HomeMy WebLinkAbout03 017 agree bruce power fund
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THE CORPORATION OF THE MUNICIPALITY OF KlNC INE
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A BY·LAW TO AUTHORIZE THE SIGNING OF AN æREEMENT
BETWEEN BRUCE POWER L.P. AND THE CORPORA ION OF THE
MUNICIPALITY OF KINCARDINE FOR FUNDING ASSI TANCE FOR
NUCLEAR EMERGENCY PREPAREDNES
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WHEREAS the Council for The Municipality of Kincardine deem it advisable to
enter into an Agreement with Bruce Power L.P. a limited partne hip formed
under the Laws of the Province of Ontario and having its princip I place of
business at P.O. Box 3000, Building B06, 177 Tie Road, Munici ality of
Kincardine. R.R. #2, Tiverton, Ontario
NOG 2TO.
WHEREAS The Emergency Plans Act, 1990 directs Ontario's P vincial
Govemment to establish a Provincial Nuclear Emergency Plan ( he ·Plan");
WHEREAS The Plan directs the Municipality to have a Nuclear mergency
Preparedness Program ("Program");
WHEREAS The costs of this Program are to be shared amongst the Federal
Joint Emergency Preparedness Program. the Municipality and B ce Power; and
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WHEREAS Bruce Power agrees to provide its share of funding tf the Program in
accordance with the terms and conditions herein. ,
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AND WHEREAS this Agreement provides for the funding assis~nce by Bruce
Power to the Municipalities' nuclear emergency preparedness pr?gram;
NOW THEREFORE the Council for The Corporation of th~ Municipality of
Kincardine ENACTS as follows: ,
1. That the Corporation of the Municipality of Kincardine enter in 0 an agreement
with Bruce Power L.P. in consideration of the premises and utual covenants
and agreements herein, to provide the share of funding to the Nuclear
Emergency Plan Program in accordance with terms and cond'tions outlined in
agreement forming Schedule 'A' to this by-law.
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2. That this agreement to provide funding to the Municipality sh~1I be in force for
a term of five (5) years commencing January 1, 2002 (" ommen cement
Date") and terminating December 31, 2006 ("Term") unless () Bruce Powers
legal obligation to provide Funding during the Term is amen ed or cancelled
for any reason or (ii) unless cancelled or amended by m tual agreement
between the Parties. Subsequent term fum:ting to be ren gotiated by the
Parties if and when necessary.
3. That the Mayor and CAO be authorized to sign, on behalf of he Corporation
of the Municipality of Kincardine, the Agreement with B ce Power· L.P.
attached to this by-law and to affix the corporate seal as and hen required.
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Bouoo -.. L.P. Fond;"" .."""""" Ag"'~
By-Law No. 2003 -17 I
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4. That any other bylaw in consistent with the provision of this t)y-Iaw be hereby
rescinded. I
5. This By-law shall come into full force and effect upon its fin I passage.
6. This By-law may be cited as the "Bruce Power L.P. Fu ding Assistance
Agreement, By-law".
READ a FIRST, SECOND and THIRD TIME and DEEMED ITO BE PASSED
this 5th day of February, 2003. I
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Clerk
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BRUCE NUCLEAR EMERGENCY PREPAREDNESS FUNDING AGREEMENT
(the "Agreemenr)
This Agreement dated as of the 18" day of November, 2002, with effect as of the 1" day of
January 2002 .
