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HomeMy WebLinkAboutCS 34-12 city 00 Report to w -- Council PICKERIN Report Number: CS 34-12 ' Date: July 9, 2012 r, a w.. From: Everett Buntsma Director, Community Services Subject: Municipal Streetlight Attachment Agreement - Veridian Connections - File: A-1440 Recommendation: 1. That Report CS 34-12 of the Director, Community Services regarding a Municipal Streetlight Agreement with Veridian Connections be received; and 2. That Council authorize the Mayor and Clerk to execute a Municipal Streetlight Attachment Agreement with Veridian Connections, in a form that is satisfactory to the Director, Community Services, the City Solicitor and the Director, Corporate Services and Treasurer; Executive Summary: Historically, the streetlight maintenance and new installations were undertaken by Pickering Hydro, and then Veridian Connections on behalf of the City. In 2000, the de-regulation of the electrical industry took place, but Veridian Connections continued the practice. In 2009, Veridian stopped being the City's service provider because it was determined they could no longer provide streetlight maintenance services to the local municipalities. Veridian can only provide energy to the local municipalities. As a result of these changes, it is now a requirement of Veridian for the local municipalities to enter into an agreement with Veridian in order to regulate our streetlights on their hydro poles. Financial Implications: There is no direct cost to the City for entering into this agreement. Veridian does not charge a fee for attachments to the local municipality. Discussion: In the past, the streetlight maintenance and new capital installations were undertaken by Veridian Connections on behalf of the City. In 2000, the de-regulation of the electrical industry took place, but Veridian Connections continued this practice. Ontario Regulation 22/04 made under the Electricity Act 1998, identified the roles and responsibilities of the owner of the pole and the attacher, in this case the local municipality. Under the Energy Act, Veridian Connections can only provide energy and no longer undertake service work performed by electrical contractors. The City started contracting the streetlight installation and maintenance Report CS 34-12 July 9,2012 Subject: Municipal Streetlight Attachment Agreement Page 2 'zv over a decade ago when Pickering Hydro became Veridian Connections. Langley Utilities Contracting is currently the City's service provider. The City is required to hire an electrical consultant to undertake the detail design and construction drawings, which have to be stamped by an electrical engineer. The City is now required to apply for a permit to Veridian, to which there is no cost to the City. In order for the City to install new streetlights or maintain existing streetlights to Veridian Connections poles, we are required to enter into a Municipal Streetlight Attachment Agreement. Third party attachment agreements are already in place with Veridian Connections and other utility providers such as Bell, Rogers Telus, Allstream etc. Veridian is currently in the process of getting their municipal partners to enter into Municipal Streetlight Attachment Agreements within the next year. Those being the Township of Brock, Town of Ajax, City of Pickering, Municipality of Clarington, Township of Uxbridge, Township of Scugog, City of Bellville, Town of Gravenhurst and Township of Port Hope Attachments: 1. Copy of the Municipal Street Light Attachment Agreement ,repared By: Approved/Endo - ° ..-400r- Apir C1A.-f/ �� Darrell Selsky, CET., M III Everett Buntsma, NPD, CMM, S cDirrvisor, Engineering & Capital Works ector, Community Services / , - 4/6411 .4 '`° Richard W. Holborn, P. Eng. ir Division Head, Engineering Services DS:ds Recommended for the consideration of Pickering y Co c' / i/ / 094.1442. 2.8,24q2. Tony Prevedel, P.Eng. Chief Administrative Officer CORP0227-07/01 revised ATTACHMENT## / ,_ TO REPORT# � 3412, / of_2)3_ 61 MUNICIPAL STREET LIGHT ATTACHMENT AGREEMENT Veridian Connections Inc. and DATE OF ISSUE: ATTACH MENT# __ TOREPORT# CS 3r--)21 i1! + 6 ? ___ of TABLE OF CONTENTS ARTICLE PAGE Article 1—Definitions 5 Article 2—Territory 7 Article 3—Authorization, Permission and Right-of-Way 7 Article 4—Taxes 8 Article 5—Performance Guarantee 8 Article 6—Compliance with Statutes 8 Article 7—Approval of Permits 9 Article 8—Grant 10 Article 9—Installation and Maintenance 11 Article 10—Line Clearing 14 Article 11—Fees 14 Article 12—Removal, Replacement or Relocation of Poles or Attachments 15 Article 13—Payment for Work 16 Article 14—Liability, Indemnity and Insurance 16 Article 15—Term and Termination of Agreement 18 Article 16—Termination of Approval 19 Article 17—Existing Rights of Other Parties 20 Article 18—Vested Rights 20 Article 19—Notices 21 Article 20—Assignment 21 Article 21—Dispute Resolution 22 Article 22—Schedules 23 Article 23—Interpretation 23 Article 24—Entire Agreement 23 Article 25—Headings 23 Article 26—Legislative References 23 Article 27—Waiver 23 Article 28—Environmental Obligations 24 Municipal Street Light Attachment Agreement-DS-Version 2-19Apr2012 ATTACHMENT#1_. TOREPORT# CS 3412' 3 o 21i' 63 TABLE OF CONTENTS(coned) ARTICLE PAGE Article 29—Force Majeure 24 Article 30—Reasonableness 24 Schedule A—Permit—Municipality 26 Schedule B—Interpretive Sketches 27 Schedule C—Minimum Permit Drawing Requirements 29 Municipal Street Light Attachment Agreement-DS-Version 2-19Apr2012 A TA CNMENT#...__._,_1_ i O RE PORT# C� 34"a- 4 of g-- AGREEMENT FOR LICENSED ATTACHMENT THIS AGREEMENT made in duplicate on is effective (the "Effective Date") through and until (the "End of Term Date"). BETWEEN Veridian Connections Inc. (hereinafter the "Owner") OF THE FIRST PART AND (hereinafter the "Attacher") OF THE SECOND PART WHEREAS the Attacher wishes to affix and maintain its material, apparatus, equipment or facilities all of which is to be used solely for the purposes of providing street lighting and traffic control for public roadways to poles or equipment of the Owner; AND WHEREAS all attachments by the Attacher to poles or other equipment owned by the Owner require an approved permit; AND WHEREAS the Owner consents to grant access to its poles and other equipment by the Attacher in accordance with the terms and conditions hereof; NOW THEREFORE, THIS AGREEMENT WITNESSES that, in consideration of the premises and the agreements and other considerations herein contained, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Municipal Street Light Attachment Agreement—DS—Version 2—19Apr2012 P o g e 14 ATTACHMENT# '_ TO REPORT# CS I2) l of ; — ARTICLE 1-DEFINITIONS The terms defined in this Article for the purposes of this Agreement shall have the following meanings unless the context expressly or by necessary implication otherwise requires. 1.1 "Affix", "Affixed" and "Affixing" means to fasten, by the Attacher or its contractors, the material, apparatus, equipment or facilities of the Attacher to poles or other equipment of the Owner or In-span. 1.2 "Approval" or "Approved" means the permission granted by the Owner to the Attacher for the Attacher to Affix its Attachments, as specified in the Permit,to poles or other equipment of the Owner or In-span. 1.3 "Attachment" means any material, apparatus, equipment or facility owned by the Attacher which the Owner has Approved for Affixing to poles or other equipment of the Owner or In- span, including, but without limiting the generality of the foregoing: • Support Strand attached to a pole; • Attacher low voltage aerial power cable, or control cable used by the Attacher solely for the purpose of controlling its own street lighting system, directly attached to a pole, or not directly attached to a pole but Over Lashed to a cable or Support Strand owned by the Attacher; • Street light bracket complete with street light; • Street light automation or control apparatus; • Low voltage disconnect switches and or related apparatus to separate and/or manage the interconnection between the Owner's supply system and the Attacher's low voltage wiring. Unless otherwise agreed by the parties, Attachment excludes wireless transmitters and power line carriers. 1.4 "Cable Riser/Dip" means a low voltage power cable attached along a vertical portion of a pole to allow the cable to change its position from/to an underground route to/from an overhead route. 1.5 "Certificate" means a certificate issued by a professional engineer, ESA or a qualified person identified in the distributor's construction verification program,that the construction meets the safety standards set out in Section 4 of the Regulations. 1.6 "Certificate of Approval" means the certificate issued by a professional engineer or ESA confirming that the plan or Standard Design meets the safety standards set out in Section 4 of the Regulation and provided to the distributor. 