Addendum to Regular Council Meeting Agenda 64 – September 17, 2026

Additional pages in the package

PDF pages 8 to 13.

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TULLOCH Engineering Rate Table

(Effective January 1, 2026)

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PROFESSIONAL SERVICES TERMS AND CONDITIONS

PART 1 AGREEMENT TULLOCH receives the entire amount that is due pursuant to the terms of the Agreement.

1.1 Unless a written agreement is entered into, the Client's acceptance of a proposal, whether written or oral (the "Proposal"), from the TULLOCH company submitting the 5.3 If Client disputes any portion of an invoice, it will pay those amounts that are not Proposal ("TULLOCH") or a request by Client for some or all of the services included in dispute and notify TULLOCH in writing of the reasons for the dispute within 10 days in the Proposal, constitutes a binding contract between Client and TULLOCH (the of receiving the invoice. Failure to notify TULLOCH of the dispute within the required "Agreement'). The Agreement incorporates and is subject to these Terms and time will be treated as acceptance of the invoice. If it is determined that some or all Conditions and the terms and conditions included in the Proposal, including the of the amount in dispute should have been paid at the time it was invoiced, then Client description of the services to be provided by TULLOCH (the "Services"). If there is will promptly pay such amount, together with interest at the rate set out in Clause 5.1. any conflict between the Proposal and these Terms and Conditions, the Terms and 5.4 If, other than by reason of a breach of the Agreement by TULLOCH, (a) Conditions will govern. Any terms appearing on any orders or other documents TULLOCH is required to perform Services in circumstances other than those produced by or on behalf of Client are excluded unless they have been specifically expressly or reasonably assumed and normally pertaining to services of a similar accepted in writing by TULLOCH. nature, including any site conditions that were not known to TULLOCH on the date of

1.2 Each party will advise the other of the person appointed by it to act as its the Agreement, (b) there is a change in the scope, timing, order or complexity of the representative, and its representative will have the authority to act on its behalf for all Services, (c) there is a force majeure event, or (d) additional costs are incurred as a purposes in connection with the Agreement. result of a change in any laws, regulations or rules or the interpretation thereof; then any resulting costs will be borne by Client and TULLOCH will be entitled to such

PART 2 LAW OF THE CONTRACT

amendments to the Agreement as are fair and reasonable in the circumstances.

2.1 The law of Ontario, Canada, will govern the interpretation of the Agreement. 5.5 TULLOCH will invoice any work pursuant to clause 5.4 separately at the same

2.2 The Client acknowledges receipt of sufficient information from TULLOCH, time as its monthly invoices and show authority for that work by reference to the including information concerning the Fees and Services of the Engineer, so as to corresponding Change Order approved by the Client. The Client will not be allow the Client to assess the nature, extent and cost of the Services of TULLOCH responsible for paying for any work not anticipated in the Agreement unless approved and the obligations which the Client assumes under this Agreement. by a Change Order.

PART 3 TULLOCH SERVICES AND RESPONSIBILITIES 5.6 If either party to this Agreement submits a Change Order request to the other party, the other party shall either approve or reject the request in writing within 7 days

3.1 TULLOCH is bound by the legislation governing the Engineering profession in the of the request.

Jurisdiction. Nothing in this Agreement requires TULLOCH to derogate from

obligations prescribed by law that are binding upon TULLOCH. PART 6 INSURANCE AND LIABILITY

3.2 TULLOCH will (a) provide the Services in accordance with this Agreement and 6.1 TULLOCH will have in effect (a) professional liability insurance of $250,000 per with the degree of care, skill, and diligence normally provided by engineers in the claim and $500,000 in the aggregate within any policy year. Coverage will be performance of comparable services in respect of projects of a similar nature to that maintained continuously from the commencement of the Services until completion or contemplated by this Agreement; and, (b) reperform any part of the Services at its termination of the Services and, subject to availability at reasonable cost, for 1 year cost that fail to comply with the above standard, provided that TULLOCH may opt to after completion or termination of the Services, (b) workers compensation coverage refund to the Client all amounts paid in respect of such Services if it determines that in accordance with statutory requirements for the duration of the Project. reperformance is not practical. 6.2 If TULLOCH carries professional liability insurance for amounts greater than

