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HomeMy WebLinkAboutENG 12-25Report to Executive Committee Report Number: ENG 12-25 Date: June 9, 2025 From: Richard Holborn Director, Engineering Services Subject: Road Servicing Agreement with Ontario Power Generation Inc. Sandy Beach Road and Montgomery Park Road File: A-1440 Recommendation: 1. That the City of Pickering enter into a Road Servicing Agreement with Ontario Power Generation Inc. to facilitate the design, approvals and construction for the rehabilitation of Sandy Beach Road from south of Bayly Street to Montgomery Park Road, and the reconstruction of Montgomery Park Road from Sandy Beach Road to approximately 400m east and south of McKay Road; 2. That the Mayor and City Clerk are hereby authorized to execute the Road Servicing Agreement between the City of Pickering and Ontario Power Generation Inc. in substantially the same form as attached to this report, subject to revisions acceptable to the Director, Engineering Services, the Director, City Infrastructure and the Director, Corporate Services & City Solicitor; and, 3. That the appropriate officials of the City of Pickering be authorized to take the actions necessary to implement the recommendations in this report. Executive Summary: The purpose of this report is to receive Council approval to execute a Road Servicing Agreement with Ontario Power Generation Inc. (OPG) to facilitate the design, approvals and construction for the rehabilitation of Sandy Beach Road from south of Bayly Street to Montgomery Park Road, and reconstruction of Montgomery Park Road from Sandy Beach Road to approximately 400m east and south of McKay Road. OPG will be undertaking a significant refurbishment project for units 5 to 8 at the Pickering Nuclear Generating Station (PNGS) located at 1675 Montgomery Park Road. The refurbishment project is anticipated to commence early 2027 and be completed in 2034. To ensure successful completion of the on-site works, OPG requires the surrounding public roads, Sandy Beach Road and Montgomery Park Road, to be brought up to a standard suitable to support increased traffic from construction vehicles, trades, deliveries and staff personnel anticipated during the seven year refurbishment project. OPG requires the road work to be completed to base asphalt prior to the end of 2026 so that the work on-site can commence, unimpeded, in early 2027. ENG 12-25 June 9, 2025 Subject: Road Servicing Agreement with Ontario Power Generation Inc. Page 2 OPG has agreed to undertake the road works in order to meet the required timeline, at their cost. By entering into a Road Servicing Agreement for design, approvals and construction, the City of Pickering will be able to facilitate the required works to be undertaken by OPG, meeting City of Pickering standards. In order for OPG to complete the works on Sandy Beach Road, in the required timeline, the City of Pickering’s project to urbanize the road will be paused until after the completion of the PNGS refurbishment project. The works to be undertaken by OPG on Sandy Beach Road primarily consists of rehabilitation of the existing granular road base and asphalt surface. Relationship to the Pickering Strategic Plan: The recommendations in this report respond to the Pickering Strategic Plan Priority of Advance Innovation & Responsible Planning to Support a Connected, Well-Serviced Community. Financial Implications: The cost to undertake the preliminary engineering studies, reports and investigations, the detailed design and approvals, and the construction of both Sandy Beach Road and Montgomery Park Road will be at the expense of OPG and at no expense to the City. City of Pickering staff will endeavour to further the requirements for the Sandy Beach Road ultimate urbanization project by continuing to work with Elexicon, Bell and Rogers on completing the relocation of the utility pole line, pursuing the purchase of property required for the replacement of the cross road culvert south of Alyssum Street, and completing the design of the roadworks, as these processes are currently underway and are vital to undertaking the ultimate project in the future. The reconstruction of Montgomery Park Road between Sandy Beach Road and McKay Road is in the Capital Forecast to be undertaken in 2028. As OPG will be undertaking this work at their expense, the project will no longer need to be identified in the Capital Forecast or approved in a future Capital Budget. The project was estimated at $5.8 million to be funded 50% by Development Charges and 50% City share to cover the benefit to existing development. Discussion: The purpose of this report is to receive Council approval to execute a Road Servicing Agreement with OPG to facilitate the design, approvals and construction for the rehabilitation of Sandy Beach Road from south of Bayly Street to Montgomery Park Road, and reconstruction of Montgomery Park Road from Sandy Beach Road to approximately 400m east and south of McKay Road. OPG PNGS Refurbishment OPG will be undertaking a significant refurbishment project for the PNGS. This facility has been providing reliable, carbon-free energy to the province for over five decades, meeting approximately 14% of Ontario's electricity needs. The refurbishment project, approved by the Province of Ontario in January 2025, focuses on Units 5 to 8 of the station, and is expected to ENG 12-25 June 9, 2025 Subject: Road Servicing Agreement with Ontario Power Generation Inc. Page 3 begin in early 2027. This initiative aims to extend the operational life of these units by an additional 30 years, thereby ensuring continued support for Ontario's economic growth, electrification, and decarbonization efforts. The refurbishment of the PNGS encompasses extensive engineering, design, and procurement activities aimed at upgrading and modernizing the facility. Key components, including turbine generators and boilers, will be replaced or enhanced to improve efficiency and reliability. This project will secure over 2,100 megawatts of clean, reliable nuclear power, sufficient to supply approximately 2 million homes. Furthermore, it will sustain thousands of highly skilled jobs and significantly contribute to the local and provincial economy by injecting $19 billion over the refurbishment period into the City of Pickering, Durham Region, and across the province, while boosting Canada’s GDP by over $40 billion. This initiative is essential for meeting Ontario's future energy demands and supporting the community's growth and sustainability. To ensure the timely completion and overall success of the refurbishment project, and to support the construction vehicles, trades, and staff personnel during the refurbishment, OPG requires the surrounding public roads, Sandy Beach Road and Montgomery Park Road, to be suitable for handling the increased traffic. As the City of Pickering does not have an