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10 29 2021 SpCouncil Agenda
The Township of Oro-Medonte Special Council Meeting Agenda 4 Electronic Meeting Township of Friday, October 29, 2021 Proud Heritage'Excitiq Future 4:00 p.m. - Open Session Effective Tuesday, September 7, 2021 , all Township facilities will re-open to the public with safety measures in place including: mandatory masks/face coverings; COVID-19 health screening; and social distancing. Taking into consideration positive COVID-19 cases in Simcoe Muskoka and beyond, and contagious transmission of the COVID-19 Delta variant, whenever possible, residents and business owners are encouraged to utilize online and telephone services for Township related business. Input on agenda items are welcome and encouraged. The Township of Oro-Medonte has amended its Procedural By-law to allow for electronic participation at Council meetings during a declared emergency. Protocols have been established to advise how to participate in the public portions of these meetings. Please visit the following links for additional information: • Request for Open Forum or DS Committee Participation Form • Protocols for Public Participation Council and DS Committee All electronic Council meetings will be streamed live, where possible, on the Township YouTube Channel. Council Agendas will continue to be published on the Civic Web Meeting Agendas in advance of the meeting date in accordance with the Township's Procedural By-law. The Township of Oro-Medonte is committed to providing and maintaining a working environment that is based on respect for the dignity and rights of everyone within the organization and for those individuals visiting our organization. The Township of Oro-Medonte supports and fosters an environment that is safe, welcoming and respectful for all residents, visitors, members of Council and staff. Page 1. Call to Order - Moment of Reflection: The Township of Oro-Medonte acknowledges that we are situated on the traditional land of the Anishnaabek (A- nish- in- aa- beh) people, and Page 1 of 155 Council Meeting Agenda - October 29, 2021 ancestral territory of the Huron-Wendat. The Anishnaabek include the Odawa [Oh-DAH-wah], Ojibwe [O-jib-we] and Pottawatomi [boh-tah-WAH-toh-mee] nations, collectively known as the Three Fires Confederacy. It continues today as the home for diverse Indigenous Peoples including the historic Metis Community in Penetanguishene. The Anishnaabek people continue to have an enduring relationship with this land, specifically the Chippewas of Rama First Nation, the Chippewa Tri- Council and the Williams Treaties First Nations. The Huron-Wendat Nation also continues to pay respect and protect their ancestors and heritage on this land. We honour the Indigenous history and culture that has thrived for millennia in this territory and the Treaties that bind us together as partners in the spirit of a shared sustainable and prosperous future. We are all Treaty People. Our commitment begins with acknowledging the Truth so that we can move forward together towards Reconciliation. 2. Adoption of Agenda: 4 - 9 a) Motion to Adopt the Agenda. [Addenda] 3. Disclosure of Pecuniary Interest: 4. Open Forum: The Open Forum provides an opportunity for the public to provide verbal comments to Council, in Open Session, on matters scheduled on the current agenda. Refer to Procedural By-Law No. 2017-165 for additional information. 5. Reports of Municipal Officers for Action: 10 - 11 a) Robin Dunn, CAO; and Michelle Jakobi, Director, Environmental Services re: Assignment and Assumption Agreement and Consent to Assignment of Agreements (Three) re: Skyline Investments Inc., HSV GP Inc., and the Township of Oro-Medonte [Refer to Items 6a), b) and c)]. 6. By-Laws: 12 - 78 a) 2021-115: A By-law to amend By-law 2014-075, being A By-law to Authorize the Execution of an Agreement between the Township of Oro-Medonte and Skyline Utility Services Inc. with respect to the Horseshoe Valley Resort Waste Water Treatment Plant as a municipal capital facility (Horseshoe Valley Resort Waste Water Treatment Plant Municipal Capital Facility By- law). 79 - 118 b) 2021-116: A By-law to amend By-law 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. Page 2 of 155 Council Meeting Agenda - October 29, 2021 119 - 154 c) 2021-117: A By-law to amend By-law 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. 7. Confirmation By-Law: 155 a) 2021-119: Being a by-law to confirm the proceedings of the Special Council meeting held on Friday October 29, 2021. 8. Adjournment: a) Motion to Adjourn. Page 3 of 155 2.a) Motion to Adopt the Agenda. To the Mayor and Council. My name is Tim Taylor and I live at 20 Pine Lane, Barrie, Ontario. Please place this"Amended" submission into the"Agenda for The Township of Oro-Medonte Special Council Meeting Agenda Electronic Meeting on Friday, October 29, 2021"regarding: Agenda Items 5 (a), 6 (a), 6 (b), 6 (c) and 7 (a). Background: 1. By-law 2021-115 "Amends"By-law 2014-075. The new By-law and Schedule "A" is comprised of 67 pages of legal jargon. The"Amended" By-law was 13 pages in total, a difference of 54 new pages. 2. By-law 2021-116 "Amends" By-law 2001-101. The new By-law and Schedule "A" is comprised of 38 pages of legal jargon. The"Amended" By-law was 23 pages in total, a difference of 15 new pages. 3. By-law 2021-117 "Amends" By-law 2003-007. The new By-law and Schedule "A" is comprised of 36 pages of legal jargon. The"Amended" By-law was 20 pages in total, a difference of 16 new pages. Note: Based on the public record, there appears to be 85 new pages of legal jargon added to these Schedules. Please address the following concerns and questions regarding these"Amended"By-laws during the Special Meeting of Council: 1. Has Council/Members/Staff had enough time to read and understand the original By-laws and the new By-laws with the Schedules? 2. Given that the "Users" of these systems have not been given enough time to read or fully understand the changes that are proposed in the "Amended By-laws", would Council give the public and"affected users" an appropriate amount of time to read and better understand this material before these "Amended By-laws" are passed by Council? 3. By-laws 2001-101, 2003-007, and 2014-075 are already labelled as "Amended"in the By-law Registry. Have staff"Amended"these By-laws before Friday's meeting? (Please included attached Amended By-laws) 4. In 2014, Council also passed By-law 2014-127, the Horseshoe Craighurst Corridor Master Plan Funding Agreement By-law. Given that Skyline has transferred it assets to a new company and since the By-law is directly or indirectly impacted by sewage and water system Agreements, should this By-law be also "Amended", "Repealed" or "Revoked" given that Skyline is a major Proponent? Should the MECP be apprised of these fundamental changes as well? Page 4 of 155 2.a) Motion to Adopt the Agenda. 5. In Report ES2021-02, Township staff states that"As existing agreements are considered mutual and/or tri-party agreements with the Ministry of the Environment, Conservation and Parks, the Township is not entitled to unilaterally unwind, modify or terminate these documents." Does the Township require"authorizing documents"to be vetted and approved by the MECP and other Ministries before passing these By-laws? 6. The MECP has stated that"When there are changes in ownership or components of said systems,the owner is required to notify and seek approval from the ministry." Have these approvals been authorized by the MECP and other regulatory bodies at the Provincial government? Has this been done in an open and public forum? 7. In By-law 2007-140, the Township explains that"...the municipality will be responsible to its stakeholders for decisions made and policies implemented, as well as its actions or inactions" and"the municipality actively encourages and fosters stakeholder participation and openness in its decision making processes. Additionally, transparency means that the municipality's decision making process is open and clear to the public" and that the Township "[Encourages] public access and participation to ensure that decision making is responsive to the needs of its constituents and receptive to their opinions". Has Council and staff adhered to these principles in this case? It appears that the"parties most affected by these changes", the "Users", have not been afforded enough time to understand the long-term implications of these By-law changes in regards to wastewater systems in Horseshoe Valley. Would Council agree to postpone the passing of these By-laws indefinitely? 8. Within By-law 2007-140, the Township states that"The principles of accountability and transparency shall apply equally to the political process and decision making and to the administrative management of the municipality." Horseshoe wastewater users need to be fully engaged in this political and decision making process in order for these changes to be equitable, fair, and transparent. Will Council adhere to conditions of By-law 2007- 140? 9. Within staff Report ES2021-02, the Township asserts that"In the event if all or singular agreements are updated, it is important to ensure negotiations are beneficial to all parties." Since the Township explains that the MECP may have a"direct benefit"from any changes, why is the MECP not listed in these "Amending"By-laws? Respectfully, Tim Taylor Township-vetted Zone I Focus Group Member/Director—OMPOA/Very Concerned Citizen 20 Pine Lane Barrie, Ontario Page 5 of 155 2.a) Motion to Adopt the Agenda. AMENDED THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE 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 WHEREAS the Municipal Act, RS.O., 1990, c.M.45, Section 207, Paragraph 4,as amended, authorizes the Council of a Municipality to enact a by-law for entering into an agreement with the owner of any sewage works for the use of any sewage works for the disposal, interception or purification of sewage; AND WHEREAS a Municipal Responsibility Agreement is required by the Ministry of the Environment to satisfy Certificate of Approval criteria for the sewage treatment plant owned by Azurix North America (Canada)Corporation; _F tha Tn,mnchin of Oro-Medonte deems it necessary to enter Page 6 of 155 2.a) Motion to Adopt the Agenda. AMENDED THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE BY-LAW NO. 2003-007 BEING A BY-LAW TO AUTHORIZE THE WE TOWNSHIP OF ORO-MEDONTE RESPONSIBILITY AGREEMENT BETWEEN AND AMERICAN WATER SERVICES CANADA CORP. WHEREAS The Municipal Act, S.Q. 2001, c.25 a, Se io23authorizeswh any Person to Council of a Municipality to enact a by-law For entering intoagreement maintain and operate a sewage works; AND WHEREAS Council of the Corporation ofAgreement the T Township of Oro-M d nt ereems ies � necessary to enter into a Sewer Responsibility g Page 7 of 155 2.a) Motion to Adopt the Agenda. The Corporation of the Township of Oro-Medonte By-law No. 2014-075 AMENDED A By-law to authorize an agreement between The Corporation of the Township of Oro-Medonte and Skyline Utility Services Inc. with respect to the Horseshoe Valley Resort Waste Water Treatment Plant as a municipal capital facility (Horseshoe Valley Resort Waste Water Treatment Plant Municipal Capital Facility By-law) Whereas section 110 of the Municipal Act, 2001, S.O. 2001, c. 25, as amended, provides that the council of a municipality may enter into agreements for the provision of municipal capital facilities by any person and may pass by-laws to enter into agreement relating thereto; And Whereas paragraph 6 of subsection 2(1) of Ontario Regulation 603/06, as amended, prescribes municipal capital facilities for water, sewers, sewage, drainage and flood control; And Whereas the Horseshoe Valley Resort Waste Water Treatment Plant ("WWTP") is a facilitythat is owned and operated by Skyline Utility Services Inc. and provides waste wntar t atment services to lands and users within the Township of Ora-Medonte; Page 8 of 155 2.a) Motion to Adopt the Agenda. From:Tom Kurtz <tom.kurtz@sympatico.ca> Sent: October 28, 2021 1:16 PM To:Agenda comment<Agendacomment@oro-medonte.ca> Cc: . Council <Council@oro-medonte.ca> Subject: Re: Fwd: Subscription Updates Notification: Special Council - 29 Oct 2021 Revised submission: To Mayor and Council It is particularly troubling to receive an agenda including items 6 a), b) and c) detailing the specifics of agreements in Horseshoe Valley that affect hundreds of residents with only 1 business day notice before these items are expected to be voted on by Council. These items have a long controversial history and to expect Council and/or the public to read and properly comprehend the implications of what is being presented within this timeframe is troubling and appears to violate Bylaw 2007-140 which commits Council and staff to transparency and accountability in all it's dealings. I respectfully ask that these agenda items be deferred until there has been a full airing of the implications of these items and the public has had an opportunity to provide informed comment. Tom Kurtz 61 Cathedral Pines Barrie, ON L4M 4Y8 705-835-5453 Page 9 of 155 5.a) Robin Dunn, CAO; and Michelle Jakobi, Director, Environmental Servi... Verbal Matters �— (Section 13.3 of Township's Procedural By-Law No. 2017-165) Proud Heritage,Exciting Future Name: Robin Dunn, CAO Item Number/Name: 5a) Robin Dunn, CAO; and Michelle Jakobi, Director, Environmental Services re: Assignment and Assumption Agreement and Consent to Assignment of Agreements (Three) re: Skyline Investments Inc., HSV GP Inc., and the Township of Oro-Medonte [Refer to Items 6a), b) and c)] Meeting Date: Friday, October 29, 2021 Motion No.: SC211029-2 Type of Meeting: ❑ Council X❑ Special Council ❑ Development Services Committee ❑ Accessibility Advisory Committee ❑ Heritage Committee ❑ Human Resources Committee Speaking Notes: Good Afternoon Mr. Mayor & Members of Council This afternoon I am joined by Township Legal Counsel - Mr. Chris Williams, Aird & Berlis, Ms. Michelle Jakobi, Director Environmental Services and Ms. Andria Leigh, Director Development Services\Deputy CAO. I'll now provide a brief overview of the business matter before Council this afternoon. The by-law packages, as posted, are required as a result of the real estate transaction between Skyline & HSV GP Inc. and are legally known as Assignment and Assumption Agreements and Consent to Assignment of Agreement. 11/1/21 Page 10 of 155 5.a) Robin Dunn, CAO; and Michelle Jakobi, Director, Environmental Servi... Verbal Matters �— (Section 13.3 of Township's Procedural By-Law No. 2017-165) Proud Heritage,Exciting Future The three bylaws included on the agenda are required to facilitate transfer of responsibility for sewer and waste water infrastructure, from Skyline to HSV GP Inc., and will support their necessary provincial compliance requirements. The endorsement by Council of these Assignment and Assumption Agreements and Consent to Assignment of Agreement by-laws are no different than the process followed in 2008 when Skyline purchased the Horseshoe Valley property; further, the existing Municipality Responsibility Agreement requires notification, and Township consent to a change in ownership and assumption of the agreements, and that such consent shall not be unreasonably withheld. The by-laws and process have been reviewed by Township legal counsel - and to be clear, the original responsibility agreements terms and conditions have not changed, nor securities adjusted or removed. By way of these documents, the new Assignee HSV GP Inc. is assuming and agreeing to perform all of the Assignor's, being Skylines', existing obligations under the Original Agreements. In the future, should the terms and conditions of any of these original detailed agreements require amendment - they would be brought forward to Council and dealt with appropriately. Again, for clarity, today's documents for the Consent to Assignment of Agreement, are only related to the private sewer & wastewater infrastructure, and are necessary for completion of the real estate transaction, and for HSV GP Inc. to proceed with their required compliance notification to the MECP. Robin Dunn CAO 29.10.2021 11/1/21 Page 11 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... The Corporation of the Township of Oro-Medonte By-law No. 2021-115 A By-law to amend By-law 2014-075, being A By-law to Authorize the Execution of an Agreement between the Township of Oro-Medonte and Skyline Utility Services Inc.with respect to the Horseshoe Valley Resort Waste Water Treatment Plant as a municipal capital facility (Horseshoe Valley Resort Waste Water Treatment Plant Municipal Capital Facility By-law) Whereas Section 110 of the Municipal Act, 2001, S.O. 2001, c.25, as amended, provides that the Council of a municipality may enter into agreements for the provision of municipal capital facilities by any person and may pass by-laws to enter into agreement relating thereto; And Whereas paragraph 6 of subsection 2(1)of Ontario regulation 603/06, as amended, prescribes municipal capital facilities for water, sewers, sewage, drainage and flood control; And Whereas the Council of The Corporation of the Township of Oro-Medonte did enact By-law 2014-075, Being a By-law to Authorize the Execution of an Agreement between the Township of Oro-Medonte and Skyline Utility Services Inc. with respect to the Horseshoe Valley Resort Waste Water Treatment Plant as a municipal capital facility, on the 21 st day of May, 2014; And Whereas Council of The Corporation of the Township of Oro-Medonte and Skyline Utility Services Inc. deems it necessary to enter into an amending Agreement; Now Therefore the Council of the Township of Oro-Medonte hereby enacts as follows: 1. That the Mayor and Clerk are hereby authorize to execute the Assignment and Assumption Agreement and Consent to Assignment of Agreement dated October 2021 for the Municipal Capital Facility Agreement, said agreement attached hereto as Schedule "A" and forming part of this by-law. 2. This by-law shall take effect on the final passing thereof. By-law read a First, Second and Third time, and Passed this 29t" day of October, 2021. XJ The Corporation of the Township of Oro-Medonte Mayor, H.S. Hughes Clerk, Y. Aubichon Page 12 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... ASSIGNMENT AND ASSUMPTION AGREEMENT and CONSENT TO ASSIGNMENT OF AGREEMENT This Agreement and Consent are made as of the day of ,2021, AMONG: SKYLINE INVESTMENTS INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the "Assignor") OF THE FIRST PART; - and- HSV GP INC., a corporation incorporated under the laws of the Province of Ontario, acting as general partner of HSV LIMITED PARTNERSHIP, a limited partnership formed 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 the Assignor entered into a Municipal Capital Facility Agreement dated May 21, 2014 ("Municipal Capital Facility Agreement"), a copy of which is attached as Schedule "A'; AND WHEREAS the Township and Skyline Utility Services Inc. (predecessor in interest to the Assignor) amended the Municipal Capital Facility Agreement on November 15, 2015 (the "Amendment"), a copy of which is attached as Schedule 'B"; AND WHEREAS the Assignee has agreed to purchase the WWTP from the Assignor and/or one of its affiliates, which purchase is expected to be completed on or around November 1, 2021; AND WHEREAS the Assignor and the Assignee have requested that the Township agree to the assignment of the Municipal Capital Facility Agreement and the Amendment, 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. Page 13 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... 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 same as the Effective Date for the Assignment and Assumption Agreement and Consent to Assignment of Agreement between the Assignor, the Assignee and the Township for the Municipal Responsibility Agreement and the 2008 Assignment and Assumption Agreement and Consent to Assignment of Agreement, a copy of which is attached as Schedule "C" (the "Effective Date"). 3. Assignment and Assumption. The Assignor hereby assigns, transfers, sets over and conveys its interest in the Municipal Capital Facility Agreement and the Amendment 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 as of the Effective Date, and covenants and agrees to assume all of the obligations of the Assignor under the Agreement arising with respect to the period from and after the Effective Date, and covenants to perform such obligations, from and after the Effective Date. 4. Assignor's Representations. The Assignor represents and warrants in favour of the Assignee 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 Capital Facility Agreement, the Amendment 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 Assignor. 5. Assignee's Representations. The Assignee hereby represents and warrants in favour of the Assignor and the Township that: (a) it is a corporation formed, validly existing and in good standing under the laws of the Province of Ontario, acting as general partner of HSV Limited Partnership, a limited partnership formed, 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 Capital Facility Agreement, the Amendment and this Agreement and Consent; 2 Page 14 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... (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; and (c) on the Effective Date it will be the legal and beneficial owner of the WWTP. 6. Township's Consent. The Township hereby consents to the transfer of the Municipal Capital Facility Agreement and the Amendment from the Assignor to the Assignee as and from the Effective Date, subject to the following terms and conditions: (a) 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 assignment of the Municipal Capital Facility Agreement and the Amendment and except for any amendments to the Municipal Capital Facility Agreement and the Amendment agreed to by all of the parties hereto. 7. Township's Representations and Covenants. The Township hereby acknowledges, covenants and agrees with the Assignor and Assignee as follows: (a) the Township is a municipal 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 this Agreement and Consent; (b) it has duly authorized the execution and delivery of this Agreement and Consent and this Agreement and Consent constitute a legal, valid and binding obligation of the Township, enforceable against it in accordance with the terms; (c) it has obtained all approval, authorization, order or consent of, or declaration, registration or filing with, any governmental authority that is required for the valid execution and delivery by the Township of this Agreement and Consent, including any approval required pursuant to the Ontario Land Tribunal Act, 2021, S.O. 2021, c. 4, Sched. 6, and it has or will enact any bylaws give effect to this Agreement and Consent; and (d) the Township hereby releases the Assignor from its obligations under the Municipal Capital Facility Agreement and Amendment arising with respect to the period from and after the Effective Date. 8. Acknowledgments and Ame ndme nts. (a) The parties acknowledge and agree that the Assignor has provided the Township with a letter of credit in the amount of $515,896 in accordance with section 6 of the Municipal Capital Facility Agreement and Amendment ('Letter of Credit"). The parties agree that the Assignor will leave the Letter of Credit in place from and after the Effective Date to be available for use by the Township in accordance with the Municipal Capital Facility Agreement and the Amendment, 3 Page 15 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... for a period of time not to exceed 65 days after the Effective Date, at which time the Assignee shall provide the Township with a replacement letter of credit in the amount of $515,896 in substantially the same form, or shall have deposited with the Township cash in the amount of $515,896, in either case, as replacement financial assurance, at which time, the Township shall promptly return the Assignor's Letter of Credit to the Assignor. The Township acknowledges and agrees that if the Assignee deposits cash with the Township as replacement financial assurance pursuant hereto, such cash, plus any interest earned by the Township on such cash deposit, shall be returned promptly to the Assignee upon the provision of a replacement letter of credit by the Assignee in the amount of $515,896 in substantially the same form. If the Assignor's Letter of Credit is not replaced or if cash in the amount of $515,896 is not provided within 65 days following the Effective date, the Township maintains the right to draw upon the Assignor's Letter of Credit in accordance with the Municipal Capital Facility Agreement and the Amendment if necessary until such time as the Assignor's Letter of Credit is replaced by either a letter of credit from the Assignee or cash in the same amount. (b) Section 2 of the Municipal Capital Facility Agreement is hereby deleted because it is spent. (c) Section 12 of the Municipal Capital Facility Agreement is amended by deleting therefrom the notice information for Skyline and inserting instead the following notice information for the Assignee: HSV GP Inc. 1101 Horseshoe Valley Road Comp. 10, RR#1 Barrie, Ontario, Canada L4M4Y8 Attention: VP Operations and Development (d) The parties confirm and agree that all other terms of the Municipal Capital Facility Agreement and Amendment remain in full force and effect,unamended. 9. Ge ne ral. (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 Capital Facility Agreement and Amendment. (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. 4 Page 16 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... (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 Capital Facility Agreement and Amendment 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 pemlitted assigns. IN WITNESS WHEREOF the parties hereto have executed this Agreement and Consent as of the date above first written. SKYLINE INVESTMENTS INC. (Assignor) Per: Name: Title: Per: Name: Title: UWe have the authority to bind the Corporation. 5 Page 17 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... HSV GP INC., acting as general partner of HSV LIMITED PARTNERSHIP (Assignee) Per: Name: Title: I have the authority to bind the Corporation. THE TOWNSHIP OF ORO-MEDONTE (Township) Per: Name: Title: Per: Name: Title: I/We have the authority to bind the Corporation. 6 Page 18 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... SCHEDULE "A" MUNICIPAL CAPITAL FACILITY AGREEMENT See attached. 