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Home My WebLink About04 114 agree bruce power e e e - THE CORPORATION OF THE MUNICIPALITY OF KINC INE BY-LAW I NO. 2004-114 I I BEING A BY-LAW TO AUTHORIZE THE SIGNING OF A CONFIDENTIALITY AGREEMENT WITH BRUCE P~WER L.P. I I I , WHEREAS Section 8 of the Municipal Act, 2001, 5.0. 2001, c.~25' as amended, provides that a municipality has the capacity, rights, powers and pri leges ofa natural person for the purpose of exercising its authority under this or any oth r act; AND WHEREAS Section 9 of the Municipal Act, 2001, 5.0. 2001, <I. 25, as amended confers broad authority on municipalities to enable them to govern t~eir affairs as they consider appropriate and to enhance their ability to respond to munici al issues; AND WHEREAS the Council for The Corporation of the Municip lity of Kincardine deems it advisable to enter into a Confidentiality Agreement with B ce Power L.P. in respect to a property tax settlement between Ontario Power Generati n, the Municipality of Kincardine and the Municipal Property Assessment Corporation rei ting to the nuclear power facility leased and operated by Bruce Power; AND WHEREAS it will become necessary, from time to time, f disclose to the Municipality of Kincardine information, documentation, site pia s and drawings considered by Bruce Power L.P. to be of a confidential nature; I NOW THEREFORE the Council for The Corporation of the Municidality of Kincardine ENACTS as follows: 'I , 1. That the Corporation of the Municipality of Kincardine enter i to a confidentiality agreement with Bruce Power to provide the level of confide tiality and security required to provide access to and information on or relat d to the nuclear facilities which it leases and operates from Ontario Power Ge eration Inc. within the Municipality of Kincardine. 2. That the Mayor and Treasurer be authorized to sign, n behalf of The Corporation of the Municipality of Kincardine, the Confid ntiality Agreement attached to this By-law as Schedule "A". 3. This By-law shall come into full force and effect upon its final ~assage. 4. This By-law may be cited as the "Bruce Power L.P. confid¡ntiality Agreement By-law" . READ a FIRST, SECOND and THIRD TIME and FINALLY PASS D this 14th day of July, 2004. / ~. ÁJlI.~ Mayor ' -~-- -------- .,.,:" -,' .......... .. . -- . This is Schedule"./L· to~ No.cX'Oo'f-//4passcd ,.~ of ~t 2004. /,! CONFIDENTIALITY AGREEMENT :or . k ~ THIS AGREEMENT IS MADE AS OF TIlE 1ST DAY OF MARCH 2004 BETWEEN BRUCE POWER L.P., a limited partnership fonned under the Laws of the Province of Ontario and having its principal place of business at P.O. Box 3000, Building B06, I}} Tie Road, Municipality of Kincardine, R.R. #2, Tiverton, Ontario NOG 2TO, (hereinafter referred to as the "Company") AND TIlE MUNICIPALITY OF KINCARDINE (hereinafter referred to as the "Recipient"), (collectively referred to as the ''parties'' and individually a "party"). WHEREAS as part of a property tax settlement between Ontario Power Generation Inc., the Recipient and the Municipal Property Assessment Corporation with respect to the nuclear power facility leased and operated by the Company located near Tiverton, Ontario (the "Site"), the Recipient will be performing various assessments of buildings, structures and land at the Site (the "Assessment"); AND WHEREAS in order for the Recipient to perfonn the Assessment, it will become necessary, from time to time, to disclose to the Recipient infonnation, documentation, site plans or drawings that the Company considers to be of a confidential nature; AND WHEREAS the Company wishes to define its rights and obligations with respect to any and all infonnation provided to the Recipient to enable it to perfonn the Assessment; NOW THEREFORE in consideration of the foregoing recitals, the covenants contained in herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties hereby declare, covenant and agree as follows: 1. "Confidential Information" shall be defined as any and all data and infonnation in any format or fonn, electronic, written, visual or oral, relating to the business, affairs or operations of the Company, which at any time may be communicated or revealed to the Recipient, either directly or indirectly by the Company or any of its Representatives, including, but not limited to, site plans, drawings, contracts, reports, memoranda, legal documentation, financial data, present or future business plans or strategies, customer data, technology, design techniques, and all other infonnation not generally ascertainable from public or published infonnation. Confidential Information will not include infonnation which: ... ...... l-'~ . ~.- ~ "Il- " . .