approved budget or resources available to implement necessary improvements to these roads, nor the capacity to meet the timeline required by OPG to facilitate the commencement of refurbishment work, OPG is entering into a road servicing agreement with the City of Pickering. This agreement will enable OPG to take the lead in reconstructing these roads to meet the required standards, in collaboration with the City of Pickering. Through recent discussions regarding the PNGS Refurbishment Project, the OPG Team has indicated a need for Montgomery Park Road from Sandy Beach Road to east of McKay Road be reconstructed due to the anticipated truck traffic, and for Sandy Beach Road from south of Bayly Street to Montgomery Park Road to be rehabilitated due to anticipated additional traffic for the workers/contractors that will be coming to the site. OPG’s requirement is to have both road projects completed by the end of 2026 in order to commence refurbish operations commencing as early as January 2027. Sandy Beach Road The City, through its consultant TYLin International Canada Inc., is completing the design for the reconstruction and urbanization of Sandy Beach Road from Bayly Street to Montgomery Park Road. The anticipated construction timeline was to start in 2026 and be complete by end of year in 2027. Timing is dependent upon some external factors such as land acquisition and utility relocations which need to be completed in advance of Tendering the project. In order to have the roadworks completed earlier, by the end of 2026, to support the requirements of OPG, an interim solution such as rural cross section rehabilitation will have to be implemented. This will require the postponement of the City’s Sandy Beach Road reconstruction project for approximately 8-10 years, resulting in a level of service reduction and/or negative impacts to the following areas: ENG 12-25 June 9, 2025 Subject: Road Servicing Agreement with Ontario Power Generation Inc. Page 4 • There is a major culvert replacement on Sandy Beach Road south of Alyssum Street that will support a corresponding project and minimize flood risk along Krosno Creek upstream of Sandy Beach Road. The replacement of this culvert will be delayed. • There is a proposed multi-use path as well as sidewalk for the entire extent of Sandy Beach Road as part of this project. This will provide pedestrian access and an active transportation route to the waterfront trail and other waterfront parks/amenities. These improvements will be delayed. • There are several sanitary sewer and watermain improvements on behalf of the Region of Durham that are included in the scope of the ultimate project that will be delayed. • Intersection improvements at Bayly Street and Sandy Beach Road to be undertaken by the Region will likely be postponed or constructed separately by the Region of Durham. • The City of Pickering will be subject to an increase in construction cost due to the delay of the ultimate Sandy Beach Road project. The interim solution for Sandy Beach Road that will be completed by OPG under this Road Servicing Agreement shall include but not be limited to the following: • replacement of asphalt surface and granular base to meet the requirements of a full load road; • ditch and drainage improvements where required to support adequate road drainage; • a temporary sidewalk to be installed along the east side of Sandy Beach Road from Bayly Street to the Waterfront Trail crossing at Kinsmen Park if grades and boulevard space allows; • roadside safety improvements as necessary to support the interim solution; and, • pavement markings and signage. Montgomery Park Road Montgomery Park Road is currently in the City’s Capital Forecast for 2028. The limits are from Sandy Beach Road to McKay Road. There is currently no approved funding available for improvements to this road. It has been identified by OPG that the current road condition will not support the estimated volume of truck and employee traffic for the duration of the PNGS Refurbishment Project. It has also been indicated by the OPG Team that Montgomery Park Road will be used as a main haul route to support soil movement from site (estimated at 500 trucks per day for a period of four years). This will cause a significant amount of stress on the City’s road structure in its current state. The scope of reconstruction that will be completed by OPG under this Road Servicing Agreement shall include but not be limited to the following: • full depth reconstruction of the road structure to meet the requirements of a full load road; • ditch and drainage improvements where required to support adequate road drainage; ENG 12-25 June 9, 2025 Subject: Road Servicing Agreement with Ontario Power Generation Inc. Page 5 • intersection improvements to include left turn lanes at Brock Road and Montgomery Park Road (to be determined and confirmed by the Region of Durham); • roadside safety improvements as necessary; • pavement markings and signage; and, • streetlighting modifications as required. The execution of a Road Servicing Agreement with OPG for the design, approvals, and construction required to rehabilitate Sandy Beach Road, and reconstruct Montgomery Park Road will protect the City by ensuring the works are completed to the City’s satisfaction. OPG has retained a project manager and design consultants to carry out all of the necessary engineering required pursuant to the agreement. OPG will be responsible for the procurement of construction services and to retain a qualified contractor to undertake and guarantee the works, workmanship, and materials for a period of two years following the issuance of the Completion Acceptance Certificate by the City. The Road Servicing Agreement also covers items such as insurance requirements, general indemnities and liability. As the roadworks will impact the general public who use Sandy Beach Road and Montgomery Park Road, City staff will work collaboratively with OPG staff to inform residents, user groups and businesses in the vicinity of construction throughout the duration of the project. Construction notices will be prepared and distributed to those affected, and information regarding the project will be published in the City’s social media channels. Attachments: 1. Draft Road Servicing Agreement 2. Location map ENG 12-25 June 9, 2025 Subject: Road Servicing Agreement with Ontario Power Generation Inc. Page 6 Prepared By: Approved/Endorsed By: Kevin Heathcote, P. Eng. Richard Holborn, P. Eng. Division Head, Capital Projects & Infrastructure Director, Engineering Services Brian Duffield Director, City Infrastructure Fiaz Jadoon, EC.D., CEcD, MPM Director, Economic Development & Strategic Projects RH:mjh Recommended for the consideration of Pickering City Council Marisa Carpino, M.A. Chief Administrative Officer Original signed by:Original signed by: Original signed by: Original signed by: Original