7 Page 19 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... MUNICIPAL CAPITAL FACILITY AGREEMENT THIS AGREEMENT made this I day of May 2014. BETWEEN: SKYLINE UTILITY SERVICES INC. ("Skyline") - and - - THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE ("Township") WHEREAS: (a) Skyline is the owner of a facility known as the Horseshoe Valley Resort Waste Water Treatment Plant ("WWTP") located within the geographic boundaries of the Township; (b) The WWTP, originally constructed in 1997 and subsequently expanded in 2001, provides waste water treatment services to lands and users within the Township; (c) On September 30, 2001 the Township and Azurix North America (Canada) Corp. ("Azurix") entered into a Municipal Responsibility Agreement with respect to the expansion and operation of the WWTP; (d) The Township and American Water Services Canada Corp. ("AWS"), a successor of Azurix, entered into a Sewer Responsibility Agreement on February 5, 2003 whereby, among other things, the Township agreed to use its best efforts within its jurisdiction, to enact a by-law allowing AWS to collect water and/or sewage fees from Township residents which would provide an enforcement mechanism by which AWS could have remedies for non-payment of fees; (e) On July 10, 2008 Skyline, American Water Canada Corp. ("AWC"), a successor of AWS, and the Township entered into an Assignment and Assumption Agreement, with respect to the WWTP and the Municipal Responsibility Agreement whereby the Township provided consent to Skyline acquiring the WWTP and acknowledged that AWC would continue to operate the WWTP. Simultaneously, Skyline and AWC entered into an Operation, Maintenance and Management Agreement; (f) Skyline operates the WWTP as a private facility pursuant to the Assignment and Assumption Agreement and pursuant to certificates of approval issued by the Ministry of the Environment; [DHP 00368758 151 1 Page 20 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... (g) Section 110 of Municipal Act, 2001, S.O. 2001, c. 25, allows municipalities to enter into agreements with persons for the provision of municipal capital facilities, including facilities for sewage; (h) Skyline proposes to transfer the WWTP to the Township as a municipal capital facility pursuant to section 110 of the Municipal Act, 2001 and the Township proposes to impose fees and charges under Part XII of the Municipal Act, 2001 upon users for sewage treatment services; (i) The Township shall re-convey the WWTP to Skyline, upon passage of one or more by- laws to constitute the WWTP as a municipal capital facility and to impose fees and charges for wastewater services. NOW THEREFORE WITNESSETH that in consideration of the covenants and premises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto covenant and agree with each other as follows: DEFINITIONS 1. In this Agreement, the following terms shall have the following meanings: (a) "Agreement" means this agreement expressly made pursuant to section 110 of the Municipal Act, 2001; (b) "By-law" means a by-law duly enacted by the Council pursuant section. 110 of the Municipal Act, 2001; (c) "Council" means the council for the Township; (d) "Date of Completion" means August 15, 2014; (e) "MOE" means the Ministry of the Environment; (f) "Municipal Responsibility Agreements" mean the Municipal Responsibility Agreement entered into between the Township and Azurix and the Sewer Responsibility Agreement entered into between the Township and AWS; (g) "Party' means Skyline or the Township and "Parties" means both Skyline and the Township'; (h) "Services" mean the sewage services supplied by the WWTP; (i) "Skyline" means Skyline Utility Services Inc.; Q) "Tetra Tech Report" means the Report to Skyline Utility Services Inc. from TetraTech entitled "Horseshoe Valley Resort WWTP — Summary of Recommended Upgrades" dated January 14, 2013; (k) "Township" means The Corporation of the Township of Oro-Medonte; [DHP 00368758 15] 2 Page 21 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... (1) "Upgrades" means the upgrades to the WWTP comprising the influent screens, SCADA upgrades and SBR mixing all as set out in sections 2.2, 2.3 and 2.5, respectively, of the Tetra Tech Report, and as outlined in the agreement between Skyline and Western Mechanical Electrical Millwright Services Ltd.; (m) "Users" means the persons and properties who are provided sewage services from the WWTP as set out in Schedule "A"; (n) "WWTP" means the Horseshoe Valley Resort Waste Water Treatment Plant. TRANSFER 2. The Parties agree as follows: (a) Skyline shall transfer the WWTP to the Township for a nominal consideration of ONE DOLLAR ($1.00), the receipt and sufficiency whereof is hereby acknowledged by the Township; (b) the Township shall, upon passage of one or more by-laws to constitute the WWTP as a municipal capital facility and to impose fees and charges for wastewater services upon the Users, re-convey the WWTP to Skyline (which Skyline shall accept) for a nominal consideration of ONE DOLLAR ($1.00), the receipt and sufficiency whereof is hereby acknowledged by Skyline. OPERATION AND ADMINISTRATION 3_ Notwithstanding the transfer of the WWTP to the Township, Skyline covenants and agrees that it shall remain solely and wholly responsible for the operation and administration of the WWTP and the provision of services to Users without interruption. Skyline further covenants and agrees that, following the enactment of the fees and charges by-law, the operation of the WWTP shall not be discontinued for non-payment of fees and charges, or for any other reason, without the express written consent of the Township. MAINTENANCE AND REPAIR 4. Skyline covenants and agrees to be solely and wholly responsible for all maintenance and repairs of the WWTP, including all repairs and rectifications that may be necessary in order to ensure its continued and future operation in compliance with all federal, provincial and municipal laws and requirements in accordance with the Municipal Responsibility Agreements. UPGRADES 5_ Skyline covenants and agrees to commence the Upgrades to the WWTP no later than May 19, 2014 and to complete the Upgrades no later than the Date of Completion. Should Skyline fail to satisfy either of the aforementioned requirements by the above- noted dates, Skyline hereby grants the Township a right of entry onto its lands to undertake and complete the Upgrades. Without limiting the generality of the foregoing, [DHP 00368758 151 3 Page 22 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... Skyline agrees that the Township shall be entitled to avail itself of the authority to undertake remedial action as set out in section 446 of the Municipal Act, 2001. The Parties acknowledge that a technical amendment to the Certificate of Approval for the WWTP was requested by the MOE to include the Upgrades and that the MOE has not yet processed or executed the technical amendment. The Parties agree that any delay resulting from the MOE not having processed and executed the technical amendment will be grounds to extend the Date of Completion and the Parties agree to act reasonably in extending the Date of Completion in such circumstances. LETTER OF CREDIT 6. Skyline agrees to file with the Township, upon the execution of this Agreement, an irrevocable letter of credit issued from a Canadian Chartered Bank that is satisfactory in form to the Township's Treasurer in the amount of$515,896.00. Skyline agrees that the Township shall be entitled to draw upon said letter of credit to the extent that it deems to be-appropriate, in its sole and absolute discretion, should Skyline fail to carry out and complete the Upgrades to the WWTP as set out in this Agreement. The Township shall return the letter of credit to Skyline's issuing financial institution once the Upgrades are completed in accordance with this Agreement. FEES & CHARGES 7. Upon the WWTP being declared by Council resolution to constitute a municipal capital facility within the meaning of O. Reg. 603/06, the Township acknowledges that it will have the authority to impose fees and charges on the Users for the costs payable for the Services provided to them on behalf of the Township and to collect such fees and charges. Upon the authorization of the Council, the Township shall impose fees and charges, which may increase from time to time, on the Users who receive Services from the WWTP in such amounts as may be permitted pursuant to Part XII of the Municipal Act, 2001, such fees and charges to comprise costs related to: (a) operation of the WWTP; (b) immediately-required maintenance and repair of the WWTP; (c) funds to be set aside in a reserve fund for future upgrades, improvements, repairs and maintenance; (d) administrative costs incurred by the Township and Skyline. REMITTANCE OF PORTION OF FEES & CHARGES TO SKYLINE & A portion of the fees and charges collected by the Township pursuant to Section 7 (being the portion related to operating and administrative costs of Skyline) shall be remitted to Skyline on a quarterly basis on the following dates: (i) February 28 (ii) May 31 [DHP 00368758 15] 4 Page 23 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... (iii) August 31 (iv) November 30 The Township makes no representations as to any amounts collected being sufficient or satisfactory to reimburse Skyline in full for any costs incurred by Skyline. If any fees and charges are not collected, the Township shall transfer the balance owing to the tax roll of the properties to which Services have been supplied pursuant to section 398 of the Municipal Act, 2001 and collect same in accordance with the provisions thereof. RESERVE FUND 9. The Township shall establish a reserve fund pursuant to the Municipal Act, 2001 whereby a portion of the fees and charges collected shall be deposited in order to pay for future upgrades, improvements, repairs and maintenance to the WWTP. Skyline shall be entitled to seek funds from the reserve fund in accordance with the terms of Article 7 of the Municipal Responsibility Agreement. SKYLINE'S ACKNOWLEDGMENTS 10. Skyline acknowledges as follows: (a) that its existing Municipal Responsibility Agreements with the Township will remain fully in force and shall continue to apply until such time as said agreements are amended or terminated. The Parties agree that this Agreement applies in the event of a conflict between this Agreement and the provisions of the Municipal Responsibility Agreements pertaining to the collection of fees and charges and, specifically, section 9.1 of the Municipal Responsibility Agreement; (b) that the Township will undertake an Environmental Assessment/Master Environmental Servicing Plan process with respect to the current and future waste water servicing needs for the Township and that Skyline shall cooperate, as necessary, with respect to the Township's efforts as they relate to the Horseshoe Valley Corridor provided that nothing shall be interpreted as committing Skyline to being involved with any process that extends to the Township at large or to other areas of the Township. NO FETTERING OF COUNCIL'S DISCRETION 11. Notwithstanding any other provisions of this Agreement, the Parties hereto agree with each other that none of the provisions of this Agreement (including any statement of the Parties' intentions) are intended to operate, nor shall have the effect of operating, in any way to fetter the discretion of the Council which authorizes the execution of this Agreement or any of the Township's successor councils in the exercise of any of Council's discretionary powers, duties or authorities, including the enactment of any fees and charges by-laws. Skyline acknowledges that it will not obtain any preferential or advantageous consideration or treatment by the Council or the Township by virtue of it having entered into this Agreement. [DHP 00368758 15] 5 Page 24 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... NOTICE 12 Any notice required to be provided by this Agreement shall be provided by either Party to the other by pre-paid postage delivery or by email to the person and to the addresses set out below: (a) to Skyline- Skyline Utility Services Inc. 90 Eglinton Avenue East, Suite 800 Toronto, ON M4P 2Y3 Attention: Kevin Toth, President & C.O.O, Skyline Hotels & Resorts, Email: kevint@skylineinvestments.com (b) to the Township: The Corporation of the Township of Oro-Medonte 148 Line 7 South Oro-Medonte, ON LOL 2E0 Attention: Robin Dunn, Chief Administrative Officer Email: rdunn@oro-medonte.ca Any notice forwarded by pre-paid postage mail shall be deemed to have been received by the receiving Party five (5) days from the date of posting. INDEMNIFICATION 13. Skyline covenants and agrees to well and truly save, defend and keep harmless and fully indemnify the Township and each of its elected officials, officers, employees and agents of, from and against all manner of actions, suits, claims, executions and demands which may be brought against or made upon the Township, except where caused by the wilful misconduct or negligence of those being indemnified herein, its elected officials, officers, employees and agents or any of them and of, from and against all loss, costs, charges, damages, liens and expenses which may be sustained, incurred or paid by the Township, its elected officials, officers, employees and agents, or any of them, by reason of, or on account of, or in consequence of the fulfilment by Skyline of its obligations under this Agreement including the default or breach by Skyline of its obligations under this Agreement or by reason of any negligence or wilful default of Skyline, its officers, employees, agents or persons acting under its direction in connection with Skyline's obligations hereunder. Skyline will pay to the Township and to each such elected official, officer, employee or agent on demand any loss, costs, damages and expenses which may be sustained, incurred or paid by the Township or by any of its elected officials, officers, employees and agents in consequence of any such action, suit, claim, lien, execution or demand and any monies paid or payable by the Township or any of its elected officials, officers, employees or agents in settlement of or in discharge or on account thereof. 6 Page 25 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... COOPERATION & INFORMATION 14. The Parties will cooperate with one another and agree to provide such information that either Party may deem necessary and appropriate in order to carry out the matters contemplated by this Agreement. The Parties agree that at all times and from time to time hereafter upon every reasonable written request to do so, they shall make, execute, deliver or cause to be made, done, executed and delivered, all such further acts, deeds, assurances and things as may be required for more effectively implementing and carrying out the true intent and meaning of this Agreement. JURISDICTION TO ENTER INTO THIS AGREEMENT 15. This Agreement is entered into by the Parties as an agreement contemplated by section 110 of the Municipal Act, 2001. It is agreed and acknowledged by the Parties hereto that each is satisfied as to the jurisdiction of the other to enter into this Agreement and the authority of the-Township to enact the By-law. Skyline acknowledges and agrees that it shall not question the jurisdiction of the Township to enter into this Agreement nor question the legality of any portion thereof, and, likewise, the Township agrees that it shall not question the jurisdiction of Skyline to enter into this Agreement nor question the legality of any portion hereof. The Parties hereto and their respective successors, assigns and sub-lessees are and shall be estopped from challenging the jurisdiction of the other Party to enter into this Agreement in any proceeding before a Court of competent jurisdiction. APPLICABLE LAWS 16. This Agreement shall be governed by the law of the Province of Ontario and nothing in this Agreement shall relieve the Parties from compliance with all applicable federal, provincial or municipal laws having jurisdiction over the WWTP or the subject matter of this Agreement. ENUREMENT 17. The Parties agree that this Agreement shall be enforceable by and against them as well as their administrators, successors and assigns. ENTIRE AGREEMENT 18. This Agreement, together with the Municipal Responsibility Agreements, expresses the final agreement between the Parties hereto with respect to all matters herein and its execution has not been induced by, nor do any of the Parties hereto rely upon or regard as material any representations or promises whatsoever not incorporated herein or made a part hereof. Any alteration, amendment or qualification to this Agreement shall be of no force or effect and shall not be binding upon either Party hereto unless made in writing and signed by both Parties. Nothing herein shall limit or restrict the Parties from entering into any subsequent agreements relating to the subject matter of this Agreement. [DHP 00368758 15] 7 Page 26 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... WAIVER 19. The failure of any Party to this Agreement to enforce at any time any of the provisions of this Agreement or any of its rights in respect thereto or to insist upon strict adherence to any term of this Agreement shall not be considered to be a waiver of such provision, right or term or in any way to affect the validity of this Agreement or deprive the applicable Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver by any Party of the performance of any of the provisions of this Agreement shall be effective only if it is in writing and signed by a duly authorized representative of such Party. HEADINGS 20. The headings in this Agreement are solely for convenience or reference and shall not affect the interpretation nor be deemed to define, limit or construe the contents of any provision of this Agreement. SEVERABILITY 21. If any provision of this Agreement is determined by a Court of competent jurisdiction or any administrative tribunal to be illegal or beyond the power, jurisdiction or capacity of any Party bound hereby, such provision may be severed from this Agreement and the remainder of this Agreement shall continue in full force and effect provided both Parties agree whereby they shall negotiate in good faith to amend this Agreement in order to implement the intentions as set out in the severed portion and in this Agreement. IN WITNESS WHEREOF the Parties hereto have hereunto affixed their corporate seals duly attested by the hands of their proper signing officers in that behalf. SIGNED, SEALED AND DELIVERED SKYLINE UTILITY SERVICES INC. Name: Title c/s Name: Title: I/We have authority to bind the corporation. [DHP 00368758 15] 8 Page 27 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE H.S. Hughes, M 11 or i Robin unn, Chief A M nistrative Officer s Page 28 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... SCHEDULE "A" LIST OF USERS Development Name Assessment Roll # # of Units/Lots Carriage Hills Phase 1 4346-010-002-03550 52 units Carriage Hills Phase 2 4346-010-002-03580 52 units Carriage Hills Phase 3 4346-010-002-03540 68 units Carriage Hills Recreation Centre 4346-010-002-03550 12 units Carriage Ridge Phase 4 4346-010-002-03320 78 units Carriage Ridge Recreation Centre 4346-010-002-03320 8 units Horseshoe Resort 4346-010-002-03500-0000 80 units Horseshoe Resort 4346-010-002-03501-0000 102 units Horseshoe Lodges 4346-010-002-03502 40 units Landscapes Phase 1 (Plan M-741) 4346-010-002-21700 66 lots 4346-010-002-21702 4346-010-002-21704 4346-010-002-21706 4346-010-002-21708 4346-010-002-21710 4346-010-002-21712 4346-010-002-21716 4346-010-002-21718 4346-010-002-21720 4346-010-002-21722 4346-010-002-21724 4346-010-002-21726 4346-010-002-21728 4346-010-002-21730 4346-010-002-21732 4346-010-002-21734 4346-010-002-21736 4346-010-002-21738 4346-010-002-21740 4346-010-002-21742 4346-010-002-21744 4346-010-002-21746 4346-010-002-21748 4346-010-002-21750 4346-010-002-21752 4346-010-002-21754 4346-010-002-21758 4346-010-002-21760 4346-010-002-21762 4346-010-002-21764 [DHP 00368758 151 10 Page 29 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... 4346-010-002-21766 4346-010-002-21768 4346-010-002-21770 4346-010-002-21774 4346-010-002-21776 4346-010-002-21778 4346-010-002-21780 4346-010-002-21782 4346-010-002-21784 4346-010-002-21786 4346-010-002-21788 4346-010-002-21790 4346-010-002-21792 4346-010-002-21794 4346-010-002-21798 4346-010-002-21800 4346-010-002-21802 4346-010-002-21804 4346-010-002-21806 4346-010-002-21808 4346-010-002-21810 4346-010-002-21812 4346-010-002-21814 4346-010-002-21816 4346-010-002-21818 4346-010-002-21820 4346-010-002-21822 4346-010-002-21826 4346-010-002-21828 4346-010-002-21830 4346-010-002-21832 4346-010-002-21834 4346-010-002-21836 4346-010-002-21838 4346-010-002-21840 HV Lands Phase 2A(Plan M-981) 4346-010-002-21842 16 lots 4346-010-002-21844 4346-010-002-21846 4346-010-002-21848 4346-010-002-21850 4346-010-002-21852 4346-010-002-21854 4346-010-002-21856 4346-010-002-21858 4346-010-002-21860 4346-010-002-21862 4346-010-002-21864 4346-010-002-21866 4346-010-002-21868 4346-010-002-21870 4346-010-002-21872 [DHP 00368758 151 11 Page 30 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... Heights of Horseshoe Townhouses— 4346-020-010-00411 24 units Phase 1 4346-020-010-00412 4346-020-010-00413 4346-020-010-00414 4346-020-010-00415 4346-020-010-00416 4346-020-010-00417 4346-020-010-00418 4346-020-010-00419 4346-020-010-00420 4346-020-010-00421 4346-020-010-00422 4346-020-010-00423 4346-020-010-00424 4346-020-010-00425 4346-020-010-00426 4346-020-010-00427 4346-020-010-00428 4346-020-010-00429 4346-020-010-00430 4346-020-010-00431 4346-020-010-00432 4346-020-010-00433 4346-020-010-00434 [DHP 00368758 151 12 Page 31 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... SCHEDULE "B" AMENDMENT See attached. 8 Page 32 of 155 6.a) 2021-115: A B to arr�ind qy-I �2y1 O7�l tn�5 B`�la�w to Auth... AMENDING AGREEMENT THIS AGREEMENT made this day of A* 2015. BETWEEN: SKYLINE UTILITY SERVICES INC. ("Skyline") - and - THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE ("Township") WHEREAS: (a) Skyline and the Township entered into a Municipal Capital Facility Agreement dated May 21, 2014 (the "Agreement") pursuant to section 110 of the Municipal Act, 2001, S.O. 2001, c. 25; (b) Skyline and the Township seek to update the list of Users who are provided sewage services from the WWTP as set out in Schedule "A"; (c) Skyline and the Township have agreed to modify Schedule "A"; NOW THEREFORE WITNESSETH that in consideration of the covenants and premises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto covenant and agree with each other as follows: 1. Prior Agreement That except to the extent that the provisions may be expressly or by necessary implication be modified by the provisions of this Amending Agreement, all of the terms and conditions of the Agreement will remain in full force and effect. 2. Revised Provisions That Schedule "A" of the Agreement, entitled "List of Users", is deleted in its entirety and is replaced by the Schedule "A" as attached to this Amending Agreement. Page 33 of 155 6.a) 2021-115, A By-law to ame2d By-law 2014-075, being A By-law to Auth... IN WITNESS WHEREOF the Parties hereto have hereunto affixed their corporate seals duly attested by the hands of their proper signing officers in that behalf. SIGNED, SEALED AND DELIVERED SKYLINE UTILITY SERVICES INC. 'A/4,�/4 c/s Name: Michael §neyd Title: Chief Executive Officer I have authority to bind the corporation. THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE H.S. 4as1n, ayor J. ou Page 34 of 155 6.a) 2021-115, A By-law to amegd By-law 2014-075, being A By-law to Auth... SCHEDULE "A" LIST OF USERS Development Name Assessment Roll # # of Units/Lots Carriage Hills Phase 1 4346-010-002-03550 52 units Carriage Hills Phase 2 4346-010-002-03580 52 units Carriage Hills Phase 3 4346-010-002-03540 68 units Carriage Hills Recreation Centre 4346-010-002-03550 12 units Carriage Ridge Phase 4 4346-010-002-03320 78 units Carriage Ridge Recreation Centre 4346-010-002-03320 8 units Horseshoe Resort 4346-010-002-03500-0000 80 units Horseshoe Resort 4346-010-002-03501-0000 102 units Horseshoe Lodges 4346-010-002-03502 40 units Landscapes Phase 1 (Plan M-741) 4346-010-002-21700 66 lots 4346-010-002-21702 4346-010-002-21704 4346-010-002-21706 4346-010-002-21708 4346-010-002-21710 4346-010-002-21712 4346-010-002-21716 4346-010-002-21718 4346-010-002-21720 4346-010-002-21722 4346-010-002-21724 4346-010-002-21726 4346-010-002-21728 4346-010-002-21730 4346-010-002-21732 4346-010-002-21734 4346-010-002-21736 4346-010-002-21738 4346-010-002-21740 4346-010-002-21742 4346-010-002-21744 4346-010-002-21746 4346-010-002-21748 4346-010-002-21750 4346-010-002-21752 4346-010-002-21754 4346-010-002-21758 4346-010-002-21760 4346-010-002-21762 4346-010-002-21764 Page 35 of 155 6.a) 2021-115, A By-law to ame4d By-law 2014-075, being A By-law to Auth... 4346-010-002-21766 4346-010-002-21768 4346-010-002-21770 4346-010-002-21774 4346-010-002-21776 4346-010-002-21778 4346-010-002-21780 4346-010-002-21782 4346-010-002-21784 4346-010-002-21786 4346-010-002-21788 4346-010-002-21790 4346-010-002-21792 4346-010-002-21794 4346-010-002-21798 4346-010-002-21800 4346-010-002-21802 4346-010-002-21804 4346-010-002-21806 4346-010-002-21808 4346-010-002-21810 4346-010-002-21812 4346-010-002-21814 4346-010-002-21816 4346-010-002-21818 4346-010-002-21820 4346-010-002-21822 4346-010-002-21826 4346-010-002-21828 4346-010-002-21830 4346-010-002-21832 4346-010-002-21834 4346-010-002-21836 4346-010-002-21838 4346-010-002-21840 HV Lands Phase 2A (Plan M-981) 4346-010-002-21842 16 lots 4346-010-002-21844 4346-010-002-21846 4346-010-002-21848 4346-010-002-21850 4346-010-002-21852 4346-010-002-21854 4346-010-002-21856 4346-010-002-21858 4346-010-002-21860 4346-010-002-21862 4346-010-002-21864 4346-010-002-21866 4346-010-002-21868 4346-010-002-21870 4346-010-002-21872 Page 36 of 155 6.a) 2021-115, A By-law to amegd By-law 2014-075, being A By-law to Auth... Heights of Horseshoe Townhouses — 4346-020-010-00411 24 units Phase 4346-020-010-00412 4346-020-010-00413 4346-020-010-00414 4346-020-010-00415 4346-020-010-00416 4346-020-010-00417 4346-020-010-00418 4346-020-010-00419 4346-020-010-00420 4346-020-010-00421 4346-020-010-00422 4346-020-010-00423 4346-020-010-00424 4346-020-010-00425 4346-020-010-00426 4346-020-010-00427 4346-020-010-00428 4346-020-010-00429 4346-020-010-00430 4346-020-010-00431 4346-020-010-00432 4346-020-010-00433 4346-020-010-00434 Horseshoe Ridge 3A 434601000216421 57 lots 434601000216422 434601000216423 434601000216424 434601000216425 434601000216426 434601000216427 434601000216428 434601000216429 434601000216430 434601000216431 434601000216432 434601000216433 434601000216434 434601000216435 434601000216436 434601000216437 434601000216438 434601000216439 434601000216440 434601000216441 434601000216442 434601000216443 434601000216444 434601000216445 434601000216446 434601000216447 434601000216448 434601000216449 434601000216450 Page 37 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... 