HomeMy WebLinkAbout08 023 Bruce Power LP Funding Assistance Agreement
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THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
KBT
BY-LAW
NO. 2008 - 023
BEING A BY-LAW TO AUTHORIZE THE SIGNING OF AN AGREEMENT
BETWEEN BRUCE POWER L.P. AND THE CORPORATION OF THE
MUNICIPALITY OF KINCARDINE FOR FUNDING ASSISTANCE FOR
NUCLEAR EMERGENCY PREPAREDNESS
AND WHEREAS pursuant to the Municipal Act, 2001, S.O. 2001, c. 25 as
amended, 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 Emergency Management and Civil Protection Act, R.S.O.
1990, c. E.9 states that the Lieutenant Governor in Council shall formulate an
emergency plan respecting emergencies arising in connection with nuclear
facilities, and any provisions of an emergency plan of a municipality respecting
such an emergency shall conform to the plan formulated by the Lieutenant
Governor in Council;
AND WHEREAS Section 2.1 (1) of the said Act states that every municipality
shall develop and implement an emergency management program which
includes an emergency plan;
AND WHEREAS Bruce Power L.P has agreed to provide a share of the funding to
the Nuclear Emergency Plan Program;
AND WHEREAS the Council of The Corporation of the Municipality of Kincardine
deems it advisable to enter into an Agreement with Bruce Power L.P for funding
assistance to help cover the costs connected with the Nuclear Emergency Plan
program;
NOW THEREFORE the Council for The Corporation of the Municipality of
Kincardine ENACTS as follows:
1. That the Corporation of the Municipality of Kincardine enter into an
agreement with Bruce Power L.P., to provide a share of funding to the
Nuclear Emergency Plan Program in accordance with terms and conditions
outlined in the agreement attached hereto as Schedule 'A' and forming part
of this by-law.
2. That this agreement to provide funding to the Municipality shall be in force for
a term of one (1) year commencing January 1, 2007 and shall thereafter be
automatically renewed for successive one-year terms unless either Party
provides at least 30 days notice prior to the end of the Initial Term or any
given Renewal Term.
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Bruce Power L.P. Funding Agreement By-law
By-law No. 2008 - 023
3. That the Mayor and CAO be authorized to sign, on behalf of The Corporation
of the Municipality of Kincardine, the Agreement with Bruce Power L.P.
attached to this by-law and to affix the corporate seal as and when required.
4. That any other bylaw inconsistent with the provisions of this by-law be hereby
rescinded.
5. This By-law shall come into full force and effect upon its final passage.
6. This By-law may be cited as the "Bruce Power L.P. Funding Assistance
Agreement By-law".
READ a FIRST and SECOND time this 20th day of February, 2008.
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and FINALLY PASSED this 20th day of February, 2008.
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This is Schedule n..zt" to By-Law
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REEMENT
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This Agreement dated as of the 14'h day of December, 2007, with effect as of the 1" day of January 2007
BETWEEN:
BRUCE POWER L.P. a limited partnership formed under the Laws of the Province of Ontario
and having its principal place of business at P.O. Box 1540, Building B10, 177 Tie Road,
Municipality of Kincardine, R.R. #2, Tiverton, Ontario NOG 2TO ("Bruce Power")
("Bruce Power")
and
MUNICIPALITY OF KINCARDINE (the "Municipality")
(Collectively referred to hereinafter as the "Parties")
WHEREAS:
A. The Emergency Management and Civil Protection Act, (the "Act") directs Ontario's Provincial
Government to formulate an emergency plan for nuclear facility emergencies (the "Plan");
B. The Act requires the emergency plan of the Municipality to conform to the Plan;
C. The Plan requires the Municipality to have a program to prepare for and respond to a nuclear
emergency and otherwise address its responsibilities as outlined under the Plan ("Program");
and
D. Bruce Power agrees to provide funding to the Municipality to cover certain costs in
connection with the Program, all in accordance with the terms and conditions outlined
herein.
