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Home My WebLink AboutNovember 21, 2024 - CouncilTHE CORPORATION OF THE MUNICIPALITY OF BAYHAM COUNCIL MEETING AGENDA MUNICIPAL OFFICE 56169 Heritage Line, Straffordville, ON Council Chambers – HYBRID Thursday, November 21, 2024 7:00 p.m. The November 21, 2024 Council Meeting will allow for a hybrid meeting function. You may attend in person or virtually through the live-stream on the Municipality of Bayham’s YouTube Channel 1. CALL TO ORDER 2. DISCLOSURES OF PECUNIARY INTEREST & THE GENERAL NATURE THEREOF 3. REVIEW OF ITEMS NOT LISTED ON AGENDA 4. ANNOUNCEMENTS 5. PRESENTATIONS 6. DELEGATIONS 7. ADOPTION OF MINUTES OF PREVIOUS MEETING(S) A. Regular Meeting of Council held November 6, 2024 B. Statutory Planning Meeting held November 6, 2024 C. Court of Revision Meeting held November 6, 2024 D. Special Capital Budget Meeting held November 13, 2024 8. MOTIONS AND NOTICE OF MOTION 9. OPEN FORUM 10. RECREATION, CULTURE, TOURISM AND ECONOMIC DEVELOPMENT 10.1 Correspondence 10.1.1 Receive for Information 10.1.2 Requiring Action 10.2 Reports to Council 11. PHYSICAL SERVICES – EMERGENCY SERVICES 11.1 Correspondence 11.1.1 Receive for Information 11.1.2 Requiring Action 11.2 Reports to Council Council Agenda November 21, 2024 2 12. DEVELOPMENT SERVICES – SUSTAINABILITY AND CONSERVATION 12.1 Correspondence 12.1.1 Receive for Information A. Notice of Decision re Minor Variance Application A-18/24 1000381098 Ontario Inc. (Wall) B. Notice of Decision re Minor Variance Application A-19/24 1000381098 Ontario Inc. (Wall) C. Notice of Decision re Minor Variance Application A-20/24 Rempel Friesen D. Notice of Decision re Minor Variance Application A-21/24 Schmitt E. Notice of Decision re Minor Variance Application A-22/24 Gurd F. Notice of Public Meeting re ZBA-26/24 Weber 12.1.2 Requiring Action 12.2 Reports to Council A. Report DS-85/24 by Margaret Underhill, Planning Coordinator/Deputy Clerk re Consent Application E88-24 Wood, 9837 Coyle Road B. Report DS-86/24 by Margaret Underhill, Planning Coordinator/Deputy Clerk re Consent Application E92-24 Fehr, 11010 Culloden Road 13. FINANCE AND ADMINISTRATION 13.1 Correspondence 13.1.1 Receive for Information A. Various Municipalities re Ontario Provincial Police Costs for 2025 B. Long Point Region Conservation Authority re October 2, 2024 Meeting Minutes 13.1.2 Requiring Action 13.2 Reports to Council A. Report CAO-50/24 by Thomas Thayer, CAO re Amendment to Site Plan Agreement – Chesterman Leasing Inc. SPA-02/24 B. Report CAO-51/24 by Thomas Thayer, CAO re Amendment to Site Plan Agreement – Periscope Playhouse Inc. SPA-05/23 14. BY-LAWS A. By-law No. 2024-068 Being a by-law to authorize the execution of a municipal access agreement between the Municipality of Bayham and Xplore Fibre L.P. B. By-law No. 2024-069 Being a by-law to authorize the execution of a municipal access agreement between the Municipality of Bayham and Xplore Inc. Council Agenda November 21, 2024 3 15. UNFINISHED BUSINESS 16. OTHER BUSINESS A. Draft Minutes of the Joint Cemetery Board Meeting held November 12, 2024 16.1 In Camera A. Confidential Item re Sale or disposition of land; a position, plan, procedure, criteria, or instruction to be applied to any negotiations on or to be carried on by or on behalf of the Municipality or Local Board (Fourth Street) B. Confidential Item re Personal Matters about an Identifiable Individual (Museum Advisory Committee Appointment) 16.2 Out of Camera 17. BY-LAW TO CONFIRM THE PROCEEDINGS OF COUNCIL A. By-law No. 2024-070 Being a by-law to confirm all actions of Council 18. ADJOURNMENT THE CORPORATION OF THE MUNICIPALITY OF BAYHAM COUNCIL MEETING MINUTES MUNICIPAL OFFICE 56169 Heritage Line, Straffordville, ON Council Chambers – HYBRID Wednesday, November 6, 2024 7:00 p.m. 7:30 p.m. Statutory Planning Meeting – 2 Applications 8:00 p.m. Court of Revision – North Street Drain The November 6, 2024 Council Meeting was held using hybrid technologies via Zoom and livestreamed on YouTube. PRESENT: MAYOR ED KETCHABAW DEPUTY MAYOR RAINEY WEISLER COUNCILLORS DAN FROESE SUSAN CHILCOTT *via Zoom TIMOTHY EMERSON STAFF PRESENT: CAO THOMAS THAYER *via Zoom CLERK MEAGAN ELLIOTT PLANNING COORDINATOR / DEPUTY CLERK MARGARET UNDERHILL MANAGER OF PUBLIC WORKS / DRAINAGE SUPERINTENDENT STEVE ADAMS 1. CALL TO ORDER Mayor Ketchabaw called the meeting to order at 7:09 pm. 2. DISCLOSURES OF PECUNIARY INTEREST & THE GENERAL NATURE THEREOF No disclosures of pecuniary interest were declared. 