to record the readings from the Meter monthly for the purpose of
calculating the monthly volume of Drinking Water supplied and delivered to Bruce Power.
2.1.8 Meter Calibration — to carry out the calibration of the Meter annually, as required by
applicable legislation permit or license.
2.1.9 Meter and Connection Point Maintenance — to maintain the Meter, the equipment at the
Meter Chamber and the Connection Point at a frequency of not less than that recommended in the
literature published by the manufacturer of the Meter and in accordance with applicable laws and
standards throughout the entire Term.
2.1.10 Calibration Reporting — to provide promptly the results of all calibration testing of the
Meter to Bruce Power.
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2.1.11 Skilled Personnel—and represents and warrants to Bruce Power that it has, and shall have,
and any employee or other Person that it may retain to help perform the services hereunder has,
and shall have, the necessary skills, training and qualifications to provide services in accordance
with the provisions of this Agreement and applicable laws and standards.
2.1.12 Intentionally Deleted.
2.1.13 Compliance with Construction Contract— that it shall comply with all of its obligations
under each Construction Contract, in accordance with the applicable terms of each such
Construction Contract.
2.1.14 Payments to Construction Contractor — that it shall pay all amounts payable to each
Construction Contractor when due and payable under each Construction Contract in accordance
with the applicable terms of each such Construction Contract.
2.1.15 Operation and Maintenance of Kincardine Drinking Water System — that, following the
construction and commissioning of the Physical Facilities, it shall:
(i) operate, maintain and repair the Kincardine Drinking Water System, in accordance with
good industry practice and good operating practices;
(ii) perform its remaining obligations using suitably qualified personnel;
(iii) obtain, maintain and comply with all necessary permits and approvals which are required
to operate and maintain the Kincardine Drinking Water System
all of the foregoing to be performed in accordance with all applicable laws, throughout the Term
of this Agreement and any renewals or extensions thereof. For avoidance of doubt, in the event of
damage to the Kincardine Drinking Water System, the Municipality shall rectify such damage in
a timely manner so as to facilitate continued performance of its obligation pursuant to this
Subsection 2.1.14.
2.1.16 Cost Substantiation and Audit Rights — to require the Municipal Engineer to substantiate
all amounts comprising the Total Costs for which it is seeking payment by Bruce Power at all
times up to the Commencement Date. In addition, in the interest of, and to facilitate, transparency,
provide Bruce Power with rights to audit(i) all amounts comprising the Total Costs at all times up
to the Commencement Date and (ii) each Construction Contract and the associated costs and
correspondences between the Municipality and each Construction Contractor during the term of
each Construction Contract, in each case, upon reasonable request from Bruce Power.
2.2 Duties of Bruce Power
Bruce Power agrees:
2.2.1 Intentionally Deleted
2.2.2 Payment — to pay all of the Bruce Power Capital Contribution, Bruce Power Buy-In
Contribution, and Water Charges in accordance with Article 3 of this Agreement.
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2.2.3 Bruce Site Water Facilities — to design, construct and maintain Drinking Water facilities
from the Connection Point to and within the Bruce Site in accordance with Good Construction
Practices and applicable law. Bruce Power shall have total control of the construction and
commissioning work to be performed within the Bruce Site. Further, Bruce Power shall be solely
responsible for construction means, methods, techniques, sequences, and procedures and for co-
ordinating the various parts of the construction and commission work to be performed within the
Bruce Site.
2.3 Duties Regarding Temporary Shut Down
2.3.1 Periodic Temporary Shutdowns — If required, the Municipality shall have the right to
schedule periodic temporary shutdowns of the Kincardine Drinking Water System for required
scheduled maintenance, repair and alteration, not to exceed in any event one Business Day;
provided that the Municipality provides reasonable prior notice to Bruce Power. If the
Municipality is of the view that a period of shut down greater than one Business Day is required,
the Municipality is required to seek prior approval from Bruce Power, such approval not to be
unreasonably withheld or delayed.
2.3.2 Schedule— The Municipality consults with Bruce Power and establishes a schedule to the
greatest extent possible that coincides with temporary periodic shutdowns so as to minimize
disruption of operations of the Bruce Site; and
2.3.3 Protocol —The Municipality and Bruce Power have established a mutually agreed upon
protocol with respect to the procedures leading up to temporary shutdown, during temporary
shutdown, and during the resumption of regular operations as per Schedule E.
2.4 Flow Reduction Protocol
In the event the Kincardine Drinking Water System is not capable of operating at capacity to meet
the requirements of all of the users and the Bruce Power Flow Requirement cannot be met in full
at any time, the water flow available to Bruce Power shall be provided based upon the relevant
provisions within the Operating Protocol as per Schedule E.
2.5 Operating Procedures and Communications
The Parties have prepared operating procedures and communications protocols for operations (the
"Operating Protocol") a copy of which is attached as Schedule "E". The Parties agree to comply
with and coordinate their respective day-to-day operations in accordance with the Operating
Protocol. Each Party agrees to consider, acting reasonably, any amendments to the Operating
Protocol that may be suggested by the other Party.
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Article 3
BUY-IN, CAPITAL, AND WATER RATE CHARGES,
INVOICING AND REPORTS
3.1 Principles for Cost Sharing
The general principle of no cross subsidization between Bruce Power and other users of the
Kincardine Drinking Water System including that the financial contributions to be made by Bruce
Power to permit the supply of Drinking Water to the Bruce Site are that Kincardine should not
incur any costs to put in place the Physical Facilities required to allow the supply of the Bruce
Power Flow Requirement and Bruce Power should not be required to provide funding beyond its
Proportionate Share of the cost of operation or expansion of the Kincardine Drinking Water
System during the Term of this Agreement.Notwithstanding the foregoing,and for greater clarity,
Bruce Power and Kincardine acknowledge and agree that(a) the post-construction operating costs
associated with the Kincardine Drinking Water System will be the responsibility of the
Municipality; (b) where the required works are for the sole benefit of Bruce Power, Bruce Power
will pay solely the Total Cost payable by Bruce Power pursuant to Section 3.3 below; (c) where
the works are for the sole benefit of Kincardine or its other users, Kincardine will pay the Total
Cost; (d) where works have a mutual benefit, there will be a sharing of costs in accordance with
each Party's Proportionate Share ,with Bruce Power's maximum payment obligation being solely
that payable by Bruce Power pursuant to Section 3.2 below and (e) the costs attributed to, and
payable by, Bruce Power as reflected in Section 3.2 to and including Section 3.4 comprise, in the
aggregate, all costs payable by Bruce Power pursuant to and in accordance with this Agreement
for the Project. For greater certainty, and subject only to Subsection 3.7.1 below, the Parties
acknowledge and agree that, from and after the commencement of Phase 4, Bruce Power shall
have no obligations for capital contributions, other than as set out in Section 3.7 below, buy-in or
similar types of payments to the Municipality, its contractors, subcontractors or any other Person
whether or not associated or affiliated with the Municipality. The Parties acknowledge and agree
that the Water Rates, which are a component of the Water Charges, include an amount on account
of future replacement of capital assets. For clarity, during Phase 4, Bruce Power shall be obligated
to pay the Water Charges, in accordance with the provisions of this Agreement
3.2 Bruce Power Buy-in Contribution
3.2.1 Purpose—The purpose of the Bruce Power Buy-in Contribution is to provide Bruce Power
with the right to connect to the Kincardine Drinking Water System and an obligation to fund Bruce
Power's proportionate share of the Total Costs of the expansion of the WTP as required to expand
the Kincardine Drinking Water System. The Total Costs of the expansion of the WTP and scope
of expansion of the Kincardine Drinking Water System shall be determined in accordance with
section 3.2.2 following Phase 2 and implemented during Phase 3, to facilitate the treatment of
sufficient water to provide Drinking Water to meet the Bruce Power Flow Requirement.
3.2.2 Basis of Calculation— The Bruce Power Buy-in Contribution will be a one-time charge to
Bruce Power,payable in accordance with Subsection 3.2.4 below, and derived by multiplying the
water service component of the Development Charge for a Single Dwelling Unit as set out in the
most recent Kincardine Development Charges By-law by 1,616, which is Bruce Power's Flow
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Requirement of 2,764 m3/day, divided by the estimated usage of a Single Dwelling Unit which is
1.71 m3/day.
3.2.3 For Water Treatment Capacity — Through payment of the Bruce Power Buy-in
Contribution, Bruce Power agrees to pay its proportionate share of the Total Costs of increasing
the capacity of the WTP for purposes of supplying Drinking Water to the Bruce Site. If the Total
Costs of the expansion of the WTP exceed the amount paid on account of the Bruce Power Buy-
In Contribution,then,following an agreed reconciliation of the Total Costs,Bruce Power shall pay
to the Municipality, Bruce Power's Proportionate Share of the amount by which the Total Costs
of the WTP exceed the Bruce Power Buy-in Contribution.
3.2.4 Payment of the Bruce Power Buy-in Contribution Bruce Power agrees to pay the Bruce
Power Buy-in Contribution on or before the Commencement Date. The process associated with
the fulfilment of such payment obligation shall be as follows:
(i) on or before the start of Phase 2, the Municipality shall advise Bruce Power of its
Proportionate Share of the cost of the WTP design and issue a one-time invoice to Bruce Power,
reflecting such Proportionate Share amount payable by Bruce Power (the "WTP Design
Invoice");
(ii) Bruce Power shall pay all undisputed amounts payable pursuant to the WTP Design
Invoice to the Municipality or its designate within 30 days of receipt of such WTP Design Invoice;
(iii) on or before the start of Phase 3 and the award of a Construction Contract therefor by the
Municipality in accordance with the terms of this Agreement, the Municipality shall issue a one-
time invoice to Bruce Power reflecting the amount of the Construction Contract for the WTP
treatment capacity upgrade (the"WTP Construction Contract Invoice");
(iv) Bruce Power shall pay all undisputed amounts payable pursuant to the WTP Construction
Contract Invoice to the Municipality or its designate within 30 days of receipt of such WTP
Construction Contract Invoice and prior to the award of a Construction Contract therefor by the
Municipality in accordance with the terms of this Agreement. The Municipality shall execute the
WTP Construction Contract within ten (10) Business Days of payment of such invoice by Bruce
Power to the Municipality; and
(v) Upon completion of the construction of the WTP, the Municipality shall conduct a
reconciliation process to determine any overpayment or underpayment by Bruce Power on the
WTP Construction Contract Invoice issued pursuant to Subsection 3.2.4(iii) above. The
Municipality shall also advise Bruce Power of any overpayment or underpayment by Bruce Power
in capital costs payable by Bruce Power in relation to the WTP treatment capacity upgrade. If the
Municipality determines that there has been an underpayment, Bruce Power shall pay all
undisputed amounts payable pursuant to this Subsection 3.2.4(v)following issuance of a one-time
invoice for same from the Municipality. Such invoice shall be payable to the Municipality or its
designate within 30 days of receipt of same by Bruce Power. If the Municipality determines that
there has been an overpayment, Municipality shall refund such amount to Bruce Power within 30
days of such determination. Bruce Power shall be entitled to request, and upon such request
Municipality shall provide, supporting documentation to verify the foregoing reconciliation.
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(vi) If there are any amounts comprising the Bruce Power Buy-In Contribution remaining to be
paid by Bruce Power to the Municipality following receipt of the payment made under Subsection
3.2.4(v) above, then the Municipality shall issue a one-time invoice to Bruce Power reflecting the
balance of the Bruce Power Buy-In Contribution (the "Remaining Buy-In Contribution
Invoice") on the Commencement Date;
(vii) Bruce Power shall pay all undisputed amounts payable pursuant to the Remaining Buy-In
Contribution Invoice to the Municipality or its designate within 30 days of receipt of such
Remaining Buy-In Contribution Invoice.
Late payments will be subject to interest at the Interest Rate and errors or omissions in the
invoicing shall be addressed in accordance with the procedures set out in Section 3.6 below,subject
to application of the Interest Rate and not the Standard Interest Rate.
3.3 Bruce Power Capital Contribution
3.3.1 Purpose — The purpose of the Bruce Power Capital Contribution is to allow Bruce Power
to fund the costs of the Physical Facilities required to expand the Kincardine Drinking Water
System pursuant to this Agreement, as determined following Phase 2 and implemented during
Phase 3. For clarity, the amounts to be paid by Bruce Power pursuant to Subsections 3.3.2 to and
including 3.3.5 below collectively comprised all of the Total Costs payable to the Municipality by
Bruce Power.
3.3.2 For Booster Pumping Capacity—Bruce Power agrees to pay the Total Costs of providing
a primary booster pumping station, if determined to be required,which is a Physical Facility listed
in Schedule C as item 1, along the route of the existing watermain extending from the WTP to the
Bruce Site. The Total Cost is to include the costs of any property required to be purchased, as
agreed by the Parties each acting reasonably, to allow the pumping station to be constructed and
all applicable legal fees and taxes (including land transfer tax)for such property. Notwithstanding
the foregoing,the Municipality shall not agree to the purchase of property without the prior written
approval of Bruce Power, acting reasonably.
3.3.3 For the Watermain Extension—Bruce Power agrees to pay the Total Cost of extending the
watermain, which is a Physical Facility listed in Schedule C as item 4, from its existing terminus
at the intersection of Alma Street and Albert Road in the community of Inverhuron to the Bruce
Site.