signed by: This Agreement is made ____________________ (the “Effective Date”), B e t w e e n: ONTARIO POWER GENERATION INC. (“OPG”) and The Corporation of the City of Pickering (the “City”). Whereas OPG requires certain specific parts of roads servicing its Pickering Nuclear Generating Station (“PNGS”) to be constructed, rehabilitated and/or upgraded to a state of repair sufficient to support the vehicular traffic OPG anticipates as part of its refurbishment of Reactor Units 5-8 at PNGS (the “Project”); Whereas, the City wishes to retain OPG to perform, and OPG wishes to undertake, certain works described herein on certain lands described herein, subject to the terms and conditions of this Agreement; and Whereas, OPG intends the work to be done to roads under this Agreement will be completed to base course asphalt by November 1, 2026 and that the surface works on the Lands will be completed prior to June 30, 2027. Whereas, in this Agreement each of City and OPG is a “Party” and together they are the “Parties”. The Parties agree as follows: 1.Lands Affected (1)The lands and premises affected by this Agreement are: (a)Montgomery Park Road between Sandy Beach Road and Brock Road being the road allowance between Range 3, Concession Broken Front and Range 2, Concession Broken Front; the road allowance between Ranges 2 and 3, Concession Broken Front between Brock Road and McKay Road; Part of the road allowance between Ranges 2 and 3, Concession Broken Front; part of Lots 17 and 18, Range 2, Concession Broken Front, being Parts 1, 2 and 3, Plan 40R-12330, City of Pickering; and (b)Sandy Beach Road between Bayly Street and Montgomery Park Road, being the road allowance between Lots 20 and 21, Range 3, Concession Broken Front; Part Lot 20, Range 3, Concession Broken Front, being Part 1, Plan 40R-3953; Part Lot 21, Concession Broken Front as in PI6585, City of Pickering; (hereinafter referred to as the “Lands”). That portion of the Lands that is indicated in yellow highlight on Schedule C attached hereto is hereinafter the “OPG Work Lands”. (2)The City warrants and represents that the City is the sole legal and beneficial owner of the OPG Work Lands, free and clear of encrumbrances, encroachments or adverse interests of any kind, and the City has not subleased, assigned, licensed or otherwise granted to any person the right to use or occupy the OPG Work Lands or any portion thereof and that City has sufficient rights and authority to grant OPG the rights, authorizations and permissions purported to be granted by City to OPG under this Agreement, including without limitation under Section 9 hereof. OPG may rely on this representation and warranty for purposes of the OPG Works and this Agreement, without independent verification. For the purpose of clarification, nothing in this Agreement confers any interest in OPG in the OPG Work Lands or the Lands. Attachment 1 to Report ENG 12-25 2 2. Status of this Agreement (1) This Agreement is entered into and executed by OPG for the purpose of having each Party act in reliance on the covenants by the other Party contained herein. (2) Time shall be of the essence of this Agreement. 3. Interpretation (1) Whenever in this Agreement the pronoun “it” is used, it shall be read and construed as “he”, “she”, “they”, “him”, “her” or “them”, and the number of the verb agreeing therewith shall be construed accordingly. (2) Wherever in this Agreement the word “Director” is used, it shall mean the City’s Director, Engineering Services. 4. Notice (1) Any notice required in writing in this Agreement shall be delivered to the following address: to OPG at: Ontario Power Generation Inc. 889 Brock Road Pickering, Ontario L1W 3J2 Attention: Nahil Rahman Email: nahil.rahman@opg.com Pickering Nuclear Refurbishment Program With a copy to: Attention: Zeina Elhami, Chief Supply Officer 230 Westney Rd. S., 7th Floor Ajax, Ontario L1S 7J5 Email: zeina.elhami@opg.com Pickering Nuclear Refurbishment Program and to the City at: Attention: Richard Holborn, Director, Engineering Services Pickering Civic Complex One The Esplanade Pickering, ON L1V 6K7 Email: rholborn@pickering.ca (2) Notice shall be sufficiently given if delivered in person, sent by registered mail or electronic means using the electronic method set forth above. (3) Each notice shall be sent during normal business hours, on a business day and shall be deemed to have been received as follows: (a) delivered in person – on the day it was delivered; (b) sent by registered mail – on the third business day after it was mailed (excluding each business day during which there existed any general interruption of postal services due to strike, lockout or other cause); or (c) delivered by electronic means – at the time of such delivery. (4) OPG may change its address for notice by giving notice to the Director in the manner provided above. 5. Binding Parties 3 This Agreement shall be enforceable by and against each of the Parties hereto, their heirs, executors, administrators, successors and assigns. 6. Right to Enter (1) The City reserves the right, by its officers, employees or agents (“City Personnel”), to enter on the OPG Work Lands, as well as any improvement(s) constructed by OPG on the OPG Work Lands as part of the OPG Works, to ensure that any such OPG Works required to be provided, constructed or installed by OPG on the OPG Work Lands comply with this Agreement. The City will endeavour to notify OPG in advance of entering the OPG Work Lands while OPG or its subcontractors are present carrying out the OPG Works. (2) If City Personnel enter on the OPG Work Lands pursuant to this Section 6 they shall not interfere with OPG and/or its subcontractors in their performance of the OPG Works or otherwise as they act in their role as “Constructor” under the Occupational Health and Safety Act (Ontario), the Regulation for Construction Projects (O. Reg. 213/91) or other applicable regulations, save and except that City or City Personnel may communicate any resulting requests or demands in connection with the OPG Works to OPG. 7. General Undertakings OPG shall complete the OPG Works, as defined in Section 10 below, at the OPG Work Lands under this Agreement in a good workmanlike manner for the City, subject to the terms and conditions of this Agreement. 8. OPG’s Expense The OPG Works which OPG is obligated in any way to perform under this Agreement shall be deemed to include the words "at the expense of OPG and at no expense to the City" unless expressly stated otherwise or the context requires otherwise. 9. Authorizations The City, in its capacity as the registered owner of the Lands and as the municipality in which the Lands are situate and at no charge or cost to OPG, hereby authorizes, permits and grants its consent to OPG and its contractors entering onto the OPG Work Lands and performing the OPG Works, as defined in Section 10 below, on and to the OPG Work Lands in accordance with this Agreement. 