3. REVIEW OF ITEMS NOT LISTED ON AGENDA 4. ANNOUNCEMENTS Councillor Chilcott reminded residents of the Remembrance Day activities happening in Vienna and Port Burwell on Sunday, November 10, 2024. CAO Thomas Thayer reminded residents that the Municipal Office will be closed on Monday, November 11, 2024 for Remembrance Day. 5. PRESENTATIONS 6. DELEGATIONS 7. ADOPTION OF MINUTES OF PREVIOUS MEETING(S) A. Regular Meeting of Council held October 17, 2024 Council Minutes November 6, 2024 2 B. Drainage Public Meeting held October 17, 2024 Moved by: Deputy Mayor Weisler Seconded by: Councillor Froese THAT the minutes of the Regular Meeting of Council held October 17, 2024 and the minutes of the Public Drainage Meeting held October 17, 2024 be approved as presented. CARRIED 8. MOTIONS AND NOTICE OF MOTION 9. OPEN FORUM 10. RECREATION, CULTURE, TOURISM AND ECONOMIC DEVELOPMENT 10.1 Correspondence 10.1.1 Receive for Information 10.1.2 Requiring Action 10.2 Reports to Council 11. PHYSICAL SERVICES – EMERGENCY SERVICES 11.1 Correspondence 11.1.1 Receive for Information 11.1.2 Requiring Action 11.2 Reports to Council 12. DEVELOPMENT SERVICES – SUSTAINABILITY AND CONSERVATION 12.1 Correspondence 12.1.1 Receive for Information A. Notice of Public Meeting re Proposed Minor Variance A-18/24 1000381098 Ontario Inc. (Wall) 9 Oak Street B. Notice of Public Meeting re Proposed Minor Variance A-19/24 1000381098 Ontario Inc. (Wall) 11 Oak Street C. Notice of Public Meeting re Proposed Minor Variance A-20/24 Rempel Friesen 56226 Heritage Line D. Notice of Public Meeting re Proposed Minor Variance A-21/24 Schmitt 54180 Eden Line E. Notice of Public Meeting re Proposed Minor Variance A-22/24 Gurd 43 Pitt Street Council Minutes November 6, 2024 3 F. Notice of Public Meeting re Proposed Zoning By-law Amendment ZBA-20/24 Bonney & Cadman 13540 Bayham Drive G. Notice of Public Meeting re Proposed Zoning By-law Amendment ZBA-25/24 Pettigrew 6423 Plank Road H. Notice of Adoption re OPA 38 Municipality of Bayham I. Notice of Passing re Zoning By-law Amendment ZBA-24/24 Municipality of Bayham Moved by: Deputy Mayor Weisler Seconded by: Councillor Froese THAT items 12.1.1 A – I be received for information. CARRIED 12.1.2 Requiring Action Council considered item 13.2 A before considering items 12.2 A & B. 12.2 Reports to Council A. Report DS-83/24 by Margaret Underhill, Planning Coordinator/Deputy Clerk re Rezoning Application ZBA-20/24 Bonney & Cadman 13540 Bayham Drive Moved by: Councillor Emerson Seconded by: Councillor Froese THAT Report DS-83/24 regarding the Bonney Cadman rezoning application ZBA-20/24 be received for information; AND THAT pursuant to Planning Act Regulations Bill 73 Smart Growth for our Communities Act, 2015, it be pointed out that at the public participation meetings held August 15, 2024 and November 6, 2024 associated with this application, there were no attendees and no oral or written submissions received regarding this matter; AND THAT all considerations were taken into account in Council’s decision passing this resolution; AND THAT Zoning By-law No. Z456-2003, as amended, be further amended by changing the zoning on a property located in Concession 10 & 11 Part Lots 21 and 22 at 13540 Bayham Drive from ‘Agricultural (A1)’ Zone to a ‘Site-specific Agricultural (A1-49)’ Zone to permit the development of a detached accessory building (pool house) containing an ARU, seeking relief from the following provisions:  Section 4.2.f).ii) to permit an accessory building with a Maximum Floor Area of 385.4 m2 (4,148.0 ft2), whereas 200.0 m2 (2,152.8 ft2) is the maximum requirement on A1 Zoned lots measuring 0.4 hectares or more.  