1.7 "Construction Verification Program" means the standards and requirements for conducting inspections and the qualifications of persons conducting inspections. Both the Owner and the Attacher shall have a Construction Verification Program in place. 1.8 "Dispute Resolution" means the dispute escalation and referral mechanism, described in Article 21. Municipal Street Light Attachment Agreement—DS—Version 2—19Apr2012 i;e 15 ATTACHMENT# / TO REPORT#_ £412) 6 of zq 1.9 "Emergency Situation" means a situation that poses an imminent danger or threat to public safety or public welfare. 1.10 "Good Utility Practice" means any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry in North America during the relevant time period, or any of the practices, methods and acts which in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Good Utility Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to be acceptable practices, methods or acts generally accepted in North America (DSC). 1.11 "Guy Pole" means a separate pole, used to carry the strain of dead-ending or line deflection to ground. 1.12 "Joint Use Pole" means a pole that its Owner has granted the Attacher Approval to Affix its Attachments. 1.13 "Joint Anchorage" means a common anchor system, including the anchor rod, to which two or more guy wires are attached, each guy wire providing guying for one party's conductors and related equipment on a Joint Use Pole. This will not be permitted on new installations and is considered a legacy item. 1.14 "Make-ready Work" means any necessary and required work by the Owner and/or an existing third party pole user solely to accommodate the Attachment and includes but is not limited to: • initial line clearing, • any changes or additions to or rearrangement of the Owner's poles or the Owner's Attachments; and Without restricting the generality of the foregoing, Make-ready Work does not include the costs of repairing any pole in order to ensure that it meets the Standard prior to permitting the Attacher to place its Attachments on the said Joint Use Pole. 1.15 "Minor Relocation" means the relocation of a Support Strand up to one (1) metre in a vertical and/or horizontal direction and is usually associated with pole changes. 1.16 "Over Lash" means to place an additional cable onto an existing cable or Support Strand. 1.17 "Permit" means the formal written request for the adding, materially changing or removal of an Attacher's Attachments to the Owner's pole(s). The Permit form is entitled "Request for Licensed Occupancy of Poles", in the form of Schedule "A" attached hereto, the form of which may be revised from time to time by the Owner. 1.18 "Power Space" means a vertical space at the top of the pole within which electrical power attachments are made. 1.19 "Rearranging" or "Rearrangement" means the removal of Attachments from one position on a pole and the placing of the same Attachments in another position on the same pole. Municipal Street Light Attachment Agreement—DS—Version 2—19Apr2012 Page 16 ATTACHMENT#`_ TOREPORT# US 302 of_._z9 v i 1.20 "Record of Inspection" means a record prepared by a professional engineer, ESA, or a qualified person indentified in the distributors construction verification program, detailing the inspection of a construction or repaired portion of an electrical distribution system with respect to safety standards set out in Section 4 of the Regulation. 1.21 "Regulation 22-04" means Ontario Regulation 22-04 Electrical Distribution Safety made under the Electricity Act 1998. 1.22 "Standard or Standards" means Canadian Standards Association Standard C22.3 No. 1-01 "Overhead Lines"; not a standard but an Act; Part II of Canadian Labour Code; the Ontario Electrical Safety Code; Electrical & Utilities Safety Association Rules and Safe Practices; or any other applicable regulation administered by the Electric Safety Authority; and the Owner's Standards, together with any amendments thereto from time to time, it being understood that changes to the Owner's Standards are to be made at the sole discretion of the Owner. 1.23 "Standard Designs" means the Standards such as Standard Design Drawings, Standard Design Specifications, Technical Specifications, and Construction Standards that have been reviewed and approved by a Professional Engineer or ESA for use by a Distributor and that the Distributor uses on an ongoing basis for the construction, operation and maintenance of its Distribution System. 1.24 "Street Light Cable Space" means a vertical space on the pole, usually 500mm in height, within which Street Light Cable Attachments are made. 1.25 "Street Light Space" means a vertical space on the pole where the Street Light Bracket Attachments are made. 1.26 "Support Strand" means a bare support strand whose main purpose is to support low voltage wires or cables. 1.27 "Transferring" means the removal of Attachments from one pole and the placing of the same Attachments on another pole. ARTICLE 2-TERRITORY 2.1 This Agreement shall cover the Affixing and maintaining of the Attachments to the poles or other equipment of the Owner within the area of Ontario where the respective service territories of the Owner and the Attacher overlap. ARTICLE 3-AUTHORIZATION, PERMISSION AND RIGHT-OF-WAY 3.1 The Attacher shall be responsible for obtaining any and all easements, rights of way, authorizations or permissions from others, including authorization or permission to locate on private property, municipal or provincial road allowances, or any other applicable authorization or permission required for private property or from any municipal, provincial or federal government or any agency, body or board thereof having jurisdiction with respect to the Affixing and maintaining of the Attachments provided for in a Permit. 3.2 Where permitted to do so, the Owner may assign benefits of easements or rights of way to the Attacher, on mutually agreeable terms. Municipal Street light Attachment Agreement—DS—Version 2—19Apr2012 3 g e 7 6 ATTACHMENT if_ TOREPORT# es 3442) of 2-I ARTICLE 4-TAXES 4.1 The Attacher shall pay, and indemnify and save harmless the Owner against, all taxes, rates, assessments or fees of every nature and kind lawfully assessed, which are directly applicable to or related to the Attachments designated in an Approved Permit or directly resulting from the privileges granted to the Attacher by this Agreement. 4.2 The Attacher agrees to remit payment for its portion of such taxes, rates, assessments or fees to the Owner, within thirty (30) days of request for same by the Owner. At the Attacher's request and expense, the Owner shall remit any such taxes under protest. The Attacher shall be free to negotiate with the taxing authority or institute legal proceedings against the taxing authority to have such taxes cancelled or reduced. Any refund of the Attacher's remittance received by the Owner in connection with such taxes shall be paid over to the Attacher with such interest as the Owner will have received from the taxing authority in respect thereof. ARTICLE 5- PERFORMANCE GUARANTEE This Article is blank. ARTICLE 6-COMPLIANCE WITH STATUTES 6.1 This Agreement is subject to all applicable laws, regulations and Standards. 6.2 The Attacher and its contractors shall comply with the requirements of all relevant statutes, regulations, directions, guidelines, policies and governmental and regulatory agencies and with the Standards, both at the time of Affixing and thereafter, including, but not limited to: • the safety qualifications of the Attacher's employees, contractors or agents to carry out the work, • the use of safe working practices in carrying out the work, • training in safety awareness, • Good Utility Practice, and • Good and workmanlike fashion. The Owner reserves the right to have the Attacher's employees or contractors removed from the jobsite for non-compliance with the above. 6.3 Any accident reportable by law to the Workplace Safety and Insurance Board or to the Ministry of Labour or to Human Resources and Development Canada or any notice or fine received from any of these authorities by the Attacher or the Attacher's contractor while working on the Owner's poles or In-span must be reported to the Owner within five (5) working days of the accident or notice or fine. 6.4 The higher requirements of the Canada Labour Code, R.S. 1985, C. L-2 and the Occupational Health and Safety Act (Ontario), R.S.O. 1990, Chapter 0.1 govern safety regarding the Affixing, Rearranging, Relocating, Transferring, maintenance or other work relating to Attachments. If there is any uncertainty about which Standards are applicable, the Attacher shall ensure that the Attacher or its contractor ceases all work immediately and contacts the Owner. Municipal Street Light Attachment Agreement—DS—Version 2—19Apr2012 P a g e 18 ATTACHMENT# . TO REPORT# CS g-/Z CI q of (5,q o ' ARTICLE 7-APPROVAL OF PERMITS 7.1 Prior to submitting a Permit to the Owner, and for the purpose of initiating discussions as to the parties' requirements, the Attacher shall inform the Owner that the Attacher intends to seek permission to Affix and maintain its Attachments to a pole or other equipment belonging to the Owner or In-span. The Attacher shall provide to the Owner such preliminary information as may be requested by the Owner. 