10. Construction, Upgrading and Installation of Works and Services (1) OPG shall, at its expense, perform the works to be completed by OPG on the OPG Work Lands in accordance with this Agreement including Schedule A and Schedule B attached hereto (hereinafter called the “OPG Works”). In performing the OPG Works, OPG is entitled to rely on the City’s representation and warranty provided under Section 1(2). (2) OPG agrees that the OPG Works shall be completed in accordance with the approved designs for the OPG Works that are outlined in the attached Schedule A and Schedule B. (3) The OPG Works shall be constructed and installed at the OPG Work Lands in a good and workmanlike manner under the supervision of OPG’s Consulting Engineer and under the observation of City Personnel. 11. Authorization to Commence Work OPG shall not commence the construction or installation of any of the OPG Works, without the written Authorization to Commence Work of the Director, which Authorization shall not be issued until all approvals required under applicable laws and regulations for the OPG Works have been obtained and, 4 (a) two copies of this Agreement executed by OPG have been provided to the City; (b) all monies, securities and evidence of insurance requirements, as required from OPG under this Agreement, have been delivered to the City to the satisfaction of the Director, Corporate Services & Treasurer and the Director; (c) all approvals and permits have been obtained by OPG from the appropriate agencies, and from every owner of land adjacent to the Lands whose adjacent lands must be entered upon in order to carry out such OPG Works. The City shall use best efforts to facilitate and fast track the granting of the approvals and permits required for the OPG Works so that OPG can meet its intended timeline for completion of the OPG Works, at no cost or expense to OPG. 12. Consulting Engineers (1) OPG shall retain a Professional Engineer as the Consulting Engineer of OPG to carry out all the necessary engineering required as part of the OPG Works under this Agreement and to supervise the OPG Works required to be done pursuant to this Agreement. (2) Such Consulting Engineer, or any successor thereto, shall continue to be retained until the OPG Works are completed and formally accepted by the City. (3) OPG may change from one Consulting Engineer to another at any time or times during the undertaking of such OPG Works, so long as OPG has a Consulting Engineer retained at all times it is required to retain a Consulting Engineer under this Agreement. 13. Communications The City, and not OPG, shall be responsible to carry out all communications with the public, City constituents, owners of lands abutting the OPG Work Lands, third party users of the OPG Work Lands and their representatives with respect to the work done or to be done under this Agreement. OPG may direct any such communications to the City for response. 14. Guarantee of Works, Workmanship and Materials (1) Upon OPG completing the OPG Works, OPG shall notify the City and the City shall inspect the OPG Works and, provided OPG has complied in all respects with Section 10 hereof, issue to OPG, without undue delay and in any case within 30 days, a certificate certifying that the OPG Work has been completed in accordance with this Agreement (the “Completion Acceptance Certificate”). OPG shall guarantee that all workmanship and materials employed or used in the construction, installation or completion of the OPG Works and other requirements of OPG under this Agreement comply with the applicable requirements in this Agreement for a period of two years (the "Maintenance Period") following the issuance of the Completion Acceptance Certificate by the City, subject to Section 14(2). (2) Despite any other provisions of this Agreement, the responsibilities of OPG during the Maintenance Period shall include the maintenance of the OPG Works to the applicable requirements in this Agreement, including the rectification of any OPG Works that are inconsistent with the requirements for the OPG Work under Schedule A or Schedule B attached hereto. For certainty, such maintenance shall not require OPG to do snow plowing, cleaning, ditch clearing or similar activities during the Maintenance Period. (3) Prior to the end of the Maintenance Period, OPG's Consulting Engineer shall submit to the City, "as built" construction drawings for the OPG Works completed as per City standards, together with that Consulting Engineer's certificate that those drawings accurately depict the OPG Works as constructed. (4) Prior to the end of the Maintenance Period, the City will re-inspect the OPG Works and if, 5 (a) the OPG Works are consistent with the applicable requirements under Schedule A or Schedule B attached hereto; and (b) OPG has performed all of its obligations under the terms of this Agreement as reasonably determined by the City, the City will issue to OPG a certificate (the “Final Acceptance Certificate”) without undue delay but in any case within 30 days, certifying that the condition in subsection 14(4) has been satisfied, at which time the City will assume municipal responsibility, care and control of the OPG Works and the operation and maintenance thereof, and the Maintenance Period will then end. 15. Failure to Complete / Improper Performance (1) If, in the opinion of the Director, acting reasonably, OPG is not constructing or installing the OPG Works, or causing them to be constructed or installed, within the specified time or so that they may be completed within the specified time, or is performing the OPG Works in breach of its obligations under this Agreement, or has neglected or abandoned them before completion, or has unreasonably delayed them so that the terms and conditions of this Agreement are being violated, or such Works are being executed carelessly or in bad faith, or has neglected or refused to renew or again perform OPG Works rejected by the Director as failing to comply with the requirements of this Agreement, or has in any other manner, in the reasonable opinion of the Director, defaulted in the performance of the terms and conditions of this Agreement, then the Director may notify OPG in writing of the default or neglect and if OPG then fails to commence diligent efforts to remedy the default or neglect within the next seven days, then the Director shall, upon written notice to OPG, have full authority to make any payment or do anything, including but not limited to obtaining materials, tools and machinery and employing persons, required for the proper completion of the OPG Works or rectification of the default, at the cost and expense of OPG or its surety, or both on notice to OPG. (2) In cases of emergency, in the opinion of the Director, such Director may act without prior notice but OPG shall be notified forthwith. (3) The