Section 4.59.e) to permit an Additional Residential Unit with a Maximum Gross Floor Area that is 57.1 percent (144.4 m2 or 1,553.9 ft2 in size) of the primary dwelling unit Council Minutes November 6, 2024 4 (253.1 m2 or 2,724.0 ft2 in size), whereas 40 percent (101.2 m2 or 1,089.7 ft2) is the maximum requirement. AND THAT Zoning By-law No. Z794-2024 be presented to Council for enactment. CARRIED The Council Meeting recessed at 7:57 p.m. to hold a Court of Revision Meeting at 8:00 p.m. The Council Meeting resumed at 8:06 p.m. B. Report DS-84/24 by Margaret Underhill, Planning Coordinator/Deputy Clerk re Rezoning Application ZBA-25/24 Pettigrew Moved by: Councillor Froese Seconded by: Councillor Chilcott THAT Report DS-84/24 regarding the Pettigrew rezoning application be received for information; AND THAT pursuant to Planning Act Regulations Bill 73 Smart Growth for our Communities Act, 2015, it be pointed out that at the public participation meeting held November 6, 2024 associated with this application, there were no written submissions and no oral presentations regarding this matter and that all considerations were taken into account in Council’s decision passing this resolution; AND THAT Zoning By-law No. Z456-2003, as amended, be further amended by changing the zoning on the lands owned by Randall and Deborah Pettigrew identified as 6423 Plank Road from Holding Village Residential (R1(h2)) to Village Residential (R1) Zone; AND THAT Zoning By-law No. Z793-2024 be presented to Council for enactment. CARRIED 13. FINANCE AND ADMINISTRATION 13.1 Correspondence 13.1.1 Receive for Information A. Whitewater Region re OPP Notice of Motion for Funding Support B. Municipality of St. Charles re Green Roads Pilot Program C. Municipality of St. Charles re Asset Retirement Obligations Moved by: Councillor Emerson Seconded by: Deputy Mayor Weisler THAT items 13.1.1 A – C be received for information. CARRIED Council Minutes November 6, 2024 5 13.1.2 Requiring Action 13.2 Reports to Council A. Report CAO-48/24 by Thomas Thayer, CAO re Updated Beach Risk Assessment The Council Meeting recessed to hold a Public Planning Meeting at 7:31 p.m. The Council Meeting resumed at 7:39 p.m. Moved by: Councillor Emerson Seconded by: Deputy Mayor Weisler THAT Report CAO-48/24 re Updated Beach Risk Assessment be received for information; AND THAT any discussion regarding East Beach and/or Pier capital or operating items be directed to the appropriate Special Budget Meeting. CARRIED B. Report CAO-49/24 by Thomas Thayer, CAO re Municipal Access Agreements – Xplore Inc. and Xplore Fibre LP Moved by: Councillor Froese Seconded by: Deputy Mayor Weisler THAT Report CAO-49/24 re Municipal Access Agreements – Xplore Inc. and Xplore Fibre LP be received for information; AND THAT the appropriate by-laws to enter into Municipal Access Agreements with Xplore Inc. and Xplore Fibre LP be brought forward for Council’s consideration. CARRIED 14. BY-LAWS A. By-law No. Z793-2024 Being a by-law to amend By-law No. Z456-2003, as amended – Pettigrew B. By-law No. Z794-2024 Being a by-law to amend By-law No. Z456-2003, as amended – Bonney & Cadman Moved by: Deputy Mayor Weisler Seconded by: Councillor Emerson THAT By-law Nos. Z793-2024 and Z794-2024 be read a first, second, third time and finally passed. CARRIED Council Minutes November 6, 2024 6 15. UNFINISHED BUSINESS 16. OTHER BUSINESS A. Draft Minutes of the Waterfront Advisory Committee Meeting held October 21, 2024 B. Draft Minutes of the Museum Advisory Committee Meeting held October 23, 2024 Moved by: Deputy Mayor Weisler Seconded by: Councillor Emerson THAT the draft minutes of the Waterfront Advisory Committee Meeting held October 21, 2024 and the draft minutes of the Museum Advisory Committee Meeting held October 23, 2024 be received for information. CARRIED 16.1 In Camera 16.2 Out of Camera 17. BY-LAW TO CONFIRM THE PROCEEDINGS OF COUNCIL A. By-law No. 2024-066 Being a by-law to confirm all actions of Council Moved by: Deputy Mayor Weisler Seconded by: Councillor Emerson THAT Confirming By-law No. 2024-066 be read a first, second and third time and finally passed. CARRIED 18. ADJOURNMENT Moved by: Councillor Froese Seconded by: Councillor Chilcott THAT the Council meeting be adjourned at 8:19 p.m. CARRIED MAYOR CLERK THE CORPORATION OF THE MUNICIPALITY OF BAYHAM COURT OF REVISION MINUTES MUNICIPAL OFFICE 56169 Heritage Line, Straffordville, ON Council Chambers - HYBRID Wednesday, November 6, 2024 8:00 p.m. – North Street Drain The November 6, 2024 Court of Revision Meeting was held using hybrid technologies via Zoom and livestreamed on YouTube. PRESENT: MAYOR ED KETCHABAW DEPUTY MAYOR RAINEY WEISLER COUNCILLORS DAN FROESE SUSAN CHILCOTT *via Zoom TIMOTHY EMERSON STAFF PRESENT: CAO THOMAS THAYER CLERK MEAGAN ELLIOTT *via Zoom PLANNING COORDINATOR / DEPUTY CLERK MARGARET UNDERHILL MANAGER OF PUBLIC WORKS / DRAINAGE SUPERINTENDENT STEVE ADAMS ENGINEER JOHN SPRIET *via Zoom PUBLIC ATTENDEES: N/A 1. CALL TO ORDER Mayor Ketchabaw called the Court of Revision to order at 8:01 p.m. 2. DISCLOSURES OF PECUNIARY INTEREST & THE GENERAL NATURE THEREOF No disclosures of pecuniary interest were declared. 