3.3.4 For Treated Water Storage Bruce Power agrees to pay the Total Cost of the Drinking
Water storage facility, which is a Physical Facility listed in Schedule C as item 3, consisting of a
specified volume to be determined at the end of Phase 1 or alternatively, Bruce Power shall pay
its Proportionate Share of the Total Costs of providing Drinking Water storage facilities consistent
with the increase in storage volume required as a consequence of supplying Drinking Water to the
Bruce Site. Whether Bruce Power pays the total cost or a volumetric Proportionate Share will
depend on the final design and function of the Drinking Water storage facility to be determined at
the end of Phase 1 and prior to the commencement of Phase 2. Should the Municipality require an
increase in storage capacity over and above the Bruce Power specified volume, Bruce Power shall
pay its Proportionate Share of the Total Costs of the storage facilities.
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3.3.5 Payment of the Bruce Power Capital Contribution Bruce Power will pay its Proportionate
Share of the Physical Facilities as the Phase 3 work proceeds in accordance with each Construction
Contract and the following procedure:
(i) Following execution and delivery by the Municipality of a copy of each Construction
Contract to Bruce Power, the Municipality shall submit a written request for funding, in respect of
each such Construction Contract(each a"Funding Request");
(ii) Each Funding Request shall be submitted to Bruce Power at least 30 days prior to the
commencement of work under the applicable Construction Contract and shall include, at a
minimum, (a)an amount being requested of no greater than the estimated projected cost of the first
three months of work to be performed pursuant to an agreed construction schedule(the"Funding
Threshold"); (b) an invoice for the amount of the Funding Threshold and (c) a letter from the
Municipal Engineer substantiating such Funding Threshold;
(iii) Bruce Power shall, within 14 days of receipt of the invoice for the applicable payment,
included in the Funding Request,pay such Funding Threshold amount to the Municipality for use
as the work under the applicable Construction Contract progresses.
(iv) Over the term of each Construction Contract, the Municipality may provide Bruce Power
with a written monthly report, at the end of any month during such term, of the amount by which
the Funding Threshold was decreased over the course of such month (the "Erosion Amount").
Where such a monthly report has been issued, it shall include an invoice for the Erosion Amount
and a letter from the Municipal Engineer substantiating the Erosion Amount. Bruce Power shall
pay to the Municipality or its designate, on within 14 days of receipt of the invoice for the Erosion
Amount, all undisputed amounts payable in relation to the Erosion Amount;
(v) Such payments of the undisputed Erosion Amount shall be made by Bruce Power, in
accordance with the terms of this Agreement and in relation to each Construction Contract, until
three months prior to the end of each such Construction Contract,at which time,and subject always
to the change mechanism set out in each Construction Contract, the Municipality shall use what
remains of the Funding Threshold amount in relation to each Construction Contract to make
payments for work performed by the Construction Contractor pursuant to each such Construction
Contract;
(vi) On or before the Commencement Date, the Municipality shall conduct a reconciliation
process to determine any overpayment or underpayment by Bruce Power of the Total Costs for the
Bruce Power Capital Contribution. If the Municipality determines that there has been an
underpayment, the Municipality shall issue a one-time invoice to Bruce Power reflecting the
balance owing with respect to the Total Costs of the Bruce Power Capital Contribution (the
"Remaining Capital Contribution Invoice") on the Commencement Date. If the Municipality
determines that there has been an overpayment, Municipality shall refund such amount to Bruce
Power within 30 days of such determination. Bruce Power shall be entitled to request, and upon
such request Municipality shall provide, supporting documentation to verify the foregoing
reconciliation.
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(vii) Bruce Power shall pay all undisputed amounts payable pursuant to the Remaining Capital
Contribution Invoice to the Municipality or its designate within thirty (30) days of receipt of such
Remaining Buy-In Contribution Invoice. Late payments will be subject to interest at the Standard
Interest Rate and errors or omissions in the invoicing shall be addressed in accordance with the
procedures set out in Section 3.6 below.
3.3.6 Municipality Receipt of Funding — In the event the Municipality receives government
funding currently or in the future relating to the Kincardine Capital Contribution such funding
shall reduce the Total Cost on the same proportionate basis as contributions were determined and
the Bruce Power Capital Contribution shall be recalculated, and the Bruce Power payments
pursuant to Article 3 shall be reduced, reimbursed, refunded and/or readjusted accordingly.
3.4 Volume and Related Charges
3.4.1 Obligation for Water Charges — During Phase 4, Bruce Power shall pay to the
Municipality, or its designate, the Water Charges for Drinking Water supplied and delivered by
the Municipality pursuant to this Agreement, which charges shall be as described in Subsection
3.4.2 below.
3.4.2 Volume and Related Charges — Subject to the other provisions of this Section 3.4, the
monthly charges for Drinking Water supplied and delivered by the Municipality to Bruce Power
shall be equal to the sum of (a) the product achieved by multiplying the then applicable Water
Rate, by the total volume of water passing through the Connection Point in such month as
determined herein (the "Volume Charge") ; and (b) a monthly lump sum fee on account of
ancillary charges related to the Water Rate (the "Fixed Charge"), consistent with values
established by Kincardine and published in the Rate Bylaw (the Volume Charge and the Fixed
Charge collectively, the "Water Charges").
3.4.3 Monthly Invoice Issuance and Payment—The Municipality shall issue a monthly utility bill
to Bruce Power, reflecting the Water Charges payable by Bruce Power pursuant to Subsection
3.4.2 above. Bruce Power shall pay all undisputed amounts payable pursuant to the utility bill to
the Municipality or its designate by the due date reflected on the utility bill. Late payments will be
subject to interest at the Standard Interest Rate and errors or omissions in the invoicing shall be
addressed in accordance with the procedures set out in Section 3.6 below. Applicable fees payable
pursuant to the Consolidated Rates and Fees By-law of the Municipality, as amended from time to
time, may also apply.
3.4.4 Estimated Volume — If the Municipality or its designate determines that the supply and
delivery of Drinking Water to Bruce Power has not been recorded or has not been recorded
accurately for any period of time, the Municipality or its designate shall reasonably estimate the
average volume of Drinking Water supplied and delivered to Bruce Power during such period of
time based upon the data documented for and relating to the corresponding period of time during
the previous month or year, as applicable.
3.4.5 Rate Increases —Bruce Power acknowledges that the Municipality shall review the Water
Charges in accordance with the Consolidated Rates and Fees By-law of the Municipality, or such
review may occur from time-to-time at the Municipality's discretion.
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3.4.6 No Subsidization — The Municipality acknowledges and agrees that it will at no time
require Bruce Power, and Bruce Power shall have no obligation, to inequitably subsidize Water
Charges attributable to and/or payable by any other customer of the Municipality.
3.4.7 Temporary Increase in Bruce Power Flow Requirement- During the Term, Bruce Power
may request a temporary increase in the Bruce Power Flow Requirement, which request shall
include the specified time period of the temporary increase, and Kincardine shall consider such
request, acting reasonably. Bruce Power acknowledges that it shall not be unreasonable for the
Kincardine to refuse such request if such request:
3.4.7.1 imposes additional costs or expenses on Kincardine which Bruce Power is unwilling to
pay;
3.4.7.2 imposes additional operational concerns on Kincardine, including concerns in relation
to permits,that cannot be addressed to the satisfaction of Kincardine,acting reasonably;
3.4.7.3 imposes additional impacts upon the Physical Facilities that cannot be addressed to the
satisfaction of Kincardine, acting reasonably;
3.4.7.4 creates employee issues for Kincardine that cannot be addressed to the satisfaction of
Kincardine, acting reasonably;
3.4.7.5 unreasonably impacts other users of the Kincardine Drinking Water System; or
3.4.7.6 the duration or the frequency of the temporary increase is such that it would reasonably
require adjustment of the cost sharing proportions set out in Section 3.
3.4.8 Minimum Annual Volume to Allow Kincardine to Break-even — Bruce Power
acknowledges, and Kincardine represents and agrees that it shall use the funds generated through
both the Volume Charge and the Fixed Charge to fund the cost of treating and delivering Drinking
Water as well as maintaining and funding the future replacement of the Physical Facilities and the
WTP expansion. The Parties acknowledge that the construction of the WTP expansion and the
Physical Facilities is expected to increase the amount of funds necessary to operate and fund future
replacement of such infrastructure. To ensure that Kincardine will Break-even in respect of such
incremental costs, should Bruce Power's annual consumption of Drinking Water in any year of
the Term starting on Commencement Date through to the expiry of the Term, to the extent not at
the fault of Kincardine (through a failure to perform its obligations under this agreement) or the
result of an Uncontrollable Circumstance declared by Kincardine, is less than the Minimum
Annual Consumption Kincardine shall be entitled to, and Bruce Power shall pay for, a Volume
Charge for the amount of Drinking Water that would bring such annual volume of Drinking Water
consumed by Bruce Power to the Minimum Annual Volume. On each anniversary of the
Commencement Date, Kincardine shall within 60 days of such anniversary provide Bruce Power
with a statement of its calculation of Bruce Power's consumption of Drinking Water for such year.
Bruce Power shall have 30 days to review such statement and may request supporting particulars
in respect of Kincardine's calculation which Kincardine shall promptly provide to Bruce Power.
If Bruce Power raises any objection to Kincardine's calculation the parties shall promptly meet to
resolve such objections. If Bruce Power raises no objections to Kincardine's calculation within
such 30 days Bruce Power shall be deemed to have accepted such calculation. Once the calculation
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has been agreed or deemed to have been agreed and if the calculation determines that a Break-
even payment is required, Kincardine shall issue a utility bill to Bruce Power for such amount..
Bruce Power shall pay all undisputed amounts payable pursuant to the utility bill to the
Municipality or its designate by the due date reflected on the utility bill. Late payments will be
subject to interest at the Standard Interest Rate and errors or omissions in the invoicing shall be
addressed in accordance with the procedures set out in Section 3.6 below.
3.5 Kincardine Capital Contribution
During Phase 3, Kincardine agrees to pay its share of the Total Costs for the Physical Facilities
and increasing the capacity of the WTP. Kincardine and Bruce Power will agree, each acting
reasonably to Bruce Power's share of such costs and, once agreed by the Parties, each acting
reasonably,the remainder of the Total Costs shall constitute the amount attributable to Kincardine.
3.6 Invoicing Error or Omission
If any error or omission is made in any payment notification, utility bill, statement of account or
invoice delivered to Bruce Power under this Agreement, the Municipality or its designate shall,
use commercially reasonable efforts to correct such error or omission in the notification, utility
bill, statement of account or invoice promptly, and in any event within five (5) Business Days
following the date on which such error or omission comes to the attention of the Municipality or
its designate. Bruce Power shall have the right to receive reasonable and substantiated back-up
information relating to each notification,utility bill, statement of account or invoice and shall have
the right to claim errors or omissions in respect of such notifications, utility bills, statements
of account or invoices. Bruce Power shall pay the outstanding amounts payable pursuant to such
notifications,utility bills, statements of account or invoices and shall engage in the process set out
in Article 7 — Disputes, to resolve the responsibility for payment in relation to the portion of the
notifications, utility bills, statements of account or invoices paid by Bruce Power which was
disputed by Bruce Power. If the disposition in the process undertaken pursuant to Article 7 is that
Bruce Power is liable for the disputed amount of the notifications, utility bills, statements
of account or invoices, Bruce Power shall, within 30 days of receipt of the disposition,pay to the
Municipality interest at the Standard Interest Rate. If the disposition is that Bruce Power was not
liable for the disputed amount paid, the Municipality shall, within 30 days of receipt of the
disposition, reimburse Bruce Power for the disputed amount paid by Bruce Power.
3.7 Secondary Booster Pumping Stations
3.7.1 Bruce Power v Vhare — If one or more secondary booster pumping stations or any
alternative infrastructure instead of such booster pumping stations, all of which is a Physical
Facility listed in Schedule C as Item 2, is identified as a future requirement during Phase 1, Bruce
Power agrees to pay its Proportionate Share of the Total Costs of such Physical Facility on the basis
of replacing the current excess capacity that Bruce Power displaces,which becomes the numerator
in a proportional share calculation where the denominator is the current excess capacity displaced
by Bruce Power plus any additional capacity Kincardine requires for Kincardine's own purposes
to provide service to areas not already serviced in the northern part of the Kincardine Drinking
Water System.For Bruce Power to pay its share, Kincardine is required to(i)provide Bruce Power,
by written notice, within 5 years of the Effective Date of its intent to construct such Physical
Facility and (ii) commence the construction of the secondary booster pumping station within 10
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years of the Effective Date. Kincardine shall provide Bruce Power with an estimate of the cost of
such Physical Facility at least 30 days prior to the end of Phase 2.
3.7.2 Kincardine's Vhare— Kincardine agrees to pay its Proportionate Share, which is equal to
the percentage amount of the Total Costs of a secondary booster pumping station that is not
attributable to Bruce Power as calculated in accordance with Subsection 3.7.1, at the time that a
secondary booster pumping station is designed and constructed, should one be required by
Kincardine to provide service to areas as described in Subsection 3.7.1.