- . (a) has rightfully been in the possession of the Recipient prior to the date of disclosure of such infonnation by the Company hereto (for certainty, information disclosed to the Recipient for purposes related to property tax assessments prior to the date written below shall be considered Confidential Infonnation); (b) has been in the public domain prior to the date of disclosure of such infonnation by the Company hereto; (c) has become part of the public domain by publication or by other means except by means of an unauthorized act or omission on the part of the Recipient; (d) has been lawfully obtained by the Recipient from a third party independent of the Company who, to the knowledge of the Recipient, is not under any obligation of confidence to the Company hereto; and, (e) is required to be disclosed by order of Court or governmental authority. 2. The Recipient agrees to disseminate the Confidentiallnfonnation only to its respective directors, officers, employees, elected members of Council or professional advisors including, without limitation, legal counsel and property tax advisors, if any, directly involved with the Assessment, and anyone else who is approved in writing by the Company prior to dissemination, (collectively, the "Representatives") and who agree to be bound by the covenants set out herein. The Recipient agrees to be responsible for and accepts liability in respect of any breach of the provisions herein including the unauthorized disclosure or use of the Confidentiallnfonnation or any part thereof by any of its Representatives. 3. The Recipient and its Representatives shall receive and maintain the Confidential Infonnation in the strictest of confidence and shall only use the Confidentiallnfonnation for the limited purpose of enabling the Recipient to perfonn the Assessment and for no other purpose or use, and shall not disclose such Confidential Infonnation or any part thereto to any other person or entity except for Ontario Power Generation Inc. and its professional advisors including, without limitation, legal counsel and property tax advisors, except in accordance with the covenants herein. 4. The Recipient and its Representatives agree that the Confidentiallnfonnation is and shall remain the property of the Company and shall not copy or reproduce any written materials comprising a part of the Confidential Infonnation without the Company's prior written consent, except as may be necessary to perfonn the Assessment. 5. At the option of the Company and upon its request, the Recipient and its Representatives shall promptly return or destroy all notes, memoranda, correspondence, documents and any other Confidential Infonnation, including all copies thereof, either furnished hereunder or prepared by the Recipient or its Representatives. Any destruction of such Confidentiallnfonnation shall be confinned in writing upon the request of the Company. 6. Without the prior written consent of the Company, the Recipient will not disclose to any person, with the exception of Ontario Power Generation Inc. and its professional advisors including, without limitation, legal counsel and property tax advisors, the fact that the .... .,. .,'< .#,. ~ . . . Confidential Information has been made available to the Recipient and then only upon furnishing the Company with immediate written notice. 7. The Recipient agrees that a breach of any of the covenants set out herein shall have material and adverse consequences to the Company and that damages arising from the said breach may be difficult to quantify. Accordingly, the Recipient agrees that should it, or any of its Representatives, breach any provision herein, that in addition to any other right or remedy at law or in equity, the Company shall be entitled to an immediate injunction or other appropriate order to restrain any such breach by the Recipient withoùt quantifying the damage sustained by the Company. 8. The Recipient hereby agrees to indemnify, defend, and hold the Company harmless from and against any and all loss, cost, expense, liability, claim or cause of action, including legal fees and other costs of litigation incurred in connection with such claims, which the Company may incur or be subject to arising from the breach of any provision of this agreement by the Recipient. 9. If any provision herein is determined to be invalid or unenforceable in whole or in part, it shall be deemed not to effect the validity of the remaining provisions and each section herein is hereby declared to be a separate and distinct provision. IN WITNESS HEREOF the parties have, by their duly appointed representatives who each have the authority to bind the parties, executed this Agreement as of the date first noted above. BRUCE POWER .P., by its General Partner, Bruce Power Inc. By: By: l~~~ BrianAanslroD¡ General Counsel & eoq,... Sec:œtar,. BRUCB POWER . LA..W DIVISION I Approved: ~ Dale: ~ III'~ MUNICIPALITY OF KINCARDINE ~ OF-/. k . BY: "ir~ ~ ~ 1:-__<- BY: Name: Glenn R. Sutton Title: Mayor Duly Authorized Name: Title: Brenda French Treasurer