NOW THEREFORE in consideration of the premises and mutual covenants and agreements herein,
the Parties hereby covenant and agree as follows:
1.0 INTERPRETATION
1.1 Definitions: Unless the context otherwise requires, the following terms wherever used in this
Agreement shall have the following meanings:
"Agreement" means this Agreement as amended from time to time;
"Applicable Law" means collectively, all applicable laws, statutes, ordinances, decrees, rules,
regulations, by-laws, legally enforceable policies, codes or guidelines, judicial, arbitral,
administrative, ministerial, departmental or regulatory, judgments, orders, decisions, directives,
rulings or awards, and conditions of any grant of approval, permission, certification, consent,
registration, authority or licence by any court, statutory body, self-regulatory authority, stock
exchange or other Governmental Authority, including Nuclear Law;
"BP Portions" has the meaning set forth in Section 5.6;
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"Business Day" means any day other than a Saturday, Sunday or any other day that is a
statutory holiday in Ontario;
"Commercially Reasonable" means efforts which are designed to enable a party, directly or
indirectly, to satisfy or perform its obligations under this Agreement or to otherwise assist in the
performance of the services contemplated by this Agreement and which do not require the
performing party to expend any funds or assume liabilities other than expenditures or liabilities
which are reasonable in nature and amount in the context of such obligations or transactions or,
where applicable, usual commercial practice;
"Confidential Information" has the meaning set forth in Section 1 0.2;
"CPI" means the ratio of the cost of a fixed set of commodities purchased by consumers in the
Province of Ontario in a particular time period to the cost of such commodities in a base period
as reflected by the Consumer Price Index for Ontario (all items) published by Statistics Canada
(or by any successor thereof) from time to time.
"Funding" has the meaning set forth in Article 3, as may be amended from time to time by
mutual agreement between the Parties;
"Intellectual Property" means patents and patent applications; trademarks and trademark
appiications; trade names; certification marks; copyrights; computer software; any computer
system comprising any combination of hardware, software, firmware, middleware, software
libraries and software tools, in either object or object and source code format, and the design,
technical and user documentation relating thereto; information technology; data (hard copies and
machine readable); inventions and discoveries (patented or otherwise); works; designs; formulae;
processes; procedures; trade secrets; industrial designs and plans; engineering designs and
plans; blueprints and as-built plans and specifications; operating, safety and maintenance
manuals; documentation of procedures and processes; training instruction and maintenance
manuals; and all registrations and applications for registrations in connection with the foregoing;
"Municipality' means the Municipality of Kincardine and "Municipal" means relating to the
Municipality;
"Persons" means any individual, partnership, limited partnership, joint venture, syndicate,
sole proprietorship, company or corporation with or without share capital, unincorporated
association, trust, trustee, executor, administrator or other legal personal representative,
Governmental Authority or entity however designated or constituted; and
"Program" has the meaning ascribed thereto in Recital C to this Agreement.
1.2 Extended Meanings: In this Agreement, unless the context otherwise requires, words
importing the singular number include the plural and vice versa; words importing the masculine
gender include the feminine and neuter gender; and words importing persons include individuals,
sole proprietors, corporations, partnerships, trusts and unincorporated associations.
1.3 Headings: Headings are not to be considered part of this Agreement, are included
solely for convenience, and are not intended to be full or accurate descriptions of the contents
of the paragraphs.
1.4 References: Unless otherwise specified, reference in this Agreement to Sections and
Schedules are to sections of, and schedules to, this Agreement. Any reference to a statute and to
the regulations made pursuant to such statute and regulations may at any time be amended or
modified and in effect and to any statute or regulations that may be passed that have the effect of
supplementing or superseding such statute or regulations. References to the Act also include any
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regulations thereunder.
1.5 Capitalized Terms: Each capitalized term has the meaning given to it in this Agreement.
Capitalized terms not otherwise defined in this Agreement shall have the meaning assigned
thereto in the Act or the Plan.