3.7.3 Payment of Bruce Power^ Vhare --For clarity, the Parties acknowledge and agree that the
costs of the secondary booster pumping station shall be invoiced by Kincardine to Bruce Power
for Bruce Power's share, at the time of detailed design of the secondary booster pumping station
and such amount shall be payable by Bruce Power to Kincardine within 30 days of receipt of same
by Bruce Power. Kincardine will provide Bruce Power with a minimum of 18 months written
notice of Kincardine's intent to invoice. Upon completion of the construction of the secondary
booster pumping station, the Municipality shall conduct a reconciliation process to determine if
any overpayment or underpayment was made by Bruce Power pursuant to this subsection. If
Kincardine determines that there has been an underpayment,Bruce Power shall pay all undisputed
amounts payable pursuant to this Subsection 3.7.3 following issuance of a one-time invoice for
same from Kincardine. Such invoice shall be payable to Kincardine or its designate within 30 days
of receipt of same by Bruce Power. If Kincardine determines that there has been an overpayment,
Kincardine shall refund such amount to Bruce Power within 30 days of such determination. Bruce
Power shall be entitled to request, and upon such request Kincardine shall provide, supporting
documentation to verify the foregoing reconciliation.
3.8 Further Information
Upon request by a Party hereto, the other Party shall supply such written reports or other relevant
information as the requesting Party may reasonably require relevant to the proper administration
and delivery of services and invoicing pursuant to this Agreement.
Article 4
CONSTRUCTION OF THE KINCARDINE DRINKING WATER SYSTEM AND
COMMENCEMENT DATE
4.1 Responsibility for Construction
Kincardine will be responsible for the design, approvals, construction and commissioning of the
Physical Facilities required, up to the Connection Point, to supply the Bruce Site with Drinking
Water.
4.2 Coordination
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Subject to the Operating Protocol, Kincardine and Bruce Power will communicate on a regular
basis during the course of the Project at a mutually agreed frequency and by agreed methods,
including, without limitation, the delivery of a detailed monthly report from the Municipality's
engineer or other consultant reflecting, inter alia, the status of the Project over the course of such
month, the progress achieved, the remaining work to be completed, including updates on costs,
schedule,progress payments, change orders submitted for consideration, defaults, Uncontrollable
Circumstances, and other similar factors impacting the construction and commissioning processes
4.3 Required Covenants
4.3.1 Required Construction Contract Covenants — Kincardine acknowledges and agrees that
during Phase 2, it will engage in multiple concurrent competitive tender processes to identify one
or more contractor(s) (such processes collectively, the "Tender") to enter into one or more
contract(s) for the construction and commissioning of some or all of the Physical Facilities
required, up to the Connection Point, to supply the Bruce Site with Drinking Water (each a
"Construction Contract" and collectively, the "Construction Contracts"). Kincardine shall
ensure that the terms of the Tender and the Construction Contracts permit Kincardine to make full
disclosure to Bruce Power of all information related to the Tender and the respective Construction
Contract. Kincardine further acknowledges and agrees that each Construction Contract it
negotiates and enters into with a contractor (each a"Construction Contractor" and collectively,
the "Construction Contractors") shall, (a) be substantially in the form provided to Bruce Power
by the Municipality on July 6, 2023, for the Municipality's standard template (without material
amendment if prior approval has not been granted by Bruce Power, acting reasonably) and (b)
include provisions reflecting the concepts set out in Schedule D hereto. Further,Kincardine hereby
covenants and agrees to enforce, on Bruce Power's behalf, the provisions in each Construction
Contract reflecting the concepts set out in Schedule D.
4.3.2 Required Municipality Construction-Related Covenants — The Municipality hereby
covenants and agrees with Bruce Power to:
(i) provide Bruce Power with all default notices received from any Construction Contractor,
immediately following receipt of same and confer with, and obtain consent from, Bruce Power
prior to issuing a termination notice from the Municipality to a Construction Contractor. In
addition, Bruce Power shall, acting reasonably and after consultation with the Municipality, have
the right to require the Municipality to terminate any Construction Contract for actual default and
the Municipality shall comply with Bruce Power's direction. If Bruce Power does not consent to
the termination of a Construction Contract proposed by the Municipality, or if Bruce Power directs
the Municipality to terminate a Construction Contract, Bruce Power shall be responsible for the
reasonable and actual additional costs thereby incurred. If a Construction Contract is terminated
for default of the Construction Contractor, the Parties shall promptly collaborate to identify and
implement the most expeditious and affordable approach to complete the work that has not been
performed under such Construction Contract as of the date of termination, each Party acting
reasonably and in good faith;
(ii) add a supplemental condition to each Construction Contract entered into with a
Construction Contractor for the indemnity provision in the Construction Contract to include the
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"Funding Partner" as an Owner Indemnitee such that Bruce Power, as Funding Partner gains the
benefit of the indemnities from each Construction Contractor to the Municipality;
(iii) agree only to a pricing mechanism which requires a unit price (for watermain contract) or
lump sum tender value regime in relation to each Construction Contract;
(iv) promptly provide copies of all change orders and consult and seek approval from Bruce
Power before approving any change to the scope of work(proposed by way of a single or a group
of aggregated change orders), where the single or aggregated value of such change orders meets
or exceeds 80% of the value of the contingency spend amount included by each Construction
Contractor in its tender submission. If Bruce Power does not respond to such approval request
within five (5) Business Days of such request being made of Bruce Power, then Bruce Power will
be deemed to have approved such request;
(v) be fully transparent with respect to matters related to each Construction Contract including,
without limitation, provision of the submission made by the successful bidder, reports, notices,
and similar matters;
(vi) confer with Bruce Power and agree to a mechanism for liquidated damages to be imposed
on the Construction Contractor if the Project is materially delayed or the Construction Contractor
fails to complete the Project;
(vii) in addition to Subsection 4.3.2(i) above, include non-performance/failure to complete the
work as an event of default in each Construction Contract, triggering a right of Bruce Power to
require the Municipality to enforce its rights and remedies under the Construction Contract on
behalf of Bruce Power and to confer Bruce Power's Proportionate Share of any such recovery to
Bruce Power;
(viii) include the formulation and coordination of a working group, consisting of representatives
from Bruce Power and Kincardine staff and consultants, to deal with issues arising from each
Construction Contractor's non-performance of its obligations under each Construction Contract;
(ix) work collaboratively with Bruce Power in the determination to exercise and enforce rights
under any bond delivered by each Construction Contractor as security for its obligations under
each Construction Contract;
(x) take ultimate responsibility for the oversight of any matter being addressed by the
Municipal Engineer where the Municipal Engineer is providing input, sign-off, certification, etc.
in the context of any Construction Contract; and
(xi) include Bruce Power as an additional insured on its policies of insurance required pursuant
to each Construction Contract and provide prior notification to Bruce Power of the terms of the
policies of insurance required to satisfy the requirements under each Construction Contract.
4.4 No-Contract Scenario
Notwithstanding Subsection 4.3.1 above, the Parties each acknowledge and agree that Kincardine
will ensure that the Tender expressly contemplates the possibility that no Construction Contract
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will be awarded, including to ensure that Bruce Power and Kincardine have the right to exercise
an off-ramp in accordance with section 1.2.6.2 as determined by either Party in their sole
discretion. Should a no-contract scenario arise,Bruce Power shall not be responsible for any break
fees or similar payments to Kincardine or bidders in the Tender process, nor shall Kincardine be
responsible for any payments to Bruce Power,provided that if a no-contract scenario arises at the
discretion of Bruce Power and a bidder commences legal action against Kincardine as a result
thereof, Bruce Power shall indemnify Kincardine for its reasonable and actual costs in defending
such litigation to the extent not caused by the failure of Kincardine to comply with the terms of
the Tender.
4.5 Commencement Date
The Parties acknowledge and agree that the commencement date shall be the date that Kincardine
is ready to commence the flow of Drinking Water to the Bruce Site, as certified in writing by the
Municipal Engineer (the "Commencement Date"). If Bruce Power is not willing or not capable
of accepting Drinking Water on the Commencement Date, then commencing on the
Commencement Date and continuing until Bruce Power accepts such Drinking Water, Bruce
Power shall be responsible for payment of the Fixed Charge. For clarity, Bruce Power would not
be liable for the payment of the Volume Charge until the date on which Bruce Power accepts flow
of the Drinking Water;provided that, if the Municipality provides appropriate costs substantiation,
Bruce Power will be responsible for making the Municipality whole with respect to costs incurred
above the Fixed Charge incurred solely as a result of Bruce Power being incapable of accepting
the Drinking Water on the Commencement Date.
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Article 5
REPRESENTATIONS, WARRANTIES AND COVENANTS
5.1 Representations,Warranties and Covenants of Bruce Power
5.1.1 Authority to Contract— Bruce Power warrants that it has the power and authority to enter
into and carry out all of its obligations under this Agreement.
5.1.2 Increase in Bruce Power Flow Requirement—Except for an Uncontrollable Circumstance,
and subject to Subsection 3.4.7, Bruce Power shall not receive Drinking Water supply from time
to time from the Kincardine Drinking Water System in excess of the Bruce Power Flow
Requirement without the express authorization of the Municipality, such authorization to be given
by written notice of the Municipality's Director of Infrastructure and Development or such
successor permission as specified in writing by the Municipality.
5.2 Representations,Warrantees and Covenants of the Municipality
The Municipality warrants that it has the power and authority to enter into and carry out all of its
obligations under this Agreement.
Article 6
LIABILITY, INDEMNITY, UNCONTROLLABLE CIRCUMSTANCES AND
INSURANCE RESPECTING
THE PROVISION OF WATER SERVICES
6.1 Indemnification of the Municipality by Bruce Power
Bruce Power shall indemnify and hold the Municipality, its employees, officers, directors, agents
and representatives(collectively,the"Kincardine Parties")harmless from and against all liability
for all damages of any nature whatsoever, including any bodily injury or personal damage claim
and any damage to or loss of use or loss of any personal or real property, in all cases related to the
Project,which is caused by or directly attributable to the negligent or wrongful act of Bruce Power,
its employees, officers, directors, agents and representatives for which it may be responsible, but
only to the extent and in proportion to the negligence or fault of Bruce Power.
6.2 Indemnification of Bruce Power by the Municipality
6.2.1 General Indemnity — The Municipality shall indemnify and hold Bruce Power, its
employees, officers, directors, agents and representatives (collectively, the "Bruce Power
Parties") harmless from and against all liability for all damages of any nature whatsoever,
including any bodily injury or personal damage claim and any damage to or loss of use or loss of
any personal or real property, in all cases related to the Project, which is caused by or directly
attributable to the negligent or wrongful act of the Municipality, its employees, officers, directors,
agents and representatives for which it may be responsible,but only to the extent and in proportion
to the negligence or fault of the Municipality. For greater clarity, indemnity under this subsection
6.2.1 shall not include negligence damages for policy decisions of the Municipality or a local board
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thereof made in the good faith exercise of a discretionary power or function, for which a claim
would be excluded by section 450 of the Municipal Act, 2001.
6.2.2 Patent Indemnity — The Municipality shall indemnify and hold the Bruce Power Parties
harmless from any claims of patent infringement for any equipment, systems or materials
incorporated (other than those provided by Bruce Power), in respect of the Kincardine Drinking
Water System and shall be solely responsible for any claim or damages due to such infringement.
6.2.3 Environmental Indemnity — The Municipality shall indemnify and hold the Bruce Power
Parties harmless from and against all liability for all claims or damages of any nature whatsoever
incurred by any of the Bruce Power Parties caused by or otherwise related to (a) any pre-existing
environmental conditions on, in or under the lands upon which the expansion of the Kincardine
Drinking Water System will be constructed up to the Connection Point; (b) the release or
threatened release of any hazardous substances from the Kincardine Drinking Water System; or
(c) any violation of any applicable environmental laws by any of the Kincardine Parties in the
design, construction or operation of the Kincardine Drinking Water System.
6.3 Waiver of Consequential Damages
In no event shall the Parties be liable to each other, and each Party specifically waives as against
the other, any and all claims for consequential, incidental, indirect, special or punitive damages
resulting in any way from performance or non-performance of this Agreement, whether such
damages are characterized as arising under breach of contract or warranty, tort (including
negligence), fault, strict liability, indemnity, or other theory of legal liability.
6.4 Uncontrollable Circumstance
6.4.1 Process—In the event there is an Uncontrollable Circumstance, and if a Party seeks to rely
on the occurrence of such Uncontrollable Circumstance as grounds for not performing its
obligations under this Agreement, then the Party relying on such Uncontrollable Circumstance
shall;
6.4.1.1 Provide prompt notice to the other Party of the occurrence of the Uncontrollable
Circumstances as soon as reasonably practicable after the Party first knew of such occurrence and
give a description of such Uncontrollable Circumstance and an estimation of its expected duration
and the probable impact on the performance of its obligations hereunder,
6.4.1.2 Exercise all reasonable efforts to continue to perform its obligations hereunder,
6.4.1.3 In accordance with this Agreement,as expeditiously as reasonably practicable take action
to correct or cure the act, event or condition preventing such performance,
6.4.1.4 Exercise all reasonable efforts to mitigate or limit damages to the other Party, and
6.4.1.5 Provide prompt notice to the other Party of the cessation of the act, event or condition
giving rise to the Uncontrollable Circumstance.
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6.4.2 Result— Except as expressly provided under the terms of this Agreement, neither Party
to this Agreement shall be liable to the other for any loss, damage, delay, default, or failure to
perform any obligation to the extent it results from an Uncontrollable Circumstance. The
occurrence of an Uncontrollable Circumstance shall not excuse or delay the performance of a
Party's obligation to pay monies previously accrued and owing under this Agreement, or to
perform any obligation hereunder not affected by the occurrence of the Uncontrollable
Circumstance.
