HomeMy WebLinkAboutCAO 03-21Report to
Executive Committee
Report Number: CAO 03-21
Date: April 6, 2021
From: Fiaz Jadoon
Director, Economic Development & Strategic Projects
Subject: Community Partner Membership Agreement
-Canadian Centre for Nuclear Sustainability
-File: O-5260-001
Recommendation:
1.That Report CAO 03-21 regarding the Community Partner Membership Agreement,
between Ontario Power Generation Inc. (OPG) and The Corporation of the City of
Pickering, be received;
2.That the Mayor and City Clerk be authorized to execute the Community Partner
Membership Agreement with Ontario Power Generation set out in Attachment 1 to this
Report, subject to minor revisions as may be required by the Chief Administrative Officer,
Director, Economic Development & Strategic Projects and the Director, Corporate
Services & City Solicitor;
3.The City Clerk forward a copy of this Report CAO 03-21 to the Regional Municipality of
Durham and Ontario Power Generation; and
4.That appropriate City of Pickering officials be authorized to take the actions necessary to
implement the recommendations in this Report.
Executive Summary: In July 2020, Ontario Power Generation (OPG) launched the
Centre for Canadian Nuclear Sustainability (the “CCNS”). This innovation space, located in
Pickering, is easily accessible for community members to learn more about OPG’s
decommissioning plans and innovative solutions. The mandate of the CCNS is to attract skilled
jobs, innovative businesses and economic development within the nuclear energy sector in
Durham Region and find advance solutions for minimizing nuclear materials.
The City of Pickering has been asked by OPG to become a member of the CCNS by entering
into the Community Partner Membership Agreement (the “Agreement”). As a member, the
City will take part in the research and planning of the nuclear decommissioning project
alongside the CCNS and its membership. The membership also brings a number of
opportunities and economic benefits to the City which stimulate research and development,
innovation and attraction of industry and talent within our local nuclear energy sector.
Financial Implications: Not applicable.
CAO 03-21 April 6, 2021
Subject: Community Partner Membership Agreement Page 2
Discussion: In January 2021, Council approved Proposal No. RFP2020-9 to
award AECOM Canada Ltd. to undertake a study on the financial, economic and social
impacts on the retirement of the Pickering Nuclear Generation Station (PNGS). Ontario Power
Generation (OPG) plans to begin shutting down Units 1 and 4 in 2024, followed by Units 5 and
8 in 2025. The safe shutdown of all these units will attract new business investments into the
City and result in high skilled job opportunities and an increase in research and development,
in support of this unique nuclear decommissioning project.
Part of the decommissioning plan is to repurpose the 500 acres of land owned by OPG. In
2016, OPG released a Repurposing Pickering Preliminary Assessment Report, providing a list
of options for the site and outlining several factors to consider in achieving the greatest use of
the site that benefits not only the City of Pickering, but Durham Region, OPG, and the Province
of Ontario.
In 2020, OPG launched the Centre for Canadian Nuclear Sustainability (CCNS) to manage
operational experiences, industry best practices, and technological advances related to the
decommissioning project. Through collaboration and research, the CCNS will identify
innovative nuclear solutions and highlight opportunities to advance the nuclear
decommissioning project. Collecting information and ideas from the community will assist in
developing long-term strategies for repurposing the PNGS site during and after
decommissioning.
Furthermore, the CCNS will provide advance solutions for minimizing nuclear waste and
recycling clean materials. Focused on developing sustainable solutions for industry,
environment, and the community, the CCNS mandate is to advance collaboration and research
in nuclear material management and Canada Deuterium Uranium (CANDU) reactor
dismantlement by identifying new and innovative solutions.
In summary, CCNS was created to operate as an innovation hub with a mandate to:
a)leverage and coordinate Ontario’s vast talents and competencies to make Canada a world
leader in nuclear decommissioning;
b)advance solutions for nuclear materials, with a continuing emphasis on minimizing its
environmental footprint;
c)create economic growth in Ontario;
d)mobilize Ontario’s strong nuclear supply chain to develop tooling required for nuclear
decommissioning; and
e)collaborate by forming partnerships with the industry, community, local businesses,
academia, Indigenous communities and global entities to discover research, development
and export opportunities for innovative nuclear energy solutions.