434601000216451 434601000216452 434601000216453 434601000216454 434601000216455 434601000216456 434601000216457 434601000216458 434601000216459 434601000216460 434601000216461 434601000216462 434601000216463 434601000216464 434601000216465 434601000216466 434601000216467 434601000216468 434601000216469 434601000216470 434601000216471 434601000216472 434601000216473 434601000216474 434601000216475 434601000216476 434601000216477 434601000216478 9 units Blk 58- Bldg G, Units 54, 55, 56 Blk 58- Bldg H, Units 57, 58, 59 Blk 58- Bldg I, Units 60, 61 &62 9 units 434601000216479 Blk 59- Bldg A, Units 9, 10, 11 Blk 59- Bldg B, Units 12, 13, 14 Blk 59- Bldg C, Units 15, 16, 17 9 units 434601000216480 Blk 60- Bldg D, Units 18, 19, 20 Blk 60- Bldg E, Units 21, 22, 23 Blk 60- Bldg F, Units 24, 25, 26 434601000216481 3 lots 434601000216482 434601000216483 23653955.1 Page 38 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... SCHEDULE "C" ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT TO ASSIGNMENT OF AGREEMENT BETWEEN THE ASSIGNOR, THE ASSIGNEE AND THE TOWNSHIP FOR THE MUNICIPAL RESPONSIBILITY AGREEMENT AND THE 2008 ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT TO ASSIGNMENT OF AGREEMENT See attached. W SLEGAL\074439\00038\28787743v 1 9 Page 39 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... ASSIGNMENT AND ASSUMPTION AGREEMENT and CONSENT TO ASSIGNMENT OF AGREEMENT This Agreement and Consent are made as of the day of ) 2021, AMONG: SKYLINE INVESTMENTS INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the "Assignor") OF THE FIRST PART; - and- HSV GP INC., a corporation incorporated under the laws of the Province of Ontario, acting as general partner of HSV LIMITED PARTNERSHIP, a limited partnership formed 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 of the construction and operation of certain sewage treatment facility. A copy of said Municipal Responsibility Agreement is Schedule "A" to the 2008 Assignment Agreement, defined below and 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 American Water Canada Corp.; AND WHEREAS American Water Canada Corp., the Assignor and the Township have entered into an agreement dated July 11, 2008 to transfer American Water Canada Corp's interest in the Municipal Responsibility Agreement to Skyline Utility Services Inc. (predecessor in interest to the Assignor) (the "2008 Assignment Agreement"), a copy of which is attached as Schedule I'All. Page 40 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... AND WHEREAS the Assignee has agreed to purchase the Lands and Facility from the Assignor and/or one of its affiliates, which purchase is expected to be completed on or around November 1, 2021; 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 Assignor 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 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 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 of registration of the transfer of the Lands to the Assignee (the 'Effective Date"). 3. Assignment and Assumption. The Assignor hereby assigns, transfers, sets over and conveys its interest in the Municipal Responsibility Agreement and the 2008 Assignment 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 as of the Effective Date, and covenants and agrees to assume all of the obligations of the Assignor under the Agreement arising with respect to the period from and after the Effective Date, 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 2.1(a) and (b) of the Municipal Responsibility Agreement. 5. Assignee's Representations. The Assignee hereby represents and warrants in favour of the Assignor and the Township that: (a) it is a corporation formed, validly existing and in good standing under the laws of the Province of Ontario, acting as general partner of HSV Limited Partnership, a limited partnership formed, 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 Responsibility Agreement, the 2008 Assignment Agreement and this Agreement and Consent; 2 Page 41 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... (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; and (c) on the Effective Date it will be the legal and beneficial owner of 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 and the 2008 Assignment 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 for consent to any further transfer of the Facility or the Municipal Responsibility 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 and the 2008 Assignment Agreement and except for any amendments to the Municipal Responsibility Agreement and the 2008 Assignment Agreement agreed to by all of the parties hereto. 7. Township's Representations and 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; (b) it has obtained all approval, authorization, order or consent of, or declaration, registration or filing with, any governmental authority that is required for the valid execution and delivery by the Township of this Agreement and Consent, including any approval required pursuant to the Ontario Land Tribunal Act, 2021, S.O. 2021, c. 4, Sched. 6, and it has or will enact any bylaws give effect to this Agreement and Consent; (c) the Township repeats and restates the covenants and agreements contained in sections 4.1(a) to and including (c) of the Municipal Responsibility Agreement; and (d) the Township hereby releases the Assignor from its obligations under the Municipal Responsibility Agreement and the 2008 Assignment Agreement arising with respect to the period from and after the Effective Date. 8. Acknowledgments and Ame ndme nts. (a) The parties confirm and agree that this Agreement and Consent and the assumption provisions contained herein constitute the agreement contemplated by section 14.2 of the Municipal Responsibility Agreement. 3 Page 42 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... (b) The parties acknowledge and agree that the existing Certificate of Approval issued by the Ministry in respect of the Facility can only be amended to denote the Assignee as the holder of the Certificate of Approval once title to the Facility has been transferred to the Assignee; and the Assignor and Assignee hereby undertake, covenant and agree to use commercially reasonable efforts to amend the Certificate of Approval as aforesaid forthwith after closing of the purchase and sale of the Lands and to provide the Township with a copy of any acknowledgement or confirmation by the Ministry with respect to the assignment of the Certificate of Approval forthwith upon receipt of same. (c) 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 8(d) of the 2008 Assignment Agreement ("Letter of Credit"). The parties agree that the Assignor will leave the Letter of Credit in place from and after the Effective Date to be available for use by the Township in accordance with the Municipal Responsibility Agreement and the 2008 Assignment Agreement, for a period of time not to exceed 65 days after the Effective Date, at which time the Assignee shall provide the Township with a replacement letter of credit in the amount of $363,600 in substantially the same form, or shall have deposited with the Township cash in the amount of $363,600, in either case, as replacement financial assurance, at which time, the Township shall promptly return the Assignor's Letter of Credit to the Assignor. The Township acknowledges and agrees that if the Assignee deposits cash with the Township as replacement financial assurance pursuant hereto, such cash, plus any interest earned by the Township on such cash deposit, shall be returned promptly to the Assignee upon the provision of a replacement letter of credit by the Assignee in the amount of $363,600 in substantially the same form. If the Assignor's Letter of Credit is not replaced or if cash in the amount of $363,600 is not provided within 65 days following the Effective date, the Township maintains the right to draw upon the Assignor's Letter of Credit in accordance with the Municipal Responsibility Agreement and the 2008 Assignment Agreement if necessary until such time as the Assignor's Letter of Credit is replaced by either a letter of credit from the Assignee or cash in the same amount. (d) The parties confirm and agree that the Assignee, as owner of the Lands and Facility, will obtain insurance to its interest in and responsibility with respect of the Facility and Lands, which policies 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 alia, the Township. (e) Section 15.1 of the Municipal Responsibility Agreement is hereby amended by deleting therefrom the notice information for the Assignor and inserting instead the following notice information for the Assignee: 4 Page 43 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... HSV GP Inc. 1101 Horseshoe Valley Road Comp. 10, RR 91 Barrie, Ontario, Canada L4M4Y8 Attention: VP Operations and Development (f) The parties confirm and agree that all other terms of the Municipal Responsibility Agreement and the 2008 Assignment Agreement remain in full force and effect, unamended. 9. Ge ne ral. (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 and the 2008 Assignment 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 and the 2008 Assignment 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. IN WITNESS WHEREOF the parties hereto have executed this Agreement and Consent as of the date above first written. 5 Page 44 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... SKYLINE INVESTMENTS INC. (Assignor) Per: Name: Title: Per: Name: Title: I/We have the authority to bind the Corporation. HSV GP INC., acting as general partner of HSV LIMITED PARTNERSHIP (Assignee) Per: Name: Title: I have the authority to bind the Corporation. 6 Page 45 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... THE TOWNSHIP OF ORO-MEDONTE (Township) Per: Name: Title: Per: Name: Title: UWe have the authority to bind the Corporation. 7 Page 46 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... SCHEDULE "A" 2008 ASSIGNMENT AGREEMENT See attached. W S LEGAL\074439\00038\28738091v3 8 Page 47 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... 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 FART; - 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 30,2041 (the"Municipal Responsibility Agreement)in respect of the 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 Assignor; 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 Page 48 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... 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 Assignor 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 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 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 of registration 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 over 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 2.1(a) and (b)of the Municipal Responsibility 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 Municipal Responsibility Agreement and this Agreement and. Consent; Page 49 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... 3 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; 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 for 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, co-venants 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(c) 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 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 Municipal Responsibility Agreement (collectively, the "Liabilities"),which Liabilities are hereby assumed by the Assignee. Page 50 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... 4 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 14.2 of the Municipal Responsibility Agreement. 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 mutatis mutandis. 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 3.1(d)of the 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 9.1 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 alia, the Township. g) The Municipal Responsibility Agreement is hereby amended. by deleting therefrom section 14.1. Page 51 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... 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 Camp. 10, RR#1 Barrie, Ontario, Canada L4M 4Y8 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 saute 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. Page 52 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... 6 IN WITNESS WHEREOF the parties hereto have executed this Agreement and Consent as of the date above first written. AMERICAN_E C A RP., (Assignor) Per: Title: it"t /r�fr cS e. Per: Name: Title: 1/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 (Township) Per: Nance: Title: Per: Name: Title: UWe have the authority to bind the Corporation. Page 53 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... 6 IN WITNESS WHEREOF the parties hereto have executed this Agreement and Consent as of the date above first written. AMERICAN WATER CANADA CORP., (assignor) Per. Name: Title: Per: Name: Title: I/We have the authority to bind the Corporation. SKYLINE UTILITY SERVICES INC. (assignee) Per: Name: Rk m ',t rj Title: C I have the authority to bind the Corporation. THE TOV6'NSHIP OF ORO-MEDONTE (Township) Per: Name: Title: Per: Name: Title: IfWe have the authority to bind the Corporation. Page 54 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... 6 IN WITNESS WHEREOF the parties hereto have executed this Agreement and Consent as of the date above first written. AMERICAN WATER CANADA CORP., (Assignor) Per: Name. Title: Per: Name: Title: UWe have the authority to bind the Corporation. SKYLINE UTI LITY SERVICES INC. (Assignee) Per: Name: Title: I have the authority to bind the Corporation. THE TOWNSHIP OF ORO-MEDONTE (Township) Per 4aingie:H. .4 Hu es Title: Mayfl /me: o glas Irwin itIe: C1e - I/We have the authority to hind the Corporation. Page 55 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... scf-[};DULL A See attached. Page 56 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... f f 1arosfai-s THIS AGREEMENT made this 30 day of September, 2001. i BETWEEN: THE TOWNSHIP OF ORO MEDONTE € (herein called the "Township") OF-THE-FIRST PART - and - AZURIX NORTH AMERICA(CANADA) CORP. (herein called "Azurix") OF THE SECOND PART f WHEREAS Azurix owns, operates and manages water and wastewater assets, offers water-related services and develops and manages water resources worldwide;. AND WHEREAS Azurix is the owner of certain lands described and depicted in Schedule "A" hereto (the "Lands",), on which is located a sewage treatment facility described in Schedule "B" hereto (the "Original Facility"); i AND WHEREAS Horseshoe Resort Corporation (the "Developer") owns certain lands in close proximity to the Lands, on which the Developer has developed a resort, including hotel, restaurant and condominium facilities (the "Development") and intends to further develop a residential site entailing an adult lifestyle facility (the "Adult Resort"); AND WHEREAS Azurix is currently providing sewage treatment to the Development through the Original Facility and the Developer requires the service to the Development to be E increased, as a result of the addition of the Adult Resort; i AND WHEREAS Azurix and the Developer have entered, or will enter, into an agreement (the "Contract") for the construction of, infer alia, an addition to the Original Facility as described and depicted in Schedule "C" hereto (the "Addition") and the operation, maintenance and repair of, the Original Facility and the Addition (the Original Facility and the i Addition, collectively, the "Facility"); AND WHEREAS the Township will only support the further development of the Adult Resort based on the construction and operation of the Addition and the continued operation of the Facility by Azurix; AND WHEREAS the Ministry has issued a Certificate of Approval for the Facility, a copy of which is attached hereto as Schedule"D". NOW THEREFORE for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, and the mutual covenants contained herein, the parties agree as follows: 1 9 Page 57 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth ARTICLE 1. DEFINITIONS AND INTERPRETATION 1.1 As used in this Agreement, in addition to those words and phrases already defined herein, the following words and phrases mean: a) "Arbitration Act" means the Arbitration Act, S.O. 1991, c.17, as amended or replaced from time to time; b) "Certificate of Approval" means an approval issued under the authority of the Ontario Water Resources Act, the Environmental Protection Act, the Ministry or other applicable provincial legislation for the Facility, or a portion thereof, as it may be amended, revised or reissued, and any other applicable provincial law relating to the operation or functioning of the Facility; c) "Condominium Act" means the Condominium Act 1998, S.O. 1998, c. 19, as amended or replaced from time to time; d) "Construction Lien Act" means the Construction Lien Act, R.S.O. 1990, c. C-30, as amended or replaced from time to time; e) "Director" means the director appointed by the Minister of Environment under the Environmental Protection Act or the Ontario Water Resources Act; f) "End Users" shall mean those residents of the Adult Resort who will receive and pay for wastewater services from the Facility, pursuant to a service agreement with the Developer; g) "Environmental Protection Act" means the Environmental Protection Act, R.S.O. 1990, c. E.19, as amended or replaced from time to time; h) "Letter of Credit" means the irrevocable letter of credit in the form attached hereto as Schedule "E" and in the amount of $363,000 obtained by Azurix and issued in favour of the Township to secure the operation, maintenance and management of the Facility in accordance with the terms and conditions of this Agreement; i) "Maintenance Deficiency" means any breakdown or malfunction of the equipment or structure of the Facility, in excess of twenty thousand dollars ($20,000.00) and which is not considered to be an Operational Deficiency; "Ministry" means the Ministry of the Environment for the Province of Ontario or any other agency designated by either the Province of Ontario or the Ministry of the Environment to act on its behalf; k) "Municipal Act"means the Municipal Act, R.S.O. 1990, c. M.45, as amended or replaced from time to time; 1) "Ontario Water Resources Act' means the Ontario Water Resources Act,_ R.S.O. 1990, c. 0.40, as amended or replaced from time to time; 2 Page 58 of 155 l 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... ff4 1 1 t m) "Operational Deficiency" means any operational breakdown or malfunction of the Facility that could cause the Facility not to comply with the requirements of i the Certificate of Approval and/or is a detriment to public health or the environment; n) "Planning Act"means the Planning Act, R.S.O. 1990, c. P.13, as amended or replaced from time to time; o) "Replacement Costs" means the estimated costs for replacing the Replacement Parts in any given year, as set out in Schedule"F" hereto; p) "Replacement Fund Allocation" means that portion of Revenue allocated by Azurix to be deposited into the Fund in any given year, based on the ! Replacement Costs, for the purpose of funding the Replacement Parts; p) "Replacements Parts" means those mechanical and electrical elements of the Facility as set out in Schedule "F" hereto, which may from time to time require repair or replacing; q) "Revenue" shall mean the monies collected by the Developer from the End Users for the provision of wastewater services through the operation of the Facility by Azurix, which shall ultimately be paid to Azurix by the Developer pursuant to the terms of the Contract; and l j r) "Trustee" means the treasurer appointed by the Township, from time to time, to manage the financial matters of the Township. F 1.2 The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement. 1.3 The following schedules, which are attached hereto, together with all provisions therein, are hereby made a part of this Agreement as fully and for all purposes as would be the case if they were set out in the text of this Agreement as covenants and agreements: Schedule "A"— Legal description of the Lands Schedule "B"— Description of the Original Facility Schedule "C"— Description of the Addition 3 Schedule "D"— Certificate of Approval for the Facility Schedule"E"— Form of Irrevocable Letter of Credit Schedule "F"— Reserve Fund Program 1.4 The masculine gender shall include the feminine and neuter genders, and vice versa, the word "person" shall include firms and corporations and the singular number shall include the i plural, and vice versa. ARTICLE 2. REPRESENTATION AND WARRANTIES 2.1 Azurix hereby represents and warrants as follows: f 3 Page 59 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075 being A By-law to Auth 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 this Agreement; b) it has duly authorized the execution and delivery of this Agreement and this Agreement constitutes a legal,-valid and binding obligation of Azurix, enforceable against it in accordance with its terms; C) it is the legal and beneficial owner of the Lands and the original Facility located thereon and shall be the legal and beneficial owner of the Addition once constructed. 2.2 The Township hereby represents and warrants as follows: a) it is a municipal 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 this Agreement; b) it has duly authorized the execution and delivery of this Agreement and this Agreement constitutes a legal, valid and binding obligation of the Township, enforceable against it in accordance with its terms; and c) no approval, authorization, order or consent of, or declaration, registration or filing with, any governmental authority is required for the valid execution and delivery by the Township of this Agreement, except those that have been duly obtained or made. ARTICLE 3. DUTIES AND RESPONSIBILITIES OF AZURIX 3.1 Azurix covenants and agrees that it shall: a) construct the Addition according to current acceptable engineering practices and operate, maintain, and if necessary, repair and/or replace all or part of the Facility in accordance with the operating standards and the terms and conditions contained herein; b) prepare, at its own cost, all plans, specifications, profiles, contours, and other engineering material, drawings and data required in the opinion of the Township, acting reasonably, in respect of the construction of the Addition and shall submit such plans, specifications, profiles, contours and other engineering material, drawings and data to the Township for approval; C) obtain, at its own cost, any and all approvals and licenses required in connection with the Facility and its operation; d) replace the financial assurance currently issued in favour,of the Ministry in the amount of Three Hundred and Sixty Three Thousand Dollars ($363,000),with the Letter of Credit, acceptable to the Township; e) not commence any work on the construction of the Addition until it has received a Certificate of Approval in respect of such construction and the Township's Page 60 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth approval to commence the work, provided that the Township shall act reasonably and promptly in providing such approval; prepare a contingency plan for sewage haulage in the event of a Deficiency that results in a type of failure of the Facility that requires haulage of sewage; g) prepare and provide to the Township, a copy of all reports, including any plans or specifications contained therein, in respect of the operation and maintenance of the Facility or required to be provided to the Ministry, from time to time; and h) provide to the Township, a copy of any and all documents submitted to the Ministry, including but not limited, to an operation and maintenance manual and a sludge disposal program, and a copy of any and all field orders, work orders or compliance documents issued by the Ministry, in respect of the operation and maintenance of the Facility. 3.2 Azurix acknowledges and agrees that the design and construction of the Addition and the operating standards of the Facility will be those upon which a Certificate of Approval and any orders or other requirements imposed under the Environmental Protection Act or the Ontario Water Resources Act are based, by the Ministry or together with such additional requirements as the Township may reasonably impose pursuant to any authority within its jurisdiction and responsibility. The parties agree that the Township may impose any of the terms of this Agreement as conditions for the approval of any Certificate of Approval or other approval issued by the Ministry or under the Planning Act or the Condominium Act and Azurix shall not object to or otherwise appeal the imposition of such terms as conditions to any such approval or Certificate of Approval issued to Azurix. 3.3 Azurix further acknowledges and agrees that all materials to be supplied hereunder with respect to the Facility shall be in accordance with Ontario Provincial Standards or appropriate design guidelines and if no materials are specified in any particular case, then the same shall be of good quality and appropriate in design and construction for the Facility, and shall be subject to the approval of the Township acting reasonably. 3.4 Nothing contained herein shall limit the obligation of Azurix to continue to provide reports to the Ministry in respect of the Facility, and Azurix shall be solely responsible for providing such reports to the Ministry. ARTICLE4. DUTIES AND RESPONSIBILITIES OF THE TOWNSHIP 4.1 The Township covenants and agrees that it shall: a) set up a mechanism to advise any customers of the Facility, who may inadvertently call the Township regarding complaints or issues related to the services provided by Azurix that any such complaints or matters relating to the service provided by Azurix, should be directed to:[to be determined by Azurix at a future date]; b) review within fifteen (15) days of receipt all capital expenditure plans prepared and provided by Azurix in respect of the Facility; and dr Page 61 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth c) assume responsibility for the operation of the Facility in the event of a default pursuant to Article 11 herein in which case the Township shall be entitled to call in and utilize the Letter of Credit and monies from the Fund for purposes of replacing the Replacement Parts pursuant to Article 7 herein. ARTICLE 5. THIRD PARTY ENGINEER 5.1 For the purposes of monitoring the Facility and providing comments on and approval of reports prepared by Azurix, the Township may, in its sole discretion, retain an engineer (the "Township Engineer") to perform the following: a) monitor the construction of the Addition by Azurix and provide to the Township a certificate that the construction of the Addition has been completed in accordance with the Certificate of Approval; b) monitor the operation of the Facility on an annual basis to confirm compliance with the provisions of the Certificate of Approval; C) review any and all Rectification Plans (as defined below) proposed by Azurix for any Deficiency which may arise during the term of this Agreement in respect of the condition or operation of the Facility; and d) review any and all capital expenditure plans in respect of the Facility prepared by Azurix and submitted to the Township. 