Article 7
DISPUTES AND DEFAULT
7.1 Disputes
7.1.1 Disputes Defined—Differences between the Parties as to the interpretation, application or
administration of the this Agreement, findings or determinations under this Agreement or any
matter in question relating to the performance of the work or services to be performed pursuant to
this Agreement, or any failure to agree where agreement between the Parties is called for or such
similar events (collectively, the "Disputes") shall be settled in accordance with the dispute
resolution provisions of this Article 7.
7.1.2 Instructions Pending Resolution — If a Dispute is not resolved promptly, the parties will
confer on which steps are necessary for the proper performance of the work to be performed
pursuant to this Agreement, the avoidance of undue costs on either Party and to prevent delays
pending resolution of the Dispute. The Parties shall undertake such steps promptly, it being
understood that by so doing neither Party will jeopardize any claim it may have against the other
Party.
7.1.3 Survival— This Section 7.1 shall survive the termination or expiration of this Agreement
for the maximum period permitted by applicable law.
7.2 Negotiation and Arbitration
7.2.1 Dispute Notice — Each Party shall make all reasonable efforts to resolve Disputes by
amicable negotiations and, unless prohibited by applicable law, each Party shall provide to the
other Party, without prejudice, frank, candid and timely disclosure of relevant facts, information
and documents to facilitate these negotiations, such information not to be unreasonably withheld.
Either Party may initiate such negotiations by giving to the other Party written notice(the"Dispute
Notice") of the Dispute with reasonable particulars of the Dispute.
7.2.2 Arbitration Notice — If the Dispute is not resolved on or before the tenth (loth) Business
Day following delivery of the Dispute Notice, either Party may, by notice in writing (the
"Arbitration Notice") to the other Party, refer the Dispute for arbitration to be resolved by
arbitration governed by the provisions of the Arbitration Act, 1991 (Ontario) and will take place
before a single arbitrator. Such arbitration proceedings are the sole and exclusive remedy for the
resolution of Disputes not resolved pursuant to Subsection 7.2.1. The resolution of Disputes
pursuant to the terms of Article 7 shall be final and binding upon the Parties, and there shall be no
appeal therefrom, including any appeal to a court of law on a question of law, a question of fact,
or a question of mixed fact and law. The application of Subsection 7(2) of the Arbitration Act,
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1991 (Ontario) is expressly excluded. The arbitrator shall be authorized only to interpret and apply
the provisions of this Agreement, and except as expressly provided herein, shall have no power to
modify or change this Agreement in any manner. The Parties agree that the arbitrator shall have
no power to award any type of losses that the Parties have agreed in section 6.3 are not recoverable
under this Agreement.
7.2.3 Intentionally Deleted
7.2.4 Time Extension or Abridgement—Notwithstanding the foregoing,the Parties agree that the
arbitrator shall have the power, if the arbitrator considers it just and appropriate in the
circumstances, to extend or abridge a period of time (i) required pursuant to this Article 7 or (ii)
fixed or determined by the arbitrator.
7.2.5 Discoveries — In any Disputes which proceed to arbitration under this Section 7.2, the
Parties shall exchange information, evidence and other documents,for the purposes of discoveries,
in an e-discovery system or format agreed to by the Parties or their legal advisors.
7.2.6 Survival— This Section 7.2 shall survive the termination or expiration of this Agreement
for the maximum period permitted by applicable law.
7.3 Retention of Rights
For any Dispute, neither Party may suspend the performance of its obligations under this
Agreement.
7.4 Defaults
If either Party (the "Defaulting Party") fails to perform any material obligation under this
Agreement,which is not otherwise excused under the terms of this Agreement,the other Party (the
"Non-Defaulting Party") may give notice to the Defaulting Party that, unless the obligation is
completely fulfilled within thirty (30) days after receipt of such notice or such other period of time
as mutually agreed by the Parties, each acting reasonably, then, subject to all other rights and
remedies that the Non-Defaulting Party may have contractually, in law or in equity, the Non-
Defaulting Party may issue a subsequent notice to the Defaulting Party terminating this Agreement
with immediate effect.
Article 8
TERM
8.1 Term of Agreement
Subject to the other terms of this Article 8, this Agreement shall remain in full force and effect
from the Effective Date up to and including the date of expiry or termination of the Lease (the
"Term"), unless extended or renewed by mutual agreement of the Parties or earlier terminated in
accordance with the provisions of this Agreement.
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8.2 Assignment
8.2.1 Prohibition— Subject to Subsection 8.2.2 below, neither Party shall assign this Agreement
or any of its interests thereunder without the prior written consent of the other,which consent may
not be unreasonably withheld; provided that the assignee shall have executed an agreement
assuming all of the assignor's obligations hereunder, which agreement shall be in form and
substance acceptable to the non-assigning Party; and further provided that no such assignment
shall release or relieve the assignor from any of its obligations hereunder. Any purported
assignment without full compliance with the foregoing shall be null and void.
8.2.2 Permitted Assignments — Notwithstanding Subsection 8.2.1 above, Bruce Power may
assign this Agreement and its interests thereunder to: (i) any operator of the portion of the Bruce
Site leased by Bruce Power under the Lease, including any assignee or subtenant of Bruce Power,
or(ii) Bruce Power's general or limited partners, or any affiliate of Bruce Power's general or any
of its limited partners or Bruce Power or (iii) any governmental authority or, (iv) if the Lease
expires or is otherwise terminated,to OPG, or such Person as OPG may direct,in each case without
obtaining the written consent required under Subsection 8.2.1 above. Such permitted assignee shall
have all of the rights and remedies available to Bruce Power under this Agreement, as well as
Bruce Power's responsibilities thereunder, from and after the time such assignee succeeds to all of
Bruce Power's right, title and interest to and under this Agreement. Notwithstanding any such
assignment, Bruce Power shall remain liable to the Municipality for its obligations under this
Agreement, save and except in the event of an assignment pursuant to (i), (iii) or (iv) above, in
which event Bruce Power shall be released from all liabilities and obligations under this
Agreement, provided that the assignee executes an agreement with the Municipality agreeing to
be bound by terms and conditions of this Agreement and assuming all of Bruce Power's accrued
liabilities and obligations to the Municipality through the date of the assignment. The Municipality
shall reasonably provide its co-operation and assistance in respect of any Bruce Power financing
for the Project, including executing a consent and acknowledgement agreement with respect to an
assignment of this Agreement to a lender, which consent and acknowledgement agreement may
provide for notices of default to the lender, or opportunity for the lender to cure defaults and such
other terms as are customary to such an agreement.
8.3 Early Termination by Bruce Power
Without derogating from any other right of Bruce Power to terminate this Agreement as provided
for herein, if, at any time during Phase 4, the supply of Drinking Water from Kincardine
pursuant to this Agreement is no longer required by Bruce Power, as determined in Bruce
Power's sole discretion, then upon providing Kincardine with not less than five(5)years prior
written notice in accordance with the notice provisions contained in this Agreement, Bruce
Power may terminate this Agreement. In the event of an early termination pursuant to this
Section 8.3, the Parties acknowledge and agree that, over the 5 years notice period, Bruce Power
shall, within 60 days of receipt of written request from the Municipality, return to the
Municipality all capacity reserved by the Municipality for Bruce Power, which is not then
required for use by Bruce Power. At the end of the 5 years notice period, all capacity not
previously returned will be automatically returned to the Municipality on the effective date of the
termination, and the Connection Point shall be disconnected at Bruce Power's expense.
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Article 9
GENERAL PROVISIONS
9.1 Applicable Law
This Agreement and its interpretation shall be governed by the laws of the Province of Ontario and
the federal laws of Canada applicable therein.
9.2 Cost of Agreement
Bruce Power agrees to reimburse the Municipality for all reasonable external actual legal costs
with respect to the review and negotiation of this Agreement,within thirty (30) days of an invoice
being sent to Bruce Power with appropriate detail of the incurred legal costs.
9.3 Headings
The headings and captions appearing in this Agreement have been inserted for convenience of
reference only and in no way define, limit or enlarge the scope or meaning of this Agreement or
any provision hereof.
9.4 Amendments
No amendment to this Agreement shall be effective unless in writing and signed by all Parties to
this Agreement.
9.5 Entire Agreement
This Agreement constitutes the entire agreement between the Parties hereto and supersedes all
previous or contemporaneous communications,representations or agreements. No oral agreement
or conversation with any officer, agent or employee of either Party, either before or after the
execution of this Agreement,shall affect or modify any of its terms or obligations herein contained.
9.6 Enurement
This Agreement shall enure to the benefit of the Parties and be binding upon their respective
successors and assigns.
9.7 Survival
Wherever this Agreement contains an express obligation by one Party to indemnify the other Party,
such obligation to indemnify shall survive the completion or termination of this Agreement and
continue in full force and effect.
9.8 Severability
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as
to that jurisdiction,be ineffective to the extent of such prohibition or unenforceability and shall be
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severed from the balance of this Agreement, all without affecting the remaining provisions of this
Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
9.9 Waiver
The failure on the part of either Party to enforce its rights as to any provision of this Agreement
shall not be construed as a waiver of its rights to enforce such provision in the future.
9.10 Notices
9.10.1 Delivery Mode and Address — Any notice that is required to be or that may be given or
made by one of the Parties hereto to the other, shall be in writing and shall be delivered in person,
transmitted by means of recorded electronic communication, including e-mail, or sent by ordinary
or registered mail to the respective addresses of the Parties hereto:
If to the Municipality:
The Corporation of the Municipality of Kincardine
Municipal Administration Centre
1475 Concession 5
Kincardine, ON N2Z 2X6
Attention: Adam Weishar C.E.T., Director of Infrastructure and Development
Phone: 519-396-3468 x 119
E-mail: iddirector@kincardine.ca
with copies to:
Attention: Steven O'Melia
Email: soinelia(a)tnillerthoinson.coin
Attention: Thomas Sanderson
Email: tsanderson@millerthomson.com
If to Bruce Power:
Bruce Power L. P.
Bldg. B 10, 177 Tie Road
Tiverton, Ontario NOG 2T0
Attention: Senior Vice-President, Operational Services, Finance and Business Development
Phone: 519-385-2907
E-mail: Jennifer.EDEY@brucepower.com
with a copy to :
Attention: General Counsel
Email: generalcounsel a)bruce rower.com
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9.10.2 Time of Delivery — Any such notice shall be deemed to have been given and received on
the day on which it was delivered or transmitted(or, if such day is not a Business Day, on the next
following Business Day), or if mailed, on the third Business Day following the date of mailing;
provided, however,that if at the time of mailing or within three Business Days thereafter(or in the
case of e-mail) there is or occurs a labour dispute or other events which might reasonably be
expected to disrupt the delivery of document by mail or e-mail as the case may be, any notice
hereunder shall be delivered or transmitted by means of other recorded electronic communications
as aforesaid that are not so disrupted.
[Remainder ofpage intentionally left blank]
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IN WITNESS WHEREOF the Municipality and Bruce Power have caused this Agreement to be
executed by the affixing of their proper seals attested by the signature of the proper Persons duly
authorized in that behalf.
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
Kenneth Cram "' Jennifer Lawrie �� °'. 1
Signed with ConsignO Cloud(2023/10/26 II IIII�II Signed with Consi n0 Cloud(2023/10/26) III IIIII
Verify with verifio.com or Adobe Reader. Venf with verifio.com or Adobe Reader. IIIIII
Mayor Clerk
I/We have the authority to bind the Corporation.
BRUCE POWER L.P.,by its
general partner, BRUCE POWER INC.
_E Docu Signed by:
vv/G�-�c
1420994CFF934DC...
Michael Renctieck
President and Chief Executive Officer
Uwe have the authority to bind the Corporation.
by: BRUCE POWER
LAW DIVISION
ElDociuSigned
13215463E825414...
LA
Brian Hilbers Name:OctDate: ct 18,2023
Senior Vice-President and Chief
Administrative Officer
Uwe have the authority to bind the Corporation.
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SCHEDULE A
Map of Proposed Location for Connection Point
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PmPwed Waaclen I r t i 1 r i i I —
Penmetei Fence Date Printed:05/7/2023
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Head Names>5K Scale:1_9,179(8 5x I I
Road Naines<5K H roPerty Management,Sd.Services
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SCHEDULE B
2022 Funding Agreement
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
KHT
BY-LAW
NO. 2022 - 129
BEING A BY-LAW TO AUTHORIZE THE SIGNING OF AN AGREEMENT WITH
BRUCE POWER L.P. FOR THE COMPLETION OF A SCHEDULE CLASS C
ENVIRONMENTAL ASSESSMENT(EA) FOR THE PROVISION OF WATER
AND WASTEWATER SERVICES TO BRUCE NUCLEAR GENERATING PLANT
WHEREAS pursuant to the said Municipal Act, Section 8 (1) and 9 provide that
the powers of a municipality under this or any other Act shall be interpreted
broadly so as to confer broad authority on the municipality to enable the
municipality to govern its affairs as it considers appropriate and to enhance the
municipality's ability to respond to municipal issues and has the capacity, rights,
powers and privileges of a natural person for the purpose of exercising its
authority under this or any other Act;
AND WHEREAS the Municipality passed By-law No. 2017 — 124 to enter into an
agreement for assessment services regarding the feasibility of providing water
and wastewater services to Bruce Nuclear Generating Plant;
AND WHEREAS the Municipality deems it advisable to enter into an agreement
with Bruce Power L.P. to undertake the next phase of the project which is the
completion of a Schedule C Class Environmental Assessment (EA)as per Report
Environmental Services 2022-10;
NOW THEREFORE the Council of The Corporation of the Municipality of
Kincardine ENACTS as follows:
1. That the Council of The Corporation of the Municipality of Kincardine enter
into an agreement with Bruce Power L.P.,attached hereto as Schedule `A'
and forming part of this by-law.