1.6 Business Day. Whenever any action or payment to be taken or made under this Agreement
shall be stated to be required to be taken or made on a day other than a Business Day, and
payment shall be made or such action shall be taken on the next succeeding Business Day.
1.7 Currency. All amounts in this Agreement are stated and shall be paid in Canadian
currency.
2.0 TERM AND TERMINATION
2.1 This Agreement to provide Funding to the Municipality shall be in force for a term of one (1) year
commencing January 1,2007 ("Initial Term") and shall thereafter be automatically renewed for
successive one-year terms ("Renewal Terms") unless either Party provides at least 30 days notice
prior to the end of the Initial Term or any given Renewal Term of its desire to terminate at the end
of such Initial Term or Renewal Term, as the case may be.
3.0 FUNDING AMOUNT
3.1 Bruce Power will reimburse the Municipality up to $95,000 per year (subject to CPI adjustment in
accordance with the following sentence), for each year of the term of this Agreement, for
expenses incurred by the Municipality in administering the Program ("Funding"). The $95,000
yearly Funding limit will be adjusted each year of the term of the Agreement, commencing in 2008,
by the percentage change in the annual average CPI for the twelve-month period ending on
December 31 of the contract year that just ended, over the annual average CPI for the
immediately preceding twelve-month period ending on December 31. The funds will be allocated
subject to fulfillment by the Municipality of its obligations as described in Article 4.0.
4.0 FUNDING BY BRUCE POWER
4.1 All funds provided under this Agreement will be used solely for the purpose of supporting the
Program, including without limitation the operation and maintenance of municipal operations
center telephone lines and the automated telephone public alerting system in the contiguous zone.
4.2 Funding by Bruce Power will be subject to the Municipality fulfilling its obligations under this
Agreement, including those set out in Schedule "A".
4.3 If at any time during the term of this Agreement, the Municipality fails to fulfill any of its
obligations under this Agreement, including those set out in Schedule "A", Bruce Power shall
have the right to withhold from the invoice an amount as in Bruce Power's reasonable opinion
takes into account the deficiencies until such deficiency has been corrected to Bruce Power's
reasonable satisfaction. Any amount withheld will be paid within 30 days after receipt of the
invoice submitted after Bruce Power's approval of the correction of deficiencies.
5.0 ACQUISITION OF FUNDS
5.1 The Municipality will send two (2) invoices per year in accordance with the provisions of this Article
5.0.
5.2 The first invoice must be received by Bruce Power between June 30 and July 30 of the then
current year. The second invoice must be received by Bruce Power between December 31 and
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January 31 of the then following year.
5.3 In order to be considered for reimbursement, invoices must provide a detailed, itemized account
of expenses incurred, and the total of both invoices shall not exceed $95,000 (or such other
amount as adjusted by CPI in accordance with Section 3.1) unless agreed in writing upon by the
Parties.
5.4 The Municipality shall deliver its invoices to Bruce Power to the address shown below, or to such
alternate address provided by Bruce Power for this purpose:
Bruce Power L.P.
P.O. Box 6000, B10, 5th Floor
Tiverton, Ontario NOG 2TO
Attention: Accounts Payable
With a copy to:
Attention: Rick Cook Facsimile No.:
(519) 361-4559
Invoices may also be submitted electronically to accountingservices@brucepower.com
OR bnodaccountsoavab leinaui rv@bruceoower.com.
Prior to sending the final invoice as set out above, a draft invoice shall be submitted to the Contract
Manager for verification and approval to:
Contract Manager name:
Email address:
Rick Cook, Bldg B 10, Phone 519-361-2673 ext 3091
rick:cook@brucepower.com
All invoices shall reference this Agreement and the then current Purchase Order. If Bruce Power
disputes any invoiced amount, or any portion of an invoiced amount, Bruce Power shall provide
the Municipality with a written explanation for the disputed amount within ten (10) days of receipt
of the invoice. Bruce Power shall pay all undisputed invoiced amounts within thirty (30) days of its
receipt of the invoice and all disputed invoiced amounts within fifteen (15) days of the date of
resolution of the disputed amount.