3. CHAIRMAN’S REMARKS ON THE PURPOSE OF THE MEETING A. North Street Drain Notice of Court of Revision Pursuant to Chapter D17, Section 41 of the Drainage Act the purpose of the Court of Revision is to provide an opportunity for any person or body entitled to receive Notice to appeal their assessment as per Engineers Report #224032, dated September 20, 2024 as prepared by Spriet Associates. 4. STAFF PRESENTATION A. Report DR-13/24 by Steve Adams, Manager of Public Works / Drainage Superintendent re North Street Drain Court of Revision S. Adams presented Report DR-13/24 and confirmed that no appeals were received by the Clerk. 5. PUBLIC PARTICIPATION No public participation. 6. DISPOSITION Moved by: Councillor Emerson Seconded by: Councillor Froese THAT Report DR-13/24 re North Street Drain Court of Revision be received for information; AND THAT the Court of Revision acknowledge that no appeals have been received with respect to the North Street Drain assessments outlined in Engineer’s Report No. 224032; AND THAT Engineer’s Report No. 224032, dated September 20, 2024, for the North Street Drain be adopted as presented; AND THAT corresponding By-law No. 2024-062 be presented to Council for a third and final reading. CARRIED 7. ADJOURNMENT Moved by: Deputy Mayor Weisler Seconded by: Councillor Chilcott THAT the Court of Revision for the North Street Drain be adjourned at 8:05 p.m. CARRIED MAYOR CLERK THE CORPORATION OF THE MUNICIPALITY OF BAYHAM STATUTORY PLANNING MEETING MINUTES MUNICIPAL OFFICE 56169 Heritage Line, Straffordville, ON Council Chambers – HYBRID Wednesday, November 6, 2024 7:30 p.m. A. Proposed Zoning By-law Amendment ZBA-20/24 Bonney & Cadman 13540 Bayham Drive B. Proposed Zoning By-law Amendment ZBA-25/24 Pettigrew 6423 Plank Road The November 6, 2024 Planning Public Meeting was held using hybrid technologies via Zoom and livestreamed on YouTube. PRESENT: MAYOR ED KETCHABAW DEPUTY MAYOR RAINEY WEISLER COUNCILLORS DAN FROESE SUSAN CHILCOTT *via Zoom TIMOTHY EMERSON STAFF PRESENT: CAO THOMAS THAYER *via Zoom CLERK MEAGAN ELLIOTT PLANNING COORDINATOR / DEPUTY CLERK MARGARET UNDERHILL MANAGER OF PUBLIC WORKS / DRAINAGE SUPERINTENDENT STEVE ADAMS PUBLIC ATTENDEES A: HENRY DALM PUBLIC ATTENDEES B: N/A 1. CALL TO ORDER Mayor Ketchabaw called the meeting to order at 7:30 pm. 2. DISCLOSURES OF PECUNIARY INTEREST & THE GENERAL NATURE THEREOF No disclosures of pecuniary interest were declared. 3. CHAIRMAN’S REMARKS ON THE PURPOSE OF THE MEETING 4. PURPOSE AND EFFECT OF THE PROPOSED AMENDMENT A. Proposed Zoning By-law Amendment ZBA-20/24 Bonney & Cadman 13540 Bayham Drive THE PURPOSE of this By-law Amendment is to rezone the subject property from ‘Agricultural (A1)’ Zone to a ‘Site-Specific Agricultural (A1-XX)’ Zone to facilitate the development of a 2 detached accessory building (pool house) containing an Additional Residential Unit (ARU), seeking relief from the following provisions: • Section 4.2.f).ii) to permit an accessory building with a Maximum Floor Area of 385.4 m2 (4,148.0 ft2), whereas 200.0 m2 (2,152.8 ft2) is the maximum requirement on A1 Zoned lots measuring 0.4 hectares or more. • Section 4.59.e) to permit an Additional Residential Unit with a Maximum Gross Floor Area that is 57.1% (144.4 m2 or 1,553.9 ft2 in size) of the primary dwelling unit (253.1 m2 or 2,724.0 ft2 in size), whereas 40% (101.2 m2 or 1,089.7 ft2) is the maximum requirement. The subject property is known as 13540 Bayham Drive, east side, and south of Talbot Line (Highway 3). THE EFFECT of this By-law is to facilitate the development of an oversized detached accessory building (pool house) that exceeds the maximum permitted floor area, as well as an oversized ARU that exceeds the maximum permitted gross floor area requirement. 5. PUBLIC PARTICIPATION Henry Dalm spoke to the application indicating that this is an updated application and a second public meeting as while steps were being taken to fulfil other approvals from the original application, the Bayham Zoning By-law changed and a new application was required. Mr. Dalm noted his son is present for any additional questions. 