2. That the Mayor and Chief Administrative Officer be hereby authorized to
execute, on behalf of The Corporation of the Municipality of Kincardine, the
agreement and any other documents required.
3. This by-law shall come into full force and effect upon its final passage.
4. This by-law may be cited as the "Bruce Power Water Environmental
Assessment Agreement By-law".
READ a FIRST and SECOND TIME this 111"day of July, 2022.
READ a THIRD TIME and FINALLY PASSED this 11t"day of July, 2022.
GerryGlover �I IIIm lenhnifer, 202 7 e
Sg -d withC g OO d(2022/02n5) �����III� IIIII VerifyW
dllVum uumi
Ver'fy wl[h ver'P o om o'Adobe Reader.
Mayor Deputy Clerk
Ak
Bruce P w r-
Innovation at work
June 22, 2022
The Municipality of Kincardine
1475 Concession 5, RR5
Kincardine, ON N2Z 2X6
Attention: Ms. Roxana Baumann, Chief Administrative Officer
Recitals:
A. Bruce Power L.P.and the Municipality of Kincardine (the"Municipality") entered
into an agreement effective August 31, 2017, (the "Original Agreement")
pursuant to which the Municipality completed a portion of the work necessary to
assess (the "Assessment") the feasibility of the Municipality providing water and
wastewater services (the "Water Services") to the Bruce Nuclear Generating
Station with Bruce Power funding certain of the Municipality's consultant costs
associated with the Assessment.
B. Bruce Power and the Municipality are entering into this Agreement in order for
the Municipality to undertake the next phase of the work for the potential Water
Services.
C. Bruce Power has required that the Municipality retain the same Consultants
Stantec Consulting Ltd ("Stantec") and B. M. Ross and Associates Limited
("BMROSS") used in the first phase for the next phase of the work(the work to be
performed by Stantec in the second phase is referred to as the "Stantec Work",the
work to be performed by BMROSS is referred to as the "BMROSS Work"and,
collectively the BMROSS Work and the Stantec Work is referred to as the "Work").
D. In accordance with such Bruce Power requirement,the Municipality has retained,
or will retain,Stantec to perform the Stantec Work which includes the completion
of a Schedule C Class Environmental Assessment for the Kincardine Water Supply
System in accordance with the Municipal Class Environmental Assessment
Planning and all of the work specified in Stantec's Work Plan and Budget dated
June 6,2022 (the "Work Plan") attached as Exhibit 1 to this Agreement.
E. In accordance with such Bruce Power requirement,the Municipality has retained,
or will retain,BMROSS to perform the BMROSS Work which includes: 1.providing
projected water demand information for system requirements beyond Bruce
Power servicing; 2.work related to a potential servicing agreement between the
Municipality and Bruce Power; 3. review of Stantec documents;4.attendance at
routine meetings with the Municipality,Bruce Power and Stantec;and 5.
attendance at public meetings.
Bruce Power,
Telephone 519-361-2673
www.brucepower.com
F. Bruce Power has agreed fund the actual cost the Municipality incurs for i.Stantec
to perform the Stantec Work,and ii. BMROSS to perform the BMROSS Work,all on
the following terms.
Ladies and Gentlemen:
This letter agreement(the "Agreement") is made effective as of the 22nd day of June, 2022 (the
"Effective Date") between Bruce Power and the Municipality (collectively, the "Parties" and
individually, a"Party").
This Agreement sets out the terms for Work to be performed by the Municipality and its
subcontractors, Stantec and BMROSS, and the reimbursement by Bruce Power of the costs
incurred by the Municipality for the services of Stantec and BMROSS.
Scope of Work&Schedule
The Municipality agrees that it shall cause Stantec to complete the Stantec Work including the
work specified in the Work Plan using reasonable efforts to complete the Stantec Work in
accordance with the work schedule that is specified in the Work Plan.
Provided that there is no incremental cost above the Stantec Cap, Bruce Power agrees that
Stantec and the Municipality shall be permitted to, acting reasonably, make non-material
changes to the scope of the Stantec Work, including to complete such other work that is
necessarily ancillary to the Stantec Work, as Stantec and the Municipality determine is
necessary. The Municipality shall not permit Stantec to proceed with any changes in the scope
of Stantec Work that would result in an increase in the Stantec Cap or that would otherwise
constitute a material change in the Stantec Work unless it has received Bruce Power's prior
written approval for such change in the Stantec Work.
The Municipality agrees that it shall cause BMROSS to complete the BMROSS Work using
reasonable efforts to complete the BMROSS Work in accordance with a work schedule that
supports the deliverables and timeline in the Stantec Work Plan.
Provided that there is no incremental cost above the BMROSS Cap, Bruce Power agrees that
BMROSS and the Municipality shall be permitted to, acting reasonably, make non-material
changes to the scope of the BMROSS Work, including to complete such other work that is
necessarily ancillary to the BMROSS Work, as BMROSS and the Municipality determine is
necessary. The Municipality shall not permit BMROSS to proceed with any changes in the scope
of Work that would result in an increase in the BMROSS Cap or that would otherwise constitute
a material change in the BMROSS Work unless it has received Bruce Power's prior written
approval for such change in the BMROSS Work.
Reimbursement
Municipality agrees that the Stantec Work shall be performed at a cost that shall not exceed, in
the aggregate, $444,914.22 (plus HST) (the "Stantec Cap", as may be amended by the written
-2 -
agreement of the parties). Unless otherwise agreed in writing, Bruce Power shall not be liable
for the cost of any Stantec Work in excess of the Stantec Cap.
Municipality agrees that the BMROSS Work shall be performed at a cost that shall not exceed, in
the aggregate, $100,000 (plus HST) (the "BMROSS Cap", as may be amended by the written
agreement of the parties). Unless otherwise agreed in writing, Bruce Power shall not be liable
for the cost of any BMROSS Work in excess of the BMROSS Cap.
The aggregate of the Stantec Cap and the BMROSS Cap of$544,914.22 (plus HST) is referred to
in this Agreement as the Cap.
Bruce Power shall reimburse Municipality for the reasonable subcontractor costs of BMROSS
and Stantec for expenses actually incurred by Municipality during the Term of this Agreement
in connection with the Work up to an aggregate of the Cap all in accordance with the terms and
conditions of this Agreement. Unless otherwise agreed in writing, Bruce Power shall not be
liable for any amount in excess of the Cap.
Additional Terms
The Parties agree to comply with the terms set out in Schedule A of this Agreement.
-balance of page intentionally blank-
-3 -
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first
set forth above.
BRUCE POWER L.P.BY ITS GENERAL PARTNER BRUCE POWER INC.
By: , ,
Name: Kevin Kelly
Title EVP,Finance&Business Development and CFO
d Brian Hilbers
2022.07.07 15:09:57
By: 04'00'
Brian Hilbers BRUCE POWER
Name: LAW DIVISION
Name:LA
Vice President, Strategy&Chief Legal and Risk Date:July 7,
Title Officer 2022
THE MUNICIPALITY OF KINCARDINE
Gerr Glovero ,s Pii' I'N°'�l
By: Iy.�11—'fi00,0,�Oee�a�_
Name: Gerry Glover
Title Mayor
Roxana Baumann IIII III kiiA°1h10iiwu
S,g,,d with C.,sig,0 C-d(222/-25)IIII
Name: Roxana Baumann
Title Chief Administrative Officer
-4 -
SCHEDULE A-TERMS AND CONDITIONS
1. Term & Termination. The term (the "Term") of this Agreement commences on the
Effective Date and ends on the earlier of:
a. the completion of the Work; and
b. the issuance by Bruce Power of notice to immediately terminate this Agreement
which Bruce Power may issue to the Municipality in its sole discretion.
2. Performance Standards. Municipality shall and shall cause its subcontractors to
perform the Work having regard to the best interests of both Municipality and Bruce Power and
in accordance with applicable law, using suitably qualified individuals and with the care and
skill normally exercised by professionals providing similar services under similar
circumstances. Municipality agrees to use and to cause its subcontractors to use commercially
reasonable efforts to promptly complete all of the Work as soon as practical.
3. Deficiencies. Municipality agrees that it shall cause its subcontractors to correct any
deficiencies in the Work at no additional cost to Bruce Power.
4. Invoicing. Municipality shall submit monthly statements to Bruce Power on or about
the 10th day of each month detailing the actual costs incurred for the Stantec Work and the
BMROSS Work during the previous month (collectively,the "Monthly Statements", individually,
a "Monthly Statement"). Municipality shall include in each Monthly Statement all
subcontractor invoiced cost received by Municipality during the statement period. Provided
that Municipality has complied with the terms of this Agreement in all material respects and has
invoiced Bruce Power for such costs, Bruce Power shall reimburse Municipality for these actual
costs within 30 days of Bruce Power receiving such invoice. Municipality shall not invoice
Bruce Power and agrees that Bruce Power is not liable for any amount that, in the aggregate of
all amounts paid or to be paid to Municipality by Bruce Power, exceeds, as applicable, the
BMROSS Cap or the Stantec Cap. Municipality shall provide and shall cause its subcontractors
to provide any documentation reasonably requested by Bruce Power to verify Monthly
Statements. Municipality agrees to provide Bruce Power with the hourly rate of each
subcontractor personnel that will have time billed to Bruce Power. For certainty, Bruce Power
shall not be liable to reimburse any amount to Municipality that cannot be verified with the
documentation reasonably requested by Bruce Power or that is incurred after the date of
termination of this Agreement.
S. Costs. Except as may be agreed to herein, each Party agrees to individually bear its own
costs in connection with the Work, including, without limitation, in connection with the
preparation and/or review of any definitive agreements for the provision of the Water Services
and for any negotiations relating thereto ("Definitive Agreements").
6. Subcontracting. The Municipality will not subcontract any other component of the
Work to any party other than Stantec or BMROSS without Bruce Power's prior written consent,
such consent not to be unreasonably withheld or delayed (any third party, undertaking any
portion of the Work is referred to as a"subcontractor"and collectively the "subcontractors").
-5 -
The Municipality will require that each subcontractor comply with the terms and conditions of
this Agreement.
7. Reporting. The Municipality agrees that it shall provide full and complete disclosure to
Bruce Power of the Work and all of its components, including all drawings, invoices and reports
prepared by Municipality or its subcontractors (including Stantec and BMROSS) and such other
related information reasonably requested by Bruce Power. The Municipality shall, and shall
cause Stantec and BMROSS,to meet with Bruce Power from time to time to discuss the status of
the Work and shall provide cost and schedule reporting in each case as is reasonably requested
by Bruce Power. Bruce Power agrees that if such reporting and meetings is outside the scope
of the Work, the Cap shall be adjusted to account for the increase reporting and/or meetings
above those contemplated in the Work.
8. Limitation of Liability. In the event of breach of this Agreement by either Party it is
agreed that the remedy of the non-breaching Party shall be limited to the recovery of its direct
costs and applicable overhead expended in performing its obligations under this Agreement
and there shall be no liability for loss of present or prospective profits or any other incidental,
consequential, or special damages for or in respect of such breach whether arising in contract,
warranty, tort or otherwise. Municipality and Bruce Power each agree that the other's liability
under this agreement shall not exceed the costs and expenses reasonably incurred by
Municipality for the subcontractors in connection with the Work and, in any event, shall not, in
the aggregate, exceed the Cap.
9. Point of Contact.
Each Party will designate in writing one or more individuals within its organization as its point
of contact for the purposes of this Agreement. Initially,the designated points of contact are:
To: Bruce Power L.P.
Name: Jennifer Edey
Senior Vice-President, Operational Services and Business
Title: Development
Address: 177 Tie Road, Tiverton, ON
E-mail: JENNIFER.EDEY@brucepower.com
To: Municipality of Kincardine
Name: Adam Weishar
Title: Director of Infrastructure&Development
Address: 1475 Concession 5, R.R.#5, Kincardine ON, N2Z 2X6,
E-mail: aweishar@kincardine.ca
A Party may change its point of contact at any time by notice in writing of such change to the
other Parties in writing. Any notice or other communication to be given in connection with this
Agreement must be given in writing and will be given by personal delivery or by electronic
means of communication addressed to the recipient's point of contact identified in accordance
with the provisions of this Section.
-6 -
10. Legal Commitment. The Parties acknowledge and agree with each other that until one
or more Definitive Agreements have been executed, the Parties will not be under any legal
obligation to pursue or consummate the Water Services or enter into any Definitive Agreements
by virtue of this Agreement. Entering into any one or more Definitive Agreements shall be at
the sole and unfettered discretion of each Party.
11. Miscellaneous.
a. This Agreement and the Original Agreement constitute the entire agreement
between the Parties with respect to the subject matter hereof and supersedes any
previous understandings, commitments, or agreements, oral or written with respect
to the subject matter hereof. No changes may be made in this Agreement without
the written agreement of duly authorized representatives of each of the Parties.