5.5 PST and GST: Ontario Retail Sales tax is not to be charged to Bruce Power on this Agreement.
Bruce Power will pay retail sales tax directly to the province. Permit #9886-9280G. All amounts
due as goods and services tax as well as GST registration number must be shown separately on
invoices. The Municipality shall deduct all recoverable GST paid from reimbursable expenses
before adding GST to amounts to be invoiced to Bruce Power. The Municipality's GST
registration number must appear on all invoices.
5.6 Audit: The Municipality shall maintain accurate and complete books and records with respect to
(i) portions of the Program which directly require Bruce Power involvement such as training drills
and exercises ("BP Portions"), (ii) all invoices rendered, (iii) any Force Majeure Event and
(iv) compliance with Applicable Law. Bruce Power shall be entitled to audit such books and
records in order to confirm compliance with the terms of this Agreement on the terms set out in
this Section 5.7. The Municipality shall make such books and records available to individuals
designated by Bruce Power and provide any assistance they may reasonably require in order to
conduct audits and inspections, provided that audits and inspections shall be made at reasonable
times and on at least ten (10) Business Days prior notice and Bruce Power shall not commence
an audit of any invoiced amount later than twelve (12) months after the receipt of such invoice. If
Bruce Power is not satisfied with the information provided by the Municipality in respect of an
audit, Bruce Power may retain an independent auditor, at its own expense, to review the books
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and records referred to above. The Municipality may refuse to disclose to Bruce Power or its
agents any information that the Municipality is prevented from disclosing to Bruce Power as a
result of a confidentiality obligation to another Person provided that the Municipality shall use
Commercially Reasonabie Efforts to obtain consents to permit disclosure of such information if
such information is reasonably required in order to conduct an audit and inspection by Bruce
Power under this Section 5.6.
6.0 REVIEW AND INSPECTION OF THE PROGRAM
6.1 Examination of the Program: Upon request from Bruce Power acting reasonably, at any time or
times during the performance of the Program, the Municipality shall examine and confirm that any
portion or portions of the Program have been performed in accordance with this Agreement and
Applicable Law. If the Program is not so in accordance, the Municipality shall forthwith correct the
Program and the cost of any such examination and correction shall be solely for the account of the
Municipaiity.
7.0 EXECUTION OF THE PROGRAM
7.1 Control of the Program: Subject to Applicable Laws, agreement with Bruce Power, Section
7.8 and contrary provisions in this Agreement, the Municipality shall:
a) have total control of the Program and shall diligently direct and supervise the Program so
as to ensure its performance in accordance with this Agreement; and
b) be solely responsible for the means, methods, techniques and procedures and for co-
ordinating the various parts of the Program.
7.2 Performance Standards: The Municipality shall perform the Program at the degree of
professional thoroughness and competence and above and beyond the standard normally
exercised by Persons performing work of a similar nature.
7.3 Compliance with Applicable law: The Municipality shall perform the Program in strict
compliance with this Agreement and all Applicable Law.
7.4 Qualified Personnel: The Municipality shall execute the Program using only those individuais
who are suitably qualified and experienced for the Program. Bruce Power may, by written notice to
the Municipality, reject any such individual but only on the basis of Bruce Power's assessment of
various factors, acting reasonably, including without limitation such individual's experience or
qualifications and/or prior performance reievant to the Program.
The Municipality shall maintain good order and discipline among the Municipality's employees
engaged on the Program and shall not employ any Person for the Program who is not skilled
and qualified in the tasks assigned.
7.5 The Municipality to Review Documentation: The Municipality shall review the invoices or other
documents issued to Bruce Power and shall report promptly to Bruce Power any error,
inconsistency, or omission the Municipality may discover.
7.6 Licenses and Certificates: The Municipality shall be responsible for obtaining and complying
with licences and certificates necessary for the execution of the Program.