3.3 TULLOCH may engage Sub-Consultants to provide the Services. Should the those specified in Clause 6.1, such insurance will be available under this Agreement Client reasonably object to a Sub-Consultant engaged by TULLOCH, the Client may only up to the amount specified in Clause 6.1. request TULLOCH to replace the Sub-Consultant. In this event, the Client will pay all 6.3 TULLOCH's liability for claims which the Client has or may have against costs resulting from termination and replacement of that Sub-Consultant and the TULLOCH or TULLOCH's employees, agents, representatives and sub-consultants parties will adjust the Fees and time for completion of the Services to take into account

under this Agreement, whether these claims arise in contract, tort, negligence or the termination and replacement. TULLOCH will coordinate the activities of its Sub- under any other theory of liability, will be limited, notwithstanding any other provision Consultants. of this Agreement to (a) claims brought within the limitation period prescribed by law

3.4 Subject to Clauses 3.2, TULLOCH is not liable or responsible for (a) the work or in the jurisdiction in which the Project is located or, where permitted by law, within 2 products of any third-party contractors or suppliers engaged by or on behalf of Client, years of completion or termination of the Services, whichever occurs first; and (b) including any means, methods, sequences, procedures or techniques used by reperformance of defective Services by TULLOCH, plus (i) where claims are construction contractors, (b) any goods, equipment or materials procured on behalf covered by insurance under section 6.1, to the amount of such insurance; or (ii) of Client, provided that TULLOCH will use reasonable efforts to obtain appropriate where claims are not covered by insurance under section 6.1, to the professional warranties from the suppliers of such goods, equipment or materials for Client's fees paid to TULLOCH pursuant to this Agreement up to a maximum of $100,000. benefit, or (c) safety and security at any Client premises or the project site, provided

6.4 The liability of each party with respect to a claim against each other is limited to that TULLOCH will comply with all relevant laws and those site requirements relating

direct damages only and neither party will have any liability whatsoever for to safety and security that have been notified to TULLOCH. consequential or indirect loss or damage (such as, but not limited to, claims for loss PART 4 CLIENT'S RESPONSIBILITIES of profit, revenue, production, business, contracts or opportunity and increased cost of capital, financing or overhead) incurred by the other party.

4.1 The Client will (a) promptly fulfill all of the Client's responsibilities so as not to impede TULLOCH's orderly performance of the Services, (b) fully advise TULLOCH 6.5 Subject to the limitations of liability set out in this Agreement, each party will in writing of the Client's requirements in connection with the Project, including the indemnify the other party, to the extent of the fault or negligence of the indemnifying Project Budget and time constraints of the Client, (c) when requested, make available party, for damages and costs (including reasonable legal fees) resulting from: (a) to TULLOCH all information or data pertinent to the Project which is required by claims of third parties; or (b) a breach of contractual obligations under this Agreement TULLOCH to perform the Services; (d) will act reasonably and in good faith and by the indemnifying party or anyone for whom that party is responsible; or (c) comply with applicable laws; (e) notify the Engineer whenever the Client or the Client's negligent or faulty acts or omissions of the indemnifying party or anyone for whom representative becomes aware of any defects or deficiencies in the Services or the that party is responsible; or (d) site conditions that were unknown to the Engineer at Engineering Documents and (e) obtain required approvals, licences, and permits the time of entering into this Agreement. governmental or other authorities having jurisdiction over the Project so as not to PART 7 OWNERSHIP AND USE OF DOCUMENTS, PATENTS delay TULLOCH in the performance of the Services.