This initiative will help coordinate innovative solutions, address nuclear safety, create
employment opportunities in the City of Pickering, Durham Region and the Province of Ontario,
and position Canada as a world leader in nuclear decommissioning strategies. Innovative
partnerships with key stakeholders, such as local businesses, organizations, Indigenous
communities, the general public and others will help provide valuable insight in the planning of
CAO 03-21 April 6, 2021
Subject: Community Partner Membership Agreement Page 3
the decommissioning project. The decommissioning project is expected to attract a significant
number of jobs and strengthen the local economy.
As Durham Region is recognized as the Clean Energy Capital of Canada, the City has been
asked by OPG to become a member of the CCNS by entering into a Community Partner
Membership Agreement. The membership would enable the City to join forces on innovation
for nuclear lifecycle solutions, work together to lead a CANDU decommissioning project, help
stimulate the economy through various projects, take part in community events and to further
strengthen the relationship between the City and OPG.
Given the long-standing relationship between the City and OPG, and the importance of the
decommissioning project, staff feel there is significant value in becoming a member of CCNS.
The potential impact of this membership will create future opportunities to collaborate and find
progressive solutions to repurpose the PNGS lands in the years to come.
Attachment:
1.Draft Community Partner Membership Agreement
Prepared By: Approved/Endorsed By:
Taaha Javed Fiaz Jadoon
Economic Development & Strategic Director, Economic Development &
Strategic Projects Associate Strategic Projects
TJ:tj
Recommended for the consideration
of Pickering City Council
Marisa Carpino, M.A.
Chief Administrative Officer
Original Signed By:Original Signed By:
Original Signed By:
COMMUNITY PARTNER MEMBERSHIP AGREEMENT
This Community Partner Membership Agreement (“Agreement”) is made the 1st day of September 2020
(the “Effective Date”) between Ontario Power Generation Inc. (“OPG”) and The Corporation of the City of
Pickering (the “Member”). Members of the Centre for Canadian Nuclear Sustainability (the “CCNS”) shall
be referred to collectively as “Members”.
WHEREAS:
1.CCNS will operate as an innovation hub to:
(a)leverage and coordinate Ontario’s vast talents and competencies to make Canada a world
leader in nuclear decommissioning;
(b)advance solutions for nuclear materials, with a continuing emphasis on minimizing its
environmental footprint;
(c)create economic growth in Ontario;
(d)mobilize Ontario’s strong nuclear supply chain to develop tooling required for nuclear
decommissioning; and
(e)collaborate by forming partnerships with the industry, community, local businesses,
academia, Indigenous communities and global entities to discover research, development
and export opportunities for innovative nuclear energy solutions.
2.The Member acknowledges that throughout the term of its membership, it will publicly, but non-
exclusively, support the purposes and objectives of the CCNS.
3.The Member would like to become a Community Partner of CCNS.
NOW THEREFORE, OPG agrees to admit the Member, as of the Effective Date, on the terms and
consideration contained herein, and the Member agrees to abide by the terms and conditions contained
herein:
1.Community Partners. The Member shall be a Community Partner. Community Partners are not-
for-profit entities, public associations and academic institutions .
There is no fee for the Community Partners.
2.MEMBERSHIP RIGHTS AND OBLIGATIONS
2.1 Compliance with Policies. The Member agrees to comply with any and all policies and procedures
provided to the Member from time to time, which may be amended from time to time.
2.2 Compliance with Applicable Laws. The Member agrees to comply with all Applicable Laws with
respect to its membership. “Applicable Laws” means in respect of any person, property,
transaction or event, means: (1) all applicable laws, statutes, regulations, municipal by-laws and
ordinances and treaties, including the Nuclear Safety and Control Act (Canada), the Export and
Import Permits Act (Canada) and the Nuclear Non-proliferation Import and Export Control
Regulations (Canada); and (2) any requirements under or prescribed by applicable common law,
judgments, orders and decrees.