7.7 labour Requirements: The Program shall be executed in accordance with applicable federal
and provincial labour laws.
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7.8 BP Portions: BP Portions must be approved by Bruce Power. Bruce Power may, if it so chooses
at any time, participate in the planning and design of any BP Portions.
8.0 QUALITY ASSURANCE
8.1 Quality Assurance Audit: BP Portions may be subject to quaiity assurance audit, surveillance
and inspection by Bruce Power or its authorized representative, for which purpose the Municipality
shaii aiiow access to any Municipality records at aii reasonable times; and demonstrate to the
satisfaction of Bruce Power or its authorized representative that the BP Portions of the Program
meet the requirements of this Agreement.
8.2 No Waiver: Any waiving of surveillance or acceptance by Bruce Power or its representative shaii
not relieve the Municipality from the responsibility of executing the BP Portions in accordance
with this Agreement.
9.0 CHANGES
9.1 Changes to the Program or Funding: The Municipality, subject to Applicabie Law and contrary
provisions in this Agreement, may make changes in the Program consisting of additions,
deletions, or other revisions to the Program.
9.2 Changes in Funding and to the BP Portions must be authorized in writing by Bruce Power.
10.0 RIGHTS TO INFORMATION, DISCLOSURE AND INFRINGEMENT
10.1 Proprietary Rights: The Municipality shaii not use any Confidential Information obtained by the
Municipality pursuant to this Agreement for any purpose other than the performance of the
Program. The Municipality shaii ensure that third parties working with the Municipality to execute
the Program shaii not use any Confidential Information obtained by the Municipality pursuant to
this Agreement for any purpose other than the performance of the Program, and ensure that each
such person to whom Confidential Information is thus disclosed enters or has entered or is
otherwise bound by a written confidentiality agreement which extends the Party's obligations
hereunder to such person.
10.2 Confidential Information: Any information provided by Bruce Power (the "disclosing party") to the
Municipality (the "receiving party') before or after the execution of this Agreement; Inteiiectual
Property; any financial information that is designated by the disclosing party in writing as
confidential or proprietary or protected (coiiectively, the "Confidential Information") shaii remain the
property of the disclosing party and may not be published, communicated or otherwise disclosed
by the receiving party to any third party except as may be required for the performance of the
Program, and except as in this Agreement and subject to such third parties being restricted to
using the Confidential Information only for the purposes of the Program contemplated herein.
Each party shaii maintain the confidentiality of aii Confidential Information during the Term and
any renewal terms and at aii times thereafter.
10.3 Return of Confidential Information: Upon the termination of this Agreement, howsoever
occurring, the Municipality shaii, within 10 business days, deliver to Bruce Power aii Confidential
Information relating to the Program within the Municipality's possession or control, and shaii not
retain any copies of such information without the consent of Bruce Power and shaii make
Commerciaiiy Reasonable Efforts to ensure that any Person to whom the Municipality disclosed
Confidential Information does the same.
10.4 Exclusions: The restrictions on the Municipality related to the disclosure and use of
Confidential Information shaii not apply In the case that such information:
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A. is or becomes part of the public domain through no breach of this Agreement;
B. is subsequently lawfully obtained by the recipient from a third party who is
established as a lawful source of the information, without breach of this
Agreement by the recipient;
C. is required to be disclosed by order of a court of competent jurisdiction, provided that
prior to disclosure the recipient has notified the disclosing party of the order;
D. is required to be disclosed by law, or to any governmental authority or stock
exchange entitled to require disclosure; or
E. is disclosed to the officers, employees, agents, servants or subcontractors of the
disclosing party (provided the disclosing party shall have previously obtained from such
Persons a satisfactory written undertaking substantially in the form of the confidentiality
undertaking of the disclosing party hereunder) to the extent necessary to enable it to carry
out its obligations hereunder, or cause others to do the same, pursuant to this Agreement.
11.0 WARRANTIES
11.1 The Municipality's Warranty: The Municipality warrants that the Program shall meet all
requirements of this Agreement and Applicable Laws (the "Warranty").