Each Party represents and warrants to the other that there is no agreement between
it and any other person, firm, or corporation which would cause this Agreement not
to have full force and effect.
b. Paragraph headings herein are for convenience only and shall not limit in any way
the scope or interpretation of any provision of this Agreement.
c. This Agreement is governed by and will be construed in accordance with the laws of
the Province of Ontario and the laws of Canada applicable therein. All Parties
hereby attorn to the non-exclusive jurisdiction of the courts of the Province of
Ontario in respect of any dispute arising out of this Agreement.
d. No Party may assign its interest in this Agreement to any other party without the
prior written consent of the other Party.
e. This Agreement may be executed in any numbers of counterparts, each of which will
be deemed to be an original and all of which taken together will be deemed to
constitute one and the same instrument.
f. Delivery of an executed signature page of this Agreement by a Party by electronic
transmission will be as effective as delivery of a manually executed copy of the
Agreement by such Party.
g. If any provision of this Agreement is held to be invalid or unenforceable in whole or
in part, such invalidity or unenforceability will attach only to such provision or part
thereof and the remaining part of such provision and all other provisions hereof will
continue in full force and effect.
h. No failure or delay by a Party in exercising any right, power or privilege under this
Agreement or otherwise will operate as a waiver thereof, nor will any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right,power or privilege hereunder or otherwise.
i. Unless otherwise specified, all references to money amounts are to the lawful
currency of Canada.
-7 -
j. The Parties shall with reasonable diligence do all such things and provide all such
reasonable assurances as may be required to consummate the transactions
contemplated by this Agreement, and each Party shall provide such further
documents or instruments required by any other Party as may be reasonably
necessary or desirable to effect the purpose of this Agreement and carry out its
provisions.
k. Neither Party has the authority to act as agent for the other Party nor shall either
Party have the right to enter into any binding legal obligation on behalf of the other
party.
1. All continuing rights, obligations and provisions intended to survive under this
Agreement will survive the termination or expiry of the Term and of this Agreement.
-8 -
Exhibit 1 -Stantec Work Plan
-9 -
fl4;'a U: iro Pe c C o in s u.0 Iti iro g IL..P.L
Stantec 171 Queens Ave#r600,London,ON N6A 5J7
June 6,2022
File: 165681001-42
Attention:Adam Weishar,C.E.T. —Director of Infrastructure and Development
Municipality of Kincardine
1475 Concession 5, Kincardine, ON
N2Z 2X6
Reference: Municipality of Kincardine Water Supply Schedule C Class EA
Work Plan and Budget
III iir,ur��llhl od u c°lilair,,u
Stantec is pleased to present this updated work plan and budget for the Municipality's consideration with respect to undertaking a
Schedule C Class Environmental Assessment(Class EA)for the Kincardine Water Supply System in accordance with the
Municipal Class Environmental Assessment(MCEA)planning process.This project will require advanced technical knowledge of
water treatment,an understanding of the existing facility,distribution system hydraulics,and Class EA experience including
stakeholder,public,and First Nations engagement,and an understanding of the current development and servicing
dynamics/opportunities within the Municipality.
uS ,a�, � w ,��� n�� ,�m u ,� a �, ��� n p u n�� ,�m ��u� �u� � � n
III�`iir of�� ,m,I�� III l iir,, ��,�,)����l III ��,� iiu��, )iiu iiu a�m,�� �n°,���r i ���l ���,)��III ���II���A�,�Il��A�,�ii�o��,)����� II[°i
The objective of this study is to complete a Schedule C Municipal Class EA and related investigations and public/agency
consultation,to select the preferred design concept for water servicing upgrades within the Kincardine water supply system to
address existing and future development and servicing opportunities. It is anticipated that this project will build upon the previous
Comprehensive Performance Evaluation(CPE)undertaken by Stantec and the most recent reserve capacity analysis work
completed for Kincardine, updated as required to address any changes in growth and servicing objectives including potential supply
to Bruce Power and Tiverton.
The current MCEA planning process stipulates an activity that seeks to"construct new water treatment plant or expand existing
water treatment plant beyond existing rated capacity'be undertaken as a Schedule C process, involving further technical analysis
to define the preferred design concept. It is noted,however,that this Class EA process must also look to address potential upgrade
needs in the distribution system, including possible booster stations and storage facilities,to meet the servicing objectives.As such,
the Schedule C Class EA is to include all relevant system improvements related to water treatment and supply.
Given the interests to extend municipal servicing to the north, it is anticipated that this Class EA process should be expedited to the
extent possible.We understand the urgency but also the importance of ensuring sufficient technical and planning analysis is
undertaken to properly assess servicing options and to define the solution to mitigate later design and construction risks.
Our general approach to the preparation of this Class EA will involve undertaking the following:
1. Project coordination with the Municipality's project team;
2. Technical analysis of the Kincardine Water Treatment Plant(WTP)and distribution and storage systems,building upon
the previous work completed on the Comprehensive Performance Evaluation(CPE),and system modeling;
June 6,2022
Adam Weishar,C.E.T.
Page 2 of 12
Reference: Municipality of Kincardine Water Supply Schedule C Class EA Work Plan and Budget
3. Review of updated population and flow projections to be provided through the parallel Master Plan update process being
completed by the Municipality;
4. Development of water treatment and distribution system solutions;
5. Selection of preferred treatment and distribution solutions that meet the Problem/Opportunity statement;
6. Undertaking public consultation in accordance with Phases 1 to 4 of the MCEA Class Environmental Assessment
process;and
7. Project reporting,most notably the development of an ESR that is to include conceptual design of the preferred solution.
OaII Ik
We have developed our work plan and schedule to reflect what we believe are the core elements to the successful delivery of this
project on-time and on-budget. In order to facilitate effective management and budgeting for the project,we have separated the
work into several tasks,which are summarized in the sections that follow.
Ilf'"iuo j ec°IN`
With any project of this complexity,there will be inputs and interconnections between the work areas and the work streams which
will be the responsibility of the Project Manager to ensure coordination between the various teams. Specific project management
related requirements for this project are as follows:
1. Attendance at Project Start-up Meeting and completion of meeting notes;
2. Review and confirmation of schedule,work plan and budget with the Municipality's team;
3. Attendance at monthly project progress meetings and completion of meeting notes;
4. Bi-weekly check-ins(phone calls)between the Municipality and Stantec to ensure that key items are progressing in a
timely manner between the project team to mitigate schedule impacts;
5. Provision of monthly project updates to be included with monthly invoicing;and
6. Control of scope,budget and schedule.
The Project Manager will also be responsible for ensuring the planning and technical deliverables undergo appropriate QA/QC
review prior to submission to the Municipality.
IM GIE, , Ilf;,,,a IIW ni a s e °IN x Ilf Ilf,)as IN a uir°ii iu IN ° IN IN m iir°� f i iir°�i IN
Background Data Collection—This task involves the collection,assimilation and documentation of all relevant previous studies,
reports,plans,and natural environmental information relating to the study area.The following provides a general list of key
information:
• Available planning and engineering studies;
• LiDAR mapping, if available;
• Updated water system model;
June 6,2022
Adam Weishar,C.E.T.
Page 3 of 12
Reference: Municipality of Kincardine Water Supply Schedule C Class EA Work Plan and Budget
• Existing as-built information for the WTP;
• MECP orders or other instructions;
• Existing permits and approvals related to the WTP(DWWP and PTTW for water intake);
• Updated growth and water demand forecasts(to be provided by the Municipality) including range of potential growth
rates;and
• Current water demand data(Kincardine and Tiverton).
As noted above and based on input received,our work plan assumes that updated population and water demand forecasts will be
provided to Stantec for review and as a basis to compare servicing alternatives against.We will also attempt to gather pertinent
background information from agencies,other levels of government and other sources.
Policy and Technical Standard/Guideline Review-Stantec will review any existing Municipality of Kincardine policies/standards
along with pertinent regulations and Provincial planning policies.As this typically provides a high-level overview of planning and
servicing requirements,we have assumed that this effort will be minor and coordinated with the ongoing Master Plan update.The
information gathered through this task would be summarized within the Class EA to define the regulatory framework that guides the
identification and selection of servicing solutions.
Consultation and Approval Activities-Stantec will lead and manage the consultation plan,with support provided by the
Municipality,that provides various opportunities for learning,sharing,and interacting with the different stakeholders throughout the
duration of the study.As part of Phase 1,we will undertake the following:
1. Prepare a Notice of Study Commencement for the Class EA;and
2. Notify agencies, Indigenous communities,concerned public and local residents of the Class EA process and upcoming
public meetings.
Development of Opportunity Statement- In consultation with the Municipality,and building upon the background data collection
phase,previous studies,concurrent Master Plan(to be carried out this year)and servicing conditions or opportunities that have
developed since its finalization(i.e.,servicing Bruce Power and potential future servicing of Tiverton),we will develop an
"Opportunity'statement.The Opportunity Statement will be prepared in draft for the Municipality's review.The statement will be
confirmed following the review of comments received.
M C [ I a III ii a s e 2 — C aF t Ilk ii t° �IV H i akA„1 Ilk is &, [H e It"IIP"'ii t 1 H iv e S ukA„1 k t H i akA„1 IIP ii s
Existing Infrastructure Capacity and Future Conditions Analysis—We will review the existing municipal water supply and
distribution system to confirm current flows and remaining capacity(to at least end of 2021).We will also utilize the existing water
distribution system hydraulic model to identify baseline conditions as it relates to servicing pressure and overall level of service.
This information will form the basis for comparison when analyzing future demand conditions, including potential servicing to Bruce
Power and Tiverton. Using the updated growth projections(to be provided),we will create future demand scenarios for each growth
rate(i.e., low,high)which will be used to identify servicing gaps/issues(i.e.,supply constraint or issues with storage or distribution
system pressures).The hydraulic model will be used to develop potential servicing solutions.
With regards to the existing water intake,we will review as-built information and the PTTW to confirm approved maximum water
taking.We will look to obtain data on lake level ranges to develop a high-level evaluation of capacity of the intake.At present,we
have assumed that CFD modeling or modeling with respect to Source Water Protection will not be required. However,
understanding that this element is critical to assessing the overall viability of expansion of system capacity,we would also propose
June 6,2022
Adam Weishar,C.E.T.
Page 4 of 12
Reference: Municipality of Kincardine Water Supply Schedule C Class EA Work Plan and Budget
to undertake limited field testing of the low lift pump system if possible.The current low lift facility includes two(2)pumps rated at
97 Us and one(1)pump rated at 49 Us. If the existing system permits for all three pumps to be operated together, it may be
possible to test up to the rated capacity of the intake,with water level monitoring to confirm if incoming flows through the intake can
keep pace with the pump rates. However,this would likely require partial isolation downstream to avoid any impacts to the water
treatment processes for flows above treatment capacity,with potential blow-off of any excess flow.A review of available drawings
indicated the potential presence of a tee and blind flange,but that is located inside the WTP.There was no available information to
indicate whether there may be a blow-off directly off the common raw water line prior to entry to the WTP building.We would
propose to undertake an initial field review to confirm potential testing options with Operations staff.
The previous CPE work will also be reviewed and updated as may be required to address any changes to the system or additional
information.We will also discuss with the Municipality any other upgrades that may be required that may not be driven directly by
the expansion needs.
Alternative Solutions—Will be identified to address the Opportunity Statement.At present,a core focus will be on the water
treatment component of work(which is the anticipated key driver for a Schedule C undertaking).A preliminary long list of servicing
alternatives will be developed and screened to arrive at a short-list which will be evaluated in greater detail. It is anticipated that the
long list of alternatives will include consideration for a new WTP,however that solution is not likely to proceed for further evaluation
based on the work done to date. It does,however,help to consolidate previous work into the current study for consistency and
transparency. In terms of the short-list of solutions,these are likely to include the following:
• Do Nothing
• Expand Existing WTP including consideration for gross and net capacity.This alternative will be further expanded to
include:
o Treatment expansion alternatives(i.e.,expansion with similar equipment or alternative treatment system based
on potential footprint restrictions,targeted capacity,staging flexibility,etc.)
o Re-rating/optimization considerations
o In-plant water use reduction/treatment to increase net capacity
o Consideration for other facility upgrades based on input from the Municipality
In addition to the above,and based on the hydraulic modeling work,alternative solutions will also be developed to address
requirements within the distribution system.This is anticipated to include the need for booster pumping station(s),which will involve
assessing alternative site locations and consideration for potential phasing of servicing to areas.With regards to servicing for Bruce
Power and possible future servicing for Tiverton,as part of our modeling review we will assess options for separate BPS facilities
versus a common facility with potential dedicated supply watermain to address the hydraulic grade line(HGQ difference.We will
also review storage related needs in the system and provide options to address any shortfalls,which may include assessing the
cost-benefit of installing UV treatment at the WTP to increase storage(decrease volume of current storage dedicated to CT),
evaluation of high-lift pumping options,as well as new system storage(i.e.,to the north).
A qualitative evaluation matrix will be developed to assess each short-listed alternative solution using the Reasoned Argument
approach considering technical feasibility,ability to address the problem/opportunity statement,and the potential socio-economic,
natural environment and cultural resource impacts(positive and negative).
We will identify feasible BPS sites to accommodate Bruce Power and Tiverton servicing based on initial desktop reviews which will
also provide high-level screening for natural environment and socio-cultural impacts based on the background document review
phase of the work plan,updated as required to suit the alternatives.
June 6,2022
Adam Weishar,C.E.T.