BETWEEN:
BRUCE POWER LP. a limited partnership formed under the Laws of the Province of Ontario
and having its principal place of business at P.O. Box 3000, Building 806, 177 Tie Road,
Municipality of Kincardine, R.R. #2, TlVerton, Ontario NOG 2TO ("Bruce Power")
("Bruce Power")
and
MUNICIPALITY OF KINCARDINE (the "Municipality")
(Collectively referred to hereinafter as the "Parties")
WHEREAS:
A. The Emergency Plans Act, 1990 directs Ontario's Provincial Govemment to establish a
Provincial Nuclear Emergency Plan (the "Plan");
B. The Plan directs the Municipality to have a Nuclear Emergency Preparedness Program
("Program");
C. The costs of this Program are to be shared amongst the Federal Joint Emergency
Preparedness Program, the Municipality and Bruce Power; and
D. Bruce Power agrees to provide its share of funding to the Program 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 regúlatory, judgments, orders,
decisions, directives, rulings or awards, and conditions of any grant of approval,
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permission, certification, consent, registration, authority or licence by any court, staMory
body, self-regulatory authority, stock exchange or other Govemmental Authority,
including Nuclear Law;
"BRNEPC" means the Bruce Regional Emergency Preparedness Committee, which
oversees the overall Nuclear Emergency Preparedness Program, is chaired by the
mayor of the Municipality, and is comprised of Emergency Measures Ontario, Bruce
Power, Ontario Power Generation (Waste Storage Facility), representatives of the
Municipality and responding agencies;
"BP PortIons" has the meaning set forth in Section 5.6;
"Business DaY' means any day other than a Saturday, Sunday or any other day that is
a statutory holiday in Ontario;
"Capital Upgrade Costs" means those projects and expenditures with a fair market
value of $5000 or more and with a life expectancy of one (1) year or more;
"CommerclBlly ReasonaÞle-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 neture and amount in the context
of such obligations or transactions or, where applicable, usual commercial practice;
"ConfldentlBllnformatlon- has the meaning set forth in Section 10.2;
"Emergency CenterS' means Municipal Emergency Operations Center,
Reception/Evacuee Center, Emergency Worker Center, Traffic Control Center;
"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 applications; trade names; certification marks; copyrights; computer software;
any computer system comprising any combination of hardware, software, firmware,
micldleware, 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; proceeses; 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;
"Persons-means any individual, partnership, limited partnership, joint venture,
syndicate, sole proprietorship, company or corporation with or without share capital,
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unincorporated association, trust, trustee, executor, administrator or other legal personal
representative, Govemmental Authority or entity however designated or constituted;
"Program" means the Municipality of Kincardine's Nuclear Emergency Preparedness
Program; and
"REPC" means Regional Emergency Planning Co-ordinator. The REPC provides
support to the BRNEPc by managing the Program with respect to procedures,
equipment, facilities, training, drills and excercises, and reports 10 the Chair of the
BRNEPc.
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.
Refe_ 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 suparseding such statute or regulations.
Capitalized Terms; Each capitalized term has the meaning given to it in this Agreement.
Business OIly. 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.
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1.5
1.6
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2.0 TERM AND TERMINATION
2.1
This Agreement to provide Funding to the Municipality shall be in force for a term of five
(5) years commencing January 1, 2002 ("Commencement Date") and terminating
December 31, 2006 ("Term") unless (I) Bruce Powers legal obligation to provide Funding
during the Term is amended or cancelled for any reason or (ii) unless cancelled or
amended by mutual agreement between the Parties. Subsequent term funding to be re-
negotiated by the Parties if and when necessary.
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3.0 FUNDING AMOUNT
3.1
Bruce Power will reimburse the Municipality up to $95,000 per year, for each year within
the Term of this Agreement, for expanses incurred by the Municipality in administering
the Program ("Funding"). The funds will be allocated as described in Article 4.0.
4.0 ALLOCATION OF FUNDS
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 contigous zone.
4.2 Up to a maximum $60,000 per annum of the funds (inclusive of all expanses related to
this position including without limitation wages and benefits) is to be allocated towards
the cost of a Regional Emergency Planning Co-ordinator.
4.3 Up to a maximum of $35,000, subject to Section 4.4, will be allocated to operations,
maintenance, administration and capital costs generally described in the "Proposal for
the Administration and Funding of the Municipal Nuclear Emergency Preparedness
Program" attached hereto as Schedule "A" and forming part of this Agreement.
4.4 All Capital Upgrade Costs must be authorized by Bruce Power, the Municipality, the
BRNEPc and its Chair. If a capital project, in the opinion of the Municipality or Bruce
Power, has benefits to the Municipality in areas other than emergency preparedness, the
Parties will agree upon the portion of the total cost of such capital project to be
reimbursed from the Funding.
5.0 ACQUISmON 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 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
· unless agreed in writing upon by the Parties.
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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.
c/o Bruce Power Inc.
P.O. Box 3000, B06
TlVerton, Ontario NOG 2TO
Attention: Accounts Payable
With a copy to:
Attention: Rick Cook
Facsimile No.: (519) 361-4559
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 Interest Charges: Bruce Power will pay interest on any overdue accounts at a rate of
18% per annum calculated monthly from the date of receipt of invoice by Bruce Power.
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 inspactions,
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 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 Reasonable 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
5.7.
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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 Municipality.
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 including, without limitation,
Section 4.4, the Municipality shall:
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7.4
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7.6
7.7
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.
Perfonnance 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.
Compliance with Applicable Law: The Municipality shall perform the Program in strict
compliance with this Agreement and all Applicable Law.