11.2 Warranty Period: The Warranty shall remain in full force and effect throughout the Term of this
Agreement and any renewal terms.
11.3 Notice and Correction of Defective Program: If any part of the Program does not meet the
standard of performance under the Warranty, the Municipality shall correct promptly, at the
Municipality's expense, all defects or deficiencies in the Program that appear prior to and
during the Warranty Period.
12.0 FORCE MAJEURE EVENT
12.1 Neither Party shall be held responsible or liable, either directly or indirectly, or be deemed in
default or in breach of this Agreement for any loss, damage, detention, delay, failure or inability to
meet any of its commitments hereunder caused by or arising from any cause which is
unavoidable or beyond its reasonable control, including without limitation war, hostilities, invasion,
insurrection, riot, the order of, the action or the failure to act by, any competent civil government
(including the Government of Canada, or any provincial or local government thereof or any
statutory tribunal of competent jurisdiction), explosion, fire, strikes, lockouts or labour disputes
and the time or times provided for hereunder for performance by both Parties shall be extended
for a period equivalent to the time any such cause was preventing performance together with any
further extension of time as the Parties may mutually agree upon.
12.2 If either Party is unable to perform its obligations hereunder due to a force majeure cause, it shall
so notify the other Party in writing, stating the cause and shall use its best endeavor to remove
such cause provided, however, that neither Party shall be obligated to resolve or terminate any
disagreement with third parties including labour disputes except under conditions acceptable to it
or pursuant to the final decision of any arbitral, judicial or statutory agency having jurisdiction to
finally resolve the disagreement.
13.0 SETTLEMENT OF DISPUTES
13.1 Bruce Power and the Municipality agree that any dispute, question or claim (the "Dispute") arising
under or pursuant to this Agreement shall be settled in accordance with the method provided in
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this Articie 13. Any Dispute which cannot be reconciled by the Partie's day to day contacts shall be
submitted to a co-ordinating committee (the "Co-ordinating Committee") for informal resolution.
Either party hereto may commence an informal resolution under this section 13.1 by delivering a
written notice of informal resolution to the other (the "Notice of Informal Resolution"). Once the
Notice of Informal Resolution has been delivered, each party shall, within five (5) days, appoint a
representative individual to the Co-ordinating Committee. In the event that one of the nominees is
unable to continue acting on the Co-ordinating Committee, or if the nominating party wishes to
replace its nominee, the nominee shall be replaced by another nominee from the respective
nominating party. The Co-ordinating Committee shall seek to review the Dispute on a timely basis.
The Co-ordinating Committee must resolve the Dispute within thirty (30) days of the date of receipt
of the Notice of Informal Resolution. Any decision of the Co-ordinating Committee shall be final
and binding upon the parties to this Agreement, 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.
14.0 DISCLOSURE AND REVIEW
14.1 A joint review of the Program will be conducted annually by executive representatives of the
Municipality and Bruce Power.
14.2 The reporting measures for the purposes of setting and monitoring expectations are set out in
Schedule "A".
15.0 GENERAL
15.1 Notices: Any formal notice required by this Agreement shall be deemed properly given if either
faxed with confirming receipt from recipient, sent by registered mail or courier, or delivered as
follows:
on behalf of the Municipality, to:
Municipality of Kincardine
1475 Concession 5, RR#5
Kincardine, ON.
N2Z 2X6
Attention: Roberta Trelford, CEMC
Fax No.: (519) 396-3033
on behalf of Bruce Power, to:
Bruce Power
P.O. Box 1540, B10
177 Tie Road
Municipality of Kincardine
R.R.#2
Tiverton, Ontario NOG 2TO
Attention: Rick Cook
Fax No.: (519) 361-4559
With a copy to:
Attention: Executive Vice President and General Counsel
Fax No.: (519) 361-4333
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Any such notice, if delivered by hand or by courier, shall be deemed to have been given and
received on the date on which it was received at such address, or, if sent by registered mail, shall
be deemed to have been given and received on the date on which the notice was received and
accepted. Any notice transmitted by facsimile shall be deemed to have been given and received
on the next Business Day.