7.2 At the Owner's sole discretion, the Owner may arrange for a joint field visit by both the Owner and the Attacher to inspect the site of the proposed Affixing of Attachments by the Attacher. The Attacher shall also be entitled to request from the Owner a joint visit, and the Owner shall have the obligation to consider the request, acting reasonably. 7.3 Subsequent to the joint field visit, if any, the Owner shall form a preliminary, non-binding opinion as to the feasibility and desirability of the proposed Affixing of the Attachments by the Attacher, which opinion shall be communicated to the Attacher within a reasonable period of time. 7.4 If the Owner forms a preliminary opinion in favour of the proposed Affixing of the Attachments, the Owner will prepare a preliminary estimate of any costs of Make-ready Work and deliver such estimate to the Attacher with the preliminary opinion. 7.5 After the estimate has been received and accepted by the Attacher, the Permit, in duplicate, shall be prepared,signed and delivered by the Attacher to the Owner. 7.6 Each Permit shall be accompanied by: • drawings, plans or designs in a format approved by the Owner (see Schedule C) and signed and sealed by a Professional Engineer registered in Ontario to Indicate compliance with all Standards including the Attacher's standard design drawings and standard specifications, which shall have been prepared, signed, and sealed by a Professional Engineer; or drawings, plans or designs, together with a Certificate of Approval of the drawings by the Electrical Safety Authority; • a purchase order authorizing the Owner to complete the Make-ready Work on the Owner's facilities pertaining to the applicable Permit; and • Other items that the Owner may reasonably require and shall have requested from the Attacher pursuant to the terms of this Agreement. 7.7 If the Owner is satisfied that the Permit documentation is in accordance with this Article the Owner will make best efforts to process the Permit within thirty (30) days from receipt of completed Permit documentation and shall, if deemed necessary to further process the Permit, commence Make-ready Work where a signed purchase order has been received. If, while carrying out the Make-ready Work, the Owner determines that the proposed Attachments are no longer feasible because of previously unknown conditions or constraints or because of the intervention of a third party with jurisdiction,such as a government authority or landowner,the Make-ready Work will be suspended and the Attacher notified of the suspension. If the cause of such suspension cannot be resolved to the satisfaction of the Owner, the Attacher will be invoiced pursuant to Article 8 for all charges to the time of suspension. If the Permit is Approved, the Owner will sign both copies of the Permit and return a copy to the Attacher's representative,thus Approving the proposed Affixing of the Attachments by the Attacher. Municipal Street Light Attachment Agreement—DS—Version 2—19Apr2012 P a g e 9 ATTACHMENT# / TO REPORT# L 70 lo of 1,9 7.8 Each Approved Permit shall be deemed to have been issued pursuant to this Agreement, and shall be read and construed in accordance with this Agreement. Subject to Article 9.8, Permits approved prior to the Effective Date shall be deemed to have been approved in accordance with the then current Standards. 7.9 The Attacher shall retain its copy of the Approved Permit as part of the Attacher's project file and may be required to produce the Approved Permit at any time when requested by the Owner. 7.10 Permits for additional attachments to an existing pole must be submitted and approved using the same procedure set out in this Agreement for obtaining approval to Affix new Attachments. 7.11 When exercising its discretion as to whether to grant Approval to a Permit, the Owner shall exercise its discretion reasonably where the Attacher has complied with all terms of this Agreement. 7.12 When exercising the foregoing discretion, the Owner will consider its requirements with respect to, but not limited to,the following: • safety; • operation of the Owner's electricity distribution network; • future planning; • aesthetics; • road authority and property owner requirements; and • any other matters which the Owner, acting reasonably, may deem relevant and communicate to the Attacher by notice in writing in accordance with Article 19. 7.13 It is expressly understood and agreed that Permit Approval, or use under a Permit, will be denied if, in the sole discretion of the Owner, the Attachments, or use derived there from could be: • damaging to the Owner's existing plant and/or electrical distribution services, or • unreasonably constraining on the Owner's use of plant, or • damaging to existing plant and/or service of a third party on the Owner's poles, or • non-compliant with the obligations of the Owner. Any such denial shall be communicated to the Attacher by notice in writing in accordance with Article 19. 7.14 If a proposed installation which has been approved by Permit is cancelled by the Attacher, the Attacher shall reimburse the Owner for the cost of any Make-ready Work completed on the Attacher's behalf upon receiving the invoice for same, and Article 13 shall apply. ARTICLE 8-GRANT 8.1 For each Permit Approved pursuant to Article 7, the Owner hereby grants to the Attacher the permission to Affix and maintain its Attachments to such poles or other equipment of the Owner as may be designated on each Approved Permit in accordance with the terms of this Agreement and any terms specified in said Permit. Municipal Street Light Attachment Agreement—DS—Version 2—19Apr2012 P a g e 110 ATTACHMENT# / TOREPORT# CS £4—IL 11 of 28 71 8.2 The permission to Affix and maintain Attachments as described in an Approved Permit shall be deemed to be effective as of the date of the Approval of such Permit by the Owner. The Attacher must exercise this permission within one hundred and eighty (180) days of the date of Approval of the Permit or one hundred and eighty (180) days of the date of the completion of the Make-ready Work or within some other time period as mutually agreed to by the parties, whichever is later, failing which the Approval is of no force and effect and the Attacher may be required to submit a new Permit requesting permission to Affix its Attachments. 8.3 If the Owner determines that the Attachments Affixed pursuant to the Permit could be: • damaging to the Owner's existing plant and/or electrical distribution services, or • unreasonably constraining on the Owner's use of plant, or • damaging to existing plant and/or service of a third party on the Owner's poles, or • non-compliant with the obligations of the Owner, the Attacher agrees that any Approval to Affix and maintain its Attachments previously granted by the Owner in any Permit may be revoked whether before or after the Affixing of Attachments, at the sole discretion of the Owner, if the Attacher has not carried out such work as required to rectify the situation to the satisfaction of the Owner within thirty (30) days of notice by the Owner. Any such revocation as it relates to existing Attachments shall be communicated to the Attacher in accordance with Articles 16 and 19, and the Attacher shall pay the cost of removal of the Attachments in accordance with Article 13. 8.4 To the extent that other agreements do not prejudice the Attacher's rights, granted hereunder, the Attacher agrees that this Agreement does not restrict the Owner in entering into agreements with other parties respecting the use of the Owner's poles. 8.5 At all times: • the Attachments shall remain the property of the Attacher;and • the pole shall remain the property of the Owner, subject to Articles 16.2 and 16.3. ARTICLE 9-INSTALLATION AND MAINTENANCE 9.1 The Attacher agrees that it will not Affix any of its Attachments to a pole of the Owner until the Owner approves the Permit designating such Attachment. The Attacher agrees that it is solely responsible for Affixing and maintaining its Attachments to the poles or other equipment of the Owner or In-span. 9.2 If the Attacher needs to carry out any work within safe electrical limits of approach, as specified by applicable regulation and legislation, in conformance with Article 6, the Attacher must use a qualified contractor. The Attacher covenants and agrees with the Owner to Affix and maintain its Attachments in a safe and serviceable manner satisfactory to the Owner, acting reasonably, and in accordance with the Standards and Good Utility Practice, and in such a way as not to: • interfere with the lines, works or equipment of the Owner, or • interfere with the electrical supply carried by the Owner's equipment, or • be damaging to existing plant or service of a third party, or • presents no undue hazard to people or property. Municipal Street light Attachment Agreement—DS—Version 2—19Apr2012 P a g e 111 ATTACH MENT# ' TO REPORT#_CS 3,/, /2 of .2 9.3 Without limiting the generality of the foregoing, the Attacher is responsible for the installation of all guys, anchors and other equipment required for, or related to, the Affixing and maintaining of Attachments in accordance with the Standards. 