Page 5 of 12
Reference: Municipality of Kincardine Water Supply Schedule C Class EA Work Plan and Budget
Cost Estimation(Phase 2)—As part of the evaluation process,cost estimates will be developed for each shortlisted alternative
solution.At this stage(Phase 2),general cost estimates relating to operational and maintenance differences will also be developed
to provide a comparison between alternatives.As the EA progresses through Phase 3 and into the conceptual design,the baseline
cost estimate will be further refined.
At this point,we will develop estimated cost allocation values based on input from the Municipality as to potential agreements to
extend servicing, including servicing to Bruce Power.
Property Requirements—As part of the evaluation process,general property requirements will be established for each shortlisted
alternative. Stantec will utilize similar project designs to establish site needs and will confirm with the Municipality's team to identify
any other items to be considered. In general,this will help to identify new BPS property needs.
In terms of potential expansion to the WTP,assessment of property requirements will involve more in-depth review of each
treatment expansion in terms of constructability to ensure there is sufficient space available.This will include consideration for
temporary works that may also be necessary to maintain water supply during construction.
Natural Environment—Natural environment specialists will collect and review available background information for the Study
Area, including the Land Information Ontario(LIO)database, Natural Heritage Information Centre(NHIC)database, Fisheries and
Oceans Canada(DFO)Aquatic Species at Risk(SAR)mapping,readily available data from the conservation authority,other
readily available atlas,Official Plan mapping,and relevant planning reports provided by the Municipality. We will review the
background data to identify sensitive natural heritage features, including probable occurrences of Species at Risk and their habitat.
Where appropriate,requests for information will also be submitted to the Ministry of Northern Development, Mines, Natural
Resources and Forestry(NDMRF)and the conservation authority.This desktop review will provide input into the evaluation of each
alternative solution,and will also assist in determining more detailed study requirements and impact assessment during the
development of methods of implementation(designs)during Phase 3.
Geotechnical Desktop Study—As part of Phase 2,a general desktop study will be undertaken for the shortlisted sites to provide
context into the evaluation matrix,utilizing: Geology and Bedrock mapping available from government agencies; MECP Well
Records;aerial photographs;available geotechnical reports.
Archaeological Assessment-A Stage 1 archaeological assessment will be completed for the WTP site,and shortlisted sites for
the new BPS facility(at present only 1 site is recommended for Stage 1 work to address servicing to Bruce Power).A general
review of the transmission main route(assumed to be within the ROW)will also be completed.Work will be completed in
accordance with the Ministry of Heritage,Sport,Tourism and Culture Industries'(MHSTCI)2011 Standards and Guidelines for
Consultant Archaeologists. Stantec's approach for the Stage 1 archaeological assessment will comprise both advanced Graphic
Information System(GIS)modelling and ground-based assessment strategies.Specifically,we will utilize GIS to identify areas of
archaeological potential for the Project which will inform our approach for the property inspection per requirements under the
MHSTCI's 2011 Standards and Guidelines for Consultant Archaeologists to confirm areas of previous disturbance,areas of steep
slope,or permanently low and wet areas.With the Municipality's approval, Stantec will also notify First Nation communities about
the Stage 1 archaeological assessment program.Stantec will reach out to the interested communities to inquire whether they have
existing Traditional Knowledge(TK)or Traditional Land Use(TLU)studies or anecdotal data which they would be willing to share to
assist in informing the Stage 1 Archaeological Assessment.Our work plan excludes costs associated with FN reviews.
Public Information Centre No.1 —The purpose of this PIC is to provide the necessary information(constraints,opportunities and
drawbacks)to the public and key stakeholders at the conclusion of Phase 2 of the EA process.The preferred solutions will be
presented at this PIC, in a context that shows general consistency to previous studies while still meeting current planning needs.
The feedback received from PIC 1 will allow us to adjust the project communication plan to focus two-way communication on those
issues and stakeholders where there are concerns and disagreements.Stantec will be responsible for preparing and distributing
June 6,2022
Adam Weishar,C.E.T.
Page 6 of 12
Reference: Municipality of Kincardine Water Supply Schedule C Class EA Work Plan and Budget
notifications,as well as preparing easy-to-understand materials. Following the PIC,we will follow-up with members of the public
and stakeholders to ensure concerns are addressed prior to moving forward with the identification of design concepts.
Consultation and Approval Process and Approach-As part of Phase 2,we will undertake the following:
1. Document ongoing correspondence with key stakeholders,agencies, FN communities,and the public;
2. Prepare a Notice of Public Information Centre No. 1;and
3. Respond to comments received from PIC#1.
M E, fi WI m m 3 ir t a°Nuv C u l"t m
Cultural Heritage-The Ministry of Heritage,Sport,Tourism and Culture Industries(MHTSCI) Criteria for Evaluating Potential for
Built Heritage Resources and Cultural Heritage Landscapes(Checklist)will be completed for the shortlisted sites during Phase 3 of
the Class EA process.The purpose of the Checklist is to determine the presence,or absence,of heritage resources within and
adjacent to the Class EA study area. Recognized heritage resources will be provided in the form of an inventory table and on
mapping to the internal project team for the consideration of cultural heritage relative to the shortlisted sites.
Natural Heritage Assessment—We will update our Natural Heritage Assessment to address the preferred sites for the BPS
facilities and existing WTP site.The assessment will look to document natural heritage features,terrestrial/aquatic species and
species at risk(SAR)associated with the proposed works.At present,we have excluded additional site-specific surveys given the
unknowns at this time(specifically what potential features may be present).The updated assessment will highlight any proposed
additional investigations.We would recommend an allowance be established for these additional field studies and have included
this in our fee estimate.
Technical Analysis and Conceptual Design Options—Given the importance of the technology selection as it relates to capital
and long-term operating costs,we will provide an evaluation matrix for each option for review with the Municipality's project team.
Once a preferred treatment technology is selected,we will undertake the development of the design concept.As part of this task,
we will:
• Undertake a site review of the WTP to assess the completeness/accuracy of as-built drawing information.We have
assumed that no confined space entry will be required;
• Overall process flow diagram depicting main process elements including intake, low-lift pumping,treatment system,high-
lift pumping and related storage;
• General facility(building) layout based on as-built information to be provided.We have assumed that the background
drawings are accurate to baseline the preparation of our conceptual drawings;and
• Site layout showing main buildings,tankage,emergency standby power, including general phasing plan to act as a future
roadmap.
Given that we anticipate that elements of the preferred solution may advance quickly following the EA process,our work plan
includes development of a conceptual design to a 30%level,and completion of a Preliminary Design Report for the preferred
design solution.We would note that these deliverables will be finalized after issuance of the ESR to mitigate schedule delays with
the planning process. In terms of the Preliminary Design Report,we will include the following:
• Existing system description and capacity constraints(based on CPE as may be updated);
• Summary of Design Basis including proposed water demands(average,peak,fire flow)to be addressed by the WTP;
• Summary of raw water characteristics and treatment requirements;
• Summary of pre-treatment and primary treatment processes including chemical dosing requirements;
June 6,2022
Adam Weishar,C.E.T.
Page 7 of 12
Reference: Municipality of Kincardine Water Supply Schedule C Class EA Work Plan and Budget
• Summary of additional upgrades to be addressed;
• In-plant water processes including management of waste streams;
• System storage;
• Summary of pumping requirements(low-lift and high-lift);
• Flow metering,sampling and general monitoring requirements;
• Construction staging requirements and considerations;
• Cost estimate;
• Required approvals.
Updated Cost Estimate(Phase 3)—Based on refinement of the design concept,field investigations,and agency and stakeholder
input,the capital cost estimate will be refined further.Additional estimates on longer-term operations and maintenance costs will
also be provided.
Updated Property Requirements—Initial property requirements established as part of Phase 2 will be further refined based on
further technical analysis and development of the design concepts.
Public Information Centre No.2—Stantec will conduct a second PIC following the evaluation and selection of a technically
preferred alternative design.This PIC represents an opportunity to further engage members of the public,developers,property
owners,residents and business operators to determine how to accommodate their concerns while still meeting the project
objectives.Agencies and Indigenous communities will also be circulated materials and invited to attend this PIC, in combination
with other consultation methods to ensure their engagement throughout the process. Following the second PIC,Stantec will
prepare written responses to all comments,and prepare a summary of the PIC.
Consultation and Approval Process and Approach-As part of Phase 3,we will undertake the following:
1. Document ongoing correspondence with key stakeholders,agencies, FN communities,and the public;
2. Prepare a Notice of Public Information Centre No.2;and
3. Respond to comments received from PIC#2.
IM G[ Il[",1 IIhi a s e 4 - S°IN`iu i dy IR e Ilf)o rIl
Environmental Study Report—A draft ESR will be submitted to the Municipality for review and comment.Typically,the MECP
requests a copy of the draft ESR prior to posting for the 30-day mandatory review period.We would propose to issue the same
draft copy of the ESR that will be circulated to the Municipality to the MECP and Saugeen Valley Conservation Authority to reduce
timelines as much as practical while still demonstrating an attempt to meet their requests for an extended review period.The final
ESR will document a defensible and thorough process,based on a logical and objective evaluation of alternatives,and meeting the
identified needs and deficiencies.The ESR will also include appendices for all technical and planning memorandums,and the
detailed consultation logs including contact lists,comments received and responses including responses.
Consultation and Approval Process and Approach-As part of Phase 4,we will undertake the following:
1. Document ongoing correspondence with key stakeholders,agencies, FN communities,and the public;
2. Prepare a Notice of Study Completion;
3. Submit draft ESR to the Municipality,MECP,and SVCA;
4. Submit ESR for 30-day mandatory posting;and
5. Address any comments received and append ESR as required.
June 6,2022
Adam Weishar,C.E.T.
Page 8 of 12
Reference: Municipality of Kincardine Water Supply Schedule C Class EA Work Plan and Budget
Based on recent revisions to the MCEA process,Part II Order requests can only be requested on the grounds that the requested
order may prevent,mitigate,or remedy adverse impacts on the constitutionally protected Aboriginal and treaty rights.While this
should reduce efforts in addressing public comments to the Ministry that delayed EA acceptance in the past, it should be noted that
any potential controversial recommendations or difficult issues can result in additional consultation effort. Should any issue become
controversial or more complicated than could reasonably be anticipated,we will identify this to the Municipality to confirm a path
moving forward.
Based on our previous experience in completing similar Schedule C Class EAs,and our understanding of the system through our
recent work which has provided us insight on many of the servicing opportunities and challenges,we would propose the following
as a general schedule for key activities.
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Pro)ect Initiation Week of June 20,2022
........ ........ ........ ........, ... .. .. .....
:3�..'NAS� :.� 11 ...013ll' ���wm.11 ull 11 gi 11 11��a rA �':�m �loll.l
Background Review Week of July 18,2022
Notice of Study Commencement Week of July 18,2022
ppq� II IInpp �I II ........,
f :3 II IIF S` : 2� ....A 111 ill lb.111iiA I lull g;of u l l���#H fls
Population/Demand Forecasting(to be provided) Week of July 25,2022
....... ........ ........ ........ ...
Existing Infrastructure Capacity Assessment including update to CPE Week of August 15,2022
Future Conditions Assessment Week of August 29,2022
..... ....
Alternative Solution Development Week of September 19,2022
....
Development of Evaluation Matrix Week of September 19,2022
Cost Estimation Week of September 26,2022
.... ........,
Natural Environment Desktop Review Week of October 10,2022
..... ........,
Geotechnical Desktop Review Week of September 26,2022
.... ........,
Stage 1 Archaeological Review Week of October 3,2022
Identification of Preferred Solution(s) Week of October 24,2022
........ ........ ........ ........ ........ ........ ........ ........ ........ ........ ....... ........ ........ ........ ...
Public Information Centre#1 Week of November 14,2022
p...p...q.�nn IIII p II n pp 11 II ........,
7 : 1111AS4: 3 �`t III Ib.111ii A r l v 11�I IlN :Q lG 1iS
...... ,1-11,, ,,,,,,,, ,,,,,,,,, ,,,,,,,,, ,,,,,,,,, ,,,,,,,,, ,,,,,,,,, ,,,,,,,,, ,,,,,,,,, .........,, ......,,
Cultural Heritage Checklist Week of November 28,2022
.....
Natural Heritage Update Week of December 12,2022
.....
Technical Analysis and Conceptual Design
.....
Water Treatment Plant Week of January 30,2023
.... ........,
Cost Estimation Update Week of February 6,2023
..... ........,
Public Information Centre#2 Week of February 20,2023
........,
f : 11""Ilea k:, ^^^ 11 ill��11 V.��.H��� ����11��II Q k ��,ll ll), 11 V.ll:.:r,o in"I
Draft ESR(for distribution to MECP/SVCA) Week of March 20,2023
Final ESR for 30-Day Posting/Notice of Study Completion Week of April 17,2023
....
Preliminary Design Report&Drawings Week of May 29,2023
June 6,2022
Adam Weishar,C.E.T.
Page 9 of 12
Reference: Municipality of Kincardine Water Supply Schedule C Class EA Work Plan and Budget
We do recognize that the above schedule is aggressive and is subject to an extent on availability of data and confirmation of growth
rates,as well as strong communication among the Municipality of Kincardine and Stantec project team.We would look to develop a
MS Project schedule which will be updated on a regular basis to identify any key issues and critical path items.