AND TRADEMARKS PART 5 INVOICING, PAYMENT AND TAXES

7.1 All Engineering Documents provided to the Client by TULLOCH will become the

5.1 Unless otherwise provided in the Proposal, (a) Services (including any additional property of the Client upon receipt of full payment for the related Services and subject services provided at the request of Client or pursuant to Clause 5.4) and all costs to other provisions in this Agreement. incurred by TULLOCH in connection with the Services (including internal and external 7.2 TULLOCH retains ownership of all patents, trademarks, copyrights, industrial or costs for obtaining necessary licenses, visas and work permits and legal and other intellectual property rights resulting from the Services or from concepts, accounting advice if the Services are performed outside the Jurisdiction), will be

products, or processes which are developed or first reduced to practice by TULLOCH charged to Client in accordance with TULLOCH's schedule of rates, (b) amounts in performing the Services. The Client will not use, infringe or appropriate such invoiced to Client by TULLOCH are due and payable within the period stated in proprietary rights without the prior consent and compensation of TULLOCH. TULLOCH's schedule of rates or, if not so stated, within 30 days of receipt of invoice

by Client, and (c) interest will be paid on past due amounts at the rate stated in 7.3 Provided the Fees and Reimbursable Expenses of the Engineer are paid, the TULLOCH's schedule of rates or, if not so stated, at the prime rate quoted by Client will have a non-exclusive license to use any proprietary concept, product or TULLOCH's main bank in the Jurisdiction plus 3%. process of TULLOCH which relates to or results from the Services for the life of the Project and solely for purposes of its maintenance and repair.

5.2 TULLOCH's rates are exclusive of all taxes, duties, royalties, levies and other

7.4 TULLOCH will retain the original of the Engineering Documents and or those governmental or regulatory charges, other than taxes on payroll and TULLOCH's net

parts of the Construction Contract Documents which are generated by TULLOCH, income in the Jurisdiction. lf any such taxes, duties, royalties, levies or charges are

including computer generated designs relating thereto, but excluding any models or levied on or applicable to amounts payable to TULLOCH pursuant to the Agreement, graphic presentations specifically commissioned and paid for by the Client. they will be borne by Client, and (a) if TULLOCH is required to pay any such taxes, duties, royalties, levies or charges, the amount of such payments will be reimbursed 7.5 Should the Client alter the Engineering Documents without notifying TULLOCH to TULLOCH by Client, and (b) if they are required to be withheld or deducted from and without TULLOCH's prior written consent, the Client will indemnify TULLOCH amounts payable to TULLOCH, the amounts payable will be grossed up so that against claims and costs (including legal costs) associated with such improper

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PROFESSIONAL SERVICES TERMS AND CONDITIONS

alteration. In no event will TULLOCH be responsible for the consequences of any means the total endeavor contemplated in this Agreement of which the Services such improper alteration. and the Work may be the whole or a part; (j) "Project Budget" means the estimated cost of the Work, including the Services and other professional services, but

7.6 The Client may not use the Engineering Documents without having paid the Fees

excluding expenses relating to site acquisition, promotion and marketing; (k) and Reimbursable Expenses of TULLOCH. TULLOCH is entitled to injunctive relief

"Reimbursable Expenses" means those expenses that are identified the proposal, should the Engineering Documents be used without payment of the Fees and and which are payable by the Client to TULLOCH; (l) "Services" means those Reimbursement Expenses provided for in this Agreement.

services that are identified in the Proposal; (m) "Sub-Consultant or Sub-Consultant

7.7 The Engineering Documents are not to be used on any other project without the of TULLOCH" means any registered or licensed professional engineer, architect, or prior written consent and compensation of TULLOCH. other specialist engaged by TULLOCH to perform a discreet scope of services in PART 8 PROJECT OWNERSHIP, IDENTIFICATION AND connection with the Project, but does not include employees of TULLOCH or CONFIDENTIALITY consultants working under a personal services agreement with TULLOCH; (n) "Suspension Expenses " means expenses incurred by TULLOCH, including