City’s out of pocket expenses (which, for certainty, shall exclude overhead costs) of rectifying the default shall be calculated by the Director, acting reasonably and supported by paid invoices and other reasonable documentation, and may be charged to OPG for reimbursement, together with a 15 per-cent engineering and administration fee. 16. Occupational Health and Safety (1) OPG certifies that it is aware of its duties and obligations under the Occupational Health and Safety Act, or any successor thereto, and all Regulations thereunder (herein called the “Act”), and shall ensure that its employees, contractors, subcontractors and their employees, (b) are aware of their respective duties and obligations under the Act; and (c) have sufficient knowledge and training to perform all OPG Works and services OPG is required to perform pursuant to this Agreement safely and in compliance with the Act. (2) In the performance of all OPG Works required pursuant to this Agreement, OPG shall, (a) act safely and comply in all respects with the Act; and (b) ensure that its employees, contractors, subcontractors and their employees act safely and comply in all respects with the Act. (3) OPG shall rectify any unsafe act or practice and any non-compliance with the Act carried out as part of the performance of the OPG Works immediately upon being notified by any person of the existence of such act, practice or non-compliance. (4) OPG shall permit City personnel on the OPG Work Lands where any OPG Works or services required pursuant to this Agreement are being performed at any time or times for the purpose of inspection to determine compliance with this section. If City 6 Personnel enter on the OPG Work Lands pursuant to this subsection 4 they shall not interfere with OPG and/or its subcontractors in their performance of the OPG Works or otherwise as they act in their role as “Constructor” for the OPG Works under the Occupational Health and Safety Act (Ontario), the Regulation for Construction Projects (O. Reg. 213/91) or other applicable regulations, save and except that City or any City representative may communicate any resulting requests or demands in connection with the OPG Work to OPG. (5) No act or omission by the City or any representative of the City (including the entering into of this Agreement) shall be deemed to be an assumption of any of the duties or obligations of OPG, its employees, contractors, subcontractors and their employees under the Act. (6) OPG shall indemnify and save harmless the City: (a) from any loss, damage or cost to the City which results from OPG or any of its employees, contractors, subcontractors and their employees failing to comply in all respects with the Act in the performance of any OPG Works or service performed by OPG pursuant to this Agreement; and (b) against any action or claim, or costs related thereto, brought by a third party against the City by any person arising out of any non-compliance with the Act by OPG or any of its employees, contractors, subcontractors and their employees in the performance of any OPG Works pursuant to this Agreement. 17. Road Maintenance and Repair (1) From the date that OPG commences the OPG Works at the OPG Work Lands until the Completion Acceptance Certificate is issued to OPG, OPG shall maintain all City roads inside the OPG Work Lands, including boulevards, in a mud and dust free condition and free of obstructions, where the source or cause of the mud, dust or obstruction is the OPG Works; and (2) repair all City roads inside the Lands, including boulevards, where damage has occurred as a result of the OPG Works OPG shall, within a reasonable time of written notification by the Director and/or the Director, Community Services or their designate to it or its representatives, undertake such OPG Works as are necessary to clean, clear or repair any City road within the OPG Work Lands requiring such OPG Works pursuant to Section 17(1). 18. Insurance Requirements (1) Beforethe Effective Date, OPG shall supply the City with a certificate of insurance verifying that a commercial general liability insurance policy is in place, naming the City as an additional insured with respect only to liability arising from the operations of OPG and its contractors, subcontractors, agents and employees in the performance of this Agreement covering loss arising from claims for damages to tangible property or injury to persons in connection with the OPG Works done by or on behalf of OPG on the OPG Work Lands. (2) The policy shall, (a) name the City of Pickering as an additional insured with respect only to liability arising from the operations of OPG and its contractors, subcontractors, agents and employees in the performance of this Agreement; (b) set the limit at $10,000,000.00 all inclusive for property damage and personal injury; (c) indicate “per occurrence”; (d) refer to “products and completed operations” only; if the policy contains an “aggregate amount”; (e) contain a clause including blasting, if blasting is to occur; and (f) remain in full force and effect until the Final Acceptance Certificate has been issued by the City. 7 (3) The policy premium shall be paid initially for a period of one year and the policy shall be renewed for further one-year periods until the Final Acceptance Certificate has been issued by the City. (4) Without limitation to Section 19(4) of this Agreement, the provision of the insurance policy required by this section shall not relieve OPG from liability for claims not covered by the policy or which exceed its limits, if any, for which OPG may be held responsible. 19. General Indemnities and Limit of Liability (1) Until the Director, Engineering Services has issued the Final Acceptance Certificate for the OPG Works, OPG shall defend and indemnify the City and its employees, contractors and agents (the “City Parties”) from all losses, damages, costs, expenses, claims, demands and actions of every nature and kind whatsoever, including for death or injury (collectively referred to as ‘losses’), claimed by a third party against a City Party to the extent arising directly or indirectly from OPG breaching its obligations under this Agreement. (2) The City shall defend and indemnify OPG, its contractors, and their employees, contractors and agents (the “OPG Parties”), from and against all losses, damages, costs, expenses, claims, demands and actions of every nature and kind whatsoever, including for death or injury (collectively referred to in this paragraph as ‘losses’), claimed by a third party against any of the OPG Parties to the extent such losses arise in connection with this Agreement and do not arise directly or indirectly from OPG breaching its obligations under this Agreement. (3) When a Party (the “Indemnifying Party”) is required to indemnify anyone (the “Indemnitee”) under this Agreement, the Indemnifying Party will assume