9.4 The Owner and Attacher recognize that, from time to time, existing Standards may be amended or new Standards may be enacted and that these amendments or enactments may affect both of the parties to this Agreement. The Owner specifically reserves the right to require the Attacher's compliance with the new Standards or amended Standards. Any new Standards or changes to the Standards shall be applied in a reasonable manner, e.g. safety related concerns may have to be resolved by changes to existing plant,whereas other changes may apply only to new installations. Where either party feels it has been substantially prejudiced by any such amendment or enactment, it will advise the other party. The parties agree to engage in discussions with a view to addressing the alleged prejudice and may engage the Dispute Resolution process where necessary. During these discussions or Dispute Resolution, the Agreement and/or Approved Permits will continue in full force and effect. 9.5 The Attacher agrees that, upon the Attachments being made in accordance with the provisions of this Agreement, it will not make any alterations to its Attachments, (Emergency Situations excluded), which alterations include but are not limited to bracket length or cable size or street light size or wattage,so as to effect technical considerations or safety, unless: • such alteration is Approved by the Owner using the same procedure as for a new Attachment, if required, as described in this Agreement; and • such alteration is carried out in accordance with the Standards and in such a way as not to interfere with the lines, works or equipment of the Owner or of other permitted users of the pole. 9.6 The Owner may, at its discretion, require that an employee of the Owner be present when the Attacher is Affixing, Rearranging, or removing its Attachments so as to ensure that the work is carried out in accordance with the terms of this Agreement. The Attacher agrees to provide two (2) working days notice prior to the start of any such work and agrees to pay to the Owner the costs of such employee that may be reasonably necessary for the carrying out of the provisions of this clause in accordance with Article 13. 9.7 The Attacher shall have its installations inspected, and be approved by the Electrical Safety Authority prior to being connected and energized by the Owner. 9.8 The Attacher shall also ensure that its installations are inspected and approved in accordance with Regulation 22-04, Section 8, and the Distribution System Code-Appendix C and that the requirements of both the Attacher's and the Owner's Construction Verification Program are met. The Attacher is to provide the Owner with the latest version of its Construction Verification Program for Approval. The Owner will review and approve the Attacher's CVP as well as accept the Attacher's qualified staff who will be able to prepare a Record of Inspection and a Certificate. The Attacher will then be named in the Owner's Construction Verification Program. 9.9 The Attacher is to inspect and provide a Record of Inspection, and Certificate as per the Owner's CVP. Municipal Street Light Attachment Agreement—DS—Version 2—19Apr2012 P a g c. 1 12 ATTACHMENT TO REEPORT#_ 4-/z. f3ofL 73 9.10 In order to ensure the accuracy and completeness of existing Approved Permits, a field inspection shall be made jointly at intervals mutually agreed upon, but generally, once every five (5) years. Any discrepancies between the field conditions found and the Approved Permits will be corrected and a new Permit to reflect the actual field conditions will be submitted by the Attacher for Approval in accordance with this Agreement. If the new Permit is not Approved, the Attacher will be notified in writing of the reason why Approval was denied and,within thirty (30) days, the Attacher must either remedy the deficiency and reapply for a new Permit or remove the Attachments, and the provisions of Articles 11 through 13 shall apply. Every effort will be made to include all pole users in the field inspection. Costs shall be equitability shared between participating parties. 9.11 The Attacher will notify the owner when the size of each fixture is changed. It is the Attacher's responsibility to ensure that all work is completed in compliance with the Electrical Safety Authority. 9.12 Except where approved by the Owner, Joint Anchorage will not be permitted on all new or reconstructed pole lines. Each party shall be responsible to install and maintain its own separate anchoring system, as may be required. 9.13 On any existing pole line which has Joint Anchorage, each party will be responsible to satisfy themselves that the existing anchorage is adequate to sustain its plant. 9.14 The Attacher shall, at all times and in accordance with the terms and conditions of this Agreement, maintain and operate its Attachments in a safe and serviceable condition, and replace Attachments as they deteriorate, become defective or unsafe. A public safety audit should be carried out by the Attacher on a bi-yearly schedule. 9.15 The Attacher will take immediate action to replace photo control units that are in the stuck on position. These units are used to calculate the energy used by each fixture and it is important that defective units be replaced within two (2) business days of the Owner reporting them to the Municipality. 9.16 The Attacher agrees that the Owner may change the nature or configuration of its equipment or change the characteristics, such as voltage, frequency or power levels of the electrical supply carried by its equipment at any time. 9.17 As stated in the Distribution System Code issued by the OEB, only persons qualified under the Occupational Health and Safety Act may be involved in inspection activities. 9.18 From time to time, the Owner or Attacher may have safety hazards and significant conditions with its plant, requiring prompt response. Each party will make best efforts to inform the other of safety hazards. 9.19 Subject to Article 14, the Attacher agrees that the Owner is not responsible for any damage, harm or problems of any kind caused to the Attachments or supply carried by the Attachments which may arise from the Owner's equipment or the electrical supply carried by its equipment, except for such damages, harm or losses caused by gross negligence or wilful misconduct of the Owner. Municipal Street Light Attachment Agreement—DS—Version 2—19Apr2012 Page i 13 ATTACH MENT# 1 TO REPORT#(' S_4_0f 2 10-LINE CLEARING 10.1 The Owner and the Attacher agree that vegetation management is required for the ongoing reliable provision of electricity and may be required for street lighting. The trimming or removing of trees, underbrush or any other items as required establishing clearance for the Attacher's Attachments shall be the sole responsibility of the Attacher. The Attacher, or its contractor as approved by the Owner, shall undertake the trimming or removing of trees, underbrush or any other items as required by the Attacher for the Attacher's purposes in the Municipal Street Light Space, having regard for all safety, technical and engineering concerns of the Owner and Attacher. 10.2 Should any extraordinary services, such as but not limited to, tree trimming or line clearing services after storms, be required in order to establish clearances for the Attacher's Attachments for operations, maintenance and safety, the cost of such services shall be the sole responsibility of the Attacher. In the event that such extraordinary services are required, in the sole but reasonable discretion of the Owner,the cost of such extraordinary services undertaken by the Owner shall be charged to the Attacher in accordance with the provisions of Article 13. ARTICLE 11-FEES 11.1 The Attacher is solely responsible for all of the costs associated with Affixing and maintaining the Attachments to the poles of the Owner or In-span. The Owner's cost during regular workday business hours of correspondence, site meetings, preparing cost estimates, joint field visits, reviewing and Approving the Permit, and verifying completed work will be the responsibility of the Attacher. Without limiting the generality of the foregoing, the Attacher shall be responsible for the cost of: • effecting changes, alterations or rearrangements, other than Minor Relocations, to the Owner's poles; • Affixing the Attachments; • cleaning up the site around each pole where the Attacher has Affixed Attachments and thereafter ensuring safe disposal of all materials; • conducting a field inventory or audit program in accordance with the cost sharing arrangements as mutually agreed between the parties; • any other reasonable expenses associated with the Attacher's obligations under this Agreement. 