Attachment #1 to Report #CAO 03-21
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2.3 Cyber Security. Each party will ensure that any information provided or made available by or on
behalf of such party in connection with this Agreement, and any media used by or on behalf of such
party to store or transmit such information:
(a)does not contain, link to, invoke, or communicate with, directly or indirectly, any virus,
malware, worm, Trojan horse, adware, spyware, ransomware, trackware, hack tool, dialer,
joke program, time lock or other contaminant (collectively, “Contaminants”); and
(b)will not directly or indirectly cause, enable, or facilitate any breach, compromise, or
unauthorized use of, unauthorized access to, or restriction of the other party’s access to,
the other party’s systems, networks, or data.
Without limiting the foregoing, prior to the disclosure of any such information, each party will use
industry best practices to identify and effectively remove any such Contaminants. In the event of
a party’s breach of this section 2.3, such party will, at its sole cost and expense:
(c)notify the other party thereof within a reasonable period of time after becoming aware of
such breach;
(d)cooperate and coordinate with the other party to prevent, stop, contain, mitigate, resolve,
recover from, respond to, and otherwise deal with such breach; and
(e)indemnify, defend, and hold harmless the other party from and against any and all
damages, liabilities, costs, and losses (including legal fees and expenses on a dollar for
dollar full indemnification basis) arising therefrom or relating thereto.
3.TERM AND TERMINATION
3.1 Term. The term of this Agreement shall begin on the Effective Date and, unless terminated in
accordance with Section 3.2, 3.3 or 3.4 below, shall continue for a period of 3 years.
3.2 Member Termination. The Member may terminate its membership in CCNS upon two months
prior written notice to OPG. Upon termination of the Member’s membership, this Agreement shall
automatically terminate without further notice.
3.3 OPG Termination. OPG may immediately terminate a Member’s membership in the CCNS without
cause. Upon termination of the Member’s membership, this Agreement shall automatically
terminate without further notice.
3.4 OPG Termination for Cause. OPG may immediately terminate a Member’s membership in the
CCNS upon written notice for breach of the Agreement. Upon termination of the Member’s
membership, this Agreement shall automatically terminate without further notice.
3.5 Survival. Notwithstanding the termination of this Agreement, Sections 2 and 4 shall survive and
remain in effect.
4.Confidentiality.
4.1 During the course of this Agreement, OPG or the Member (each a “Disclosing Party”) may
disclose to the other party (each a “Receiving Party”) certain information (including applications of
that information), whether written or oral, which is confidential, a trade secret or otherwise
proprietary to the Disclosing Party (collectively, the “Confidential Information”). Such information
constitutes Confidential Information whether labelled or otherwise identified as “confidential” or
“proprietary”. Confidential Information does not include, however, information that the Receiving
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Party is able to demonstrate to the Disclosing Party’s satisfaction, acting reasonably: (i) was or
becomes generally known to the public through no fault of the Receiving Party or its 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; (ii) was specifically known by the Receiving Party before disclosure by the Disclosing Party
and was not subject to any confidentiality obligation; (iii) was developed or ascertained
independently without reference to the other party’s Confidential Information; or (iv) was received
from a third party without such third party being under a duty of confidentiality.
4.2 All Confidential Information remains, at all times, the exclusive property of the respective Disclosing
Party. Except as expressly set out in this Agreement, a respective Receiving Party has no licence
or other right to use or disclose any Confidential Information for any purpose whatsoever. Such
Receiving Party may use Confidential Information only for the purpose of furthering the mandate of
the CCNS as set out in the recitals of this Agreement. Such Receiving Party will ensure that none
of its 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 this section 4.2.
4.3 At the Disclosing Party’s request, the Receiving Party will promptly (and in any event, within ten
business days of receipt of such request) return to the Disclosing Party or destroy, at the Disclosing
Party’s election, any and all Confidential Information belonging to the Disclosing Party, including all
reproductions and any documents based on any of the Confidential Information, and will not retain
any copies thereof).