on behalf of the Indemnitee and conduct with due diligence and in good faith the defense of any subject claim (“Claim”) against the Indemnitee, whether or not the Indemnifying Party will be joined therein, and the Indemnitee will use not less than reasonable efforts to cooperate with the Indemnifying Party in such defense. The Indemnifying Party will have charge and direction of the defense and settlement of such Claim; provided, however, that without relieving the Indemnifying Party of its obligations hereunder or impairing the Indemnifying Party’s right to control the defense or settlement thereof; the Indemnitee may elect to participate in the negotiation, settlement or defense thereof through separate counsel in the defense of any such Claim, but the fees and expenses of such counsel will be at the expense of the Indemnitee. The Indemnifying Party will not settle any such Claim without the written consent of the Indemnitee, which consent will not be unreasonably withheld or delayed. (4) Notwithstanding any term in this Agreement, OPG’s maximum liability in connection with this Agreement (regardless of the legal theory upon which any such damages claim is based, even upon tort (including negligence), statute, regulation or any other theory of law or strict liability) will not exceed the total amount of insurance proceeds obtained by OPG under its policies of insurance to the extent required to be maintained under Section 18 of this Agreement. 20. Confidential Information (1) In preparation for, and in the course of, providing the Works, OPG or City (as the case may be, a “Disclosing Party”) may disclose to the other Party (a “Receiving Party”) certain information which is confidential, a trade secret or otherwise proprietary to a Disclosing Party, including this Agreement and the fact that OPG is providing the Works (collectively, the “Confidential Information”). For certainty, the Receiving Party will be fully responsible and liable for any disclosure of Disclosing Party’s Confidential Information to or by any of its employees or its subcontractors or their employees. Confidential Information does not include, however, information that a Receiving Party is able to demonstrate to a Disclosing Party’s satisfaction, acting reasonably: (a) was or becomes generally known to the public through no fault of a Receiving Party or their respective shareholders, directors, officers, partners, members, representatives, agents, advisors or any of the Receiving Party’s personnel or any other person for whom the Receiving Party is responsible at law; 8 (b) was specifically known by the Receiving Party before disclosure by the Disclosing Party and was not subject to any confidentiality obligation; (c) was developed or ascertained independently without reference to the other Party’s Confidential Information; or (d) was received from a third party without such third party being under a duty of confidentiality. (2) All Confidential Information remains, at all times, the exclusive property of the respective Disclosing Party. Except as expressly set out in this subsection 20(2), a respective Receiving Party has no license or other right to use or disclose any Confidential Information for any purpose whatsoever. Such Receiving Party may use Confidential Information only in respect of the preparation for, and the providing of, the Works and services to be performed under this Agreement, including in negotiations with proposed subcontractors. Such Receiving Party will ensure that none of its or its subcontractors’ current or former shareholders, directors, officers, partners, members, representatives, agents and advisors or any of its personnel or any other person for whom such Receiving Party or any subcontractor is responsible at law will use any of the Confidential Information for any purposes other than those expressly set out in subsections 20(1) and 20(2). (3) At any time after completion of the Works and expiry of the Maintenance Period, at a Disclosing Party’s request, a respective Receiving Party will deliver promptly to such Disclosing Party all, or such Disclosing Party-specified portion of, the Confidential Information, together with all copies, extracts or other reproductions in whole or in part of such Confidential Information. In addition, at any time, at such Disclosing Party’s request, such Receiving Party will destroy, demonstrably, promptly and irrevocably: (a) all such copies, extracts or other reproductions of Confidential Information, or a Disclosing Party-specified portion of Confidential Information, which cannot, because of the device on which such Confidential Information is stored, be removed from the possession of such Receiving Party by delivery to such Disclosing Party; and (b) all documents, designs, drawings, specifications, plans, reports, information and other deliverables or data whatsoever (regardless of the form, medium or device on or in which such Confidential Information is written, recorded, stored or reproduced) prepared in respect of the Services and which is based on any of the Confidential Information. (4) Notwithstanding the foregoing, (i) OPG and City may each keep one copy of the other Party’s Confidential Information for purposes of submitting such Confidential Information to a governmental authority or for such other purposes to the extent reasonably necessary and where permitted under this Agreement; and (ii) each Receiving Party will not be obligated to erase or destroy the Disclosing Party’s Confidential Information that is contained in an archived computer system back up system, provided that in respect of (i) and (ii), such retained copies of Confidential Information will: (a) continue to be considered Confidential Information and continue to be subject to the provisions of this Section 20 for the duration of their retention; (b) be retained and destroyed in accordance with the Receiving Party’s standard retention, security or disaster recovery procedures, and (c) with respect I(c), be subject to restricted access, with no attempts being made to recover such retained copies of Confidential Information from such archived computer system back up system. Following such delivery and destruction, the Receiving Party will promptly provide the Disclosing Party with written confirmation of completion. (5) Each Receiving Party acknowledges that each Disclosing Party would not have an adequate remedy at law for money damages if the Receiving Party fails to fulfil any of 9 its obligations under this Section 20. Accordingly, in addition to any other remedies under this Agreement, each Disclosing Party will be entitled to seek any injunction, specific performance or other remedy in law or equity (without being required to post a bond or other security), in respect of any breach or threatened breach of this Section 20 and in which case, each Receiving Party consents to any such