5.2 Azurix hereby covenants and agrees to reimburse the Township for the costs associated with retaining the Township Engineer and performing the tasks herein, provided that such costs shall not exceed seven thousand dollars ($7,000.00) in any given year and further provided that any amount not reimbursed to the Township for any given year up to the maximum amount, shall not carry over to any subsequent years as a benefit or credit to the Township. Such amount shall be reimbursed annually up to the agreed amount of seven thousand dollars ($7,000.00). 5.3 Each of the Township and Azurix hereby acknowledges and agrees that the Township Engineer, acts solely for and in the discretion of the Township in performing his duties hereunder and the Township Engineer shall not be required to report to or act for the benefit of Azurix. ARTICLE 6. REPAIR, MAINTENANCE OR REPLACEMENT OF FACILITY 6.1 In the event the Ministry determines that an Operational Deficiency exists Azurix shall promptly notify the Township in writing (the "Deficiency Notice") of the particulars of such Operational Deficiency, which Deficiency Notice shall include any order issued by the Ministry to rectify the Operational Deficiency or Azurix's intended plan of action for rectifying the Operational Deficiency if ordered to create one by the Ministry (the 'Operational Rectification Plan"), including the minimum and maximum time period in which the Operational Rectification Plan shall be completed. Azurix shall rectify any such Operational Deficiency in accordance with the terms of the Operational Rectification Plan and upon completion, shall certify to the Township that all Operational Deficiencies have been rectified in accordance with the Operational Rectification Plan. 6 Page 62 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth 6.2 Notwithstanding any provision contained herein, the obligation of Azurix to provide a Deficiency Notice does not preclude any obligation it may have to report such Operational Deficiency to the Ministry or any other authority as required by law, and Azurix shall report the occurrence of such Operational Deficiency as required by the Ministry or any other authority. 6.3 If Azurix, the Ministry or the Township determines that the Operational Deficiency is of a type that may cause a material danger to human health, the environment or property, the Township may provide a copy of such Deficiency Notice to any public authority it deems appropriate and necessary to advise to ensure adequate protection of the public, environment or property from the effects of the Operational Deficiency. 6.4 In the event Azurix learns of, or the Township determines that a Maintenance Deficiency exists, Azurix shall promptly notify the Township of the particulars of such Maintenance Deficiency, which shall include its intended plan of action to rectify such Maintenance Deficiency (the "Maintenance Rectification Plan") and the minimum and maximum times within which such Maintenance Rectification Plan shall be completed. Azurix shall rectify such Maintenance Deficiency in accordance with the terms of the Maintenance Rectification Plan, provided that such plan has been approved by the Township or the Township Engineer, and upon completion, shall certify to the Township that the Maintenance Deficiency has been rectified in accordance with Maintenance Rectification Plan. 6.5 Azurix, at its own cost, shall obtain any and all approvals required under statute or by the Ministry to rectify the Operational Deficiency or the Maintenance Deficiency or as may be required pursuant to the Operational Rectification Plan or the Maintenance Rectification Plan, respectively. 6.6 The Township may seek the assistance of the Director in the event (a) the Township believes that a Maintenance Deficiency has occurred for which it has not received a Maintenance Rectification Plan pursuant to section 6.4 herein, or (b) the Township, acting reasonably, is not satisfied with the terms of the Operational Rectification Plan proposed by Azurix in respect of a particular Operational Deficiency and the Township and Azurix are unable to agree upon changes to the Operational Rectification Plan to satisfy the Township's concerns. The Township may request the Director to make a determination in the case of (a), that an Maintenance Deficiency has occurred requiring Azurix to prepare an Maintenance Rectification Plan and rectify the Maintenance.Deficiency accordingly, or in the case of (b), any additional measures or terms that should be included in the Operational Rectification Plan and the manner in which the rectifications should be completed. The parties acknowledge and agree that the decision of the Director shall be final and binding and that any requirement imposed by order of the Director shall be incorporated into the respective rectification plan. 6.7 Azurix shall not add to, alter or extend the Facility without advising and providing the Township with a copy of any and all such additions, alterations or extensions. In the event Azurix makes any changes to the Facility, Azurix shall provide to the Township certified updated as built" plans. ARTICLE 7. CAPITAL REPLACEMENT RESERVE FUND 7.1 Azurix and the Township shall be required for the term of this Agreement to enter into an agreement with the Trustee for the establishment and maintenance of a capital replacement reserve fund (the "Fund"). The parties hereby acknowledge and agree that Azurix shall subsidize the Fund throughout the term of this Agreement with the Replacement Fund 7 Page 63 of 155 6.a) 2021-115, A BY71aw to amend By-law 2014-075, being A By-law to Auth Allocation. Azurix hereby covenants and agrees to deposit any and all of the Replacement Fund Allocation collected by the Developer and received by Azurix into the Fund. Azurix shall ensure that the monies held by the Trustee in the Fund shall be held in an interest bearing account, which interest shall be added to the Fund. 7.2 Azurix shall be required to maintain a-sufficient amount of monies in the Fund to pay for the Replacement Costs budgeted for replacing the Replacement Parts in any given year, as set out in Schedule "F" hereto for the term of this Agreement. The parties acknowledge and agree that the Replacement Fund Allocation deposited into the Fund in any given year may exceed or be less than the amount required for the Replacement Costs for such year. The parties further acknowledge and agree that any surplus of the Replacement Fund Allocation deposited into the Fund and not expended in any given year, shall remain in the Fund and be carried forward to be applied to the Replacement Costs for the following years. The parties acknowledge and agree that under no circumstance shall Azurix be required to pay into the Fund monies other than the Replacement Fund Allocation. 7.3 Azurix shall annually update the Replacement Costs for the Replacement Parts (the "updated estimate") of the Facility and provide the Township with a copy of the updated estimate. In determining the updated estimate, Azurix shall at a minimum take into consideration, the actual cost paid to replace any Replacement Parts from the preceding year, the decreased lifespan of any of the Replacement Parts, which may require early replacement, and any fluctuation in the market for the costs of the Replacement Parts. Azurix hereby covenants and agrees to negotiate with the Developer any increase to the costs of services charged to the End Users, which may be required to subsidize any increase in the Replacement Costs resulting from the updated estimate. 7.4 Each of the parties acknowledges and agrees that the amount required to be reserved in the Fund shall be adjusted from time to time to the extent that such reserve fluctuates up or down as a result of changing costs, the updated estimate or other circumstances. 7.5 Each of the parties acknowledges and agrees that Azurix shall notify the Township in writing of its requirement to replace a Replacement Part(s) and the replacement cost associated therewith. Upon receipt of any such notice, the Township or the Township Engineer shall acknowledge in writing its consent to the replacement of such Replacement Part(s) and shall authorize the Trustee to withdraw from the Fund the amount required to replace such Replacement Part(s), upon delivery of a receipt by Azurix to the Trustee evidencing the costs of such Replacement Part(s). ARTICLE 8. ACCESS TO THE FACILITY 8.1 For purposes of inspecting the Facility on an annual basis, conducting testing of the Facility from time to time, and in cases of emergency, Azurix hereby agrees to permit and facilitate the Township and/or the Township Engineer access to the Facility during hours of operation upon the receipt of reasonable notice by Azurix, provided that notice to Azurix shall not be required in the case of an emergency necessitating access by the Township and/or the Township Engineer and further provided that Azurix shall permit and facilitate immediate access to the Facility in the case of an emergency. 8.2 Azurix hereby grants to the Township all necessary easements for the appropriate access and egress over and across the Lands for purposes of inspecting the Facility and reasonable appurtenances thereto pursuant to section 8.1. Azurix further agrees to do all acts 8 Page 64 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth or things necessary to ensure the access of the Township as may be required by the Township and/or the Township Engineer to inspect the Facility. ARTICLE 9. COLLECTION OF FEES 9.1 The parties hereby acknowledge and agree that as a private service provider, A2urix shall contract with the Developer, who will be solely responsible for issuing invoices to the End Users and collecting all fees payable under such invoices. The Township shall not be required to collect any such fees and shall have no role in the enforcement of remitting fees for services provided by Azurix. ARTICLE 10. INSURANCE 10.1 Azurix shall, throughout the term of this Agreement, at its sole cost and expense, take out and keep in full force and effect in the names of Azurix and the Township, as their respective interests may appear, the following insurance: a) insurance on the property of every description and kind owned by Azurix and located within the Facility in an amount equal to the full replacement cost thereof, without deduction for depreciation, with coverage for all major perils, including, fire and standard extended coverage, sprinkler leakages (where applicable), earthquake, flood and collapse; b) general liability coverage to a limit of$5,000,000; C) auto liability insurance coverage to a limit to $5,000,000; d) professional liability and errors and omissions insurance coverage to a limit of $5,000,000; e) environmental impairment liability coverage to a limit of$5,000,000; and f) umbrella liability coverage to a limit of the value of the full replacement cost of the Facility; 10.2 The parties acknowledge and agree that the aforementioned insurance may be subject to a loss deductible clause and that any payments for claims arising from the operation of the Facility that fall within the deductible limit are the sole responsibility of Azurix. 10.3 Azurix shall provide to the Township, certificates of insurance evidencing the insurance obtained fourteen (14) days prior to the date of commencement of the operation of the Facility. All such policies shall contain an undertaking by the insurers to notify the Township in writing not less than thirty (30) days prior to any material change, cancellation, failure to review or termination thereof. 10.4 In the event of default by Azurix to pay the premiums of such insurance, the Township shall have the right and the authority to pay such premiums on behalf of Azurix, for the purpose of ensuring the policies remain in effect. Azurix hereby agrees to reimburse the Township for any such payment made on its behalf. 9 Page 65 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth ARTICLE 11. DEFAULT 11.1 An operating default (an "Operating Default") shall be deemed to have occurred if any one or more of the following events occur: a) failure by Azurix to remedy an Operating Deficiency within the timeframe required by the Ministry or allocated by Azurix to be remedied in the Operational Rectification Plan pursuant to section 6.1 herein, which timeframe shall include any extensions granted or agreed to by the Ministry; b) failure by Azurix or its agents to comply with a condition of an order of approval issued by the Ministry with respect to the Facility within the timeframe stipulated by the Ministry, which timeframe shall include any extensions granted or agreed to by the Ministry; and c) any act or omission of Azurix or its agents which, in the opinion of the Township, acting reasonably, causes the operation and maintenance of the Facility by Azurix to be or become so faulty as to be detrimental to those persons being served by the Facility; 11.2 In the event of an Operating Default, the parties acknowledge and agree that the Facility shall be operated and maintained at the discretion of the Ministry and by such persons as the Ministry may direct. Notwithstanding the foregoing, the Township acknowledges and agrees that the Ministry may in its discretion direct that Azurix continue as the operator of the Facility despite the occurrence of an Operating Default and the Township hereby agrees that the operation of the Facility by Azurix shall continue in,accordance with any directives issued by the Ministry. If the Township is directed to or otherwise assumes the responsibility of operating the Facility as a result of an Operating Default, it may use the Letter of Credit for the operation or maintenance of the Facility. 11.3 A default (a "Default") shall be deemed to have occurred if any one or more of the following events occur: a) receipt by the Township of notice of a proposed cancellation or non-renewal of the Letter of Credit, where no replacement letter of credit or financial assurance has been provided by Azurix three (3) months prior to the cancellation or expiry of the Letter of Credit; b) receipt by the Township of notice that Azurix has ceased or threatens to cease to carry on business, whether such cessation of business be either voluntary or involuntary; C) receipt by the Township of notice of the impending insolvency of Azurix; e) failure by Azurix to meet its obligations to any third party that would affect the operation of the Facility; and failure by Azurix to remedy an Maintenance Deficiency within the timeframe allocated by Azurix to be remedied in the Maintenance Rectification Plan pursuant to section 6.4 herein, which timeframe shall include any extensions granted or agreed to by the Township. 10 IJ Page 66 of 155 I . 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth 11.4 In the event of a Default the Township shall give written notice to Azurix of the nature of the Default, and the timeframe, if applicable, within which Azurix shall be required to remedy the Default. If Azurix is unable to or fails to remedy such Default within the time frame and the manner required by the Township, the Township may, in its sole discretion, assume responsibility for the operation of the Facility and use the Letter of Credit, to effect such assumption of operations. Notwithstanding anything to the contrary, the Township acknowledges and agrees that it may not be entitled to assume responsibility for the operation of the Facility in the event of a Default pursuant to section 11.3(c), and that such responsibility may be determined by a trustee in bankruptcy. 11.5. In the event an Operating Default or Default continues twenty-four(24) months beyond the timeframe within which Azurix was required to remedy such default, Azurix shall immediately upon demand by the Township, transfer ownership of the Lands and the Facility to the Township, and do whatever acts as may be necessary to affect such transfer. In the event of such transfer, this Agreement shall terminate and neither the Township nor Azurix shall have any further obligation hereunder, with the exception of Azurix's obligation pursuant to Article 13 herein. The transfer referred to herein shall also refer to any interest Azurix may have in the Letter of Credit and the Fund. In addition, to the remedies provided herein, the Township shall have any and all remedies available to it under law for termination of this Agreement pursuant to a default. 11.6 In the event the Township is required to assume responsibility for operation of the Facility hereunder, Azurix shall assist and cooperate with the Township and/or its agents with effecting such assumption of operations, including but not limited to, providing: documentation and records relevant to the operation of the Facility: employees and/or contractors to assist in operating the Facility: and unrestricted access to the Facility. ARTICLE 12. COSTS OF ADMINISTRATION 12.1 Azurix hereby covenants and agrees to pay, in addition to the costs associated with the retention of the Township Engineer, to the Township, any and all reasonable costs associated with the negotiation and administration of this Agreement, including any and all costs charged to the Township for retaining legal counsel or other consultants, excluding the maximum amount allocated to the Township Engineer, to the maximum of ten thousand dollars ($10,000.00). For any amounts greater than such amount, the Township shall provide a copy of the invoice to Azurix for its review and approval as to payment. ARTICLE 13. INDEMNITY 13.1 Azurix agrees to indemnify and shall keep indemnified and save harmless the Township from all loss, damage, cost and expense damage, claims, demands or actions of every nature and kind whatsoever, including death or injury, arising from or in consequence of the negligent maintenance or operation of the Facility or any matter under this Agreement, whether such loss, damage, cost or expense damage, claims, demands or actions is sustained by the Township, Azurix, or their several and respective employees, workmen, servants, agents or councilors or any other person. fI Page 67 of 155 1 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... r i ARTICLE 14. TERMINATION F J' 14.1 Unless earlier terminated as a result of an Operating Default or a Default, this i Agreement shall remain in effect until such time as Azurix transfers ownership of the Facility and the Lands and/or Azurix transfers operation of the Facility to another party and the Agreement referred to in section 14.2 below is executed. 14.2 Prior to any transfer of ownership or operation of the Facility, Azurix shall have provided the Township with thirty (30) days notice of such impending transfer and shall have advised the prospective owner or operator of this Agreement and its requirement to enter into a similar agreement with the Township and such similar agreement shall have been executed by the prospective owner or operator and the Township. Notwithstanding the foregoing, nothing contained herein shall restrict Azurix from effecting any changes in corporate ownership or structure and continuing its obligations hereunder subsequent to any such change in corporate ownership or structure. ARTICLE 15. GENERAL PROVISIONS 15.1 All notices, requests, demands or other communications by the terms hereof required or permitted to be given by one party to another shall be given in writing by personal delivery or by E registered mail, postage prepaid, addressed to such other party or delivered to such other party as follows: i to the Township at: Box 100 Oro Station, ON LOL 2X0 t Attention: Township Clerk Fax: (705) 487-0133 4 r to Azurix at: 100 King Street West P.O. Box 57159, Jackson Station Hamilton, ON L8P 4X1 t Attention: F Fax: (905) 521-9613 F or at such other address as may be given by any of them to the others in writing from time to time and such notices, requests, demands or other communications shall be deemed to have j been received when delivered, if facsimile transmission three (3) business hours after transmission, or, if mailed, three (3) days after the day following the day of the mailing thereof; provided that if any such notice, request, demand or other communication shall have been j mailed and if regular mail service shall be interrupted by strikes or other irregularities, such notices, requests, demands or other communications shall be deemed to have been received three (3) days after the day following the resumption of normal mail service. 15.2 The parties hereto shall sign such further and other documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their vote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every part hereof. E i ! 12 Page 68 of 155 3 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... I 15.3 The parties hereto acknowledge and agree that this Agreement shall be registered on title to the Lands and any existing encumbrances registered on title to the Lands shall be postponed in favour of the registration of this Agreement. 15.4 Time shall be of the essence of this Agreement and of every part hereof and no extension or variation of this Agreement shall operate as a waiver of this provision. . 15.5 This Agreement constitutes the entire agreement between the parties hereto with respect to all of the matters herein and its execution has not been induced by, nor do any of the parties hereto rely upon or regard as material, any prior or concurrent representations or writings whatsoever not incorporated herein and made a part hereof. 15.6 In the event that any provision of this Agreement shall, for any reason, be determined to be invalid, illegal or unenforceable in any respect, the parties hereto shall negotiate in good faith i and agree as to such amendments, modifications or supplements of this Agreement, that to the maximum extent practicable in light of such determination, implement and give effect to the intentions of the parties as reflected herein, and the other provisions of this Agreement shall, as so amended, modified or supplemented, or otherwise affected by such action, remain in full force and effect. 15.7 This Agreement may be executed in counterparts and by fax, each of which counterpart shall be deemed an original, and all of which when executed and delivered, shall together constitute one and the same instrument. 15.8 Neither this Agreement nor any provision hereof may be changed, modified, amended or waived except by written agreement executed by each party hereto. 15.9 This Agreement shall be construed in accordance with, and governed by, the laws of the Province of Ontario. E 15.10 This Agreement and the covenants, provisions, conditions and schedules therein, shall enure to the benefit of and be binding upon the respective successors and assigns of each of the parties hereto. i IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date first written above. THE TOWNSHIP OF ORO MEDONTE AZURIX NORTH AMERICA (CANADA) CORP, f Per: N_, , � Per: Name: Name: . t Title: Mayor Title: s Per: -- /V--.) P-0 -4Per�_J_4 : Name. Name: AN-1,0 f Title: TownshipTerk Title: _ : 13 I Page 69 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... SCHEDULE "A" LEGAL DESCRIPTION OF THE LANDS 1 Part of Parcel 1-3, Section 51-MED-3, in the Township of Oro-Medonte (formerly in the Township of Medonte), in the County of Simcoe, designated as Part 1 on Plan 51 R-30017, being Part of the East Half of Lot 2, Concession 3 E r # 1 r E i it 3 IC $E f p S i I 1 `s 14 Page 70 of 155 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... i i SCHEDULE "B" DESCRIPTION OF THE ORIGINAL FACILITY • Design treatment capacity of 405 m3/day(daily average flow basis) • 300 mm diameter inlet sewer • Parshall flume for sewage flow measurement • Two concrete sequencing batch reactor basins, each 14 metres long x 4.57 metres wide and 5.6 metres deep with a top operating water level of 5 metres. Each SBR basin includes: a fine bubble aeration system, a motorized effluent decanter and a submersible waste sludge pump with piping valves and instrumentation • A covered concrete aerated sludge storage tank 9.25 metres long x 4.57 metres wide and 5.6 metres high. The aerated sludge storage tank includes a submersible sludge 3 loading pump, a submersible supernatant pump and coarse bubble air diffusers. • A covered concrete effluent tank with dimensions 9.25 metres long x 4.57 metres wide and 5.6 metres high. The effluent tank includes two submersible pumps for pumping to the filters. i • Three exfiltration ponds approximately 25 metres long x 14 metres wide A preengineered steel building 18.3 metres long x 9.86 metres wide containing an office, washroom, electrical room/laboratory, blower room, and filter room. 1 • The filter system includes two downflow continuous backwash filters each having a surface area of 1.77 square meters. • The chemical system includes two 850 gallon polyethylene storage tanks with two chemical metering pumps, piping and valves. i • The blower room contains three positive displacement blowers each with a capacity of 130 SCFM and 7.5 psig, piping and valves. 3 • The electrical room contains a motor control center for power distribution, a PLC based control panel, and instruments. 1 15 Page 71 of 155 I 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... I t SCHEDULE "C" DESCRIPTION OF THE ADDITION • design treatment capacity of 810 m3lday(daily average flow basis) • h' existing basins 14 A third sequencing batch reactor basin with dimensions to match e g { metres long x 4.57 metres wide and 5.6 metres deep with a top operating water level of 5 metres) • Two new positive displacement blowers each with capacity to match existing blowers (130 SUM and 7.5 psig) • A third continuous backwash filter with a minimum surface area of 4.65 m2 (50 sq.ft) • An inlet automatic fine screen system. • Two parallel concrete grit removal channels I 1 • A lined earthen sludge storage lagoon with approximate dimensions 12 x 15 metres i i t S t I S i S 3 t I 4 I i i i a��+s [V Page 72 of 155 i 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... 