6. CORRESPONDENCE No correspondence. 7. OTHER BUSINESS No other business. 8. ADJOURNMENT Moved by: Deputy Mayor Weisler Seconded by: Councillor Emerson THAT the Zoning By-law be considered at a future meeting of Council; AND THAT pursuant to the Planning Act requirements, the second Public Meeting for Zoning Application ZBA-20/24 is now complete at 7:36 p.m. CARRIED APPLICATION B 9. CALL TO ORDER Mayor Ketchabaw called the meeting to order at 7:37 pm. 10. DISCLOSURES OF PECUNIARY INTEREST & THE GENERAL NATURE THEREOF 3 No disclosures of pecuniary interest were declared. 11. CHAIRMAN’S REMARKS ON THE PURPOSE OF THE MEETING 12. PURPOSE AND EFFECT OF THE PROPOSED AMENDMENT B. Proposed Zoning By-law Amendment ZBA-25/24 Pettigrew 6423 Plank Road THE PURPOSE of the By-law is to facilitate the removal of the ‘h2’ Holding Provision on the lands located at 6423 Plank Road, west side and south of Old Mill Line in the Village of Vienna, as part of the clearing of Consent Conditions for Elgin Land Division Committee file number E53-23 that was Conditionally Approved on August 23rd, 2023. The subject property, specifically the proposed Severed Lot, is to be zoned from the ‘Holding Village Residential 1 (R1(h2))’ Zone to ‘Village Residential 1 (R1)’ Zone in the Municipality of Bayham Zoning By-law Z456-2003. THE EFFECT of this By-law will be to satisfy the Conditions of Approval for Elgin Land Division Committee file number E53-23 that was Conditionally Approved on August 23rd, 2023. 13. PUBLIC PARTICIPATION No public participation. 14. CORRESPONDENCE No correspondence. 15. OTHER BUSINESS No other business. 16. ADJOURNMENT Moved by: Deputy Mayor Weisler Seconded by: Councillor Froese THAT the Zoning By-law be considered at a future meeting of Council; AND THAT pursuant to the Planning Act requirements, the Public Meeting for Zoning Application ZBA-25/24 is now complete at 7:39 p.m. CARRIED MAYOR CLERK THE CORPORATION OF THE MUNICIPALITY OF BAYHAM SPECIAL COUNCIL MEETING MINUTES MUNICIPAL OFFICE 56169 Heritage Line, Straffordville, ON Council Chambers - HYBRID Wednesday, November 13, 2024 6:30 p.m. The November 13, 2024 Special Council Meeting was held using hybrid technologies via Zoom and livestreamed on YouTube. PRESENT: MAYOR ED KETCHABAW DEPUTY MAYOR RAINEY WEISLER COUNCILLORS DAN FROESE SUSAN CHILCOTT *via Zoom TIMOTHY EMERSON STAFF PRESENT: CAO THOMAS THAYER CLERK MEAGAN ELLIOTT TREASURER LORNE JAMES MANAGER OF CAPITAL PROJECTS / WATER/WASTEWATER ED ROLOSON MANAGER OF PUBLIC WORKS / DRAINAGE SUPERINTENDENT STEVE ADAMS FIRE CHIEF HARRY BARANIK 1. CALL TO ORDER Mayor Ketchabaw called the meeting to order at 6:30 p.m. 2. DISCLOSURES OF PECUNIARY INTEREST & THE GENERAL NATURE THEREOF 3. 2025-2034 CAPITAL BUDGET - DRAFT A. Report TR-14/24 by Lorne James, Treasurer re 2025-2034 Capital Budget – Draft The Council Meeting recessed at 8:10 p.m. The Council Meeting resumed at 8:21 p.m. Moved by: Councillor Emerson Seconded by: Councillor Chilcott THAT Report TR-14/24 re 2025-2034 Capital Budget - Draft be received for information; AND THAT Council approve in principle the 2025-2034 Capital Budget presented with the following edits:  Reduce funding of PW-107 to 25k  Removal of WW-09  Update FA-02 to be 30k from reserve and 30k from levy  Addition of PW-135 and PW-136 in 2025  Amend PR-02 to remove the playground from the East Beach and replace it with a playground at the Port Burwell Memorial Park AND THAT staff be directed to report on the status of parkland funds on a semi-annually basis for consideration of the Eden and Richmond Pavilions in 2025; AND THAT staff be directed to include an item of shade trees in the draft 2025 Operating Budget for Eden Park for consideration. CARRIED 4. CONFIRMING BY-LAW A. By-law No. 2024-067 Being a by-law to confirm all actions of Council Moved by: Deputy Mayor Weisler Seconded by: Councillor Emerson THAT Confirming By-law No. 2024-067 be read a first, second and third time and finally passed. CARRIED 5. ADJOURNMENT Moved by: Councillor Froese Seconded by: Councillor Chilcott THAT the Council meeting be adjourned at 9:20 p.m. CARRIED MAYOR CLERK ZBA-26/24 NOTICE OF A PUBLIC MEETING CONCERNING