4.4 Each Receiving Party acknowledges that each Disclosing Party would not have an adequate
remedy at law for monetary damages if the Receiving Party fails to fulfil any of its obligations under
this Section 4. Accordingly, in addition to any other remedies under this Agreement, each
Disclosing Party will be entitled to seek equitable relief, including 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 4 and in which case, each
Receiving Party consents to any such injunction, specific performance or other remedy in law or
equity
4.5 FIPPA and OEB.
(a)The Member 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.
The Member is strongly advised to consult its own legal advisors as to the appropriate way
in which confidential or proprietary business information should be marked as such.
(b)Subject to the provisions of FIPPA and OEB Legislation, OPG will use reasonable
commercial efforts to safeguard the confidentiality of any information identified by the
Member as confidential but will not be liable in any way whatsoever to the Member 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.
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4.6 MFIPPA
(a)OPG acknowledges and agrees that the Member is subject to the Municipal Freedom of
Information and Protection of Privacy Act, R.S.O. 1990, c. M.56, as amended from time to
time (“MFIPPA”). The Member will comply with its obligations under MFIPPA. OPG is
strongly advised to consult its own legal advisors as to the appropriate way in which
confidential or proprietary business information should be marked as such.
(b)Subject to the provisions of MFIPPA, the Member will use reasonable commercial efforts
to safeguard the confidentiality of any information identified by OPG as confidential but will
not be liable in any way whatsoever to OPG if such information is disclosed based on an
order or decision of the Information and Privacy Commissioner of Ontario or otherwise as
required by Applicable Law.
5.GENERAL
5.1 Authority to Execute Agreement. The Member hereby represents and warrants to OPG that (i)
the member has the authority to enter into this Agreement and to perform its obligations hereunder;
(ii) the execution and performance of this Agreement does not and will not violate any agreement
to which the Member is a party or by which it is otherwise bound; (iii) this Agreement constitutes a
legal, valid and binding obligation of the Member, enforceable against the Member in accordance
with its terms; and (iv) the Member has provided OPG with true, correct and complete information
about the duration of the Member’s operations and any other information required to determine the
class of the Member’s membership.
5.2 No Intellectual Property Rights Granted. By executing this Agreement, the Member neither
grants nor receives, by implication, or otherwise, any rights under any copyright, patents or other
intellectual property rights of OPG or any other member of CCNS.
5.3 Public Announcements. If requested to do so, the Member will assist OPG in making a public
announcement of the Member’s joining CCNS. The Member will be permitted to make public
announcements or issue press releases concerning its own activities as a member in CCNS with
OPG’s prior written consent.
5.4 No Warranty. OPG and the Member each acknowledge and agree that, except as otherwise
agreed in writing, all information provided to or by OPG under this Agreement is provided “as is”,
with no warranties or conditions whatsoever, whether express, implied, statutory or otherwise, and
OPG and the Member each expressly disclaim any warranty of merchantability, merchantable
quality, non-infringement, and fitness for any particular purpose with respect to such information.
5.5 Waiver. The Member irrevocabl y waives any claims and all rights of recover under contract with
OPG or otherwise, whether based on statute, breach of contract, tort, warranty, equity, common
law, negligence, negligent misrepresentation, strict liability, intended conduct or otherwise, that the
Member may have against OPG attributable to bodily injury, sickness, disease or death, or to
damage to or destruction of tangible property, including any resulting loss of use and shall not hold
OPG liable for any such claims.
5.6 Indemnity. The Member agrees to indemnity and hold harmless from and against all claims, losses
and damages suffered or incurred by OPG to the extent such claims, losses or damages that occur
as a result of the Member’s participation in the CCNS.
5.7 Limitation of Liability. The liability of OPG respecting all claims arising in respect of this
Agreement will not exceed $300,000.