"4nWP,oO")n U iV6:11 as M, I;Muag, I Project Manager Nelson is a Regional Business Leader and Project Manager with over 24 years of
engineering experience in the field of environmental infrastructure and management. He has been involved in a wide range of
complex projects in the areas of infrastructure planning,advanced water and wastewater hydraulic analysis,design and contract
administration of water and wastewater treatment facilities,water transmission mains,sewage collection systems,stormwater
collection systems,water and wastewater pumping stations,Class EAs and master plans,flood control structures,erosion control
structures,and stormwater management facility design and monitoring.
mi!u�r�,�ara 4147u alla�.a p I1 3c, I Assistant Project Manager/Treatment Lead Simon brings over 10 years of project management
experience and 15+years of experience as a chemistry specialist focusing on water treatment process and distribution system
design and optimization. Simon lead the CPE evaluation of the Kincardine WTP.Other relevant experience includes acting as
project manager on the recent Region of Waterloo Backwash Assessment Study as well as the Region's System-Wide Water
Supply Facility Assessment for the Proposed Health Canada Manganese Guidelines,which included iron/manganese treatment
and backwash system conceptual designs and cost reviews for Region facilities. Simon has worked extensively with all members of
the Stantec project team on projects including many filtration,backwash assessment,environmental assessment,and hydraulic
modeling studies.
11141 �,a:e 11VVL.61aan, LI 3c VA,Sc PIIi,D Caara&:date I Water Process Specialist/CPE Lead Nicole is a process specialist with 13+
years of experience related to water treatment and process optimization.Her areas of expertise include:water treatment
performance and energy optimization;regulatory compliance;management of contaminants of emerging concern;distribution
system management;and cost-benefit analyses. Nicole was also involved with the development of the CPE and will lead the
update as part of the Class EA technical analysis.
paa�4VaN 4 h")hneu V °sc,R:_, 'R6 „ VVP I Master Plan/Class EA&Consultation Lead Paula will be leading the EA process and
consultation efforts. Paula is a Registered Professional Planner,who has focused her 26 years of experience on the environmental
planning field,managing and coordinating multidisciplinary teams to complete environmental assessments.She has valuable
experience taking complex and controversial projects through the MCEA process including navigating through Part II Order
requests and approvals,and designing and implementing Indigenous community engagement and public/regulatory agency
consultation programs. Sarah Ii-ang, B.E.S.will support Paula on the preparation of consultation materials,comment tracking,
meeting preparation,the socio-economic and land use review in the study area,and EA process documentation.
„„Ve;ssa:i:Ca Ih,��"°air,la�tit "°a I Project Technical Coordinator Jessica has over 15 years of experience working in the water industry as an
environmental assessment planner and project coordinator.She works closely with senior staff providing technical support related
to the design and implementation of water,wastewater,transportation and stormwater management EA planning studies. Her
responsibilities include the completion of EA planning and consultation processes involving the preparation of EA documentation,
file management,management of sub-consultants,agency/stakeholder consultation and management,quality assurance/quality
control,and the timely delivery of final products. Her project coordination experience includes assisting project managers with
developing/managing schedules and project teams, including coordinating across multiple disciplines.
mi!u�r�,�ara Ieattl".Wlr, C,"II nach !NV&P I Conveyance Lead Simon has 26 years of experience in the municipal and environmental field
which has provided him with the capability to carry out and assist in a wide range of environmental and municipal related projects.
June 6,2022
Adam Weishar,C.E.T.
Page 10 of 12
Reference: Municipality of Kincardine Water Supply Schedule C Class EA Work Plan and Budget
Select and relevant experience includes Conveyance Lead roles on the Union Sanitary Servicing Class EA, Port Stanley WWTF
Class EA, Delaware Water Supply Class EA, Melrose Water Supply Class EA,and Colonel Talbot Sanitary Servicing Class EA.
°rn.au it K'), Sl,evaru&: 11VUE-3c kP.l tng, I Electrical/I&C Lead Sergio is a Senior Electrical Engineer with over 25 years of experience,
specializing in electrical power system,protection and control,and process automation and control. He has carried out master
studies,preliminary and detailed design,project management,contract administration and commissioning for the electrical power
generation and distribution,electrical systems protection and control,motor control systems,process control and automation
systems.
Susan n A4rc�,,'anu I M lMn g Ial l;��PV°, P I Structural Lead Susan has 21 years of experience providing structural design for major
water and wastewater facilities throughout Ontario.She specializes in the design of reinforced concrete tanks and shafts including
aeration tanks,clarifiers,settling tanks,and pumping stations.
„h,')shu 11VaaruKaO:11 OCAD, Can C SEHC I Natural Environment Lead Josh Mansell is a Biologist with over 15 years of professional
experience, involved in environmental assessments and impact assessments,species specific management/mitigation plans,
terrestrial and aquatic habitat mapping and compensation as well as federal and provincial species at risk permitting.Assisting
Josh will be IKaayu:aa L:ILIi a,and Ilylit h L.IVaIhu.
Vaa siKnr :n °p:dhu 1P,l tng. I Water Modeling Lead Jasmin is a Water Resources Engineer with over 10 years of experience in the
planning,assessment and design of potable water,wastewater,and stormwater infrastructure for communities of all sizes,from
small subdivisions to large urban cities. Her experience has included preparing and leading hydraulic model developments/updates
and assessments,master plans and environmental assessments,and serviceability studies.Jasmin specializes in municipal
infrastructure planning and the development of hydraulic models to evaluate and support the design of major urban water
distribution and wastewater/stormwater conveyance infrastructure such as storage and pumping facilities,and large diameter
transmission and trunk lines. Her proficiency with the use of hydraulic modelling tools such as WaterCAD,WaterGEMS, H2OMAP
Water, InfoWater, InfoWater Pro, InfoWorks ICM, PCSWMM,SWMHYMO and DDSWMM has allowed her to provide specialized
services to offices across the Stantec organization.
aairliuer V,A, I Archaeology Lead Parker has over 19 years of experience,specializing in the archaeology of pre-contact
Aboriginal groups in southern Ontario and has been involved in numerous archaeological projects involving renewable energy, land
development,and aggregates.Assisting Parker will be PDaarreru K,iIppuTug, 11VA.
Veaghaan N Naard, 11VA, CAI,NlP I Cultural Heritage Lead Meaghan is a Senior Heritage Consultant and member of the Canadian
Association of Heritage Professionals and works across disciplines in a variety of settings from municipal conservation planning to
transportation infrastructure and environmental assessments. Meaghan has experience managing and executing all aspects of
Cultural Heritage Evaluation Reports, Heritage Impact Assessments, Photographic Documentations,Strategic Conservation Plans,
and Heritage Conservation District Plans.Assisting Meaghan will be If'a1rank, Sint lith, IlVA.
Da v.::d IL..ee, IP.I11"'ng, I Geotechnical Lead David has over 19 years of work experience in various civil related fields, 14 dedicated
specifically to the geotechnical engineering and materials testing discipline. David utilizes his technical experience to complete and
supervise geotechnical investigations,construction materials testing services,and site inspections for a wide range of projects including
industrial,residential,and commercial developments;buildings;bridges and culverts;and roadways including MTO highways. David will
provide input into the desktop review of available geotechnical and groundwater data.
Kerrt Buchanan, I I°;��� 0CGC I GIS Specialist Kent brings data management,spatial analysis,and cartographic design skills as
a Geographic Information Systems(GIS)application specialist. Kent has been involved with several Class EAs and Master Plans
including work on the Delaware Water Supply Class EA,Melrose Water Supply Class EA, Middlesex Centre Settlement Area
Stormwater Master Plan,Colonel Talbot Sanitary Servicing Class EA,and Dorchester WWTP Schedule C Class EA.
June 6,2022
Adam Weishar,C.E.T.
Page 11 of 12
Reference: Municipality of Kincardine Water Supply Schedule C Class EA Work Plan and Budget
e e s
The estimated costs for the activities as noted in this workplan is$444,914.22 excluding HST but including a$25,000 allowance for
additional field studies for natural environment related work.The allowance noted above would only be accessible pending
submission of an additional work plan for the Municipality's approval.
The following provides a general breakdown of key project tasks:
i m u»»» iiiair li ��aa i i � ci,l Rio
1
1
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1 Project Management including Meetings $20,606.60
2 Phase 1 —Opportunity Statement $18,550.53
.....
3 Phase 2—Alternative Solutions $134,131.55
4 Phase 3—Alternative Designs $140,294.35
5 Phase 4—ESR and Preliminary Design Report $101,081.19
6 Disbursements $5,250.00
........ ........ ........ ........ ........ ........ ........ ........ ........ ........ ........ ........ ........ ........ .........
7 Allowance $25,000.00
.....
Total(excluding HST but including allowance) $444,914.22
In preparing this fee estimate,we have assumed the following:
• Any background information will be provided at no cost to Stantec, including access to LiDAR data,orthoimagery,etc.
• PICs will be held virtually,due in part to ongoing public health concerns but also as a means to better streamline the
overall Class EA process and schedule.We would further suggest access to a pre-recorded presentation as has been
completed in other municipalities which would allow for full access across the entire Municipality,with opportunity to
submit questions or contact Stantec or Municipal staff.
• As we are proposing a virtual session,we have assumed that there will be no costs associated with room rentals for
public meetings and have also assumed that all notifications through local newspapers will be paid for by the Municipality.
• We have not included any letters to residents,as we have assumed that this can be accomplished through notices in
water bills or other means.
• Field investigations assume no Confined Space Entry is necessary.We have also assumed that any required field testing
of the low-lift system will be undertaken with assistance from Operations staff and have not included any costs related to
temporary piping or valving.
• Any request from FNs for compensation to review Class EA notices and materials will be flagged to the Municipality for
appropriate action as our fee submission excludes this potential request for reimbursement.
• Costs associated with topographic surveying are not included.
�no n�III 0S IIR IIr°"i g
We appreciate the opportunity to provide this work plan and budget to the Municipality for your consideration.We understand the
importance of this Class EA and have provided a dedicated team with the skill,relevant experience,and background knowledge to
address the planning and technical requirements in a timely manner.
June 6,2022
Adam Weishar,C.E.T.
Page 12 of 12
Reference: Municipality of Kincardine Water Supply Schedule C Class EA Work Plan and Budget
Regards,
"�n.Wllao4u� UIIV6:11a P.Eng
Regional Business Leader,Water—Canada East
Phone:519 494 7642
Fax:519 645 6575
nelson.oliveira@stantec.com
DocuSign Envelope ID: E5370779-2019-42E2-869F-ED480CAC4B72
SCHEDULE C
Physical Facilities
1. Primary booster pumping station as detailed in Subsection 3.3.2 of this Agreement;
2. One or more secondary booster pumping stations or alternate infrastructure as detailed in
Subsection 3.7.1 of this Agreement;
3. Drinking Water storage facility as detailed in Subsection 3.3.4 of this Agreement; and
4. Watermain to the Connection Point as detailed in Subsection 3.3.3 of this Agreement.
DocuSign Envelope ID: E5370779-2019-42E2-869F-ED480CAC4B72
SCHEDULE D
Construction Contracts - Required Covenants
The Municipality shall ensure that each Construction Contract requires the Construction
Contractor counterparty to:
l. agree to the Owner having the right to require changes in the work, extra work and
additional work, all pursuant to appropriate change order and/or change directive regimes
set out in each Construction Contract.
2. conduct or perform the construction and commissioning in accordance with good
construction practices and good project management practices, including in compliance
with all required regulatory approvals,permits, licences and all applicable standards.
3. take full responsibility for any environmental contamination or hazardous substance that
Construction Contractor releases or places in, on, under or through the land upon which
the construction work is to be performed up to the Connection Point.
4. rectify deficiencies and provide market standard warranties for defects, latent defects
unforeseen circumstances, liens and other similar concepts.
5. agree to a mechanism for liquidated damages to be imposed on the Construction
Contractor if the Project is materially delayed or the Construction Contractor fails to
complete the Project.
6. require Construction Contractor to provide standard security (i.e. bonds,parent company
guarantees, letters and credits, etc.) to secure the Construction Contractor's performance
of its obligations under the Construction Contract.
7. provide the policies of insurance required pursuant to each Construction Contract;
8. provide the indemnities required pursuant to each Construction Contract.
DocuSign Envelope ID: E5370779-2019-42E2-869F-ED480CAC4B72
SCHEDULE E
Operating Protocol
This Operating Protocol addresses the following:
Operating and communication procedures for Drinking Water delivery to Bruce Site including:
• Initial Start Up
• Temporary Shutdown
• Flow or Pressure Reduction
• Uncontrollable Circumstances
• Adverse Test or Condition
The Municipality will be responsible to provide drinking water to the Bruce Site up to the metering
station continuously unless another condition listed above exists.
During initial start up, temporary shutdown, flow or pressure reduction, one or more
Uncontrollable Circumstances or adverse test/condition, the Municipality will communicate to the
Bruce Power Centre of Site (COS) Operations immediately at (519) 361-4551 if Bruce Power
Drinking Water system has or may be affected. Bruce Power COS Operations is available 24
hours per day, 7 days per week.
During initial start up, temporary shutdown, flow increase above contractual obligations, one or
more Uncontrollable Circumstances or adverse test/condition Bruce Power will communicate to
Kincardine Overall Responsible Operator immediately at(519) 396-4660 if Bruce Power demand
for Drinking Water has or may be affected.
As long as the condition exists, the respective Parties will provide a daily update before 8 am.
Respective Parties will immediately notify the other party when the condition has been resolved.