8.1 The Client represents to TULLOCH that the Client is the owner of the Place of demobilization and remobilization expenses, which are directly attributable to the Work. If the Client is not the owner, the Client will notify TULLOCH of the identity suspension of the Services by the Client; (o) "Termination Expenses" means of the owner before signature of this Agreement. expenses incurred by TULLOCH which are directly attributable to termination of the

8.2 Information regarding the design, functionality, equipment, management, costs, Services and include TULLOCH's expenses reasonably and necessarily incurred in or progress of the Project is confidential where one party has notified the other party winding down the Services; (p) "Work" means the total construction and related of the confidential or proprietary nature of such information and where such services required by the Construction Contract; (q) "Change Order" means a written information is not public knowledge. The parties agree not to disclose confidential agreement between the Client and Engineer that modifies the terms of this information to third parties, except to the extent required for performance of the Agreement, including the Services, Fees and Schedule. Services or where required by law or by mutual consent of the parties. PART 11 GENERAL

PART 9 TERMINATION AND SUSPENSION 11.1 The Agreement will be governed by and construed in accordance with the laws

9.1 This Agreement is terminated on the earliest of: (a) the date when TULLOCH of the Jurisdiction without giving effect to conflict of law considerations. All disputes has performed all of the Services; or (b) the date of termination if termination occurs will be submitted to senior management for discussion. If the parties are unable to in accordance with this section PART 9 TERMINATION AND SUSPENSION. resolve a dispute through such discussions, either party may submit the dispute to the International Chamber of Commerce ("lCC") for resolution in accordance with its

9.2 If TULLOCH is in material default in the performance of any of its obligations

rules then in force. The arbitration will be held in English and at the location of under this Agreement, the Client will notify TULLOCH that the default must be

TULLOCH's contracting office. The arbitration panel will consist of one arbitrator corrected. If TULLOCH does not correct the default within 30 days after receipt of selected by the ICC in accordance with its rules. Any arbitration award will be final such Notice or if TULLOCH does not take reasonable steps to correct the default if

and binding on the parties without any right of appeal. the default is not susceptible of immediate correction, the Client may terminate this

Agreement upon further Notice to TULLOCH, without prejudice to any other rights or 11.2 The unsuccessful party will bear the costs of arbitration. No legal proceedings recourses of the Client. Such termination will not release the Client from its obligation may be commenced by either party in connection with the Agreement or the Services to pay all Fees and Reimbursable Expenses incurred by TULLOCH up to the date of other than in accordance with this Clause 11.1, provided that either party may apply termination in the manner provided in this Agreement. to a court of competent jurisdiction for interlocutory relief during the course of such proceedings or to enforce any order or award obtained in accordance with this Clause

9.3 If the Client is in material default in the performance of any of the Client's

11.1.

obligations set forth in this Agreement, including but not limited to the non-payment

of Fees and Reimbursable Expenses of TULLOCH in the manner specified in this 11.3 The Agreement represents the entire agreement between the parties regarding Agreement, TULLOCH will notify the Client that the default must be corrected. If the the subject matter hereof and supersedes all prior representations, understandings or Client does not correct the default within 30 days after receipt of such Notice, agreements, whether written or oral and whether express or implied, provided that, if TULLOCH may terminate this Agreement upon further Notice to the Client. In such the parties have previously entered into a confidentiality (or similar) agreement event, the Client will promptly pay the Fees and Reimbursable Expenses of regarding the subject matter hereof, such agreement will survive and Clauses 8.1 and TULLOCH that are incurred and unpaid as of the date of such termination, plus the 8.2 will be of no force and effect. Amendments to the Agreement are effective only if Termination Expenses, without prejudice to any other rights or recourses of executed in writing by authorized representatives of both parties. TULLOCH. 11.4 Neither party may assign (other than to its affiliate) the Agreement or any