11.2 All invoices rendered by the Owner pursuant to this Article that are outstanding for longer than forty-five (45) days will be subject to interest charged at a rate of one and one-quarter percent (1.25%) per month. The interest shall run from the due date of payment of the invoice until the date the payment should be received by the Owner in the ordinary course of post, following mailing of the payment. If the Attacher fails to pay any invoice within forty-five (45) days, the provisions of Article 13 apply and the Owner may invoke any or all of the measures detailed in Article 13. Municipal Street Light Attachment Agreement—DS—Version 2—19Apr2012 P a g e i 14 ATTACH MENT#(TO REPORT# ��✓ l5 of 9 75 ARTICLE 12-REMOVAL, REPLACEMENT OR RELOCATION OF POLES OR ATTACHMENTS 12.1 The Attacher agrees that, if at any time the Owner deems it necessary or is required to remove, replace or change the location of any pole designated by a Permit to which Attachments are Affixed, whether the change or removal be on a temporary or permanent basis,the Owner shall notify the Attacher of the requirement to remove or relocate its Attachments, whereupon the Attacher, at the time specified in the notice shall, at the cost and expense of the Attacher, remove its Attachments from that pole and, except when the notice specifies to the contrary, the Attacher may transfer the Attachments to the pole in the new location or to the new pole, as the case may be,and in either case this Agreement and the associated Permits shall continue to apply to the Attachments so transferred. The Attacher acknowledges that in certain situations the Owner may remove a pole and not replace it, so that there would no longer be a pole upon which to Affix the Attachments. In such a situation,the Approval associated with the applicable Permit would cease. The Owner will endeavour to give the Attacher at least sixty (60) days prior written notice of any such removal, replacement or change in location of a pole, but in case of emergency, as reasonably defined by the Owner, the Owner may give no notice or such shorter notice as the Owner deems expedient or the notice may be given verbally. In Emergency Situations, where no notice is given by the Owner or where the Attacher fails to remove or relocate its Attachment after being notified by the Owner, the Owner, or its designate, may remove or relocate the Attachments and the Attacher is responsible for the reasonable costs of the Owner in so removing or relocating the Attachments. 12.2 To expedite its own work, the Owner may carry out a Minor Relocation, at no cost to the Attacher, of the Attacher's Attachment provided that: • it does not interfere with other Attachments; • it does not affect a Cable Riser/Dip pole for the Attacher; • Standards and safety are maintained; • the Attacher does not require an easement or third party permission; and • the Attachment is attached to the pole in a manner equivalent, in the Owner's view, to that formerly used by the Attacher. If the Owner relocates the Attacher's Attachment, the Owner will provide written notification to the Attacher of the Minor Relocation. 12.3 If the Attacher fails to comply with a notice given pursuant to this Article, then the Owner, unless notified by the Attacher with regard to an alternative method of compliance acceptable to the Owner, shall be entitled to a delayed removal charge of $100.00 per pole, or as otherwise determined by the parties. Alternatively, the Owner may remove or relocate the Attachments, at the Attacher's cost. In addition, the Owner may carry out the work with respect to the Attachments, as specified in the notice, at the risk of damage to the Attacher's plant and at the expense of the Attacher. 12.4 Where, at the time an Approval is granted, the presence of the existing Attachments causes the Owner to perform Make-ready Work to accommodate the new Attachment, the Attacher shall pay to the Owner the cost of such relocation or modification. Municipal Street Light Attachment Agreement—DS—Version 2—19Apr2012 Page 15 ATTACI"iMENT#� /._ TO REPORT#LS 3/HZ-1 of 12.5 In instances where plant adjustments are initiated as a result of work being done by a municipality or a federal, provincial or municipal governing body or authority in Ontario, all conditions of notification and scheduling of work indicated may be null and void. These arrangements may be dictated by the requirements of the Municipality or said governing authority in Ontario. 12.6 Subject to Article 12.5, in the event that the Owner is subject to any penalty by the Municipality or said governing authority in Ontario, due to the late removal by the Attacher of its Attachments, then in addition to the delayed removal charges as stipulated in this Article, the Attacher shall pay to the Owner, a sum equal to any penalty incurred by the Owner, and any costs related to the payment of the penalty. 12.7 All charges to the Attacher for carrying out work referenced in this Article shall be reasonably determined by the Owner and payable by the Attacher in accordance with Article 13. ARTICLE 13-PAYMENT FOR WORK 13.1 The Attacher shall issue a purchase order to the Owner for each project such as Make-ready Work required to meet the terms and conditions of this Agreement. The Owner will invoice against the applicable purchase order, as work by the Owner for the Attacher is performed. 13.2 Upon completion of any work performed by the Owner on the Attacher's behalf as contemplated by this Agreement, the Owner will render an invoice or invoices to the Attacher for the actual cost (including financial overheads) of performing such work and the Attacher shall pay the amount of the invoice within forty-five (45) days of the date of the invoice. 13.3 All invoices that are outstanding for longer than forty-five(45)days will be subject to interest at the rate of one and one-quarter percent (1.25%) per month. The interest shall run from the due date for payment of the invoice until the date payment is received by the Owner. The Owner may pursue any and all remedies it deems appropriate and available to it under law to recover any outstanding amounts owed to it by the Attacher. 13.4 The Attacher shall notify the Owner in writing of any dispute with respect to an invoice. If the dispute cannot be resolved within thirty (30) days through normal business operations, the Dispute Resolution process, as described in Article 21 will be initiated. Article 13.4 will not take effect during the Dispute Resolution process. ARTICLE 14- LIABILITY, INDEMNITY AND INSURANCE 14.1 The Attacher agrees that the Owner is not responsible for any damage, harm or problems of any kind caused to the Attachments or supply carried by the Attachments which may arise from the Owner's equipment or the supply carried by its equipment, except for such damages, harm or losses caused by gross negligence or wilful misconduct of the Owner. Municipal Street Light Attachment Agreement—DS—Version 2—19Apr2012 Page 116 ATTACH MENT# �..,,. TO REPORT# OS 34-/Z /7 of 77 14.2 The Attacher assumes all risk of loss or damage, including damage to or loss of its Attachments or of its service or its equipment, or to the plant or service of the Owner arising from any act or omission of the Attacher or its agents and contractors under this Agreement, save and except for such portion of losses or damages caused by the gross negligence or wilful misconduct of the Owner, and does hereby release the Owner from all claims and demands with respect thereto. 14.3 The Attacher does hereby indemnify and save harmless the Owner from all claims and demands for or in respect to any loss, damage or injury to property or persons (including loss of life), including those of third parties, arising out of, or attributable to,the exercise by the Attacher or its agents or contractors of the Approvals herein granted, save and except for such portion of loss or damage caused by the gross negligence or wilful misconduct of the Owner. Such indemnification shall include, but not be limited to, compensation to the Owner for time required to prepare for and attend hearings,for all reasonable legal fees and costs,for fees and costs of expert witnesses reasonably incurred and for the payment of any judgment, including costs, made by a court,tribunal or decision maker and any and all appeals with respect thereto. 14.4 The Attacher shall, during the term of this Agreement and any renewals thereof, maintain a policy or policies of insurance in which the Owner is named as additional insured in the amount of$5,000,000 per occurrence and the policy or policies shall contain a cross liability clause, or as otherwise may be agreed between the Attacher and the Owner, against liability due to damage to the property of the Owner or any other person or persons including third parties, and against liability due to injury to, or death of, any person or persons, including third parties, in any one instance. The Owner shall not be responsible for the payment of any premium with respect to any such insurance, which is the sole responsibility of the Attacher. 