A PROPOSED ZONING BY-LAW AMENDMENT IN THE MUNICIPALITY OF BAYHAM APPLICANT: QUINN WEBER LOCATION: 53867 HERITAGE LINE, RICHMOND TAKE NOTICE that the Municipality of Bayham has received a complete application for a proposed Zoning By-law Amendment (ZBA-26/24). AND TAKE NOTICE that the Council of the Corporation of the Municipality of Bayham will hold a public meeting on Thursday, December 5th, 2024, at 7:30 p.m. in the Municipal Council Chambers, 56169 Heritage Line, Straffordville, to consider a proposed Zoning By-law Amendment under Section 34 of the Planning Act. Public Planning Meetings may be viewed virtually through the live-stream on the Municipality of Bayham’s YouTube Channel THE PURPOSE of this By-law Amendment is to rezone the subject property from ‘Hamlet Residential (HR)’ Zone to a ‘Site-Specific Hamlet Residential (HR-XX)’ Zone to permit a reduced Lot Frontage of 19.9 metres and a reduced Lot Area of 755.0 m2. The portion of the lands to be rezoned only pertains to the Retained Lot (Parcel ‘E’) as part of the Consent Application (E27-24) that was approved by the Elgin Land Division Committee. The subject property is known as 53867 Heritage Line, south side, and east of Richmond Road. THE EFFECT of this By-law is to permit a reduced Minimum Lot Frontage and Minimum Lot Area for the proposed Retained Lot (Parcel ‘E’) as part of clearing the Consent Conditions of Approval for Elgin Land Division Committee file number E27-24 that was Conditionally Approved on April 24th, 2024. ANY PERSON may attend the public meeting and/or make a written or verbal representation in support of or in opposition to the proposed amendment. Written comments are to be submitted on or before 12:00 Noon on Wednesday, November 27, 2024 to munderhill@bayham.on.ca or at the municipal office to be included in the public meeting agenda. IF A PERSON OR PUBLIC BODY does not make oral submissions at a public meeting or make written submissions to the Municipality of Bayham before the by-law is passed, the person or public body is not entitled to appeal the decision of the Council of the Corporation of the Municipality of Bayham to the Ontario Land Tribunal. IF A PERSON OR PUBLIC BODY does not make oral submissions at a public meeting, or make written submissions to the Municipality of Bayham before the by-law is passed, the person or public body may not be added as a party to the hearing of an appeal before the Ontario Land Tribunal unless, in the opinion of the Tribunal, there are reasonable grounds to do so. IF YOU WISH to be notified of the adoption of the proposed amendment, you must make a written request to the undersigned. ADDITIONAL INFORMATION relating to the proposed amendment may be obtained at the Municipal Office. Dated at the Municipality of Bayham this 15th day of November 2024. Margaret Underhill Planning Coordinator/Deputy Clerk Municipality of Bayham 56169 Heritage Line, P.O. Box 160 Straffordville, ON, N0J 1Y0 T: 519-866-5521 Ext 222 F: 519-866-3884 E: munderhill@bayham.on.ca W: www.bayham.on.ca Hamlet of Richmond REPORT DEVELOPMENT SERVICES TO: Mayor & Members of Council FROM: Margaret Underhill, Planning Coordinator/Deputy Clerk DATE: November 21, 2024 REPORT: DS-85/24 FILE NO. C-07 / D09.24WOOD Roll # 3401-000-006-08500 SUBJECT: Consent Application E88-24 Wood, Richard & Karen 9837 Coyle Road BACKGROUND Consent application E88-24 was received from the Elgin County Land Division Committee, as submitted by Appointed Agent Jesse Froese on behalf of land owners Richard and Karen Wood, proposing to sever a parcel containing a single-detached dwelling located 9837 Coyle Road. The lands are designated as ‘Agriculture’, ‘Natural Heritage’ and ‘Natural Gas Reservoir’ on Schedule A1: Land Use; and ‘Hazard Lands’ and ‘Significant Woodlands’ on Schedule A2: Constraints, in the Municipality of Bayham Official Plan (Bayham OP). The lands are zoned ‘Agricultural (A1)’ and portions on the subject lands are within the ‘LPRCA Regulation Limit’ on Schedule A, Map No. 6 in Zoning By-law No. Z456- 2003. The application proposes to sever a parcel of land approximately 0.46 hectares (1.1 acres) and to retain approximately 34.0 hectares (84.0 acres) of land. The intent is to create a residential lot with a single- detached dwelling surplus to the needs of the farm operation. Elgin County Land