injunction, specific performance or other remedy in law or equity. (6) To the extent a Party, or its subcontractor, collects, handles, uses or discloses personal information in connection with this Agreement, each such Party covenants and agrees that it and/or its designee will adhere to and comply with all applicable laws and regulations regarding privacy and protection of personal information including Canada’s Personal Information Protection and Electronic Documents Act and Ontario’s Municipal Freedom of Information and Protection of Privacy Act. (7) City acknowledges and agrees that OPG is subject to the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F.31, as amended from time to time (“FIPPA”), the Ontario Energy Board Act, S.O. 1998, c. 15, as amended from time to time, and the Ontario Energy Board Rules of Procedure (collectively, “FIPPA and OEB Legislation”). OPG will comply with its obligations under the FIPPA and OEB Legislation. OPG acknowledges and agrees that City is subject to the Municipal Freedom of Information and Protection of Privacy Act (Ontario), as amended from time to time (“MFIPPA”). City will comply with its obligations under the MFIPPA. (8) Subject to the provisions of FIPPA and OEB Legislation, OPG will use reasonable commercial efforts to safeguard the confidentiality of any information identified by City as confidential but will not be liable in any way whatsoever to City if such information is disclosed based on an order or decision of the Information and Privacy Commissioner of Ontario, Ontario Energy Board or otherwise as required by Applicable Law. (9) City acknowledges that OPG is subject to supervision and regulation by governmental authorities and may be required to provide such governmental authorities with explanations or information that is supplemental to the information that OPG is required to provide under applicable laws and regulations. Accordingly, City agrees that OPG will have the right to: (i) provide a governmental authority with valid jurisdiction over the matter, or another person as directed by such a governmental authority, with access to and copies of any documents (including Confidential Information) prepared by or for City, a subcontractor or OPG in respect of the Works or services to be performed under this Agreement, including audit reports and associated working papers and recommendations; and (ii) with respect to any audit, monitoring or inspection rights of OPG under this Agreement, permit such a governmental authority to attend with OPG or, at the request of OPG, attend independently. 21. Force Majeure (1) In this Agreement, “Force Majeure Event” means fire, flood, tidal wave, lightning, earthquake, cyclone, tornado, hurricane, explosion, severe ice-storm, epidemic or pandemic disease, embargo, sanction, boycott, legal strike or lockout (excluding lockouts initiated solely by City or its employees, or work to rule activities), war, riot or act of public enemies, including terrorists, or site related blockades (other than labour related events). (2) If either Party is prevented or delayed by the occurrence of a “Force Majeure Event” from carrying out any of its obligations hereunder, the obligations of such Party, insofar as its obligations are affected by the Force Majeure Event, will be suspended while (but only for so long as) the Force Majeure Event continues to prevent or delay the performance of such obligations. Any Party intending to rely on the occurrence of a Force Majeure Event for the suspension of its obligations will promptly give the other Party notice of the Force Majeure Event, including reasonably full particulars in respect thereof. 22. Termination (1) The term of this Agreement shall commence on the Effective Date and shall continue until the date the City delivers the Final Acceptance Certificate to OPG (the “Term”). 10 (2) OPG may terminate this Agreement for convenience by giving written notice to City within 45 days after 100% of the design submission has been completed for the work described in the Appendices attached hereto. (3) Upon expiry or termination of this Agreement OPG shall promptly remove its equipment from the OPG Work Lands. All obligations under this Agreement which, by their nature, survive termination of this Agreement shall survive termination or expiry of this Agreement in accordance with their terms. 23. Entire Agreement This Agreement, including for certainty all Schedules hereto, constitutes the entire agreement between the parties regarding the subject matter and, except for any amendment, supersedes all other agreements, negotiations, discussions, undertakings, representations, warranties and understandings, whether written or verbal, including any request for proposals, any bid proposal and any amendments or restatements of any such request or bid. Specifically, except as expressly provided in this Agreement, OPG has not made any representations, warranties or guarantees whatsoever respecting the Works or this Agreement, including any statements or other information previously provided to City or respecting any physical conditions, labour conditions or scheduling. 24. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall be deemed to constitute one and the same document. The execution of this Agreement will not become effective until counterparts hereof have been executed by all the parties hereto. Counterparts may be executed either in original or electronic form and the parties adopt any signatures received in electronic form as original signatures of the parties. [The remainder of this page is intentionally blank.] 11 In witness whereof OPG and the City have duly executed this Agreement as of the date first written above. Ontario Power Generation Inc. __________________________________________ Name: Title: __________________________________________ Name: Title: I/We have the authority to bind the Corporation. The Corporation of the City of Pickering __________________________________________ Kevin Ashe, Mayor __________________________________________ Susan Cassel, City Clerk 12 Schedule ‘A’ City of Pickering Sandy Beach Road Rehabilitation Scope of Work Requirement: Engineering consultant services to complete the civil and associated design for the rehabilitation of Sandy Beach Road in Pickering, Ontario. Project: Rehabilitation of Sandy Beach Road to a full load Type ‘C’ Arterial rural road standard from south of Bayly Street to Parkham Crescent and a full load Local Collector rural road standard from approximately 180m south of Parkham Crescent to Montgomery Park Road. The project includes all items listed under Scope of Work. Scope of Work: The Consultant will prepare detailed road reconstruction design drawings for Sandy Beach Road referencing all applicable City of Pickering, Region of Durham and Provincial design standards. The Consultant will also prepare all associated design drawings