14.5 Prior to the Approval of any Permit and as a condition of any Permit Approval or renewal, the Attacher shall furnish to the Owner annually a certificate of such insurance and for the renewal thereof, so long as this Agreement remains in force. 14.6 The Attacher agrees that the insurance described herein does in no way limit the Attacher's liability pursuant to the indemnity provisions of this Agreement. 14.7 During the term of the Agreement, the Attacher will immediately notify the Owner of any damage whatsoever to the equipment of the Owner or a third party or to persons arising as a result of the Attacher Affixing, inspecting, maintaining, changing, repairing or removing any of its Attachments to the Owner's poles. The Attacher will also immediately notify the Owner of any claims or notices of claims received by the Attacher related in any way to its Attachments. 14.8 During the term of the Agreement, the Owner will immediately notify the Attacher, but not any third party having rights to the Attacher's equipment (whether by Irrevocable Right of Use, sublicense or otherwise) of any damage whatsoever to the Attacher's equipment arising as a result of the Owner Affixing any Attachments to the Owner's poles. The Owner will also immediately notify the Attacher of any claims or notices of claim received by the Owner related in any way to the Attacher's Attachments, or to any claims or notices of claim received by the Owner related in any way to any act or omission of the Attacher pursuant to this Agreement. Municipal Street Light Attachment Agreement—DS—Version 2—19Apr2012 page 117 AT'f'NCHMEIVT# TOREPORT#331F/L of 14.9 The Owner will provide to the Attacher reasonable written notice of its intention to significantly change the nature or configuration of its equipment or change the characteristics, such as voltage, frequency or power levels of the electrical supply carried by its equipment when the Owner has reason to believe that such change might have adverse effects on the Attachments, or the product carried by such Attachments, or place the Attacher in non-compliance with any of the provisions of this Agreement. The Owner is not responsible for any adverse effects on the Attachments, or the product carried by such Attachments, as a result of any changes made by the Owner. 14.10 Notwithstanding anything to the contrary in this Agreement, neither the Owner nor the Attacher shall be liable to the other for,and the indemnities set out herein shall be deemed not to include, indirect or consequential damages or damages for economic loss however caused, arising out of this Agreement. ARTICLE 15-TERM AND TERMINATION OF AGREEMENT 15.1 The Term of this Agreement is five (5)years. 15.2 Prior to six (6) months before the End of Term Date, either party may request the other to extend the Term of the Agreement for a further term of five (5) years on the same or amended terms and conditions, as the parties may agree and in such case the Agreement, as amended, shall continue until the new End of Term Date. 15.3 If, within twelve (12) months after any End of Term Date, the parties have not agreed on terms and conditions for a renewed Agreement, either party may invoke the Dispute Resolution process as per Article 21. 15.4 Subject to Articles 15.3 and 15.6,the Attacher shall, upon the termination of this Agreement, as mutually agreed upon by the parties, remove from the poles of the Owner its Attachments covered by this Agreement or the terminated Permit and ensure that the site where the removal occurred is left in a safe and equal or better condition than prior to the removal, at the expense of the Attacher. 15.5 In accordance with Articles 15.4 and 15.6, if the Attacher fails to remove the subject Attachments, within one hundred and eighty (180) days of receipt of notice, or otherwise mutually agreed upon, the Owner may, at the Attacher's sole risk and expense, remove such Attachments. Upon the removal of such Attachments by the Owner, the Owner shall have the right to retain the Attachments so removed until the Attacher pays the cost of removal, and if the Attacher fails to pay to the Owner the cost of removing such Attachments within sixty (60) days, the Owner will then have the further right to sell the Attachments so removed and apply the proceeds against the costs of removing the Attachments. The Owner may also pursue any and all remedies it deems appropriate, including the execution of any security posted with it,to recover the outstanding amounts owed to it by the Attacher. 15.6 The Agreement shall be deemed to remain in effect during the Dispute Resolution process under Article 21. All of the Owner's and Attacher's remedies to enforce outstanding obligations under this Agreement and Article 15.3 and Article 21 shall survive termination of this Agreement. Municipal Street Light Attachment Agreement—OS—Version 2—19Apr2012 page 118 ATTACIMENT# / _ TOREPORT# CS �4'1z` 7 of - 9 ARTICLE 16-TERMINATION OF APPROVAL 16.1 The Approval granted by each Permit Approved by the Owner pursuant to the provisions of this Agreement shall remain in full force from the date of the Approval until the earliest of: • the End of Term Date; or • the date upon which the Attachment associated with the Approved Permit is removed by the Attacher or the Owner; or • subject to Article 16.5, the date upon which the Attacher defaults on any of its obligations under this Agreement; or • the pole designated by such Permit is abandoned by the Owner. 16.2 If the Owner intends to sell a pole designated by an Approved Permit to a third party, the Owner will attempt, on a best efforts basis, to secure the agreement of the purchaser that the Attachments be allowed to continue to be Affixed to the pole and the purchaser be bound to assume all of the Owner's obligations hereunder. 16.3 The Owner and Attacher may negotiate terms of sale, from the Owner to the Attacher, of a pole vacated by the Owner and located on public and/or private property. Such sale will be subject to any existing obligations of the Owner to third parties, and subject to the consent of the property owner or any municipal, regional, provincial or federal government or agency having jurisdiction over said lands. 16.4 If the condition of sale of any pole pursuant to Articles 16.2 or 16.3 cannot be satisfactorily arranged, the Owner may, by notice in writing at any time, require the Attacher to remove its Attachments from the poles involved, and the Attacher shall, within one hundred and eighty (180) days after receipt of said notice, remove its Attachments from such poles. 16.5 If the Attacher fails or neglects at any time to fully perform and observe all the covenants, terms and conditions herein contained, including a default at any time in the payment of fees or removal of Attachments,the Owner will notify the Attacher in writing of such default and the Attacher shall correct such default within thirty(30) days or such longer period as agreed to by the Owner. If the Attacher fails to remedy such default within thirty (30) days of notice by the Owner or such longer period as agreed to by the Owner, the Owner may forthwith terminate the Approvals accompanying each Approved Permit. 16.6 The termination of an Approval pursuant to this Agreement shall not be deemed a termination of this Agreement unless the Permit containing such Approval is the last remaining or only Permit Approved pursuant to this Agreement, in which case the termination of such Permit will be deemed to be a termination of this Agreement, subject to the Attacher fulfilling all of its outstanding obligations and the right of the Owner to enforce any such outstanding obligations. 16.7 The Parties agree that obligations flowing from this Agreement, or a Permit Approved pursuant to this Agreement, will continue beyond the date of termination of the Agreement or Approved Permit, until the obligations are satisfied in full. All of the remedies to enforce outstanding obligations under this Agreement, including Article 21 regarding Dispute Resolution, shall survive termination of this Agreement or an Approved Permit. Municipal Street Light Attachment Agreement—DS—Version 2—19Apr2012 Pape 119 ATTACHMENT# TO REPORT# 3 ''2-' �bofel-(1 16.8 The Attacher shall, upon the termination of a Permit Approved pursuant to this Agreement, forthwith at the request of the Owner, but at the expense of the Attacher, remove from the poles of the Owner its Attachments covered by this Agreement or the terminated Permit and ensure that the site where the removal occurred is left in a safe and equal or better condition then prior to the removal. 