Division Committee will consider the application on December 11, 2024. DISCUSSION The planner’s memorandum attached, dated November 13, 2024, analyzes the application subject to the Provincial Planning Statement, Elgin County Official Plan, the Bayham OP and Zoning By-law. The standard conditions would include: rezoning both the severed and retained parcels, a digital copy of the final survey, planning report fee payable to the Municipality upon the granting of the consent, and purchase of a civic address sign for the retained lands. In addition, the Owner would be required to remove the portion of the existing gravel driveway encroaching on the unopened road allowance, confirm the location of the existing septic bed, install an independent well on the severed lot and provide water quality and quantity testing results, obtain written Staff Report DS-85/24 Wood 2 approval from the LPRCA, and transfer Part 2 (a travelled section of Coyle Road) of the draft reference plan to the Municipality by formal Deed. Staff and municipal planner recommend the support of the consent application for the severance of a surplus farm dwelling with the recommended conditions. STRATEGIC PLAN Not Applicable. ATTACHMENTS 1. Consent Application E88-24 Wood 2. Arcadis Memorandum, dated November 13, 2024 RECOMMENDATION THAT Report DS-85/24 regarding the Consent Application E88-24 Wood be received; AND THAT Council recommend to the Elgin County Land Division Committee that Consent Application E88-24 proposing to create a residential lot for the existing dwelling surplus to the needs of the farm operation be granted subject to the following conditions and considerations: 1. That the Owner obtains approval of a Zoning By-law Amendment for the proposed Severed Lot from a ‘Agricultural (A1)’ Zone to a ‘Site-Specific Rural Residential (RR-XX)’ Zone to permit a Minimum Lot Frontage of 41.5 metres and a Zoning By-law Amendment for the proposed Retained Lot from an ‘Agricultural (A1)’ Zone to a Special Agricultural (A2) Zone to prohibit new dwellings. 2. That the Owner removes from the severed lot the portion of the existing gravel driveway encroaching into the unopened Road Allowance between Concession North Gore and Concession 8. 3. That the Owner confirms the location of the existing septic bed on the proposed severed Lot and meets a minimum setback of 3.0 metres from the property lines. 4. That the Owner installs an independent well on the proposed severed lot to service the existing dwelling and provides written confirmation from a licensed well installer that the private well provides the quality and quantity of potable water required by Provincial standards. 5. That the Owner transfers Part 2 (travelled road) of the Draft Reference Plan to the Municipality of Bayham, and that the Owner prepares a formal Deed to the Municipality that is acceptable to the Municipality of Bayham. 6. That the Owner receives comments and/or written approval from the Long Point Region Conservation Authority in support of the proposed severance. 7. That the Owner provides a Planning Report Fee payable to the Municipality of Bayham upon the conditional granting of the consent. 8. That the Owner provides a digital copy of a survey of the subject lands. 9. That the Owner purchase a civic number sign for the retained lands. Respectfully Submitted by: Reviewed by: Margaret Underhill Thomas Thayer, CMO, AOMC Planning Coordinator|Deputy Clerk Chief Administrative Officer 420 Wes Graham Way, Suite 106 Waterloo, ON, N2L 0A7 Memorandum To/Attention Municipality of Bayham Date November 13, 2024 From Christian Tsimenidis, BES Project No 3404 - 968 cc Subject Richard and Karen Wood – 9837 Coyle Road – Application for Consent E88-24 Summary and Background 1. Arcadis has completed a review of Consent Application E92-24, submitted by Jesse Froese on behalf of Richard and Karen Wood, owners of the lands located at 9837 Coyle Road. The applicant is requesting consent for severance of 0.46 ha (1.1 acres) of land and to retain approximately 34.0 ha. (84.0 acres) of land. The intent is to create a residential lot consisting of an existing single-detached dwelling surplus to the needs of the farm operation. 