for asphalt sidewalk installation (where feasible), drainage modifications improvements as necessary, roadside safety modifications as necessary, pavement markings and signage, complete with all required reports, permits, approvals, cost estimates and specifications required for construction. Scope of Services for Detailed Design -Undertake geotechnical investigation, as required, to inform recommended rehabilitation treatment and road structure for proposed traffic volumes and full load requirements -Complete all excess soil management planning requirements to satisfy O.Reg. 406/19, including but not limited to Assessment of Past Uses, Sampling and Analysis Plan, Soil Characterization Report, Excess Soil Destination Assessment Report and Registry filing through RPRA. -Undertake subsurface utility engineering investigation as required including utility coordination for any associated relocations. -Undertake road design for the rehabilitation of Sandy Beach Road to a full load rural Type ‘C’ Arterial road standard from south of Bayly Street to Parkham Crescent and a full load rural Local Collector road standard from approximately 180m south of Parkham Crescent to Montgomery Park Road with a minimum pavement width of 6.7 metres with granular shoulders. -If feasible, undertake design of minimum 1.5m wide asphalt sidewalk in locations where no sidewalk exists from south of Bayly Street connecting to the existing sidewalk south of Streamside Courtnorth of Kinsmen Park. -Undertake photometric analysis to review existing streetlights. -Undertake / prepare traffic analysis, construction staging and traffic management plan ensuring access maintained to businesses, park facilities and residents as required. -Undertake stormwater management review to ensure ditch sizing, outlet locations to facilitate road drainage, etc. -Coordination and submission of all associated agency approvals. -The consultant shall work in conjunction with the City to contact adjacent landowners for any permission of entry / access to private property as necessary for investigation, detailed design or construction purposes. -The design package shall be submitted to the City of Pickering at the following stages 13 o Preliminary design submission (50%) o Detailed design submission (90%) o Final design submission (100%) -Attend meetings with the City and associated stakeholders on a monthly basis to review proposed design, assess any opportunities for enhancements, efficiencies, or cost savings, co-ordinate reviews, identify issues and obtain approvals. -Prepare preliminary and final cost estimates for proposed works. -The final design package shall include but not be limited to the following drawings: o Removal plans, erosion and sediment control plans, plan & profile drawings, cross-sections (20m), typical sections and construction details, `intersection grading plans, pavement marking and signage plans, construction staging / traffic management plans, and landscaping / environmental / restoration drawings, 14 Schedule ‘B’ City of Pickering Montgomery Park Road Reconstruction Scope of Work Requirement: Engineering consultant services to complete the civil and associated design for the reconstruction of Montgomery Park Road in Pickering, Ontario. Project: Reconstruction of Montgomery Park Road to a full load Local Collector rural road standard from Sandy Beach Road to 80m east of McKay Road and 320m southerly following the current configuration of Montgomery Park Road The project includes all items listed under Scope of Work. Scope of Work: The Consultant will prepare detailed road reconstruction design drawings for Montgomery Park Road referencing all applicable City of Pickering, Region of Durham and Provincial design standards. The consultant will also prepare all associated design drawings for Waterfront Trail modifications, drainage modifications as necessary, roadside safety modifications as necessary, pavement markings and signage, streetlighting modifications deemed necessary complete with all required reports, permits, approvals, cost estimates and specifications required for construction. Scope of Services for Detailed Design -Undertake topographic survey as required to update existing information provided by City of Pickering including creation of digital terrain model for design purposes. -Undertake geotechnical investigation to inform recommended road structure for proposed traffic volumes and full load requirements. -Complete all excess soil management planning requirements to satisfy O.Reg. 406/19, including but not limited to Assessment of Past Uses, Sampling and Analysis Plan, Soil Characterization Report, Excess Soil Destination Assessment Report and Registry filing through RPRA. -Undertake subsurface utility engineering Investigation as required including utility coordination for any associated relocations. -Undertake road design for the reconstruction of Montgomery Park Road to a full load rural Local Collector road standard with minimum 8.0 metre pavement width with gravel shoulder, where practical. -Undertake design of improvements and temporary modifications to the Waterfront Trail to accommodate truck movements from site. -Undertake photometric analysis to review existing streetlights including streetlighting design and associated approvals if modifications are necessary. -Undertake / prepare traffic analysis, construction staging and traffic management plan ensuring access maintained to businesses and residents as required. -Undertake stormwater management review to ensure ditch sizing, outlet locations, etc. -Coordination and submission of all associated agency approvals. -The consultant shall work in conjunction with the City to contact adjacent landowners for any permission of entry / access to private property as necessary for investigation, detailed design or construction purposes. 15 -The design package shall be submitted to the City of Pickering at the following stages o Preliminary design submission (50%) o Detailed design submission (90%) o Final design submission (100%) -Attend meetings with the City and associated stakeholders on a monthly basis to review proposed design, assess any opportunities for enhancements, efficiencies, or cost savings, co-ordinate reviews, identify issues and obtain approvals. -Prepare preliminary and final cost estimates for proposed works. The final design package shall include but not be limited to the following drawings: o Removal plans, erosion and sediment control plans, plan & profile drawings, cross- sections (20m), typical sections and construction details, intersection grading plans, pavement marking and signage plans, construction staging / traffic management plans, streetlight electrical drawings (as required), and landscaping / environmental / restoration drawings. 16 SCHEDULE C Lands [Attach drawing showing the Lands specifying the OPG Work Lands in yellow highlight]