16.9 If the Attacher fails to remove the subject Attachments, as per Article 16.8, within thirty (30) days of receipt of notice, or such longer period as agreed to by the Owner, the Owner may, at the Attacher's sole risk and expense, remove such Attachments. Upon the removal of such Attachments by the Owner, the Owner shall have the right to retain the Attachments so removed until the Attacher pays the cost of removal, and if the Attacher fails to pay to the Owner the cost of removing such Attachments within sixty (60) days, then the Owner will have the further right to sell the Attachments so removed and apply the proceeds against the costs of removing the Attachments. The Owner may also pursue any and all remedies it deems appropriate, including the execution of any security posted with it, to recover the outstanding amounts owed to it by the Attacher. 16.10 When an Attachment on a pole subject to Joint Use is discontinued,the Attacher shall return its copy of the related Permit to the Owner and the Owner shall mark the Permit "cancelled". ARTICLE 17-EXISTING RIGHTS OF OTHER PARTIES 17.1 Nothing herein contained shall prevent or limit the right of the Owner from granting to others, not party to this Agreement,the right to occupy its poles. 17.2 If the Owner has granted permission to others, not parties to this Agreement, to use any poles owned by the Owner, whether said poles are covered by this Agreement or not, then nothing herein contained shall be construed as affecting such permission. The Owner shall have the right to continue and extend such existing permission. The Attacher agrees that existing rights of third parties are in no way diminished by this Agreement. The Attacher shall treat third party Attachments to the pole with the same duty of care as is required by the Agreement between the Attacher and Owner, and will respect the rights and privileges of third parties. 17.3 The Owner shall not grant to any third party which includes, but is not limited to, any Affiliate or any other entity related to it, by contract or otherwise, rights or privileges to use any Joint Use Poles used by the Attacher or any poles for which it has given permission for such Joint Use by the Attacher, unless the Owner includes a requirement substantially the same as Section 17.2 above in the Owners'agreement with the third party. ARTICLE 18-VESTED RIGHTS 18.1 It is understood and agreed that neither this Agreement, nor any Approval granted by the Owner, shall confer upon the Attacher any vested right or franchise, by implication or otherwise. Any rights or privileges that are expressly provided for in this Agreement shall come to an end if and when the Agreement has been terminated in accordance with its terms. However, any outstanding obligations of the Parties existing upon termination will survive termination. Municipal Street Light Attachment Agreement—DS—Version 2—19Apr2012 Page 120 ATTACHMENT# / TO REPORT# CS 3'-J42 of 8 1 18.2 It is further understood and agreed that this Agreement shall not confer upon the Owner any vested rights, or franchises, by implication or otherwise, to the Attachments, other than as provided for in this Agreement. ARTICLE 19-NOTICES 19.1 Unless otherwise provided herein, any notice or other communication to a party under this Agreement shall be given or served by hand, by registered mail, postage prepaid, email, by same day or overnight courier, or by facsimile (fax)transmission addressed as follows: Owner To: Veridian Connections Inc. Attention: Terry Britton Title: Manager, Distribution Services Address: 55 Taunton Road East Ajax, ON L1T 3V3 Telephone: 905-427-9870, Ext. 2207 Facsimile: 905-619-0210 Email: tbritton @veridian.on.ca Attacher To: Attention: Title: Address: Telephone: Facsimile: Email: 19.2 Any notice sent by ordinary mail shall be deemed to have been given or served on the fifth day after it is deposited in any post office in Canada. In the event that mail delivery is impeded for any reason, notice shall be given by email or by fax, and any notice so given shall be deemed to have been given on the day following the day it is sent. Any notice or other communication to a party may also be served in person by delivering same to a responsible person in the offices of the party at the above address. Either party may change its address for service at any time by notice in writing to the other. ARTICLE 20-ASSIGNMENT 20.1 The Attacher agrees that it will not assign its interest, in whole or in part, in this Agreement,the privileges herein granted or any Approved Permit, without the prior written consent of the Owner, which consent shall not be unreasonably withheld. Subject to the foregoing, this Agreement shall extend to, be binding upon, and ensure to the benefit of the Owner, its successors and assigns, and the Attacher, its successors or permitted assigns. The Attacher shall have the right to assign its interest in this Agreement in its entirety to one of its affiliates with prior written consent of the Owner which consent shall not be unreasonably withheld, provided that the Attacher shall remain liable for the fulfilment of all of the Attacher's obligations hereunder. Such consent may be requested more than once. Municipal Street Light Attachment Agreement—DS—Version 2—19Apr2012 Page 121 ATTACHMENT# / TO REPORT#_�.� ��'"/?✓ 8 2 $2,2 c of_2°f°� 20.2 The Attacher may provide to a third party an Irrevocable Right of Use (IRU) to any part of the Attacher's equipment that is affixed to the Owner's equipment. All work shall be done solely by the Attacher or its contractors and the IRU third party shall not have direct access to the Owner's poles or work within safe limits of approach of electrical equipment, unless the Attacher has obtained the prior written consent of the Owner and the IRU third party enters into a separate Licensed Attachment Agreement with the Owner. The Attacher shall not confer any vested right, or franchise, by implication or otherwise, to use the Owner's poles or equipment or any privileges under this Agreement to an IRU third party. 20.3 The Owner agrees that it will notify the Attacher of assignment of any of the Owner's interest in this Agreement. ARTICLE 21- DISPUTE RESOLUTION 21.1 If any Approval is refused or terminations invoked,the Attacher may appeal that decision to the Owner's Chief Executive Officer. The Owner has the mutual right to bring a complaint to the attention of the Attacher's Chief Executive Officer. The appeal or complaint shall be heard and decided within thirty(30)days of receiving written notice of the appeal or complaint. 21.2 The Owner and the Attacher agree to attempt to resolve any disputes arising under this Agreement in an expedient manner. Where possible, the Owner and the Attacher shall endeavour to resolve any disputes between themselves, at the level at which the dispute arose. If the dispute cannot be resolved,the Owner and the Attacher agree that either party may refer the matter to higher management ("Dispute Resolution"). For both parties, this shall be the Vice President level or designate. 21.3 Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its negotiation, existence, validity, breach or termination, or the negotiation of a new Agreement may be referred to the Ontario Energy Board for decision. 21.4 Alternatively, disputes arising under this Agreement may be resolved by a mutually agreed upon body of competent jurisdiction or arbitration in accordance with the Arbitration Act (Ontario), 1991, S.O. 1991, Chapter 17 (the "Act"), as amended from time to time. Arbitration may be initiated by either party by notice in writing. Within twenty (20) days after the written request of either of the parties hereto for arbitration, the parties shall agree upon a single arbitrator, failing which, each of them shall appoint one arbitrator, and the two so appointed shall, within twenty (20) days after the initial twenty (20) day period,jointly select a third, who shall act as the Chair of the tribunal. In case either of the parties hereto fails to name an arbitrator within twenty (20) days after the written request for arbitration, the arbitrator appointed shall be the only arbitrator. In case the two arbitrators appointed are unable to agree on a third arbitrator within twenty (20) days after the expiration of the first twenty (20) day period, application shall be made as soon as reasonably possible to any Judge of the Ontario Superior Court of Justice for the appointment of a third arbitrator. The arbitrator or arbitrators so appointed shall have all the powers accorded arbitrators by the Arbitration Act, as from time to time amended, or any Act in substitution therefore. The decision of the said arbitrator or arbitrators (or of a majority of such arbitrators) shall be final and binding on the parties hereto. Municipal Street Light Attachment Agreement—DS—Version 2—19Apr2012 Page I 22 ATTACHMENT# l TO RE PORT#�e.r) 31F �of ARTICLE 22-SCHEDULES 22.1 The following schedules are hereby incorporated into and constitute part of this Agreement: • Schedule A- Permit Form • Schedule B- Interpretive Sketches • Schedule C- Minimum Permit Drawing Requirements ARTICLE 23- INTERPRETATION 23.1 The terms of this Agreement shall be governed by the laws of the Province of Ontario and Canada, as applicable. In the event that any court or arbitration tribunal declares any portion of this Agreement invalid,the remainder of this Agreement shall remain in full force and effect. 