Either Party may change its representative specified above by giving written notice thereof
to the other Party.
15.2 Day to Day Contact Information: Any verbal or written correspondence regarding day-
to-day activities between Bruce Power and the Municipality shall be addressed as follows:
on behalf of the Municipality, to:
Attention: Roberta Trelford
Phone No.: (519) 396-2141
Fax No.: (519) 396-3033
kinfirecemc@bmts.com
on behalf of Bruce Power, to:
Bruce Power
P.O. Box 1540, B10
177 Tie Road
Municipaiityof Kincardine
R.R. #2 Tiverton, Ontario NOG 2TO
Attention: Rick Cook
Phone No.: (519) 361- 2673 ext. 3091
Fax No.: (519) 361-4559
Each of the Parties shall notify the other in writing forthwith upon any change in persons
mentioned in this Section 15.2.
15.3 Governing Law: This Agreement shall be governed by and construed in accordance with the laws
of the Province of Ontario and the federal iaws of Canada applicable in the Province of Ontario
and shall be treated, in all respects, as an Ontario contract. Each party to this Agreement
irrevocably attorns to and submits to the jurisdiction of the Courts of Ontario with respect to any
matter arising under or relating to this Agreement.
15.4 Severability: Each of the provisions contained in this Agreement are distinct and severable and a
declaration of invalidity or unenforceability of any such provision or part thereof by a court of
competent jurisdiction shall not affect the validity or enforceability of any other provision of this
Agreement. To the extent permitted by Applicable Law, the Parties waive any provision of
Applicable Law that renders any provision of this Agreement invalid or unenforceable in any
respect. The Parties shali engage in good faith negotiations to repiace any provision which is
declared invalid or unenforceable with a valid and enforceable provision, the economic effect of
which comes as close as possible to that of the invalid or unenforceable provision which it
replaces.
15.5 Entire Agreement: This Agreement, including Schedule A, constitutes the entire agreement
between the Parties pertaining to the subject matter of this Agreement and supersedes all prior
agreements, understandings, negotiations and discussions, whether oral or written, of such
Parties and there are no warranties, representations or other agreements between the Parties
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hereto in connection with the subject matter of this Agreement except as specifically set forth in
this Agreement. This Agreement supersedes and replaces the Bruce Nuclear Emergency
Preparedness Agreement dated November 18, 2002 between the Parties.
15.6 Waiver, Amendment: Except as expressiy provided in this Agreement, no amendment or waiver
of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No
waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall
any waiver of any provision of this Agreement constitute a continuing waiver or operate as a
waiver of, or estoppel with respect to, any subsequent failure to compiy, unless otherwise
expressly provided.
15.7 Successors and Assigns: This Agreement and all of the provisions of this Agreement shall be
binding upon and shall enure to the benefit of the Parties and their respective successors and
permitted assigns. Neither this Agreement nor any of the rights, interests or obligations under this
Agreement shall be assigned by either Party without the prior written consent of the other, which
consent shall be in the sole discretion of the other Party. No consent to an assignment by either
Party shall relieve the other Party from any liability or obligation under this Agreement.
15.8 Counterparts: This Agreement may be executed by the Parties hereto in separate counterparts
each qf which when so executed and delivered shall be an original, and all such counterparts shall
together constitute one and the same instrument.
IN WITNESS WHEREOF, Bruce Power and the Municipality have caused this Agreement to be executed
by their duiy authorized representatives as of the date first above written.
By:
P., b~ its G~ffi;itCE POWER INC.
BRUCE POWE
Name:
Title:
~~ ~~(
BrilllAmstfoeg, Q.C.