4 yy� V t SCHEQULE "D" j CERTIFICATE OF APPROVAL FOR THE FACILITY i [to be provided once issued by the Ministry] i a I f 1 s tt f t f I E t t II; i 1 f 1 l I i i J f i I 1 17 Page 73 of 155 1 1 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... SCHEDULE "E" FORM OF IRREVOCABLE LETTER OF CREDIT [see attached] i i i r A I E i i . 4 i I f i i t 98 Page 74 of 155 i i 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth THETbRoNm-DomINION BANK ILJ Jackson Square 100 King Sr.'VV. P.O Box 57 1 IS Hamilton.Ontario UP 4W9 T telephone Na 521-6519 February 7, 1997 Her Majesty the Queen in Right of Ontario as Represented by The Minister of the Environment and Energy 135 St. Clair Avenue Toronto, Ontario M4V 1P5 Re: Letter of Credit We hereby authorize you to draw on The Toronto-Dominion Bank, Jackson Square, 100 King St. West, Hamilton, Ontario for account of Philip Utilities Management Corporation, an aggregate amount of THREE HUNDRED AND SIXTY-THREE THOUSAND, SIX HUNDRED DOLLARS AND 00/100 ($363,600.00), of lawful money of Canada available by written demand for payment. Pursuant to the request of our customer, Philip Utilities Management Corporation, we hereby establish and give you an irrevocable Letter of Credit in your favour which may be drawnon ' by you at any time and from time to time upon written demand for payment made upon us by you, which demand we shall honour without enquiring whether you have a right as between yourself and our said customer to make such demands, and without recognizing any claim of our said customer. This Irrevocable Letter of Credit will continue up to the 7th day of February, 1998 and will be automatically renewed for one year on the same terms and conditions including this one for renewal unless we give you at least 60 days written notice that -it will not be so renewed and you may call for payment on the full amount outstanding under this Letter of Credit at any time prior to that date should this Irrevocable Letter of Credit not be renewed. Partial drawings are permitted. Any payment made hereunder shall be in favour of the Minister of Finance of Ontario. The amount secured by this Irrevocable Letter, of Credit may be reduced from time to time by written notice to the Bank from YOU. continued Page 75 of 155 6.a) 2021-115: A By-law to amend By-law 2014-075, being A By-law to Auth... - 2 - THE MINISTER OF THE ENVIRONMENT AND ENERGY .Any notice under the previous paragraph or any demand hereunder may be made by you or by the Assistant Deputy Minister, Regional Operations Division; the Assistant Deputy Minister, Corporate Resources Division; or such other Director as you from time to time authorize in writing. Your claim under this Letter of Credit must be in writing addressed to The Toronto-Dominion Bank, Jackson Square, 100 Ring St. West, Hamilton, Ontario, quoting our Irrevocable Letter of Credit 09-315420 dated the 7th day of February, 1997. We herby agree with you that demands made in compliance with the terms of. this credit shall be duly honoured upon presentation at this Bank. This Irrevocable Letter of Credit is issued subject to the Uniform Customs and Practice for Documentary. Credits, 1993 Revision ICC Publication No. 500. THE TORONTO-DOMINION BANK THE TORONTO-DOMINION BANK Ruth St. Aubin Rabena Bacchus Non Negotiable Manager Business Bank Securities officer t } 1 1 t i i i i i l z b Page 76 of 155 1 i i 6.a) 2021-115, A By-law to amend By-law 2014-075, being A By-law to Auth... 3 t SCHEDULE "F" RESERVE FUND PROGRAM [see attached] i i E E E f i i i i ( f k i s it i f 19 Page 77 of 155 6.b) 2021-116, A By-law to amend By-law 2001-101 , being A By-law to Auth... The Corporation of the Township of Oro-Medonte By-law No. 2021-116 A By-law to amend By-law 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 Whereas Section 23 of the Municipal Act, 2001, S.O. 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 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, on the 3rd 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: 1. That the Mayor and Clerk are hereby authorize to execute the Assignment and Assumption Agreement and Consent to Assignment of Agreement dated October 2021 for the Municipal Responsibility Agreement, said agreement attached hereto as Schedule "A" and forming part of this by-law. 2. This by-law shall take effect on the final passing thereof. By-law read a First, Second and Third time, and Passed this 29t" day of October, 2021. The Corporation of the Township of Oro-Medonte Mayor, H.S. Hughes Clerk, Y. Aubichon Page 79 of 155 6.b) 2021-116, A By-law to amend By-law 2001-101 , being A By-law to Auth... ASSIGNMENT AND ASSUMPTION AGREEMENT and CONSENT TO ASSIGNMENT OF AGREEMENT This Agreement and Consent are made as of the day of ) 2021, AMONG: SKYLINE INVESTMENTS INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the "Assignor") OF THE FIRST PART; - and- HSV GP INC., a corporation incorporated under the laws of the Province of Ontario, acting as general partner of HSV LIMITED PARTNERSHIP, a limited partnership formed 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 of the construction and operation of certain sewage treatment facility. A copy of said Municipal Responsibility Agreement is Schedule "A" to the 2008 Assignment Agreement, defined below and 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 American Water Canada Corp.; AND WHEREAS American Water Canada Corp., the Assignor and the Township have entered into an agreement dated July 11, 2008 to transfer American Water Canada Corp's interest in the Municipal Responsibility Agreement to Skyline Utility Services Inc. (predecessor in interest to the Assignor) (the "2008 Assignment Agreement"), a copy of which is attached as Schedule I'All. Page 80 of 155 6.b) 2021-116, A By-law to amend By-law 2001-101 , being A By-law to Auth... (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; and (c) on the Effective Date it will be the legal and beneficial owner of 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 and the 2008 Assignment 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 for consent to any further transfer of the Facility or the Municipal Responsibility 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 and the 2008 Assignment Agreement and except for any amendments to the Municipal Responsibility Agreement and the 2008 Assignment Agreement agreed to by all of the parties hereto. 7. Township's Representations and 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; (b) it has obtained all approval, authorization, order or consent of, or declaration, registration or filing with, any governmental authority that is required for the valid execution and delivery by the Township of this Agreement and Consent, including any approval required pursuant to the Ontario Land Tribunal Act, 2021, S.O. 2021, c. 4, Sched. 6, and it has or will enact any bylaws give effect to this Agreement and Consent; (c) the Township repeats and restates the covenants and agreements contained in sections 4.1(a) to and including (c) of the Municipal Responsibility Agreement; and (d) the Township hereby releases the Assignor from its obligations under the Municipal Responsibility Agreement and the 2008 Assignment Agreement arising with respect to the period from and after the Effective Date. 8. Acknowledgments and Ame ndme nts. (a) The parties confirm and agree that this Agreement and Consent and the assumption provisions contained herein constitute the agreement contemplated by section 14.2 of the Municipal Responsibility Agreement. 3 Page 82 of 155 6.b) 2021-116, A By-law to amend By-law 2001-101 , being A By-law to Auth... HSV GP Inc. 1101 Horseshoe Valley Road Comp. 10, RR 91 Barrie, Ontario, Canada L4M4Y8 Attention: VP Operations and Development (f) The parties confirm and agree that all other terms of the Municipal Responsibility Agreement and the 2008 Assignment Agreement remain in full force and effect, unamended. 9. Ge ne ral. (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 and the 2008 Assignment 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 and the 2008 Assignment 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. IN WITNESS WHEREOF the parties hereto have executed this Agreement and Consent as of the date above first written. 5 Page 84 of 155 6.b) 2021-116, A By-law to amend By-law 2001-101 , being A By-law to Auth... SKYLINE INVESTMENTS INC. (Assignor) Per: Name: Title: Per: Name: Title: I/We have the authority to bind the Corporation. HSV GP INC., acting as general partner of HSV LIMITED PARTNERSHIP (Assignee) Per: Name: Title: I have the authority to bind the Corporation. 6 Page 85 of 155 6.b) 2021-116, A By-law to amend By-law 2001-101 , being A By-law to Auth... THE TOWNSHIP OF ORO-MEDONTE (Township) Per: Name: Title: Per: Name: Title: UWe have the authority to bind the Corporation. 7 Page 86 of 155 6.b) 2021-116, A By-law to amend By-law 2001-101 , being A By-law to Auth... SCHEDULE "A" 2008 ASSIGNMENT AGREEMENT See attached. W S LEGAL\074439\00038\28738091v3 8 Page 87 of 155 6.b) 2021-116, A By-law to amend By-law 2001-101 , being A By-law to Auth... 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 FART; - 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 of the 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 Assignor; 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 Page 88 of 155 6.b) 2021-116, A By-law to amend By-law 2001-101 , being A By-law to Auth... 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 Assignor 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 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 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 of registration 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 over 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 2.1(a) and (b)of the Municipal Responsibility 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 Municipal Responsibility Agreement and this Agreement and. Consent; Page 89 of 155 6.b) 2021-116, A By-law to amend By-law 2001-101 , being A By-law to Auth... 3 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; 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 for 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, co-venants 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(c) 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 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 Municipal Responsibility Agreement (collectively, the "Liabilities"),which Liabilities are hereby assumed by the Assignee. Page 90 of 155 6.b) 2021-116, A By-law to amend By-law 2001-101 , being A By-law to Auth... 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 Camp. 10, RR#1 Barrie, Ontario, Canada L4M 4Y8 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 saute 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. Page 92 of 155 6.b) 2021-116, A By-law to amend By-law 2001-101 , being A By-law to Auth... 6 IN WITNESS WHEREOF the parties hereto have executed this Agreement and Consent as of the date above first written. AMERICAN_E C A RP., (Assignor) Per: Title: it"t /r�fr cS e. Per: Name: Title: 1/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 (Township) Per: Nance: Title: Per: Name: Title: UWe have the authority to bind the Corporation. Page 93 of 155 6.b) 2021-116, A By-law to amend By-law 2001-101 , being A By-law to Auth... 6 IN WITNESS WHEREOF the parties hereto have executed this Agreement and Consent as of the date above first written. AMERICAN WATER CANADA CORP., (assignor) Per. Name: Title: Per: Name: Title: I/We have the authority to bind the Corporation. SKYLINE UTILITY SERVICES INC. (assignee) Per: Name: Rk m ',t rj Title: C I have the authority to bind the Corporation. THE TOV6'NSHIP OF ORO-MEDONTE (Township) Per: Name: Title: Per: Name: Title: IfWe have the authority to bind the Corporation. Page 94 of 155 6.b) 2021-116, A By-law to amend By-law 2001-101 , being A By-law to Auth... 6 IN WITNESS WHEREOF the parties hereto have executed this Agreement and Consent as of the date above first written. AMERICAN WATER CANADA CORP., (Assignor) Per: Name: Title: Per: Name: Title: UWe have the authority to bind the Corporation. SKYLINE UTILITY SERVICES INC. (Assignee) Per: Name: Title: 1 have the authority to bind the Corporation. THE TOWNSHIP OF ORO-MEDQNTE (Township) Per• ante:H.IVHjV4es Title: Mayfl Per. erne: o glas Irwin it le: C1e _ I/We have the authority to hind the Corporation. Page 95 of 155 6.b) 2021-116, A By-law to amend By-law 2001-101 , being A By-law to Auth... f f 1arosfai-s THIS AGREEMENT made this 30 day of September, 2001. i BETWEEN: THE TOWNSHIP OF ORO MEDONTE € (herein called the "Township") OF-THE-FIRST PART - and - AZURIX NORTH AMERICA(CANADA) CORP. (herein called "Azurix") OF THE SECOND PART f WHEREAS Azurix owns, operates and manages water and wastewater assets, offers water-related services and develops and manages water resources worldwide;. AND WHEREAS Azurix is the owner of certain lands described and depicted in Schedule "A" hereto (the "Lands",), on which is located a sewage treatment facility described in Schedule "B" hereto (the "Original Facility"); i AND WHEREAS Horseshoe Resort Corporation (the "Developer") owns certain lands in close proximity to the Lands, on which the Developer has developed a resort, including hotel, restaurant and condominium facilities (the "Development") and intends to further develop a residential site entailing an adult lifestyle facility (the "Adult Resort"); AND WHEREAS Azurix is currently providing sewage treatment to the Development through the Original Facility and the Developer requires the service to the Development to be E increased, as a result of the addition of the Adult Resort; i AND WHEREAS Azurix and the Developer have entered, or will enter, into an agreement (the "Contract") for the construction of, infer alia, an addition to the Original Facility as described and depicted in Schedule "C" hereto (the "Addition") and the operation, maintenance and repair of, the Original Facility and the Addition (the Original Facility and the i Addition, collectively, the "Facility"); AND WHEREAS the Township will only support the further development of the Adult Resort based on the construction and operation of the Addition and the continued operation of the Facility by Azurix; AND WHEREAS the Ministry has issued a Certificate of Approval for the Facility, a copy of which is attached hereto as Schedule"D". NOW THEREFORE for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, and the mutual covenants contained herein, the parties agree as follows: 1 9 Page 97 of 155 6.b) 2021-116.- A By-law to amend By-law 2001-10 1 , being A By-law to Auth ARTICLE 1. DEFINITIONS AND INTERPRETATION 1.1 As used in this Agreement, in addition to those words and phrases already defined herein, the following words and phrases mean: a) "Arbitration Act" means the Arbitration Act, S.O. 1991, c.17, as amended or replaced from time to time; b) "Certificate of Approval" means an approval issued under the authority of the Ontario Water Resources Act, the Environmental Protection Act, the Ministry or other applicable provincial legislation for the Facility, or a portion thereof, as it may be amended, revised or reissued, and any other applicable provincial law relating to the operation or functioning of the Facility; c) "Condominium Act" means the Condominium Act 1998, S.O. 1998, c. 19, as amended or replaced from time to time; d) "Construction Lien Act" means the Construction Lien Act, R.S.O. 1990, c. C-30, as amended or replaced from time to time; e) "Director" means the director appointed by the Minister of Environment under the Environmental Protection Act or the Ontario Water Resources Act; f) "End Users" shall mean those residents of the Adult Resort who will receive and pay for wastewater services from the Facility, pursuant to a service agreement with the Developer; g) "Environmental Protection Act" means the Environmental Protection Act, R.S.O. 1990, c. E.19, as amended or replaced from time to time; h) "Letter of Credit" means the irrevocable letter of credit in the form attached hereto as Schedule "E" and in the amount of $363,000 obtained by Azurix and issued in favour of the Township to secure the operation, maintenance and management of the Facility in accordance with the terms and conditions of this Agreement; i) "Maintenance Deficiency" means any breakdown or malfunction of the equipment or structure of the Facility, in excess of twenty thousand dollars ($20,000.00) and which is not considered to be an Operational Deficiency; "Ministry" means the Ministry of the Environment for the Province of Ontario or any other agency designated by either the Province of Ontario or the Ministry of the Environment to act on its behalf; k) "Municipal Act"means the Municipal Act, R.S.O. 1990, c. M.45, as amended or replaced from time to time; 1) "Ontario Water Resources Act' means the Ontario Water Resources Act,_ R.S.O. 1990, c. 0.40, as amended or replaced from time to time; 2 Page 98 of 155 l 6.b) 2021-116, A By-law to amend By-law 2001-101 , being A By-law to Auth... ff4 1 1 t m) "Operational Deficiency" means any operational breakdown or malfunction of the Facility that could cause the Facility not to comply with the requirements of i the Certificate of Approval and/or is a detriment to public health or the environment; n) "Planning Act"means the Planning Act, R.S.O. 1990, c. P.13, as amended or replaced from time to time; o) "Replacement Costs" means the estimated costs for replacing the Replacement Parts in any given year, as set out in Schedule"F" hereto; p) "Replacement Fund Allocation" means that portion of Revenue allocated by Azurix to be deposited into the Fund in any given year, based on the ! Replacement Costs, for the purpose of funding the Replacement Parts; p) "Replacements Parts" means those mechanical and electrical elements of the Facility as set out in Schedule "F" hereto, which may from time to time require repair or replacing; q) "Revenue" shall mean the monies collected by the Developer from the End Users for the provision of wastewater services through the operation of the Facility by Azurix, which shall ultimately be paid to Azurix by the Developer pursuant to the terms of the Contract; and l j r) "Trustee" means the treasurer appointed by the Township, from time to time, to manage the financial matters of the Township. F 1.2 The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement. 1.3 The following schedules, which are attached hereto, together with all provisions therein, are hereby made a part of this Agreement as fully and for all purposes as would be the case if they were set out in the text of this Agreement as covenants and agreements: Schedule "A"— Legal description of the Lands Schedule "B"— Description of the Original Facility Schedule "C"— Description of the Addition 3 Schedule "D"— Certificate of Approval for the Facility Schedule"E"— Form of Irrevocable Letter of Credit Schedule "F"— Reserve Fund Program 1.4 The masculine gender shall include the feminine and neuter genders, and vice versa, the word "person" shall include firms and corporations and the singular number shall include the i plural, and vice versa. ARTICLE 2. REPRESENTATION AND WARRANTIES 2.1 Azurix hereby represents and warrants as follows: f 3 Page 99 of 155 6.b) 2021-116, A By-law to amend By-law2001-101 being A By-law toAuth 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 this Agreement; b) it has duly authorized the execution and delivery of this Agreement and this Agreement constitutes a legal,-valid and binding obligation of Azurix, enforceable against it in accordance with its terms; C) it is the legal and beneficial owner of the Lands and the original Facility located thereon and shall be the legal and beneficial owner of the Addition once constructed. 2.2 The Township hereby represents and warrants as follows: a) it is a municipal 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 this Agreement; b) it has duly authorized the execution and delivery of this Agreement and this Agreement constitutes a legal, valid and binding obligation of the Township, enforceable against it in accordance with its terms; and c) no approval, authorization, order or consent of, or declaration, registration or filing with, any governmental authority is required for the valid execution and delivery by the Township of this Agreement, except those that have been duly obtained or made. ARTICLE 3. DUTIES AND RESPONSIBILITIES OF AZURIX 3.1 Azurix covenants and agrees that it shall: a) construct the Addition according to current acceptable engineering practices and operate, maintain, and if necessary, repair and/or replace all or part of the Facility in accordance with the operating standards and the terms and conditions contained herein; b) prepare, at its own cost, all plans, specifications, profiles, contours, and other engineering material, drawings and data required in the opinion of the Township, acting reasonably, in respect of the construction of the Addition and shall submit such plans, specifications, profiles, contours and other engineering material, drawings and data to the Township for approval; C) obtain, at its own cost, any and all approvals and licenses required in connection with the Facility and its operation; d) replace the financial assurance currently issued in favour,of the Ministry in the amount of Three Hundred and Sixty Three Thousand Dollars ($363,000),with the Letter of Credit, acceptable to the Township; e) not commence any work on the construction of the Addition until it has received a Certificate of Approval in respect of such construction and the Township's Page 100 of 155 6.b) 2021-116, A By-law to amend By-law 2001-10 1 , being A By-law to Auth c) assume responsibility for the operation of the Facility in the event of a default pursuant to Article 11 herein in which case the Township shall be entitled to call in and utilize the Letter of Credit and monies from the Fund for purposes of replacing the Replacement Parts pursuant to Article 7 herein. ARTICLE 5. THIRD PARTY ENGINEER 5.1 For the purposes of monitoring the Facility and providing comments on and approval of reports prepared by Azurix, the Township may, in its sole discretion, retain an engineer (the "Township Engineer") to perform the following: a) monitor the construction of the Addition by Azurix and provide to the Township a certificate that the construction of the Addition has been completed in accordance with the Certificate of Approval; b) monitor the operation of the Facility on an annual basis to confirm compliance with the provisions of the Certificate of Approval; C) review any and all Rectification Plans (as defined below) proposed by Azurix for any Deficiency which may arise during the term of this Agreement in respect of the condition or operation of the Facility; and d) review any and all capital expenditure plans in respect of the Facility prepared by Azurix and submitted to the Township. 5.2 Azurix hereby covenants and agrees to reimburse the Township for the costs associated with retaining the Township Engineer and performing the tasks herein, provided that such costs shall not exceed seven thousand dollars ($7,000.00) in any given year and further provided that any amount not reimbursed to the Township for any given year up to the maximum amount, shall not carry over to any subsequent years as a benefit or credit to the Township. Such amount shall be reimbursed annually up to the agreed amount of seven thousand dollars ($7,000.00). 5.3 Each of the Township and Azurix hereby acknowledges and agrees that the Township Engineer, acts solely for and in the discretion of the Township in performing his duties hereunder and the Township Engineer shall not be required to report to or act for the benefit of Azurix. ARTICLE 6. REPAIR, MAINTENANCE OR REPLACEMENT OF FACILITY 6.1 In the event the Ministry determines that an Operational Deficiency exists Azurix shall promptly notify the Township in writing (the "Deficiency Notice") of the particulars of such Operational Deficiency, which Deficiency Notice shall include any order issued by the Ministry to rectify the Operational Deficiency or Azurix's intended plan of action for rectifying the Operational Deficiency if ordered to create one by the Ministry (the 'Operational Rectification Plan"), including the minimum and maximum time period in which the Operational Rectification Plan shall be completed. Azurix shall rectify any such Operational Deficiency in accordance with the terms of the Operational Rectification Plan and upon completion, shall certify to the Township that all Operational Deficiencies have been rectified in accordance with the Operational Rectification Plan. 6 Page 102 of 155 6.b) 2021-116, A By-law to amend By-law 2001-10 1 , being A By-law to Auth 6.2 Notwithstanding any provision contained herein, the obligation of Azurix to provide a Deficiency Notice does not preclude any obligation it may have to report such Operational Deficiency to the Ministry or any other authority as required by law, and Azurix shall report the occurrence of such Operational Deficiency as required by the Ministry or any other authority. 6.3 If Azurix, the Ministry or the Township determines that the Operational Deficiency is of a type that may cause a material danger to human health, the environment or property, the Township may provide a copy of such Deficiency Notice to any public authority it deems appropriate and necessary to advise to ensure adequate protection of the public, environment or property from the effects of the Operational Deficiency. 6.4 In the event Azurix learns of, or the Township determines that a Maintenance Deficiency exists, Azurix shall promptly notify the Township of the particulars of such Maintenance Deficiency, which shall include its intended plan of action to rectify such Maintenance Deficiency (the "Maintenance Rectification Plan") and the minimum and maximum times within which such Maintenance Rectification Plan shall be completed. Azurix shall rectify such Maintenance Deficiency in accordance with the terms of the Maintenance Rectification Plan, provided that such plan has been approved by the Township or the Township Engineer, and upon completion, shall certify to the Township that the Maintenance Deficiency has been rectified in accordance with Maintenance Rectification Plan. 6.5 Azurix, at its own cost, shall obtain any and all approvals required under statute or by the Ministry to rectify the Operational Deficiency or the Maintenance Deficiency or as may be required pursuant to the Operational Rectification Plan or the Maintenance Rectification Plan, respectively. 6.6 The Township may seek the assistance of the Director in the event (a) the Township believes that a Maintenance Deficiency has occurred for which it has not received a Maintenance Rectification Plan pursuant to section 6.4 herein, or (b) the Township, acting reasonably, is not satisfied with the terms of the Operational Rectification Plan proposed by Azurix in respect of a particular Operational Deficiency and the Township and Azurix are unable to agree upon changes to the Operational Rectification Plan to satisfy the Township's concerns. The Township may request the Director to make a determination in the case of (a), that an Maintenance Deficiency has occurred requiring Azurix to prepare an Maintenance Rectification Plan and rectify the Maintenance.Deficiency accordingly, or in the case of (b), any additional measures or terms that should be included in the Operational Rectification Plan and the manner in which the rectifications should be completed. The parties acknowledge and agree that the decision of the Director shall be final and binding and that any requirement imposed by order of the Director shall be incorporated into the respective rectification plan. 6.7 Azurix shall not add to, alter or extend the Facility without advising and providing the Township with a copy of any and all such additions, alterations or extensions. In the event Azurix makes any changes to the Facility, Azurix shall provide to the Township certified updated as built" plans. ARTICLE 7. CAPITAL REPLACEMENT RESERVE FUND 7.1 Azurix and the Township shall be required for the term of this Agreement to enter into an agreement with the Trustee for the establishment and maintenance of a capital replacement reserve fund (the "Fund"). The parties hereby acknowledge and agree that Azurix shall subsidize the Fund throughout the term of this Agreement with the Replacement Fund 7 Page 103 of 155 6.b) 2021-116, A BY71aw to amend By-law 2001-10 1 , being A By-law to Auth Allocation. Azurix hereby covenants and agrees to deposit any and all of the Replacement Fund Allocation collected by the Developer and received by Azurix into the Fund. Azurix shall ensure that the monies held by the Trustee in the Fund shall be held in an interest bearing account, which interest shall be added to the Fund. 7.2 Azurix shall be required to maintain a-sufficient amount of monies in the Fund to pay for the Replacement Costs budgeted for replacing the Replacement Parts in any given year, as set out in Schedule "F" hereto for the term of this Agreement. The parties acknowledge and agree that the Replacement Fund Allocation deposited into the Fund in any given year may exceed or be less than the amount required for the Replacement Costs for such year. The parties further acknowledge and agree that any surplus of the Replacement Fund Allocation deposited into the Fund and not expended in any given year, shall remain in the Fund and be carried forward to be applied to the Replacement Costs for the following years. The parties acknowledge and agree that under no circumstance shall Azurix be required to pay into the Fund monies other than the Replacement Fund Allocation. 7.3 Azurix shall annually update the Replacement Costs for the Replacement Parts (the "updated estimate") of the Facility and provide the Township with a copy of the updated estimate. In determining the updated estimate, Azurix shall at a minimum take into consideration, the actual cost paid to replace any Replacement Parts from the preceding year, the decreased lifespan of any of the Replacement Parts, which may require early replacement, and any fluctuation in the market for the costs of the Replacement Parts. Azurix hereby covenants and agrees to negotiate with the Developer any increase to the costs of services charged to the End Users, which may be required to subsidize any increase in the Replacement Costs resulting from the updated estimate. 7.4 Each of the parties acknowledges and agrees that the amount required to be reserved in the Fund shall be adjusted from time to time to the extent that such reserve fluctuates up or down as a result of changing costs, the updated estimate or other circumstances. 7.5 Each of the parties acknowledges and agrees that Azurix shall notify the Township in writing of its requirement to replace a Replacement Part(s) and the replacement cost associated therewith. Upon receipt of any such notice, the Township or the Township Engineer shall acknowledge in writing its consent to the replacement of such Replacement Part(s) and shall authorize the Trustee to withdraw from the Fund the amount required to replace such Replacement Part(s), upon delivery of a receipt by Azurix to the Trustee evidencing the costs of such Replacement Part(s). ARTICLE 8. ACCESS TO THE FACILITY 8.1 For purposes of inspecting the Facility on an annual basis, conducting testing of the Facility from time to time, and in cases of emergency, Azurix hereby agrees to permit and facilitate the Township and/or the Township Engineer access to the Facility during hours of operation upon the receipt of reasonable notice by Azurix, provided that notice to Azurix shall not be required in the case of an emergency necessitating access by the Township and/or the Township Engineer and further provided that Azurix shall permit and facilitate immediate access to the Facility in the case of an emergency. 8.2 Azurix hereby grants to the Township all necessary easements for the appropriate access and egress over and across the Lands for purposes of inspecting the Facility and reasonable appurtenances thereto pursuant to section 8.1. Azurix further agrees to do all acts 8 Page 104 of 155 6.b) 2021-116, A By-law to amend By-law 2001-10 1 , being A By-law to Auth or things necessary to ensure the access of the Township as may be required by the Township and/or the Township Engineer to inspect the Facility. ARTICLE 9. COLLECTION OF FEES 9.1 The parties hereby acknowledge and agree that as a private service provider, A2urix shall contract with the Developer, who will be solely responsible for issuing invoices to the End Users and collecting all fees payable under such invoices. The Township shall not be required to collect any such fees and shall have no role in the enforcement of remitting fees for services provided by Azurix. ARTICLE 10. INSURANCE 10.1 Azurix shall, throughout the term of this Agreement, at its sole cost and expense, take out and keep in full force and effect in the names of Azurix and the Township, as their respective interests may appear, the following insurance: a) insurance on the property of every description and kind owned by Azurix and located within the Facility in an amount equal to the full replacement cost thereof, without deduction for depreciation, with coverage for all major perils, including, fire and standard extended coverage, sprinkler leakages (where applicable), earthquake, flood and collapse; b) general liability coverage to a limit of$5,000,000; C) auto liability insurance coverage to a limit to $5,000,000; d) professional liability and errors and omissions insurance coverage to a limit of $5,000,000; e) environmental impairment liability coverage to a limit of$5,000,000; and f) umbrella liability coverage to a limit of the value of the full replacement cost of the Facility; 10.2 The parties acknowledge and agree that the aforementioned insurance may be subject to a loss deductible clause and that any payments for claims arising from the operation of the Facility that fall within the deductible limit are the sole responsibility of Azurix. 10.3 Azurix shall provide to the Township, certificates of insurance evidencing the insurance obtained fourteen (14) days prior to the date of commencement of the operation of the Facility. All such policies shall contain an undertaking by the insurers to notify the Township in writing not less than thirty (30) days prior to any material change, cancellation, failure to review or termination thereof. 10.4 In the event of default by Azurix to pay the premiums of such insurance, the Township shall have the right and the authority to pay such premiums on behalf of Azurix, for the purpose of ensuring the policies remain in effect. Azurix hereby agrees to reimburse the Township for any such payment made on its behalf. 9 Page 105 of 155 6.b) 2021-116, A By-law to amend By-law 2001-10 1 ,_ being A By-law to Auth ARTICLE 11. DEFAULT 11.1 An operating default (an "Operating Default") shall be deemed to have occurred if any one or more of the following events occur: a) failure by Azurix to remedy an Operating Deficiency within the timeframe required by the Ministry or allocated by Azurix to be remedied in the Operational Rectification Plan pursuant to section 6.1 herein, which timeframe shall include any extensions granted or agreed to by the Ministry; b) failure by Azurix or its agents to comply with a condition of an order of approval issued by the Ministry with respect to the Facility within the timeframe stipulated by the Ministry, which timeframe shall include any extensions granted or agreed to by the Ministry; and c) any act or omission of Azurix or its agents which, in the opinion of the Township, acting reasonably, causes the operation and maintenance of the Facility by Azurix to be or become so faulty as to be detrimental to those persons being served by the Facility; 11.2 In the event of an Operating Default, the parties acknowledge and agree that the Facility shall be operated and maintained at the discretion of the Ministry and by such persons as the Ministry may direct. Notwithstanding the foregoing, the Township acknowledges and agrees that the Ministry may in its discretion direct that Azurix continue as the operator of the Facility despite the occurrence of an Operating Default and the Township hereby agrees that the operation of the Facility by Azurix shall continue in,accordance with any directives issued by the Ministry. If the Township is directed to or otherwise assumes the responsibility of operating the Facility as a result of an Operating Default, it may use the Letter of Credit for the operation or maintenance of the Facility. 11.3 A default (a "Default") shall be deemed to have occurred if any one or more of the following events occur: a) receipt by the Township of notice of a proposed cancellation or non-renewal of the Letter of Credit, where no replacement letter of credit or financial assurance has been provided by Azurix three (3) months prior to the cancellation or expiry of the Letter of Credit; b) receipt by the Township of notice that Azurix has ceased or threatens to cease to carry on business, whether such cessation of business be either voluntary or involuntary; C) receipt by the Township of notice of the impending insolvency of Azurix; e) failure by Azurix to meet its obligations to any third party that would affect the operation of the Facility; and failure by Azurix to remedy an Maintenance Deficiency within the timeframe allocated by Azurix to be remedied in the Maintenance Rectification Plan pursuant to section 6.4 herein, which timeframe shall include any extensions granted or agreed to by the Township. 10 IJ Page 106 of 155 I . 6.b) 2021-116, A By-law to amend By-law 2001-10 1 , being A By-law to Auth 11.4 In the event of a Default the Township shall give written notice to Azurix of the nature of the Default, and the timeframe, if applicable, within which Azurix shall be required to remedy the Default. If Azurix is unable to or fails to remedy such Default within the time frame and the manner required by the Township, the Township may, in its sole discretion, assume responsibility for the operation of the Facility and use the Letter of Credit, to effect such assumption of operations. Notwithstanding anything to the contrary, the Township acknowledges and agrees that it may not be entitled to assume responsibility for the operation of the Facility in the event of a Default pursuant to section 11.3(c), and that such responsibility may be determined by a trustee in bankruptcy. 11.5. In the event an Operating Default or Default continues twenty-four(24) months beyond the timeframe within which Azurix was required to remedy such default, Azurix shall immediately upon demand by the Township, transfer ownership of the Lands and the Facility to the Township, and do whatever acts as may be necessary to affect such transfer. In the event of such transfer, this Agreement shall terminate and neither the Township nor Azurix shall have any further obligation hereunder, with the exception of Azurix's obligation pursuant to Article 13 herein. The transfer referred to herein shall also refer to any interest Azurix may have in the Letter of Credit and the Fund. In addition, to the remedies provided herein, the Township shall have any and all remedies available to it under law for termination of this Agreement pursuant to a default. 11.6 In the event the Township is required to assume responsibility for operation of the Facility hereunder, Azurix shall assist and cooperate with the Township and/or its agents with effecting such assumption of operations, including but not limited to, providing: documentation and records relevant to the operation of the Facility: employees and/or contractors to assist in operating the Facility: and unrestricted access to the Facility. ARTICLE 12. COSTS OF ADMINISTRATION 12.1 Azurix hereby covenants and agrees to pay, in addition to the costs associated with the retention of the Township Engineer, to the Township, any and all reasonable costs associated with the negotiation and administration of this Agreement, including any and all costs charged to the Township for retaining legal counsel or other consultants, excluding the maximum amount allocated to the Township Engineer, to the maximum of ten thousand dollars ($10,000.00). For any amounts greater than such amount, the Township shall provide a copy of the invoice to Azurix for its review and approval as to payment. ARTICLE 13. INDEMNITY 13.1 Azurix agrees to indemnify and shall keep indemnified and save harmless the Township from all loss, damage, cost and expense damage, claims, demands or actions of every nature and kind whatsoever, including death or injury, arising from or in consequence of the negligent maintenance or operation of the Facility or any matter under this Agreement, whether such loss, damage, cost or expense damage, claims, demands or actions is sustained by the Township, Azurix, or their several and respective employees, workmen, servants, agents or councilors or any other person. fI Page 107 of 155 1 6.b) 2021-116, A By-law to amend By-law 2001-101 , being A By-law to Auth... r i ARTICLE 14. TERMINATION F J' 14.1 Unless earlier terminated as a result of an Operating Default or a Default, this i Agreement shall remain in effect until such time as Azurix transfers ownership of the Facility and the Lands and/or Azurix transfers operation of the Facility to another party and the Agreement referred to in section 14.2 below is executed. 14.2 Prior to any transfer of ownership or operation of the Facility, Azurix shall have provided the Township with thirty (30) days notice of such impending transfer and shall have advised the prospective owner or operator of this Agreement and its requirement to enter into a similar agreement with the Township and such similar agreement shall have been executed by the prospective owner or operator and the Township. Notwithstanding the foregoing, nothing contained herein shall restrict Azurix from effecting any changes in corporate ownership or structure and continuing its obligations hereunder subsequent to any such change in corporate ownership or structure. ARTICLE 15. GENERAL PROVISIONS 15.1 All notices, requests, demands or other communications by the terms hereof required or permitted to be given by one party to another shall be given in writing by personal delivery or by E registered mail, postage prepaid, addressed to such other party or delivered to such other party as follows: i to the Township at: Box 100 Oro Station, ON LOL 2X0 t Attention: Township Clerk Fax: (705) 487-0133 4 r to Azurix at: 100 King Street West P.O. Box 57159, Jackson Station Hamilton, ON L8P 4X1 t Attention: F Fax: (905) 521-9613 F or at such other address as may be given by any of them to the others in writing from time to time and such notices, requests, demands or other communications shall be deemed to have j been received when delivered, if facsimile transmission three (3) business hours after transmission, or, if mailed, three (3) days after the day following the day of the mailing thereof; provided that if any such notice, request, demand or other communication shall have been j mailed and if regular mail service shall be interrupted by strikes or other irregularities, such notices, requests, demands or other communications shall be deemed to have been received three (3) days after the day following the resumption of normal mail service. 15.2 The parties hereto shall sign such further and other documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their vote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every part hereof. E i ! 12 Page 108 of 155 3 6.b) 2021-116, A By-law to amend By-law 2001-101 , being A By-law to Auth... I 15.3 The parties hereto acknowledge and agree that this Agreement shall be registered on title to the Lands and any existing encumbrances registered on title to the Lands shall be postponed in favour of the registration of this Agreement. 15.4 Time shall be of the essence of this Agreement and of every part hereof and no extension or variation of this Agreement shall operate as a waiver of this provision. . 15.5 This Agreement constitutes the entire agreement between the parties hereto with respect to all of the matters herein and its execution has not been induced by, nor do any of the parties hereto rely upon or regard as material, any prior or concurrent representations or writings whatsoever not incorporated herein and made a part hereof. 15.6 In the event that any provision of this Agreement shall, for any reason, be determined to be invalid, illegal or unenforceable in any respect, the parties hereto shall negotiate in good faith i and agree as to such amendments, modifications or supplements of this Agreement, that to the maximum extent practicable in light of such determination, implement and give effect to the intentions of the parties as reflected herein, and the other provisions of this Agreement shall, as so amended, modified or supplemented, or otherwise affected by such action, remain in full force and effect. 15.7 This Agreement may be executed in counterparts and by fax, each of which counterpart shall be deemed an original, and all of which when executed and delivered, shall together constitute one and the same instrument. 15.8 Neither this Agreement nor any provision hereof may be changed, modified, amended or waived except by written agreement executed by each party hereto. 15.9 This Agreement shall be construed in accordance with, and governed by, the laws of the Province of Ontario. E 15.10 This Agreement and the covenants, provisions, conditions and schedules therein, shall enure to the benefit of and be binding upon the respective successors and assigns of each of the parties hereto. i IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date first written above. THE TOWNSHIP OF ORO MEDONTE AZURIX NORTH AMERICA (CANADA) CORP, f Per: N_, , � Per: Name: Name: . t Title: Mayor Title: s Per: -- /V--.) P-0 -4Per�_J_4 : Name. Name: AN-1,0 f Title: TownshipTerk Title: _ : 13 I Page 109 of 155 6.b) 2021-116, A By-law to amend By-law 2001-101 , being A By-law to Auth... SCHEDULE "A" LEGAL DESCRIPTION OF THE LANDS 1 Part of Parcel 1-3, Section 51-MED-3, in the Township of Oro-Medonte (formerly in the Township of Medonte), in the County of Simcoe, designated as Part 1 on Plan 51 R-30017, being Part of the East Half of Lot 2, Concession 3 E r # 1 r E i it 3 IC $E f p S i I 1 `s 14 Page 110 of 155 6.b) 2021-116, A By-law to amend By-law 2001-101 , being A By-law to Auth... i i SCHEDULE "B" DESCRIPTION OF THE ORIGINAL FACILITY • Design treatment capacity of 405 m3/day(daily average flow basis) • 300 mm diameter inlet sewer • Parshall flume for sewage flow measurement • Two concrete sequencing batch reactor basins, each 14 metres long x 4.57 metres wide and 5.6 metres deep with a top operating water level of 5 metres. Each SBR basin includes: a fine bubble aeration system, a motorized effluent decanter and a submersible waste sludge pump with piping valves and instrumentation • A covered concrete aerated sludge storage tank 9.25 metres long x 4.57 metres wide and 5.6 metres high. The aerated sludge storage tank includes a submersible sludge 3 loading pump, a submersible supernatant pump and coarse bubble air diffusers. • A covered concrete effluent tank with dimensions 9.25 metres long x 4.57 metres wide and 5.6 metres high. The effluent tank includes two submersible pumps for pumping to the filters. i • Three exfiltration ponds approximately 25 metres long x 14 metres wide A preengineered steel building 18.3 metres long x 9.86 metres wide containing an office, washroom, electrical room/laboratory, blower room, and filter room. 1 • The filter system includes two downflow continuous backwash filters each having a surface area of 1.77 square meters. • The chemical system includes two 850 gallon polyethylene storage tanks with two chemical metering pumps, piping and valves. i • The blower room contains three positive displacement blowers each with a capacity of 130 SCFM and 7.5 psig, piping and valves. 3 • The electrical room contains a motor control center for power distribution, a PLC based control panel, and instruments. 1 15 Page 111 of 155 I 6.b) 2021-116, A By-law to amend By-law 2001-101 , being A By-law to Auth... I t SCHEDULE "C" DESCRIPTION OF THE ADDITION • design treatment capacity of 810 m3lday(daily average flow basis) • h' existing basins 14 A third sequencing batch reactor basin with dimensions to match e g { metres long x 4.57 metres wide and 5.6 metres deep with a top operating water level of 5 metres) • Two new positive displacement blowers each with capacity to match existing blowers (130 SUM and 7.5 psig) • A third continuous backwash filter with a minimum surface area of 4.65 m2 (50 sq.ft) • An inlet automatic fine screen system. • Two parallel concrete grit removal channels I 1 • A lined earthen sludge storage lagoon with approximate dimensions 12 x 15 metres i i t S t I S i S 3 t I 4 I i i i a��+s [V Page 112 of 155 i 6.b) 2021-116, A By-law to amend By-law 2001-101 , being A By-law to Auth... 4 yy� V t SCHEQULE "D" j CERTIFICATE OF APPROVAL FOR THE FACILITY i [to be provided once issued by the Ministry] i a I f 1 s tt f t f I E t t II; i 1 f 1 l I i i J f i I 1 17 Page 113 of 155 1 1 6.b) 2021-116, A By-law to amend By-law 2001-101 , being A By-law to Auth... SCHEDULE "E" FORM OF IRREVOCABLE LETTER OF CREDIT [see attached] i i i r A I E i i . 4 i I f i i t 98 Page 114 of 155 i i 6.b) 2021-116, A By-law to amend By-law 2001-10 1 , being A By-law to Auth THETbRoNm-DomINION BANK ILJ Jackson Square 100 King St.IVV. P.O Box 57 1 IS Hamilton.Ontario UP 4W9 T telephone Na 521-6519 February 7, 1997 Her Majesty the Queen in Right of Ontario as Represented by The Minister of the Environment and Energy 135 St. Clair Avenue Toronto, Ontario M4V 1P5 Re: Letter of Credit We hereby authorize you to draw on The Toronto-Dominion Bank, Jackson Square, 100 King St. West, Hamilton, Ontario for account of Philip Utilities Management Corporation, an aggregate amount of THREE HUNDRED AND SIXTY-THREE THOUSAND, SIX HUNDRED DOLLARS AND 00/100 ($363,600.00), of lawful money of Canada available by written demand for payment. Pursuant to the request of our customer, Philip Utilities Management Corporation, we hereby establish and give you an irrevocable Letter of Credit in your favour which may be drawnon ' by you at any time and from time to time upon written demand for payment made upon us by you, which demand we shall honour without enquiring whether you have a right as between yourself and our said customer to make such demands, and without recognizing any claim of our said customer. This Irrevocable Letter of Credit will continue up to the 7th day of February, 1998 and will be automatically renewed for one year on the same terms and conditions including this one for renewal unless we give you at least 60 days written notice that -it will not be so renewed and you may call for payment on the full amount outstanding under this Letter of Credit at any time prior to that date should this Irrevocable Letter of Credit not be renewed. Partial drawings are permitted. Any payment made hereunder shall be in favour of the Minister of Finance of Ontario. The amount secured by this Irrevocable Letter, of Credit may be reduced from time to time by written notice to the Bank from YOU. continued Page 115 of 155 6.b) 2021-116: A By-law to amend By-law 2001-101 , being A By-law to Auth... - 2 - THE MINISTER OF THE ENVIRONMENT AND ENERGY .Any notice under the previous paragraph or any demand hereunder may be made by you or by the Assistant Deputy Minister, Regional Operations Division; the Assistant Deputy Minister, Corporate Resources Division; or such other Director as you from time to time authorize in writing. Your claim under this Letter of Credit must be in writing addressed to The Toronto-Dominion Bank, Jackson Square, 100 Ring St. West, Hamilton, Ontario, quoting our Irrevocable Letter of Credit 09-315420 dated the 7th day of February, 1997. We herby agree with you that demands made in compliance with the terms of. this credit shall be duly honoured upon presentation at this Bank. This Irrevocable Letter of Credit is issued subject to the Uniform Customs and Practice for Documentary. Credits, 1993 Revision ICC Publication No. 500. THE TORONTO-DOMINION BANK THE TORONTO-DOMINION BANK Ruth St. Aubin Rabena Bacchus Non Negotiable Manager Business Bank Securities officer t } 1 1 t i i i i i l z b Page 116 of 155 1 i i 6.b) 2021-116, A By-law to amend By-law 2001-101 , being A By-law to Auth... 3 t SCHEDULE "F" RESERVE FUND PROGRAM [see attached] i i E E E f i i i i ( f k i s it i f 19 Page 117 of 155 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... The Corporation of the Township of Oro-Medonte By-law No. 2021-117 A By-law to amend By-law 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. Whereas Section 23 of the Municipal Act, 2001, S.O. 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 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, on the 5t" day of February 2003; 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: 1. That the Mayor and Clerk are hereby authorize to execute the Assignment and Assumption Agreement and Consent to Assignment of Agreement dated October 2021 for the Sewer Agreement, said agreement attached hereto as Schedule "A" and forming part of this by-law. 2. This by-law shall take effect on the final passing thereof. By-law read a First, Second and Third time, and Passed this 29t" day of October, 2021. The Corporation of the Township of Oro-Medonte Mayor, H.S. Hughes Clerk, Y. Aubichon Page 119 of 155 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... ASSIGNMENT AND ASSUMPTION AGREEMENT and CONSENT TO ASSIGNMENT OF AGREEMENT This Agreement and Consent are made as of the day of , 2021, AMONG: SKYLINE INVESTMENTS INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the "Assignor") OF THE FIRST PART; - and- HSV GP INC., a corporation incorporated under the laws of the Province of Ontario, acting as general partner of HSV LIMITED PARTNERSHIP,a limited partnership formed 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., entered into an agreement dated February 5, 2003 (the "Sewers Agreement") in respect of the construction and operation of certain Sewers. A copy of said Sewers Agreement is Schedule "A" to the 2008 Assignment Agreement, defined below and attached as Schedule "A'; AND WHEREAS American Water Services Canada Corp. subsequently changed its name to American Water Canada Corp.; AND WHEREAS American Water Canada Corp., the Assignor and the Township entered into an agreement dated July 10, 2008 to transfer American Water Canada Corp's interest in the Sewers Agreement to Skyline Utility Services Inc. (predecessor in interest to the Assignor) (the "2008 Assignment Agreement"),a copy of which is attached as Schedule "A"; Page 120 of 155 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... (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; and (c) on the Effective Date,it will be the legal and beneficial owner of the Sewers. 6. Township's Consent. The Township hereby consents to the transfer of the Sewers and to the assignment of the Sewers Agreement and the 2008 Assignment 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 for 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 and the 2008 Assignment Agreement and except for any amendments to the Sewers Agreement and the 2008 Assignment 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) section 2.2(c) of the Sewers Agreement is amended by deleting the words "section 65 of the Ontario Municipal Board Act, R.S.O. 1990, c. 0.28" and replacing them with "the Ontario Land TribunalAct, 2021,S.O. 2021, c.4, Sched. 6'; (b) the Township repeats and restates the representations and warranties contained in section 2.2 of the Sewers Agreement as amended by this section 7; (c) the Township repeats and restates the covenants and agreements contained in sections 4.1 (a) to (f) of the Sewers Agreement; and (d) the Township hereby releases the Assignor from its obligations under the Sewers Agreement and the 2008 Assignment Agreement arising with respect to the period from and after the Effective Date. 8. Acknowle dgme nts and Arne ndme nts. (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 acknowledge and agree that the existing Certificate of Approval issued by the Ministry in respect of the Facility and Sewers can only be amended to denote the Assignee as the holder of the Certificate of Approval once title to the Sewers has been transferred to the Assignee; and the Assignor and Assignee 3 Page 122 of 155 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... hereby undertake, covenant and agree to use commercially reasonable efforts to amend the Certificate of Approval as aforesaid forthwith after closing of the purchase and sale of the Lands and provide the Township with a copy of any acknowledgement or confirmation by the Ministry with respect to the transfer of the Certificate of Approval forthwith upon receipt of same. (c) The parties acknowledge and agree that the Assignor has provided the Township with cash in the amount of $50,000 as financial assurance for the Sewers in accordance with section 8(e) of the 2008 Assignment Agreement. The parties agree that this $50,000 will remain with the Township from and after the Effective Date, and will provide the required financial assurance for the Assignee from and after the Effective Date, without any action required by the Assignor, the Assignee or the Township to replace the financial assurance. The Township maintains the right to draw upon this cash amount at all times in accordance with the Sewers Agreement and the 2008 Assignment Agreement. The Township will return the financial assurance to the Assignee, and not the Assignor, when applicable, in accordance with the Sewers Agreement and the 2008 Assignment Agreement. If at any time after the Effective Date the Assignee provides the Township with a letter of credit in the amount of $50,000 in a form acceptable to the Township as replacement financial assurance pursuant hereto, then the Township shall promptly return the cash amount to the Assignee by certified cheque or bank draft. (d) Section 14.1 of the Sewers Agreement is hereby amended by deleting therefrom the notice information for the Assignor and inserting instead the following notice information for the Assignee: HSV GP Inc. 1101 Horseshoe Valley Road Comp. 10, RR 91 Barrie, Ontario, Canada L4M 4Y8 Attention: VP Operations and Development (e) The parties confirm and agree that all other terms of the Sewers Agreement and the 2008 Assignment Agreement remain in full force and effect,unamended. 9. Ge ne ral. (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 and the 2008 Assignment 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 4 Page 123 of 155 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... 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 and the 2008 Assignment 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. IN WITNESS WHEREOF the parties hereto have executed this Agreement and Consent as of the date above first written. SKYLINE INVESTMENTS INC. (Assignor) Per: Name: Tide: Per: Name: Title: UWe have the authority to bind the Corporation. 5 Page 124 of 155 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... HSV GP INC.,acting as general partner ofHSV LIMITED PARTNERSHIP (Assignee) Per: Name: Title: Per: Name: Title: I have the authority to bind the Corporation. THE TOWNSHIP OF ORO-MEDONTE (Township) Per: Name: Title: Per: Name: Title: I/We have the authority to bind the Corporation. 6 Page 125 of 155 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... SCHEDULE "A" 2008 ASSIGNMENT AGREEMENT See attached. W S LEGAL\074439\00038\28738100v5 7 Page 126 of 155 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... ASSIGNMENT AND ASSUMPTION AGREEMENT and CONSENT TO ASSIGNMENT OF AGREEMENT This Agreement and Consent are made as of the 0 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 FART; -and - SKYLINE UTILITY SERVICES INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the "Assignee") OF THE SECONID 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 of the 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); Page 127 of 155 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... 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 1.3.3 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 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 of registration 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 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.. S. 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. Page 128 of 155 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... 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 for 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 4.1(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, far 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. Page 129 of 155 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... 4 $. 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 of the Sewers Agreement pertaining to the said construction have been complied with(including without limitation the issuance of the certificates referred to in sections 1.1(e) and 1.1(f) of the Sewers Agreement and such other covenants contained in sections 2.1(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. For greater certainty, all of the terms and conditions pertaining to the operation and maintenance ofthe Trunk Sewer Extension and/or 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. fj 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 Page 130 of 155 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... ti 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: 110 1 Horseshoe Valley Road Comp. 10, RR#1 Barrie, Ontario, Canada L4M 4Y8 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. ai 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 s❑ executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Page 131 of 155 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... 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. Alta E Rl CAN WATER CANADA CORP., f (Assignor) Per: ze: .l fry L. MClntyre r' ''1<'itle: Vice President Per: Naine: 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 (Township) Per: Name: Title: Per: Name: Title: l/We have the authority to bind the Corporation. Leal'3542868.1 039423-00010 Page 132 of 155 Agreement with AWS and Township-sewers revised Juiy 9 08.doc(84032 bytes)) 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... 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., (Assignor) Per: Name: Title: Per: Name: Title: Me have the authority to bind the Corporation. SKYLINE UTILITY SERVICES INC. (Assignee) Per: Name: Farr Akm Title: ccr, I have the authority to bind the Corporation. THE TOWNSHIP OF ORO-MEDONTE (Township) Per: Name: Title: Per: Name: Title: IIWe have the authority to bind the Corporation. Page 133 of 155 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... 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., (Assignor) Per: Name: Title: Per: Name: Title: I/We have the authority to bind the Corporation. SKYLINE UTILITY SERVICES INC. (Assignee) Per: Name: Title: 1 have the authority to bind the Corporation. THE TO'L'4'NSHIP OF ORO-MEDONTE (Township) Per: . 3 . ughes Title: Mayo Per• ame: au Ias Irwin Title: Clerk 1/We have the authority to bind the Corporation. Page 134 of 155 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... 7 SCHEDULE A See attached. Page 135 of 155 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... THIS AGREEMENT made this day off, 20 BETWEEN: THE TOWNSHIP OF ORO MEDONTE (herein called the "Township") OF THE FIRST PART -and - AMERICAN WATER SERVICES CANADA CORP. previously known as Azurix North America (Canada)Corp. (herein called"AWS") OF THE SECOND FART WHEREAS AWS owns, operates and manages water and wastewater assets, offers water-'related services and develops and manages water resources worldwide: AND WHEREAS AWS has certain property rights in certain lands described and depicted in Schedule "A" hereto (the "Lands"), on which is or will be located sewage conveyance facilities more fully described in Schedule"B"hereto(the "Sewers"); AND WHEREAS Horseshoe Resort Corporation ("Horseshoe") and other developers, including specifically Laurel View Homes Inc. (collectively with Horseshoe, the "Developers") own certain lands in close proximity to the Lands, on which Horseshoe has developed a resort, including hotel, restaurant and condominium facilities(the "Development") and the Developers intend to further develop a residential site entailing an adult lifestyle facility (the "Adult Community'); AND WHEREAS AWS is currently providing sewage treatment to the Development and the Developers require the service to be increased, as a result of the addition of the Adult Community; AND WHEREAS AWS and Horseshoe have entered, or will enter, into an agreement (the "Contract") for the construction of, inter aka, an addition to the current sewage treatment facility (the "Facility") which addition shall include a trunk sewer extension to the Sewers (the "Trunk Sarver Extension") and the operation, maintenance and repair of the Facility and Sewers once completed; AND WHEREAS the Township will only support the further development of the Adult Community{used on the construction and operation of the Sewers and the continued operation of the Facility by AWS; AND WHEREAS the Ministry has issued, and will from time to time issue, an amendment to the Certificate of Approval for the Facility to incorporate the Sewers, a copy of which is attached hereto as Schedule"C" t HAConstn=ion F operating AQreamentMANA Engineerin0l0ro-Modonte townsh{plsewerMRA-Jin 17,43•F rial.doc Mold UNOGN-OHC AO a 1 HSRMOs Page 13'#&156oz-0 r-,kvw 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... AND WHEREAS the Developers have or will enter into contracts with certain persons for the phased-in construction of the community Sewers. as described in Schedule"Whereto., AND WHEREAS the Township will require, as a condition of the subdivision approved the transfer of ownership of the, community Sewers from the Developers to AWS on a phased- in process once the Community Sewers are constructed, commissioned and the maintenance period has expired and the Township has assumed the Sewers; AND WHEREAS depending upon the development of the area around the Adult Community, the Town Sewers, as described in Schedule °B' hereto may be constructed-to provide sewage to such town residents; AND WHEREAS the Township does not wish to construct, own or maintain the Town Sewers once constructed and intends to transfer ownership of the Town Sewers to AWS on a phased-in process once the Town Sewers have been constructed, commissioned and the maintenance period has expired and the Township has assumed the use of the Sewers; NOW THEREFORE for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, and the mutual covenants contained herein, the parties agree as follows: ARTICLE 1. DEFINITIONS AND INTERPRETATION 1.1 As used in this Agreement, in addition to those words and phrases already defined herein, the following wards and phrases mean: a) "Adult Community"meads the approximately 600 residential units to be built by the Developers intended to be are adult lifestyle facility located east of Oro- Medonte Third Line and south of Highland Drive, Oro-Medonte, Ontario; b) "Arbitration Act" means the Arbitration Act, S.O. 1991, c.17, as amended or replaced from time to time; C) "AWS" means American Water Services Canada Corp, an Ontario corporation, previously known as Azurix North America(Canada) Corp.; d) "Certificate of Approval" means an approval issued under the authority of the Ontario Water Resources Act, the ,Environmental Protection Act, the Ministry or other any applicable provincial legislation relating to the operation or functioning of the Facility and the Sewers, or a portion thereof, as it may be amended, revised or reissued from time to time; e) "Certificate of Maintenance and Final Acceptance"' means a certificate issued by the Township upon the recommendation of the Township Engineer confirming that the Sewers constructed by the Developer, in accordance with the terms of the applicable subdivision agreement, have been satisfactorily completed and maintained by the Developer during the two-year (2) maintenance period, and Issuance of the said certificate following a CCTV inspection and any remedial works carried out at the developer's cost, shall constitute final acceptance and assumption of the Sewers by the Township; 2 WConstruction&Dparating AgreamontslANA&glneerinMOro-Medonte Township%$awarMIRA-Jan 17,03•Flnal.dod eoo*a KNOC3w-080 ao arxSKKI Page 1 &158°z-.r.Avw 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... f} "Certificate of Substantial Completion and Acceptance" means a certificate issued by the Township upon the recommendation of the Township Engineer confirming that the Sewers to be installed by the Developer under the provisions of the applicable subdivision agreement, have been substantially completed in accordance with plans and specifications reviewed and accepted by the Township Engineer. The issuance of a Certificate of Substantial Completion and Acceptance shall not constitute an assumption of the Sewers by the Township, g) "Certified Cheque" means the certified cheque provided by AWS and issued in favour of they Township to secure the operation, maintenance and management of the Sewers in accordance with the terms and conditions of this Agreement; h) "Community Sewers" has the meaning set out in Schedule"B" hereto; i) "Contract"means that agreement to be executed'between AWS and Horseshoe for the construction of the Trunk Sewer Extension and the continued operation, maintenance and repair of the Facility and Sewers; j) "Condominium Act"means the Condominium Act 1998, S.O. 1998, c. 19, as amended or replaced from time to time; k) "Cnnstruction Lien Act' means the Construction Lien Act, R.S.O. 1990, c. C.30, as amended or replaced from time to time; l) "Deficiency" means any breakdown or malfunction of the Sewers that would cause them not to function and provide the service required by the residents of the Adult Community,that would cause them not to comply with the requirements of the Cartificate of Approval and/or is a detriment to the Township and public property, public health or the environment; m) "Developors" means Horseshoe and such other developers who are responsible from time to time for the development of the Adult Community; n) "`Development" means the resort, including hotel, restaurant, time-share and condominium facilities as may be developed by Horseshoe and the Developers from time to time; o) "Director" means the director appointed by the Minister of Environment under the Environmental Protection Act or the Ontario Water Resources Act; p) "End Users" shall mean those residents of the Adult Community or such other residents of the Township who will receive and pay for sewage services from the Operation of the Facility and the Community Sewers between such residents or the Town Sewers, respectively, pursuant to a service agreement with the Developer or AWS, respectively; q.) "Environmental Protection Act" means the Environmental Protection .Act, R.S.O. 1990, c. E.19, as amended or replaced from time to time; r) "Facility" means the existing sewage treatment facility owned by AWS and servicing the Development; 3 H:lconstrsiction&OWasing Agroomorft%NA Engingering\0ro-modonte Township%eworMFIA•,1on 17,03-Finsl.doc IVoo'd HINOGN-oKo AO 8 1 xs001 Page 1 `& 1 M07-0 t_"14 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... s) "Fund" means the replacement and reserve fund to be established by AWS, into which the Fund Allocation shall be deposited for the purpose of financing Replacement and Reserve Casts; t) "Fund Allocation" means that portion of Revenue allocated by AWS to be deposited into the Fund, as defined in Article 7.1 herein, in any given year, based on the Replacement and Reserve Costs; u) "horseshoe" means Horseshoe Resort Corporation, an Ontario corporation, which awns the development; v) "Lands" means the real property owned by AWS, as described and depicted in Schedule"A"hereto; w) "MinistryW' means the Ministry of the Environment for the Province of Ontario or any other agency designated by either the Province of Ontario or the Ministry of the Environment to act on its behalf; x) "Municipal Act" means the Municipal Act, R.S.Q. 1990, c. M.45,as amended as it existed on December 31, 2002; y) "Municipal Act, 200111 means the Municipal Act, 2001, S.O. 2001, c. 25, which comes into force on January 1, 2003, and any regulations to be. enacted in respect thoreof; z) "Municipal Responsi illty Agreement" means the agreement between the Township and AWS dated September 1, 2001 providing for the responsibilities of each of the Township and AWS in respect of the Facility; aa) "Ontario Water Resources Act' means the Ontario Water Resources Act, R.S.O. 1990, c. 0,40,as amended or replaced from time to time; bb) "Planning Act"means the Planning Act, R.S.Q. 1990, c. P.t3, as amended or replaced from time to time; cc) "Replacement Costs" means the estimated costs for replacing the Sewers, , including the associated inspection and maintenance of the Sewers and any mechanical or electrical elements of the pumping station that may require repair in any given year, as set out in Schedule"D" hereto; dd) "Revenue" shall mean the monies collected by Horseshoe and/or AWS (or such other party as AWS may designate from time to time) from the End Users for the provision of sewage services through the operation of the Facility and the Sewers by AWS, which shall ultimately be paid to AWS by Horseshoe and/or the End Users pursuant to the terms of the contract or those contracts that AWS shall have directly with the End Users; ee) "Sewers" means the original trunk sewer,. the Trunk Sewer Extension, the Community Sewers and the Town Sewers, all as more particularly described in Schedule"B"hereto; 4 HAConstnxtbn&Operating AgNOmentOANA EngineeringlOro•Medonte TownshiplZ"@rMRfWan 17.03-Final.doc 900'd 31uoQgu-o8o do dtxsKmoi Page 1A&1d�oz-of-Avw 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... 2.2 The Township hereby represents and warrants as follows, a) it is a municipal 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 this Agreement; b) it has duly authorized the execution and delivery of this Agreement and this Agreement constitutes a legal, valid and binding obligation of the Township, enforceable against it in accordance with its terms; C) it has obtained all approval, authorization, order or consent of, or declaration, registration or filing with, any governmental authority that is required for the valid execution and delivery by the Township of this Agreement, including any approval required pursuant to section 65 of the Ontario Municipal Board Act, R.S.Q. 1990,c. O,28;and d) it has or will enact any by-laws necessary pursuant to section 210.1 of the Municipal Act necessary to give effect to this Agreement. ARTICLE 3. DUTIES AND RESPONSIBILITIES OF AWS 3.1 AWS covenants and,agrees that it shall: a) construct the Trunk Sewer Extension according to current acceptable engineering practices and operate, maintain, and if necessary, repair and/or replace all or,part of the Sewers after they are constructed in accordance with the operating standards and the terms and conditions contained herein; b) prepare, at its own cost, all plans, specifications, profiles, contours, and other engineering material, drawings and data required in the opinion of the Township, acting reasonably, in respect of the construction of the Trunk Sewer Extension and shall Submit such plans, specifications, profiles, contours and other engineering material,drawings and data to the Township for approval; c) obtain, at its own cost, any and all approvals and licenses required in connection with the Trunk Sewer Extension and its operation; d) obtain the financial assurance for the Sewers in the form of the certified Cheque, which amount shall be equal to Fifty Thousand dollars ($50,000); e) not commence any work on the construction of the Trunk Sewer Extension nor operate the Sewers until it Has received a Certificate of Approval in respect of such construction or operation and the Township's approval to commence the operation, provided that the Township shall act reasonably and promptly in providing such approval; f) prepare a contingency plan for sewage haulage in the event of a Deficiency that results in a type of failure of the Sewers that requires haulage of sewage, 6 "Aconstru(;t1pn&operating,AgreementMANA Englneeringloro-Medonte TownshiptSewerMRA,fen 17,03-F}nal.d" L(1)0,d EIROCHW--060 JO dlxsrtl O.L Page 1MV 166OZ-01-R-VW 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... g) prepare and provide to the Township,a copy of all reports, including any plans or specifications contained therein, in respect of the operation and maintenance of the Sewers or required to be provided to the Ministry,from time to time; and h) provide to the Township, a copy of any and all documents submitted to the Ministry including, but not limited to, an operation and Maintenance manual and a sludge disposal program, and a copy of any and all field orders, work orders or compliance documents issued by the Ministry, in respect of the operation and maintenance of the Sewers. 3.2 AWS acknowledges and agrees that the design and construction of the Trunk Sewer Extension and the operating standards of the Sewers will be those upon which a Certificate of Approval and any orders or other requirements imposed under the Environmental Protection Act or the Ontario Water aesourcos Act are based, by the Ministry or together with such additional requirements as the Township may reasonably impose pursuant to any authority within its jurisdiction and responsibility. The parties agree that the Township may impose any of the terms of this Agreement as conditions for the approval of any Certificate of Approval or other approval issued by the Ministry or under the Planning Act or the Cono'ominium Act and AWS shall not object to or otherwise appeal the imposition of such terms as conditions to any such approval or Certificate of Approval issued to AWS. 3.3 AWS shall not add to, alter or extend the Sewers without advising and providing the Township with a copy of any and all such additions, alterations or extensions. In the event AWS makes any changes to the Sewers, AWS shall provide to the Township certified updated "as built' plans. AWS shall obtain all approvals, permits and certificates required under applicable law prior to effecting any such addition, alteration or extension. 3.4 AWS further acknowledges and agrees that all materials to be supplied hereunder with respect to the Trunk Sewer Extension shall be in accordance with Ontario Provincial Standards or appropriate design guidelines and if no materials are specified in any particular case,then the same shall be of good quality and appropriate in design and construction for the Trunk Sewer Extension, and shall be subject to the approval of the Township acting reasonably. 