23.2 Nothing in this Agreement or its performance shall create a partnership, tenancy or agency relationship between the parties, each of which is the independent operator of its facilities. ARTICLE 24-ENTIRE AGREEMENT 24.1 This Agreement, as of its Effective Date, is the entire Agreement between the parties and supersedes and replaces any prior verbal or written agreement between the Owner and Attacher relating to the Attachments on the Owner's poles or In-span, but any Permit granted Approval and outstanding under any prior agreement shall, notwithstanding anything contained in such prior agreement, remain in force and effect as if such Permit had been Approved pursuant to this Agreement, in accordance with Article 7.8 on the express condition that the Attacher satisfies all of the terms of this Agreement. ARTICLE 25- HEADINGS 25.1 The division of this Agreement into Articles and sections, and the headings of those Articles, are for convenience of reference only and shall not affect the interpretation of this Agreement. ARTICLE 26-LEGISLATIVE REFERENCES 26.1 Any references in this Agreement to any statute, by-law, rule, regulation, order or act of any government, governmental body or other regulatory body shall be construed as a reference thereto as amended or re-enacted from time to time or as a reference to any successor thereto. 26.2 The failure of any party to this Agreement to enforce or insist upon compliance with any of the terms or conditions of this Agreement shall not constitute a general waiver or relinquishment of any rights under this Agreement, and the party shall be at liberty to enforce such terms and conditions at any time thereafter. ARTICLE 27-WAIVER This Article is blank. Municipal Street Light Attachment Agreement—DS—Version 2—19Apr2012 Page 123 8 4 ATTACHMENT#/ TO REPORT# Z4-/2 ARTICLE 28-ENVIRONMENTAL OBLIGATIONS of 28.1 The Owner makes no representation or warranty with respect to condition, defects, nature, and composition, use (past, present or future) of land or plant. The Attacher hereby accepts land and plant of the Owner on an "as is" basis. 28.2 The Attacher shall comply with the provisions of any federal, provincial or municipal environmental laws which, during the continuance of this Agreement shall become applicable to the land, plant or Attachments pertaining to Approved Permits. If any governmental authority exercising jurisdiction with respect to environmental protection requires, in respect of any Attachments, the installation of equipment or apparatus, or requires that any other action be taken, then the Attacher shall promptly notify the Owner and install such equipment or apparatus or take such measures as may be required by such governmental authority. The Attacher shall be solely responsible for the cost of all work carried out to comply therewith. 28.3 Upon the termination of this Agreement,the Attacher shall leave the pole, plant and land upon which the pole is situated free of any environmental contamination resulting from the Attacher's Attachments. If and when challenged in the future, the Attacher shall have the burden of proving that any environmental contamination has not resulted from its Attachments. 28.4 In the event the Attacher fails to comply with its obligations in this Article to the satisfaction of the Owner, the Owner may undertake any such work that it considers necessary to correct any environmental contamination which may have resulted from the Attachment or conduct of the Attacher, and all expenses incurred by the Owner, either directly or indirectly, shall be payable by the Attacher upon receipt of the Owner's invoice. 28.5 The responsibility of the Attacher to the Owner with respect to the environmental obligations contained herein shall continue to be enforceable by the Owner notwithstanding termination of this Agreement. ARTICLE 29-FORCE MAJEURE 29.1 If as a result of force majeure a party is delayed in or prevented from performing or observing any of its obligations (except any obligation to pay a sum of money) under this Agreement: (i) the said party shall, for a period of time equal to the duration of the force majeure, be relieved from the performance of the said obligation and shall not be deemed to be in default hereunder during such period, and (ii)the other party shall not be entitled to any compensation for losses, damages,costs or expenses caused by such non-performance or delay. ARTICLE 30-REASONABLENESS 30.1 Each party agrees that it shall at all times act reasonably in the performance of its obligations and the exercise of its rights under this License. Municipal Street Light Attachment Agreement—DS—Version 2—19Apr2012 P a g e J 24 ATTACHMENT#I TO REPORT# CS 3'I-1L 4.5_of r 5 WITNESS WHEREOF the parties hereto have caused this Agreement to be executed on the day and year first above written. For Owner, I have the authority to bind the corporation: Signature Print Name and Title Date For Attacher, I have the authority to bind the corporation: Signature Print Name and Title Date Signature Print Name and Title Date Municipal Street Light Attachment Agreement—DS—Version 2—19Apr2012 Page 125 • ATTACHMENT# / IOREPORT# eS 3L 1� 6 ____ SCHEDULE'A'-PERMIT-MUNICIPALITY Request for Licensed Occupancy of Poles Date Requested Licensed Applicant VIRIDIAN CONNECTIONS Printed Name of Requestor Signature Title To Place Attachments as Follows Municipal Address(es) Lot Numbers(in or between) Concession Numbers(m or between) Sketch or Key Map Required ;'1uusCad Updated by Da.e Updated Faxed Cemf cation Checked by Legend Quantities Total# '17dc v Attachment 0 Date 0 Clearance Approved by Street Light Fixture "lick Power Supply Due Fixture Size&Style Drawing Reference if Applicable Veridian Permit Number Municipality Municipal Street Light Attachment Agreement—DS—Version 2—19Apr2012 P a g e 126 ATTACHMENT# m_ TO REPORT# CS 37'IZ SCHEDULE 'B'- INTERPRETIVE SKETCHES LEGEND Street light conductor on messenger Veridian owned pole with bolt through attachment Disconnect switch Street Light Fixture Cable Riser Note: All sketches include any overhead or underground services, and service clearance attached to the pole. Municipal Street Light Attachment Agreement—DS—Version 2—19Apr2012 Page 27 ATTACHMENT# / TOREPORT# CS 3 f2.-, UTILITY SPACE ALLOWANCE POWER SPACE MUNICIPAL STREET LIGHT SPACE SEPARATION SPACE COMMUNICATION SPACE CLEARANCE SPACE STREET SIDE GROUND LEVEL Municipal Street Light Attachment Agreement—DS—Version 2—1 page 28 ATTACH MENT#/ TO RE PORT s r) L!//2-- of 89 SCHEDULE'C'-MINIMUM PERMIT DRAWING REQUIREMENTS (AS PER OWNER'S SPECIFICATIONS) 1. Basic Drawing Requirements (applies to all drawings) a. Title block (name &address of Attacher,date, north point, drawing/project number, location of project) b. Name & phone number of the Project Manager for the specific application c. Language: English/French as appropriate d. Scale&dimensions: Metric e. Scale size: Larger than or equal to 1:1000(e.g. 1:1000, 1:500, 1:250) f. Legend of symbols g. Key map h. Street names: clearly indicated 2. Project Specific Drawing Requirements a. Sidewalks, driveways,trees, buildings, bridges, rivers, railroads, other utilities if they add clarity to specific issues b. Clearly indicated poles and their ownership c. Proposed cable and Support Strands clearly indicated with heavier line style d. Proposed cable to be Over-lashed to existing Support Strand and indicate owner of that Support Strand e. Which side of the pole to be contacted f. Slack storage &splice can locations g. Electrical bonding locations h. Proposed ground rods i. Dips and/or risers j. Ducts, guards, and/or concrete work on poles for dips and/or risers k. Cable dip/riser details I. Proposed and existing Attacher anchoring m. Make-ready Work anticipated by the Attacher with the Owner's poles or third party Attachments n. Existing& proposed pedestal locations along route o. Railroad, major highway& river crossing engineering details &associated profiles p. Pole height contact detail (by drawing or table) indicating dimensions above grade for all existing Telecommunications/CAN contacts by name, street light contacts, lowest Hydro contacts(neutral, secondary, primary,transformers, unprotected Hydro riser/dips)for both new and existing Support Strands q. Horizontal offset measurements for proposed pole contact close construction to buildings, other non-Owner overhead systems (eg. traffic, street lighting, signs), and/or bridges r. To buildings, other non-Owner overhead systems(eg.traffic, street lighting, signs), and/or bridges s. Wiring, wire routing, and Attachment methods to the pole t. Curbs u. Lot lines and/or buildings, and house numbers in front of poles Municipal Street Light Attachment Agreement—DS—Version 2—19Apr2012 Page 29