F.xeceliYc Vice President l GcocnI COODSCI
rERUCE POWER
I LAW DIVISION I
i Approved: W.J I
I Date: .:r~, <ol,iI I
By:
Name:
Title:
By:
By:
Name: La r
Title: Mayor
'-c7' '-- .1:,,-~ .
Name: John deRosenroll
Title: Chief Administrative
".
Officer
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SCHEDULE "A"
KEY DELlVERABLES OF MUNICIPALITY
Set out below are the deliverables that the Municipality will be required to complete to receive
full Funding under the Agreement.
1. Annual Emergencv Management Program
The Annual Emergency Management Program must be published and distributed no later
than January 31st of the current year and must identify, by quarter, the following:
. drill and exercise schedule;
. the Emergency Management Program Coordinating Committee ("EMPCC") meetings;
. the training schedule for those Municipality employees who require training under
Applicable Law;
. off-site warning siren tests; and
. Bruce Power off-site centre practices.
2. Meetings
The Municipality shall:
. ensure that the EMPCC meetings and sub-committee meetings are held as required by
Applicable Law, with a minimum of 2 EMPCC meetings per year;
. send out a meeting agenda to committee members no later than 2 weeks prior to the
meeting date;
. send out meeting minutes to committee members no later than 2 weeks after the meetings
have been conducted; and
. ensure that a Bruce Power representative is appointed by the Municipality's councilor
any authorized Council representative as an EMPCC committee member; and
. conduct an annual meeting between the Bruce Power Emergency Plan Programs Section,
the Municipality's Fire Chief and the Municipality's Community Emergency
Management Coordinator for the purpose of reviewing program performance and
developing corrective actions as required.
3. Municipal Emergencv Preparedness
The Municipality shall:
. prepare/revise plans and procedures as required under the Act and under the Plan;
. coordinate and conduct training of the Municipality's ECG and other emergency
response staff who require training under the Act or the Plan;
. maintain the Municipality's emergency equipment and facilities in a state of readiness by
performing regular checks and correcting deficiencies.
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4. Drills and Exercises
The Municipality shall:
. conduct/coordinate Municipal emergency centre drills and exercises and Contiguous
Zone warning system tests; and
. ensure completion of the Municipal drill and exercise preparation activities. Specifically
these include:
. coordinating the planning and preparation of the Municipal drills/exercises, including
exercise objectives, scenario development, agency participation, timeline, message
cards, emergency facility availability and readiness etc.;
. ensuring thorough pre-job training and briefings are completed for the external
agencies; and
. coach the emergency operations centre personnel in the performance their functions.
5. Reports
The Municipality shall provide to Bruce Power a Quarterly report to detail the following:
A. Documentation
. the status of plans and procedures required under the Act and under the Plan, including
the status of documents requiring revision and the target date for completion of such
revisions
B. Municipal Emergency Response Staff training
. the number of training sessions conducted
. the number of personnel from the Municipality trained (including Emergency Control
Group personnel and such other Municipality staff that require training in accordance
with the Act or the Plan)
C. Emergency Centre Facility and Equipment Readiness
. report on type and frequency of facility/equipment checks performed; and
. report on deficiencies found and corrective actions taken.
D. Opportunities for Improvement
. status the finding and opportunities for opportunities for improvement identified from
drill/exercise reports and assessments.
E. Drills and Exercises Performance Report
. When were the drills/exercises conducted?
. What was the scenario and scope?
. What organizations attended?
. What findings and opportunities for improvement did the drills/exercises generate?
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.
F. Public Education Update Report - Annual Summary
6. Nuclear Emergency Planning Scope
To the extent that nuclear emergency planning requirement extends beyond the
boundaries of the Municipality, the Municipality will be responsible to ensure that neighboring
municipalities are adequately supported in their nuclear emergency planning. Communication
and coordination of nuclear emergency planning within Bruce County is the responsibility of the
Municipality's Emergency Control Group or Emergency Management Program Coordinator, as
applicable. This work would be conducted through the Regional Nuclear Emergency
Management Coordinating Committee (as such term is used in the Plan).
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