3.5 Nothing contained herein shall limit the obligation of AWS to continue to provide reports to the Ministry in respect of the Sewers, and AWS shall be solely responsible for providing such reports to the Ministry. ARTICLE 4. DUTIES AND RESPONSIBILITIES OF THE TOWNSHIP 4.1 The Township covenants and agrees that it shall: a) set up a mechanism to advise any customers of the Sewers, who may inadvertently call the Township regarding complaints or issues related to the services provided by AWS that any such complaints or matters relating to the service provided by AWS, should be directed to.Jeff Trudeau at 905.572-5905; b) review within fifteen (15) days of receipt all capital expenditure plans prepared and provided by AWS in respect of the Sewers; 7 HAConstruat6 m&opermng AgreemenWANA EngineeMgloro-Medonte Township\SewerrA;RAtiJan 17,03-Firms-doc 800'd almoaaw-OW 20 d I ESNP10 , Page 141,z 1� OZ-O t-LVN 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... c) ensure that AWS has the opportunity to inspect the Sewers at the time of installation and the ability to confirm that the Sewers are all built in accordance with prevailing standards; d) transfer to AWS any and all warranties for the Sewers that the Township obtains from those Developers who have constructed,the Sewers and assist AWS where necessary to enforce any such warranties; e) use its best efforts within its jurisdiction, to enact a by-law allowing AWS and/or Horseshoe to col4ect water and/or sewage foees from the Township residents, which shall also provide an enforcement mechanism by which AW$ can have remedies for non-payment of such fee and shall assist where possible with enforcement; and f) assume responsibility for the operation of, the Sewers in the event of an Operating Default under the Municipal Responsibility Agreement in which case the Township shall be entitled to call in and utilize the Certified cheque and monies from the Fund pursuant to Article 7 herein. ARTfCLE TM1R® PARTY ENGINEER 5.1 For the purposes of monitoring the Sewers and providing comments on and approval of reports prepared by AWS, the Township may, in its sole discretion, retain an engineer (the "Township Engineer")to perform the following: a) monitor the construction of the Trunk Sewer Extension by AWS and provide to the Township a certificate that the construction of the Trunk Sewer Extension has been completed in accordance with the Certificate of Approval; b) monitor the operation of the Sewers on an annual basis to.confirm compliance with the provisions of the Certificate of Approval; c) review any and all Rectification flans (as defined below) proposed by AWS for any Deficiency which may arise during the term of this Agreement in respect of the condition or operation of the Sewers; b) review and approve all requests for Replacement and Repair Costs exceeding the threshold, as set out in section 7.5,and d) review any and all capital expenditure plans in.respect of the Sewers prepared by AWS and submitted to the Township. 5.2 AWS hereby covenants and agrees to reimburse the:Township for the costs associated with retaining the Township Engineer and performing the tasks herein, provided that such costs shall not exceed Two Thousand dollars ($2,000.00) in any given year and further provided that any amount not reimbursed to the Township for any given year up to the maximum amount, shall not carry over to any subsequent years as a benefit:or credit to the Township. Such amount shall be reimbursed annually up to the agreed amount of Two Thousand dollars ($2,000.00). HACGr19t(Wion&operating AQMematl %MA Efioneerin8l0ro•Medcnle Township\SewerWA-4ars 17,03-Finsl.doo sae a aiuoeaw-OHO 20 atttMo,t Page 143't-- LDOZ-01-,kV14 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... 5.3 Each of the Township and AW$ hereby acknowledges and agrees that the Township Engineer acts solely for and in the discretion of the Township in performing his duties hereunder and the Township Engineer shall not be required to report tolor act for the benefit of AWS. ARTICLE G. OWNERSHIP, REPAIR, MAINTENANCE OR REPLACEMENT OF SEWERS 6.1 The parties acknowledge and agree that during construction of the Sewers, the respective Developers are the owners of the Sewers, for which they are responsible for constructing. The Township shall ensure that it has entered into agreements with the Developers, granting AWS a right to inspect and confirm that'the Sewers have been constructed in accordance with industry standards and providing AV�S an opportunity to require the Developers to rectify any deficiencies. The Township shall take all steps necessary to assist AWS in exercising such rights and to enforce such rights if necessary. 6.2 The Township shall not issue a Certificate of $ubsta 1 tial Completion and Acceptance to the Developers, until such time as AWS has approved the construction of the Sewers and their readiness and acceptability for commission. The parties acknowledge and agree that the commissioning and transfer of ownership of the Sewers shall occur on a piecemeal basis and nothing herein Shall require the transfer of ownership of A of the Sewers at the same time. Upon the issuance of the Certificate of Maintenance and Fir'ai Acceptance, the Township shall immediately transfer ownership of th6 Sewers to AWS. AWS shall not be liable for any loss, damage or claims in respect of the Sewers prior to its ownership thereof. 6.3 In the event the Ministry determines that a Deflciency exists AWS shall promptly notify the Township in writing (the "Deficiency Notice' of the pairticulars of such Deficiency, which Deficiency Notice shall include any order issued by the Ministry to rectify the Deficiency or AWS intended plan of action for rectifying the Deficiency if ordereq to create one by the Ministry (the "Rectification Plan"), including the minimum and maximum time period in which the Rectification Plan shall be completed. AWS, at its own cost! shall obtains any and all approvals required under statute or by the Ministry to rectify any suc� Deficiency and shall rectify such Deficiency in accordance with the terms of the Rectificatio' Plan and upon completion, shall certify to the Township that all Deficiencies have bsren rectified in accordance with theRectification Plan. In the event AWS fails to rectify the Deficiency,the Township shall have the right to remedy the Deficiency itself, and AWS shall reimburse the Township the cost of any such repairs. 6.4 Notwithstanding any provision contained herein, the obligation of AWS to provide a Deficiency Notice does not preclude any obligation it may have to report such Deficiency to the Ministry or any other authority as required by law, and AWS shall report the:occurrence of such Deficiency as required by the Ministry or any other authority. 6.5 If AWS, the Ministry or the Township determines that the Deficiency is of a type that may cause a material danger to human health, the envirvnrne,nt or real property awned by the Township, the Township may provide a copy of such Deficiency Notice to any public authority it deems appropriate and necessary to advise to ensure adequate protection of the public, environment or property from the effects of the Deficiency. ARTICLE 7. REPLACEMENT AND RESERVE FUND 7.1 AWS and the Township shall be required, upon the assumption of the Community Sewers by the Township and subsequent transfer to AWS and for the term of this Agreement I HAGonstrMilon&operating Agreem©nts\ANA Eftoneeringkot6-macionte Towrmhi rMRA-Jan 17.43-Finai.dor 0T0'd 31X0d3N_0H0 30 dIHSKM01 Page 14a'& 1M"_o1-Avw 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... credit to the Fund Allocation for the following year, equal to the amount of such excess overpayment by AWS.. 7.6 In the event that The Sustalnabla Water and Sewage Systems Act, &0. 2002, c.29, or similar Legislation requiros an owner or operator of a water or sewer system to comply with certain regulations governing the accounting of the costs associated with operating such Systems, including costs of replacement and maintaining a replacement fund, AWS and the Township shall comply with all applicable laws and regulations related thereto. This Agreement shall be amended, modified or replaced to conform to any such laws and regulations,at the time they come into effect. ARTICLE 8. ACCESS TO THE SEWERS 8.1 For purposes of inspecting the Sewers on an annual or bi-annual basis, conductinp testing of the Sewers from time to time, and in cases of emergency, AWS Hereby agrees to permit and facilitate the Township andfor the Township Engineer access to the Sewers during hours of operation upon the receipt of reasonable notice by AWS, provided that notice to AWS shall not be required in the case of an emergency necessitating access by the Township and/or the Township Engineer and further provided that AWS shall permit and facilitate immediate access to the Sewers in the case of an emergency. 8.2 AWS hereby grants to the Township all necessary easements for the appropriate access and egress over and across the Lands for purposes of inspecting the Sewers and reasonable appurtenances thereto pursuant to section 8.1. AWS further agrees to do all acts or things necessary to ensure the access of the Township as may be required by the Township and/or the Township Engineer to inspect the Sewers. 8.3 The Township hereby grants to AWS all necessary licences for the appropriate access and egress over and across any lands or roadways of the Township on or under which the Sewers are located, for purposes of undertaking its responsibilities under Article 3 herein and providing any emergency services that may be required. The Township further agrees to do all acts or things necessary to ensure the access of AWS as may be required by AWS in order to undertake its responsibilities hereunder. 8.4 AWS hereby covenants and agrees to obtain from Horseshoe, or such other property owner, all necessary easements for the appropriate access and egress over and across any lands of Horseshoe, or such other property owner, on or under which the Sewers are located, for purposes of undertaking its responsibilities under Article 3 herein :and providing any emergency services that may be required. ARTICLE g. COLLECTION OF FEES 9.1 The parties hereby aoknowledge and agree that as a private service provider, AWS shall contract with Horseshoe. the Developers or such other parry as it deems appropriate, for the collection of fees for those services provided to End Users from the Community Sewers, and Horseshoe, the Developers or such other party as it deems appropriate, will be solely responsible for issuing invoices to such End Users and collecting all fees payable under such invoices. AWS shall be responsible for issuing invoices to and collecting all fees payable under such invoices directly from those End Users who receive services from the Town Sewers. Other than as required under section 4.1(e), the Township shall not be required to collect any 11 H:Constru0ion&Operating Agr®ernetftlAf Engine®rinq`oro-Medonte Towf)sNplsowerMRA-4an 17,03•Finaf.dbc Zio•a 31xo314-080 do d[HSHMQI Page 14t6 of 155oz-at-hvw 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... such fees and shall have no role in the enforcement of remitting fees for services provided by AWS for either the Community Sewers or the Town Sewers, ARTICLE 10. INSURANCE 10.1 AWS shall, upon transfer of ownership of each of the. Sewers from the Developers and the Township and throughout the term of this Agreement, at its sole cost and expense, self insure the Sewers for all major perils, including, fire and standard extended coverage, sprinkler leakages(where applicable), earthquake,flood and oollapse. 10.2 The parties acknowledge and agree that any payments for claims arising from the operation of the Sewers, including sewer backup, are the sole responsibility of AWS. 10.3 In the event of damage to the Sewers for which a claim is made under the Township's environmental insurance coverage, the parties acknowledge and agree that the aforementioned insurance may be subject to a loss deductible clause and that any payments for claims arising from damage to the Sewers that fall within the deductible limit are the sole responsibility of AWS. ARTICLE 11. DEFAULT 11.1 A default (a "Default") shall be deemed to have occurred if any one or more of the following events occur: a) receipt by the 7ownship of"notice that AWS has ceased or threatens to cease to carry, on business, whether such cessation of business be either voluntary or involuntary; b) receipt by the Township of notice of the impending insolvency of AWS; c) failure by AWS to meet its obligations to any third party that would affect the operation of the Sewers;and d) failure by AWS to remedy a Deficiency within the timeframe allocated by AWS to be remedied in the Rectification Plan pursuant to section 6.3 herein, which timeframe shall include any extensions granted or agreed to by the Township. 11.2 In the event of a default the Township shall give written notice to AWS of the nature of the Default, and the timeframe, if applicable, within which AWS shall be required to remedy the Default. if AWS is unable to or fails to remedy such Default within the time frarne and the manner required by the Township, the Township may, in its sole discretion, use the Certified Cheque, where possible to remedy such Default. Notwithstanding anything to the contrary, the Township acknowledges and agrees that it may not be entitled to assume responsibility for the operation of the Sewers in the event of a Default pursuant to section 11.1(c), and that such responsibility may be determined by a trustee in bankruptcy, 11.3. In the event an Operating Default, as defined in the Municipal Responsibility Agreement, which continues twenty-four (24) months beyond the timeframe within which AWS was required to remedy such default, AWS shall immediately upon demand by the Township, transfer ownership of the Facility and the Sewers to the Township, and da whatever acts as may be necessary to affect such transfer. In the event of such transfer, this Agreement shall terminate 12 HAConsuvotion a opereivng AgeeementslANA Engineernngldro-Medonts TownshlplS~MRAJari 17,03-Final.aoc e t o•d 91HOUSN-0do do d l xsxrac1 Page 14N11 t8oz-o1-"vw 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... and neither the Township nor AWS shall have any further obligation hereunder, with the exception of AWS's obligation pursuant to Article 12 herein. The transfer referred to herein shall also refer to any interest AIMS may have in the certified Cheque and the Fund. In addition, to the remedies provided herein, the Township shall have any and all remedies available to it under law for termination of this Agreement pursuant to a default. 11.4 In the event the Township is required to assume responsibility for operation of the Sewers pursuant to a Default under section 11.3 or otherwise obtains ownership of the Sewers, AWS shall assist and cooperate with the Township and/or its agents with effecting such assumption of operations or transfer of ownership, including but not limited to, providing: documentation and records relevant to the operation of the Sewers, employees and/or contractors to assist in operating the Sewers and unrestricted access to the Sewers. AWS shall also transfer to the Township the full amount of monies reserved in the Fund in accordance with Schedule "D', less any amounts expended on Replacement and Reserve Costs pursuant to Article 7 herein. AWS Hereby covenants and agrees to continue to provide sewage service through the 'Facility, notwithstanding the assumption of operation by or transfer of ownership of the Sewers to the Township. ARTICLE 12. INDEMNITY 12.1 AWS agrees to indemnify and shall keep indemnified and save harmless the Township from all loss, damage, cost and expense, claims, demands or actions of every nature and kind whatsoever, including death or injury, arising from or in consequence of the negligent maintenance or operation of the Sewers or any matter under this Agreement, whether such lass, damage, cast or expense, claims,demands or actions is sustained by the Township, AWS, or their several and respective employees, workmen, servants, agents or councilors or any other person. ARTICLE 13. TERMINATION 13.1 Unless earlier terminated as a result of an operating Default, under the Municipal Responsibility Agreement or a Default, this Agreement shall remain in effect until such time as AWS transfers ownership or operations of the Sewers to another party and the Agreement referred to in section 13.3 below is executed. AWS shall not transfer ownership or operations of the Sewers to another party without the prier written consent of the Township,which shall not be unreasonably withhold, 13.2 Either party may terminate this Agreement without cause upon twelve (12) months' advance written notice to the other party. In the event of such termination, AWS shall transfer ownership of the Town Sewers to the "township and AWS shall comply with its obligations as set out in section 11.5 herein. 13.3 Prior to any transfer of ownership or operation of the Sewers, AWS shall have provided the Township with thirty (30) days notice of such impending transfer and shall have advised the prospective owner or operator of this Agreement and its requirement to enter into a similar agreement with the Township and such similar agreement shall have been executed by the Prospective owner or operator and the Township. Notwithstanding the foregoing, nothing contained herein shall restrict AWS from effecting any changes in corporate ownership or structure and continuing its obligations hereunder subsequent to any such change in corporate ownership or structure. 13 HAConstruction&OPWAting Agroaman%\ANA Engineering\0rc.M0darne TownshlplSewerMRA-Jain 17,03-Final.doc IV T o'a ELNOCEW-080 3o d l HSKMOI Page 14:611 M"_01--'rrw 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... 13.4 Upon the coming into force of Municipal Act, 2001 and the enactment of regulations permitting the creation of municipal infrastructure corporations for the operation of water systems, sewers and sewage treatment plants, the parties agree to consider the benefits of creating and participating in such corporation, and if necessary, to amend or rescind this Agreement in consideration thereof, ARTICLE 14. GENERAL PROVISIONS 14.1 All notices, requests, demands or other communications by the terms hereof required or permitted to be given by one party to another shall be given in writing by personal delivery or by registered mail, postage prepaid, addressed to such other party or delivered to such other party as follows: to the Township at: Box 100 Oro Station, ON LOL 2X0 Attention: Township Clerk Fax: (705)487-0133 to AW5 at: 100 King Street West P.O. Box 57159, Jackson Station Hamilton, ON LSP 4X1 Attention: Fax, (9105) 521-9613 or at such other address as may be given by any of them to the others in writing from time to time and such notices, requests, demands or other communications shall be deemed to have been received when delivered, if facsimile transmission three (3) business hours after transmission, or, if mailed, three (3) days after the day following the day of the mailing thereof; provided that if any such notice, request, demand or other communication shall have been mailed and if regular mail service shall be interrupted by strikes or other irregularities, such notices, requests, demands or other communications shall be deemed to have been received three (3)days after the day following the resumption of normal mail service. 14.2 The parties hereto shall sign such further and other documents, cause such meetingz to be held, resolutions passed and by-laws enacted, exercise their vote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect W this Agreement and every part hereof. 14.3 The parties hereto acknowledge and agree that this Agreement shall be registered on title to the Lands and any existing encumbrances registered on title to the Lands shall be postponed in favour of the registration of this Agreement. 14A Time shall be of the essence of this Agreement and of every part hereof and no extension or variation of this Agreement shall operate as a waiver of this provision. 14.5 This Agreement constitutes the entire agreement between the parties hereto with respect to all of the matters herein and its execution has not been induced by, nor do any of the parties hereto rely upon or regard as material, any prier or conourrent representations or writings whatsoever not incorporated herein and made a part hereof. 14 H.%oonstruetim&Operating AgreementMANA Engineartng�pro-modonte TOwnsho ewgrMRA-Jan 17,03-FIMW.doe to•a 31rroa2W--08o AO dIASHM01 Page 14Toft15d0z-of-how 6.c) 2021-117: A By-law to amend By-law 2003-007, being A By-law to Auth... 14.6 In the event that any provision of this Agreement shall, for any reason, be determined to be invalid, illegal or unenforceable in any respect, the parties hereto shall negotiate in good faith and agree as to such amendments, modifications or supplements of this Agreement, that to the maximum extent practicable in light of such determination, implement and give effect to the intentions of the parties as reflected herein, and the other provisions of this Agreement shall, as so amended, modified or supplemented, or otherwise affected by such action, remain in full force and effect. 14.7 This Agreement may be executed in counterparts and by fax,each of which counterpart shall be deemed an original, and all of which when executed and delivered, shall together constitute one and the same instrument. 14.8 Neither this Agreement nor any provision hereof may ba changed, modified, amended or waived except by written agreement exccuted by each party hereto. 14.9 This Agreement shall be construed in accordance with,and governed by, the laws of the Province of Ontario. 14.10 This Agreement and the covenants, provisions, conditions and schedules therein, shall enure to the benetit of and be binding upon the respective successors and assigns of each of the parties hereto. ARTICLE 15, COSTS OF ADMINISTRATION 15.1 AWS hereby covenants and agrees to pay, in addition to the costs associated with the retention of the Township Engineer, to the Township, any and all reasonable costs associated with the negotiation and administration of this Agreement, including any and all costs charged to the Township for retaining legal counsel or other consultants, excluding the maximum amount allocated to the Township Engineer,to the maximum of tan thousand dollars ($10,000.00). For any amounts greater than such amount, the Township shall provide a copy of the invoice to AWS for its review and approval as to payment. IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the data first written above. THE TOWNSHIP OF ORO-MEDONTE AMERICAN WATER SERVICES CANADA CORP. Per: 1 Cff!�� Per; Name: J Neil Craig Flame 7' Title: Mayor :'' Title:Name: n Fenny irk Name: ip clerk MC31RA C• WALLACE Title. Tt vsssb ..= Title: ,;• r ASSISTANT SECRETARY �5 HAConstruction&Operating AgreemenWANA Engine eringlbro-Modonta Towns hlp�SewsrMRA-Jan 17,0&Final.doc 9it7'd aIrroaSw-oHo as 81H13KM7J. Page 1M*6f1M"_ 1-hvw 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... SCHEDULE "A" LEGAL DESCRIPTION OF THE !ANDS Part of Parcel 1-3, Section 51-ME17-3, in the Township of Oro-Medonte (formerly in the Township of Oro), in the county of Simcoe, designated as Part 1 on P{an 51 R-30017, being Part of the East Half of Lot 2, Concession 3 Part of Parcel 1.3, Section Med-3, in the Township of pro-Medonte (formerly in the Township of Oro), I the County of Sirricoe, designated as Part 2 on Plan 51 R-27515, being Part of the East Half of 1-ot 2,Concession 3 Parcel 1-4, Section 51-0ro-3, being composed of Part of Lot 1, Concession 4, designated as Parts 1, 2, and 4 on Plan 51R-15088, Township of Oro-Medonte (formerly in the Township of Oro), County of Simcoe, and Parcel 1-22, Section 51-Oro-3, being part of Lots 1 and 2, Concession 4, Part of Lots 1 and 2, Concession 3, Part of the Original Road Allowance between Concessions 3 and 4 (Closed by By-Law No. 814 registered as Instrument No. 154818, designated as Part 3 on Plan 51 R-15088 and Parts 1, 3, 5, 6, 7, 8, 9, 10, 11, 12, 15, 24, 25, 28, 27, 28, 29, 30, 31, 32, $3, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47 and 48, Plan 51 R-28722,Township of Oro-Medonte(formerly Township of Oro), County of Simooe The Remainder of Parcel 1-3, $action 51-pro-3, being composed of Part of Lot 1, Concession 4, in the Township of Oro-Medonte (formerly in the Township of Oro), in the County of Sirrmcoe HAConstfu&ion&Operating Ag eemems\ANA engineerin9\0ro-Medont970M6hip1$emrMRAQftn 17,03-Final.d0e �.to a 31ROaHN-ouo do alxsKrl01 Page 1M`R 1���-at-��a 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... SCHEDULE"B" DESCRIPTION OF THE SEWERS • Original trunk sewer • Trunk Sewer Extension to be constructed • Phased-in construction of collector sewers, #vrcernain and pumping station to be located within the Adult Community and connected to the Facility (the "Community Sewers") • Additional collector sewers, torcemains and pumping station, which may be constructed on lands owned by the Township within close proximity to the Adult Community and connected to the Facility (the "Town Sewers") 17 HACbnstruction&Operating AgrrsRmentslANA Er:Q1n9er1n91Orrs-Madbnte Townshi4ewerMRA-Jan 17,03-Final.dac B i 0'd SIXOQ3W-OU0 dO d I HSKMOI Page 10.01 1 d�OZ-0 r-�lYN 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... SCHEDULE "C" CERTIFICATE OF APPROVAL FOR THE SEWERS [to be provided once issued by the Ministry] 18 H:1Construction i Operating AgreementsANA Engineenng\Om-Uodorta Town9hip4owerMRA,Jan 17,43•Fin aI doc 610.d sZHOQEN—OHO '40 dIHSid 01 T.—h'dW Page 1 93'ef 1�50Z-O 6.c) 2021-117, A By-law to amend By-law 2003-007, being A By-law to Auth... oz©•a �r��.ei SCHEDULE"D„ REPLACEMENT AND RESERVE COSTS The current configuration of the sewer does not include pumps, other rotating equipment or pumping stations (that degrade over tune). The Replacement Fund Allocation is structured to include routine inspection and maintenance of the sewers and manholes, as well as replacement. Routine sewer maintenance is generally comprised of: Camera inspection every five(5)years or as required Annual inspection of manhole and frame condition Local sewer flushing on an as required basis A contribution will be made to the Replacement Fund Allocation on an annual basis, to cover casts associated with the above, as follows: YEAR CONTRIBUTION YEAR CONTRIBUTION 1 $5 000 11 $6,719 $5,154 12 $6,921 3 $5,305 _13 $7 12g 4 $5.464 14 $7 343 8 $5,628 15 $7 5+63 6 $5,796 16 $7-790 7 $5,97(} 17 $8,023 8 $6,149 18 $3,264 9 $6,334 19 $8,512 10 $6,524 20 $8 767 y9 H,%Canstru.tion&operating Agreements\ANA EnUmerivOro-Msdont9 TOwnOOSeweARA-.lar.1 a,03•Final.doc ozo•d HIND aw-060 E0 dIRSHM01 Page 194-61169F-0T-'kvw