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5.8 Consequential Damages Disclaimer. In no event will either OPG or the Member be liable to each
other or any other member or third party under this Agre ement for the cost of procuring substitute
goods or services, lost profits, lost revenue, lost sales, loss of use, loss of data or any incidental,
consequential, direct, indirect, punitive, or special damages, whether or not such party had advance
notice of the possibility of such losses or damages.
5.9 Governing Law. This Agreement shall be construed and controlled by the laws of the Province of
Ontario without reference to conflict of laws.
5.10 Dispute. All disputes, disagreements, controversies, questions or claims arising out of or relating
to this Agreement, or in respect of any legal relationship associated with or arising from this
Agreement, including with respect to this Agreement’s formation, ex ecution, validity, application,
interpretation, performance, breach, termination or enforcement, will be determined by litigation in
the Superior Court of Justice of Ontario at Toronto, to the jurisdiction of which the parties irrevocably
attorn.
5.11 Notices. Except as otherwise provided in this Agreement every notice required or permitted under
this Agreement must be in writing and may be delivered in person, by courier or by email to the
applicable party, as follows:
If to OPG,
Ontario Power Generation Inc.
700 University Avenue, H19
Toronto, Ontario, M5G 1X6
Attention: VP Decommissioning Strategy
Email: carla.carmichael@opg.com
if to Member,
The Corporation of the City of Pickering
One The Esplanade
Pickering, Ontario, L1V 6K7
Attention: City Clerk
Email: clerks@pickering.ca
or to any other address, email address or individual that a party designates by notice. Any notice
under this Agreement, if delivered personally or by courier will be deemed to have been given when
actually received, if delivered by email before 3:00 p.m. on a business will be deemed to have been
delivered on that business and if delivered by email after 3:00 p.m. on a business day or on a day
which is not a business day will be deemed to be delivered on the next business day.
5.12 Entire Agreement. This Agreement sets forth the entire understanding of OPG and the Member
with respect to the subject matter hereof.
5.13 Amendment. Except as expressly provided in this Agreement, no amendment, restatement or
termination of this Agreement in whole or in part is binding unless it is in writing and signed by OPG
and the Member. Accordingly, this Agreement will not be amended by any invo ice or other
document (even where invoice or other document purports, directly or indirectly, to be paramount
to any term of this Agreement), unless such invoice or other document is signed by OPG and the
Member.
5.14 Assignment. The Member is not entitled to assign any of its rights or obligations under this
Agreement without the prior written consent of OPG. For purposes of this Agreement, an
assignment shall be deemed to include a transfer or sale of all or substantially all of the business,
assets or shares of the Member, or a merger, consolidation or other transaction that results in a
change in control of the Member.
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5.15 Severability. If any term of this Agreement is or becomes illegal, invalid or unenforceable, the
illegality, invalidity or unenforceability of that term will not affect the legality, validity or enforceability
of the remaining terms of this Agreement and the parties will, if necessary, amend this Agreement
to accomplish the intent of the parties as originally set out in this Agreement to the maximum extent
allowed by Applicable Laws
5.16 Relationship of Parties. Nothing in this Agreement will be construed as constituting either party
as the agent, partner, joint venture or other representative of the other party. Member’s personnel
are solely the employees of Member (and not OPG’s) for all purposes under this Agreement,
including for all purposes under any Applicable Laws. Accordingly, none of Member’s personnel is
entitled to any benefits respecting any pension or other benefit plan, program or policy of OPG.
Member will pay all Taxes respecting each of Member’s personnel and OPG will have no
responsibility for any such Taxes.
5.17 Counterparts. This Agreement and any Amendment, restatement or termination of this Agreement
in whole or in part may be signed and delivered in any number of counterparts, each of which when
signed and delivered is an original but all of which taken together constitute one and the same
instrument. Any counterpart signature transmitted by sending a scanned copy by electronic mail
or similar electronic transmission will be deemed an original signature.
IN WITNESS WHEREOF, OPG and the Member have executed this Agreement as of the Effective Date.
The Corporation of the City of Pickering
By:
Name:
Title:
Ontario Power Generation Inc.
By:
Name:
Title: