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07 10 2008 SpCouncil AgendaTOWNSHIP OF ORO-MEDONTE SPECIAL COUNCIL MEETING AGENDA COUNCIL CHAMBERS DATE: THURSDAY, JULY 10, 2008 TIME: 1:45 P.M. 1. OPENING OF MEETING BY THE MAYOR 2. ADOPTION OF AGENDA 3. "DISCLOSURE OF PECUNIARY INTEREST AND THE GENERAL NATURE THEREOF - IN ACCORDANCE WITH THE ACT" 4. REPORTS OF MUNICIPAL OFFICERS: a) Report No. EES2008-28, Keith Mathieson, Director of Engineering and Environment Services, Lisa McNiven, Manager of Engineering and Environment Services, re: Assignment and Assumption Agreements and Consent to Assignment of Agreements; Skyline Utility Services Inc. and American Water Canada Corp. Horseshoe Valley. [refer to Items 6a) and 6b)] 5. IN-CAMERA ITEM: a) Robin Dunn, Chief Administrative Officer, re: Personnel Matter (Fire & Emergency Services -Staffing). 6. BY-LAWS: a) By-law No. 2008-96 A By-law to Amend By-law No. 2001-101, Being a By-law to Authorize the Execution of a Municipal Responsibility Agreement between the Township of Oro-Medonte and Azurix North America (Canada) Corporation. b) By-law No. 2008-97 A By-law to Amend By-law No. 2003-007, Being a By-law to Authorize the Execution of a Sewer Responsibility Agreement between the Township of Oro-Medonte and American Water Services Canada Corp. ?. CONFIRMATION BY-LAW NO. 2008-095. $. QUESTIONS AND ANNOUNCEMENTS 9. ADJOURNMENT TOtNNSNIP C}F C?R4-MEDOIYTE r ~~~ ~ REPtJRT Report No. To: Prepared By: EES2008-2$ Type of Meeting Keith Mathieson Lisa McNiven Meeting Date: Subject: Assignment and Motion # July 10, 2008 Assumption Agreements and Consent to Assi nment of Roll #: g Agreements; Skyline Utility R.M.S. File #: Services Inc. and American 1-04-13203 Water Canada Corp. Horseshoe Valley RECOMMENDATION(S): Requires Action^X For Information Only It is recommended that: 1. That Council receive and adopt report #EES2008-28 2. That The Township of Oro-Medonte enters into an Assignment & Assumption Agreement & Consent to Assignment Agreement with American Water Canada Corp. and Skyline Utility Services Inc. 3. That the Clerk prepare a By-law for Councils consideration 4. And That American Water Canada Corp. and Skyline Utility Services Inc. be notified of Councils decision BACKGROUND: In October 2001 the Township of Oro-Medonte entered into a Municipal Responsibility Agreement with Azurix North America (Canada) Corporation (now known as American Water Canada Corp.) to operate the sewage disposal works located at Horseshoe Valley. The sewage treatment plant services the resort, Carriage Hills Resort, Laurel View Development, condos and townhouse developments. In February 2003 the Township of Ora-Medonte entered into a Sewer Agreement with American Water Services Canada Corp. (now known as American Water Canada Corp.) for the construction and ownership of the sanitary sewers servicing the Laurel View Development in the Horseshoe Valley Node. DEPARTMENT Meeting Date Report No. EES2008-28 Page 1 of 3 Section 14.2 and Section 13.3 respectively of each agreement require that the Township be notified of any ownership change and that a new agreement be entered into between the new parties and the Township. ANALYSIS: Skyline Utility Services Inc. is in the process of purchasing American Water Canada Corp.'s infrastructure as defined in the two (2) agreements located in Horseshoe Valley requiring them to enter into an agreement with the Township. American Water Canada Corp. will continue to operate the sewage treatment plant on behalf of Skyline Utility Services Inc. as per the existing Certificate of Approval. At the time of entering into the existing agreements Azurix supplied the Township with a t_etter of Credit in the amount of $363,600.00 and American Water Services Canada Corp. supplied the Township with securities in the amount of $50,000.00. These securities with be replaced by Skyline Utility Services Inc.. The attached Assignment & Assumption Agreements & Consent to Assignment Agreements have been reviewed by the Township solicitor Mr. Chris Williams, Lisa McNiven and myself and are to our satisfaction. FINANCIAL: No financial impact to the Township POLICIES/LEGISLATION: CONSULTATIONS: Chris Williams Aird & Berlis Township staff ATTACHMENTS: Assignment And Assumption Agreement and Consent To Assignment Of Agreement dated July, 2008 for the Municipal Responsibility Agreement. Assignment And Assumption Agreement and Consent To Assignment Of Agreement dated July, 2009 for the Sewer Agreement. DEPARTMENT Meeting Date Report No. EES2008-28 Page 2 of 3 ~` CONCLUSION: Respectfully submitted: Keith Mathieson/Lisa McNiven Engineering and Environmental Services SMT Approval /Comments: C.A.O. Approval /Comments: DEPARTMENT Meeting Date Report No. EES2008-28 Page 3 of 3 THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE BY-LAW NO. 2008-096 A By-law to Amend By-law No. 2001-101, Being a By-law to Authorize the Execution of a Municipal Responsibility Agreement between the Township of Ora- Medonte and Azurix North America (Canada} Corporation WHEREAS Section 23 of the Municipal Act, 2QOi, S.Q. 2[151, c.25, as amended, provides that a municipality may enter into an agreement with any person to construct, maintain and operate a sewage works; AND WHEREAS Section 9 of the Municipal Act, 2001, S.O. 2001, c.25, as amended, provides that a municipality has the capacity, rights, powers and privileges of a natural person for the purpose of exercising its authority under this or any other Act; AND WHEREAS the Council of The Corporation of the Township of Oro-Medonte did enact By-law No. 2001-101, Being a By-law to Authorize the Execution of a Municipal Responsibility Agreement between the Township of Oro-Medonte and Azuix North America (Canada) Corporation, on the 3`d day of October 2001; AND WHEREAS Council of The Corporation of the Township of Oro-Medonte now deems it expedient to amend said agreement; NOW THEREFORE the Council of the Township of Oro-Medonte hereby enacts as follows: That the Mayor and Clerk are hereby authorized to execute the Assignment and Assumption Agreement and Consent to Assignment of Agreement dated July, 2008 for the Municipal Responsibility Agreement, said agreement attached hereto as Schedule "A" and forming part of this by-law. This by-law shall take effect on the final passing thereof. BY-LAW READ A FIRST AND SECOND TIME THIS 10T" DAY OF JULY, 2008. BY-LAW READ A THIRD TIME AND FINALLY PASSED THIS DAY OF 2008. THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE Mayor, H.S. Hughes Clerk, J. Douglas Irwin ~. ASSIGNMENT AND ASSUMPTION AGREEMENT and CONSENT TO ASSIGNMENT OF AGREEMENT This Agreement and Consent are made as of the day of July, 2008, AMONG: AMERICAN WATER CANADA CORP., a corporation incorporated under the laws of the Province of tJntario (hereinafter called the "Assignor") OF THE FIRST PART, -and- SKYLINE UTILITY SERVICES INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the "Assignee") OF THE SECOND PART; - and - THE TOWNSHIP OF ORO-MEDONTE, (hereinafter called the "Township") OF THE THIRD PART; WHEREAS the Township and Azurix North America (Canada) Corp. have entered into an agreement dated September 30, 2001 {the "Municipal Responsibility Agreement") in respect ofthe construction and operation of certain sewage treatment facility, a copy of which is attached as schedule "A"; AND WHEREAS Azurix North America {Canada) Corp. has changed its name to American Water Services Canada Corp., which subsequently changed its name to that of the Assignar; AND WHEREAS the Assignee has purchased the Lands from the Assignor and the Horseshoe Valley Resort from Horseshoe; AND WHEREAS the Assignor would continue to operate the Facility in accordance with the operating agreement entered into between the Assignor and Assignee as of the Effective Date {as such term is 2 defined below), AND WHEREAS pursuant to section 14.2 of the Municipal Responsibility Agreement, the Assignor is prohibited from transferring ownership of the Facility to the Assignee without the prior written consent of the Township and the Assignee is required to enter into a similar agreement with the Township; AND WHEREAS the Assi~mor and the Assignee have requested that the Township agree to the transfer of the Facility to the Assignee subject to execution of the within Agreement and, subject to receiving the benefit of the covenants and agreements of the Assignor and the Assignee hereinafter set forth, the Township has al,~reed to do so. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto agree as follows: 1. Recitals. The parties acknowledge and agree that the recitals hereto are true and incontrovertible, which recitals are hereby incorporated by reference. 2. Effective Date. The effective date of this Agreement and Consent shall be the date ofregistration of the transfer of the Lands from the Assignor to the Assignee (the "Effective Date"). 3. Assignment and Assumption. The Assignor hereby assigns, transfers, sets aver and conveys its interest in the Municipal Responsibility Agreement to the Assignee as of the Effective Date, TO HAVE AND TO HOLD such interest unto the Assignee, its successors and assigns, forever, subject to the terms hereof. The Assignee hereby accepts this written assignment and covenants and agrees to assume all of the obligations of the Assignor under the Agreement, and covenants to perform such obligations, from and after the Effective Date. 4. Assignor's Representations. The Assignor repeats and restates the representations and warranties contained in sections 21(a} and (b) of the Municipal Responsibility Agreement. Assignee's Covenants. The Assignee hereby represents and warrants in favour of the Assignor and the Township that: a) it is a corporation duly organized, validly existing and in good standing under the laws of the Province of Ontario, with full legal right, power and authority to enter into and perform its obligations under the Municipal Respansibility Agreement and this Agreement and Consent; b) it has duly authorized the execution and delivery of this Agreement and Consent and this Agreement and Consent constitutes a legal, valid and binding obligation of theAssignee; and c) it is the legal and beneficial owner of the Lands and the Facility. 6. Township's Consent. The Township hereby consents to the transfer of the Facility and to the assignment of the Municipal Responsibility Agreement from the Assignor to the Assignee as and from the Effective Date, subject to the following terms and conditions: a) this consent does not constitute a waiver of the necessity far consent to any further transfer of the Facility and Sewage Agreement, and b} by giving its consent pursuant to this Agreement and Consent, the Township does not hereby acknowledge or approve any of the terms of this Agreement and Consent as between the Assignor and the Assignee except for the transfer of the Facility and the assignment of the Municipal Responsibility Agreement itself and except for any amendments to the Municipal Responsibility Agreement agreed to by all of the parties hereto. 7. Township's Covenants. The Township hereby acknowledges, covenants and agrees with the Assignor and Assignee as follows: a) the Township repeats and restates the representations and warranties contained in section 2.2 of the Municipal Responsibility Agreement; a) the Township repeats and restates the covenants and agreements contained in sections 4.1(a} to and including (e} of the Municipal Responsibility Agreement; b) the Township hereby releases the Assignor from its obligations under the Municipal Responsibility Agreement; and c) in consideration of the assumption of the Municipal Responsibility Agreement by the Assignee, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Township, the Township hereby releases and forever discharges the Assignor and its directors, officers, employees, agents, representatives, shareholders, subsidiaries, successors and assigns (collectively, the "Releasees") of and from ail covenants, obligations, liabilities, agreements, claims, debts, demands, actions, duties, suits, accounts, indemnities, claims over liability and causes of action of any kind armature whatsoever which the Township ever had, now has or which the Township hereafter can, shall or may have against the Releasees, or any of them, for or by reason of any cause, matter or thing whatsoever relating to the Municipal Responsibility Agreement (collectively, the "Liabilities"), which Liabilities are hereby assumed by the Assignee. 4 8. Acknowledgments and Amendments. a) The parties confirm and agree that this Agreement and Consent and the assumption provisions contained herein constitute the a~~reement contemplated by section 14.2 ofthe Municipal Responsibility A~~reement. b} The parties confirm and agree that the Assignee is not the Developer and, hence, all the terms of the Municipal Responsibility Agreement pertaining to the Developer, the Development and the Adult Resort are hereby deleted mi~tatis mi~ta~dis. c} The parties acknowledge and agree that the existing Certificates of Approval issued by the Ministry in respect of the Facility can only be amended to denote the Assignee as the owner of the Lands once title to the Lands has been transferred to the Assignee, and. the Assignor and Assignee hereby undertake, covenant and agree to use commercially reasonable efforts to amend the Certificates of Approval as aforesaid forthwith after closing of the purchase and sale of the Lands and to provide the Township with copies of the amended Certificates of Approval forthwith upon receipt of same. d) The parties acknowledge and agree that the Assignor has provided the Township with a letter of credit in the amount of $363,600 as replacement financial assurance in accordance with section 31(d) ofthe Municipal Responsibility Agreement, Concurrently with the execution of this Agreement and Consent by the Assignor and the Township, respectively, the Assignor shall provide the Township with a replacement letter of credit cheque in the same amount and substantially the same form and the Township shall return the letter of credit provided by the Assignor to the Assignor. e) Section 91 of the Municipal Responsibility Agreement is hereby amended by deleting therefrom the word "Developer" and inserting in its stead the words "Assignee". f) The parties confirm and agree that the Assignor, as operator of the Facility, and the Assignee, as owner of the Lands and Facility, will both obtain insurance to cover their respective interest in and responsibility with respect of the Facility and Lands, which policies taken together would cover the Township against the coverage stipulated in section 10.1 of the Municipal Responsibility Agreement, except for the professional liability and errors and omissions coverage set out in section 10.1(d) which is hereby deleted. In the event that any design and construction work will be commissioned by the Assignee in respect of the Facility, the Assignee shall cause an error and omission insurance to be issued in respect of such work covering, inter olio, the Township. g) The Municipal Responsibility Agreement is hereby amended by deleting therefrom section 14.1. 5 h) Section 15.1 of the Municipal Responsibility Agreement is hereby amended by deleting therefrom the notice information for the Assignor (Azurix) and inserting instead the following notice information for the Assignee: 1101 Horseshoe Valley Road Comp. 10, RR #I Barrie, Ontario, Canada L4M 4Y$ Attention: VP Operations and Development Fax: 705.835.2149 i) The parties confirm and agree that all other terms of the Municipal Responsibility Agreement remain in full force and effect, unamneded. 9. General. a) It is understood and agreed that all capitalized terms and expressions when used in this Agreement and Consent, unless otherwise defined, have the same meaning as ascribed to them. in the Municipal Responsibility Agreement. b) The Assignee and the Township agree that amendments to this Agreement may have to be made if required to reflect changes to Provincial legislation or policy regarding the operation, maintenance or funding of sewage treatment works and related facilities. c) This Agreement and Consent shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. d) The Assignor and the Assignee shall, at their expense, promptly execute such further assurances with respect to the Municipal Responsibility Agreement as the Township reasonably requires from time to time. e} This Agreement and Consent may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. f) This Agreement and Consent shall enure to the benefit of the parties hereto and their respective successors, personal representatives, executors and permitted assigns, and shall be binding upon the parties hereto and their respective successors, personal representatives, executors and permitted assigns. 6 IN WITNESS WHEREOF the parties hereto have executed this Agreement and Consent as of the date above first written. AMERICAN WATER CANADA CORP., Per: (Assignor) Name: Title: Per: Name: Title: IlWe have the authority to bind the Corporation. SKYLINE UTILITY SERVICES INC. Per: Name: Title: I have the authority to bind the Corporation. THE TOWNSHIP OF ORO-MEDONTE Per: Name: Title: Per: Name: Title: (Assignee} (Township) IIWe have the authority to bind the Corporation. THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE ~ F BY-LAW NO. 2008-097 A By-law to Amend By-law No. 2003-007, Being a By-law to Authorize the Execution of a Sewer Responsibility Agreement between the Township of Ora- Medonteand American Water Services Canada Gorp. WHEREAS Section 23 of the Municipal Act, 2001, S.©. 2001, c.25, as amended, provides that a municipality may enter into an agreement with any person to construct, maintain and operate a sewage works; AND WHEREAS Section 9 of the Municipal Act, 2001, S.O. 2001, c.25, as amended, provides that a municipality has the capacity, rights, powers and privileges of a natural person for the purpose of exercising its authority under this or any other Act; AND WHEREAS the Council of The Corporation of the Township of Oro-Medonte did enact By-law No. 2043-007, Being a By-law to Authorize the Execution of a Sewer Responsibility Agreement between the Township of Oro-Medonte and American Water Services Canada Corp., on the 5"' day of February 2003; AND WHEREAS Council of The Corporation of the Township of Ora-Medonte now deems it expedient to amend said agreement; NOW THEREFORE the Council of the Township of Oro-Medonte hereby enacts as follows: That the Mayor and Clerk are hereby authorized to execute the Assignment and Assumption Agreement and Consent to Assignment of Agreement dated July, 2008 for the Sewer Agreement, said agreement attached hereto as Schedule "A" and forming part of this by-law. This by-law shall take effect an the final passing thereof. BY-LAW READ A FIRST AND SECOND TIME THIS 10T" DAY OF JULY, 2008. BY-LAW READ A THIRD TIME AND FINAt.t_Y PASSED THIS DAY OF 2008. THE GORPORATION OF THE TOWNSHIP OF ORO-MEDONTE Mayor, H.S. Hughes Clerk, J. Douglas Irwin ASSIGNMENT AND ASSUMPTION AGREEMENT and CONSENT TO ASSIGNMENT OF AGREEMENT This Agreement and Consent are made as of the day of July, 2008, AMONG. AMERICAN WATER CANADA CORP., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the "Assignor") OF THE FIRST PART; - and - SKYLINE UTILITY SERVICES INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the "Assignee") OF THE SECOND PART; -and- THE TOWNSHIP OF ORO-MEDONTE, (hereinafter called the "Township") OF THE THIRD PART; WHEREAS the Township and American Water Services Canada Corp., now the Assignor, have entered into an agreement dated February 5, 2003 (the "Sewers Agreement") in respect ofthe construction and operation of certain Sewers, a copy of which is attached as schedule "A"; AND WHEREAS the Assignee has purchased the Lands from the Assignor and the Horseshoe Valley Resort from Horseshoe; AND WHEREAS the Assignor would continue to operate the Facility and Sewers in accordance with the operating agreement entered into between the Assignor and Assignee as of the Effective Date (as such term is defined below); 2 AND WHEREAS pursuant to section 13.1 of the Sewers Agreement, the Assignor is prohibited from transferring ownership of the Sewers to the Assignee without the prior written consent of the Township and pursuant to section 13.3 of the Sewers Agreement, the Assignee is required to enter into a similar agreement with the Township; AND WHEREAS the Assignor and the Assignee have requested that the Township agree to the transfer of the Sewers to the Assignee subject to execution of the within and, subject to receiving the benefit of the covenants and agreements of the Assignor and the Assignee hereinafter set forth, the Township has agreed to do so. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual. covenants and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged by each of the parties hereto, the parties hereto agree as follows: Recitals. The parties acknowledge and agree that the recitals hereto are true and incontrovertible, which recitals are hereby incorporated by reference. 2. Effective Date. The effective date of this Agreement and Consent shall be the date of registration of the transfer of the Lands from the Assignor to the Assignee (the "Effective Date"). Assignment and Assumption. The Assignor hereby assigns, transfers, sets over and conveys its interest in the Sewers Agreement to the Assignee as of the Effective Date, TO HAVE AND TO HOLD such interest unto the Assignee, its successors and assigns, forever, subject to the terms hereof. The Assignee hereby accepts this written assignment and covenants and agrees to assume all of the obligations of the Assignor under the Agreement, and covenants to perform such obligations, from and after the Effective Date. 4. Assignor's Covenants and Representations. The Assignor repeats and restates the representations and warranties contained in sections 2.1 {a) and {b) of the Sewers Agreement.. 5. Assignee's Covenants. The Assignee hereby represents and warrants in favour of the Assignor and the Township that: a) it is a corporation duly organized, validly existing and in good standing under the laws of the Province of Ontario, with full legal right, power and authority to enter into and perform its obligations under the Sewers Agreement and this Agreement and Consent; and b) it has duly authorized the execution and delivery of this Agreement and Consent and this Agreement and Consent constitutes a legal, valid and binding obligation of the Assignee. ~. 3 6. Township's Consent. The Township hereby consents to the transfer of the Sewers and to the assignment of the Sewers Agreement from the Assignor to the Assignee as and from the Effective Date, subject to the following terms and conditions: a} this consent does not constitute a waiver of the necessity far consent to any further transfer of the sewers and Sewers Agreement; and b) by giving its consent pursuant to this Agreement and Consent, the Township does not hereby acknowledge or approve any of the terms of this Agreement and Consent as between the Assignor and the Assignee except for the transfer of the Sewers and the assignment of the Sewers Agreement itself and except for any amendments to the Sewers Agreement agreed to by all of the parties hereto. 7. Township's Covenants. The Township hereby acknowledges, covenants and agrees with the Assignor and Assignee as follows: a) the Township repeats and restates the representations and warranties contained in section 2.2 of the Sewers Agreement; a} the Township repeats and restates the covenants and agreements contained in sections 4. l (a) to and including (f) of the Sewers Agreement; b} the Township hereby releases the Assignor from its obligations under the Sewers Agreement; and c) in consideration of the assumption of the Sewers Agreement by the Assignee, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Township, the Township hereby releases and forever discharges the Assignor and its directors, officers, employees, agents, representatives, shareholders, subsidiaries, successors and assigns (collectively, the "Releasees") of and from all covenants, obligations, liabilities, agreements, claims, debts, demands, actions, duties, suits, accounts, indemnities, claims over liability and causes. of action of any kind or nature whatsoever which the Township ever had, now has or which the Township hereafter can, shall or may have against the Releasees, or any of them, for or by reason of any cause, matter or thing whatsoever relating to the Sewers Agreement (collectively, the "Liabilities"), which Liabilities are hereby assumed by the Assignee. 4 8. Acknowledgments and Amendments. a) The parties confirm and agree that this Agreement and Consent and the assumption provisions contained herein constitute the agreement contemplated by section 13.3 of the Sewers Agreement. b) The parties confirm and agree that the Assignee is not one of the Developers and, hence, all the terms of the Sewers Agreement pertaining to the Developers, the Development, the Adult Community are hereby deleted mutatis mutandis. c} The parties confirm and agree that the Trunk Sewer Extension have been constructed, that all terms and conditions ofthe Sewers Agreement pertaining to the said construction have been complied with (including without limitation the issuance ofthe certificates referred to in sections 1.1(e} and L 1(f) of the Sewers Agreement and such other covenants contained in sections 21(c), 2.1(d}, 3.1(a}, 3.1(b}, 3.1(c), 3.1(e}, 3.1(f}, 3.1 {g), 3.1(h), 3.2, 3.4 and 6.2 of the Sewers Agreement} and that all such provisions pertaining to the said construction are hereby deleted mutatis mutandis. Far greater certainty, all of the terms and conditions pertaining to the operation and maintenance of the Trunk Sewer Extension andlor the construction, operation and maintenance of the Sewers contained in such sections shall remain in full force and effect, unamended. d) The parties acknowledge and agree that the existing Certificates of Approval issued by the Ministry in respect of the Facility and Sewers can only be amended to denote the Assignee as the owner of the Lands once title to the Lands has been transferred to the Assignee; and the Assignor and Assignee hereby undertake, covenant and agree to use commercially reasonable efforts to amend the Certificates of Approval as aforesaid forthwith after closing of the purchase and sale of the Lands and to provide the Township with copies of the amended Certificates of Approval forthwith upon receipt of same. e} The parties acknowledge and agree that the Assignor has provided the Township with a certified cheque or bank draft in the amount of $50,000 as financial assurance for the Sewers in accordance with section 3.1(e) of the Sewers Agreement. Concurrently with the execution of this Agreement and Consent by the Assignor and the Township, respectively, the Assignor shall provide the Township with a replacement certified cheque in the same amount and the Township shall return the certified cheque of the Assignor to the Assignor. f) Section 1.1(p} of the Sewers Agreement is hereby amended by deleting therefrom the words "service agreement with the Developer or AWS, respectively;" and inserting in their stead the words. "service agreement or otherwise;". g) The Sewers Agreement is hereby amended by deleting therefrom the first sentence of section 13.1. 5 h) Section 14.1 of the Sewers Agreement is hereby amended by deleting therefrom the notice information for the Assignor (AWS} and inserting instead the following notice information for the Assignee: 1101 Horseshoe Valley Road Comp. 10, RR #1 Barrie, Ontario, Canada L4M 4Y 8 Attention: VP Operations and Development Fax: 705.835.2149 i} The parties confirm and agree that all other terms of the Sewers Agreement remain in full force and effect, unamneded. 9. General. a) It is understood and agreed that all capitalized terms and expressions when used in this Agreement and Consent, unless otherwise defined, have the same meaning as ascribed to them in the Sewers Agreement. b) The Assignee and the Township agree that amendments to this Agreement may have to be made if required to reflect changes to Provincial legislation or policy regarding the operation, maintenance or funding of sewage treatment works and related facilities. c) This Agreement and Consent shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. d) The Assignor and the Assignee shall, at their expense, promptly execute such further assurances with respect to the Sewers Agreement as the Township reasonably requires from time to time. e) This Agreement and Consent may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. m ~ ,.. 6 f) This Agreement and Consent shall enure to the benefit of the parties hereto and their respective successors, personal representatives, executors and permitted assigns, and shall be binding upon the parties hereto and their respective successors, personal representatives, executors and permitted assigns. IN WITNESS WHEREOF the parties hereto have executed this Agreement and Consent as of the date above first written, AMERICAN WATER CANADA CORP., Per: (Assignor) Name: Title: Per: Name: Title: I/We have the authority to bind the Corporation. SKYLINE UTILITY SERVICES INC. (Assignee) Per: Name: Title: I have the authority to bind the Corporation. THE TOWNSHIP OF ORO-MEDONTE Per: Name: Title: Per: Name: Title: (Township) UWe have the authority to bind the Corporation ~ / THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE BY-LAW NO. 2008-095 BEING A BY-LAW TO CONFIRM THE PROCEEDINGS OF THE SPECIAL COUNCIL MEETING HELD ON THURSDAY, JULY 10, 2008 THE COUNCIL OF THE CORPORATION OF THE TOWNSHIP OF ORO-MEdONTE HEREBY ENACTS AS FOLLOWS: 1. THAT the action of the Council at its Special Council Meeting held on Thursday, July 14, 2448, and in respect to each Motion, Resolution and other actions passed and taken by the Council at its said Meeting is, except where prior approval of the Ontario Municipal Board is required, hereby adopted, ratified and confirmed. 2. THAT the Mayor and the proper Officials of the Tawnship are hereby authorized and directed to do all things necessary to give effect to the said action or to obtain approvals where required and to execute all documents as may be necessary on behalf of the Council of the Corporation of the Township of Oro-Medonte. And, the Clerk is hereby authorized and directed to affix the corporate seal to all said documents. BY-LAW READ A FIRST AND SECOND TIME THIS 10th DAY OF JULY, 2008. BY-LAW READ A THIRD TIME AND FINALLY PASSED THIS 10th DAY OF JULY, 2008. THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE Mayor, H.S. Hughes Clerk, J. Douglas Irwin