9.4 If the Client is unwilling or unable to proceed with the Project, the Client may interest therein, in whole or part, without the prior consent of the other party. The suspend or terminate this Agreement by Notice of 30 days to TULLOCH. Upon receipt Agreement will enure to the benefit of and be binding upon the parties and their of such Notice, TULLOCH will perform no further Services other than those respective successors and permitted assigns. reasonably necessary to suspend or terminate that portion of the Project for which 11.5 Neither party will be considered to be in breach of its obligations under the TULLOCH is responsible. In such event, the Client will pay all of the Fees and Agreement, except obligations to make payment, to the extent that performance is Reimbursable Expenses incurred by TULLOCH up to the date of suspension or prevented or delayed by force majeure. Each party will use best efforts to overcome termination, plus the Suspension Expenses or Termination Expenses, as the case any force majeure as soon as possible. may be, in the manner provided for in this Agreement.

11.6 The limitations and exclusions on liability expressed in this Agreement will apply

9.5 If the Client suspends performance of the Services at any time for more than 30 even in the case of the fault, negligence or strict liability of the party who is the consecutive or non-consecutive days through no fault of TULLOCH, then TULLOCH beneficiary of the clause and will extend to the officers, directors, employees, agents, may choose to terminate this Agreement upon Notice to the Client. In this event, the representatives, subconsultants and affiliates of such parties. Client will promptly pay the Fees and Reimbursable Expenses of TULLOCH that are

11.7 Any notice, consent or other communication given hereunder will only be incurred and unpaid as of the date of such termination, plus the Termination

deemed to have been given if it is in English, in writing and is sent to the recipient's Expenses, without prejudice to any other rights or recourses of TULLOCH.

authorized representative pursuant to Clause 1.2 at the usual business address of the PART 10 DEFINITIONS AND INTERPRETATION recipient by (a) registered mail, (b) fax, (c) e-mail (but only when receipt is confirmed in writing by reply e-mail or otherwise) or (d) personal delivery for which a receipt is

10.1 Reference to (a) "Consultant or Consultant of the Client" means a registered

obtained. Notice given by fax, personal delivery or e-mail will be deemed to have or licensed professional engineer, architect or other specialist engaged directly by

been given on the business day following delivery. Notice given by mail will be the Client, other than TULLOCH or sub-consultants of TULLOCH; (b) "Contractor"

deemed to have been given on the fifth business day after mailing. means a person or entity contracting with the Client to perform some or all of the Work; (c) "Coordinate or Coordination" means the management and supervision of 11.8 No waiver by either party of any breach of the Agreement will be binding unless communications between TULLOCH and a Sub-Consultant or a Consultant of the made in writing and any such waiver will extend only to the specific breach waived Client; (d) "Agreement" means this agreement between the Client and TULLOCH, and not to any future breach.

including all of the documents identified in the Proposal and appended hereto; (e)

11.9 TULLOCH is an independent contractor in performing the Services. Nothing in "Engineering Documents" means drawings, plans, models, designs, specifications, the Agreement will create or will be construed so as to create the relationship of reports, photographs, computer software if proprietary to TULLOCH, surveys, principal and agent between Client and TULLOCH. calculations and other data, including computer print outs, which are otherwise used

in connection with the Project, and which were prepared by or on behalf of 11.10 The provisions of Parts 1, 3, 5, 6, 10 and 11 survive the termination of the TULLOCH and are instruments of service for the execution of the Work; (f) "Fees" Agreement.

means those fees that are identified in TULLOCH's Proposal and TULLOCH's

Standard Rate Schedule and which are payable by the Client to TULLOCH; (g)

"Notice" means a written communication between the parties that is delivered in

accordance with the provisions of these Terms and Conditions. Use of the verb "to notify" means to send a Notice in the above manner; (h) "Place of the Work" means

the designated site or location of the Work identified in this Agreement; (i) "Project"

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