QuaUfled Personnel: The Municipality shall execute the Program using only those
individuals 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 a'Ssessrnent of various factors, acting reasonably, including without
limitation such individual's experience or qualifications ancllor prior performance relevant
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.
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.
Ucenses and Certificates: The Municipality shall be responsible for obtaining and
complying with licences and certificates necessary for the execution of the Program.
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 quality assurance audit,
surveillance and inspection by Bruce Power or its authorized representative, for which
purpose the Municipality shall allow access to any Municipality records at all 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 shall 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 Applicable Law and
contrary provisions in this Agreement, may make changes in the Program consisling of
additions, deletions, or other revisions to \he 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 shall 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 shall ensure that third parties working with
the Municipality to execute the Program shall 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 Conficlentiallnfonnation: Any information provided by Bruce Power (the "disclosing
party") to the Municipality (the "receiving party") before or after the execution of this
Agreement; Intellectual Proparty; any financial information that is designated by the
disclosing party in writing as confidential or proprietary or protected (collectively, the
·confidentiallnformation") shall 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 ot 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.
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Each party shall maintain the confidentiality of all Confidential Information during the
Term and any renewal terms and at all times thereafter.
10.3 Return or Confidentiallnfonnatlon: Upon the termination of this Agreement,
howsoever occurring, the Municipality shall, within 10 business days, deliver to Bruce
Power all Confidential Information relating to the Program within the Municipality's
possession or control, and shall not retain any copies of such information without the
consent of Bruce Power and shall make Commercially 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 shall not apply in the case that such information:
is or becomes part of the public domain through no breach of this Agreement;
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;
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;
is required to be disclosed by law, or to any govemmental authority or stock
exchange entitled to require disclosure; or
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
necassary to enable it to carry out its obligations hereunder, or cause others to
do the same, pursuant to this Agreement.
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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 or 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.
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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
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limitation war, hostilities, invasion, insurrection, riot, the order of, the action or the failure
to act by, any competent civil govemment (including the Govemment of Canada, or any
provincial or local govemment 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.
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 this Article 13. Any Dispute which cannot be reconciled by
the Partie's day to day contacts shall be submitted to a co-ordineting 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 respactive 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 appaaltherefrom, including any
appaal 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 A set of reporting measures is to be developed for the purposes of setting and
monitoring expectations. These measures will be used once they are jointly finalized.
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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: AI Latimer
Fax No.: (519) 396-3054
on behaff of Bruce Power, to:
Bruce Power
P.O. Box 3000,806 02
177 Tie Road
Municipality of Kincardine
R.R. #2
TlVerton, Ontario NOG 2TO
Attention: General Counsel and Corporate Secretary
Fax No.: (519) 361-4333
With a copy to:
Attention: Rick Cook
Fax No.: (519) 361-4559
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 ContacIlnfonn8tIon: Any verbal or written correspondence regarding day-
to-day activities between Bruce Power and the Municipality shall be addressed as
follows:
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on behalf of the Municipality, to:
Attention: AI Latimer
Phone No.: (519) 396-3088
Fax No.: (519) 396-3054
on behaff of Bruce Power, to:
Bruce Power
P.O. Box 3000, B22
177 Tie Road
Municipality of Kincardine
R.R. #2 TlVerton, 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 govemed by and construed in accordance
with the laws of the Province of Ontario and the federal laws 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 attoms 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 parmitted 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 shall engage in good
faith negotiations to replace 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, constiMes 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 hereto in connection with the subject matter of this
Agreement except as specifically set forth in this Agreement.
15.6 Waiver, Amendment: Except as expressly 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 constiMe a waiver of
any other provision nor shall any waiver of any provision of this Agreement constitute a
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continuing waiver or oparate as a waiver of, or estoppel with respect to, any subsequent
failure to comply, 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 of which when so executed and delivered shall be an original, and all
such counterparts shall together constiMe one and the same instrument.
IN WITNESS WHEREOF, Bruce Power and the Municipality have caused this Agreement to be
executed by their duly authorized representatives as of the date first above written.
BRUCE POWER LP., by its General Partner, BRUCE POWER INC.
By:
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Title: Vice President, Environment & Safety
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Name: Brian Armstrong )
Title: General Counsel and Corporate Secretary
By:
THE MUNICIP LITY OF KINe
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By:
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By:
Name: L'
!'Je' Ma " ; .J
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NElme: John De R0S8nro I
Title: Chief Administrative Officer
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SCHEDULE "A"
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