2. The proposed Severed Lot has a lot frontage of 41.5 metres (136.2 feet) and lot depth of 95.9 metres (317.9 feet) to accommodate the existing single-detached dwelling, existing accessory shed, and propane tank. There is an existing driveway access to the proposed severed lot that would remain as it exists today. The existing single-detached dwelling is serviced by a private well and septic system. It should be noted that the existing single-detached dwelling on the proposed Severed Lot currently shares a private well with the property immediately to the south. A new independent well will be required to service the proposed Severed Lot, which is noted as a Condition of Approval. 3. The proposed Retained Lot has an estimated lot frontage of 434.0 metres (1,423.8 feet) and currently accommodates the existing agricultural operations. It is understood that there are no existing buildings/structures on the proposed Retained Lot and that now new development is proposed. The existing access along Coyle Road to the proposed Retained Lot will remain unaltered as a result of this proposed severance. 4. It is also important to note, as per the Draft Reference Pan provided by the applicant, that PART 2 are lands that are owned by Richard and Karen Wood, but are part of the Travelled Road (Coyle Road). Therefore, as a Condition of Approval, the owners will be required to transfer ownership of the traveled road ARCADIS MEMORANDUM Municipality of BayhamMunicipality of Bayham – November 13, 2024 2 to the Municipality through a formal deed from the landowner to the Municipality, and acceptance of the deed by the Municipality of Bayham 5. The lands are designated as ‘Agriculture’, ‘Natural Heritage’ and ‘Natural Gas Reservoir’ on Schedule A1: Land Use; and ‘Hazard Lands’ and ‘Significant Woodlands’ on Schedule A2: Constraints, in the Municipality of Bayham Official Plan (Bayham OP). The lands are zoned ‘Agricultural (A1)’ and portions on the subject lands are within the ‘LPRCA Regulation Limit’ on Schedule A, Map No. 6 in Zoning By-law Z456-2003. 6. Surrounding uses are agricultural in all directions. The subject lands and surrounding area to the north, west, and east are traversed by woodlands. The owner does not intend to alter the existing buildings/structures on the proposed Severed and Retained Lot. All development is located outside the ‘Significant Woodlands’. Provincial Planning Statement 7. The Provincial Planning Statement (hereafter, “PPS”) provides policy direction with respect to Lot Creation and Lot Adjustments in prime agricultural areas for surplus farm dwelling severances. Section 4.3.3 of the PPS reads as follows: 1. Lot creation in prime agricultural areas is discouraged and may only be permitted in accordance with provincial guidance for: c) one new residential lot per farm consolidation for a residence surplus to an agricultural operation, provided that: 1. the new lot will be limited to a minimum size needed to accommodate the use and appropriate sewage and water services; and Comment: The proposed severed lot is no larger than necessary to meet the minimum size needed to accommodate existing septic system and has adequate water servicing according to the documentation provided by the applicant. The applicant only provided the approximate area of the septic bed on the proposed severed lot, therefore, as a Condition of Approval, the applicant will be required to confirm the exact location of the existing septic bed on the proposed Severed Lot and ensure it meets a minimum setback of 3.0 metres from the property lines. Further, the existing private well is shared with another dwelling south of the proposed Severed Lot. The owner will be required to install a new well to service the existing single-detached dwelling, which is noted as a Condition of Approval. ARCADIS MEMORANDUM Municipality of BayhamMunicipality of Bayham – November 13, 2024 3 2. the planning authority ensures that new dwellings and additional residential units are prohibited on any remnant parcel of farmland created by the severance. The approach used to ensure that no new dwellings or additional residential units are permitted on the remnant parcel may be recommended by the Province, or based on municipal approaches that achieve the same objective; and Comment: The owner is required to rezone the retained lot from A1 to A2 in order to prohibit the development of a future residential dwelling. Therefore, it is our opinion that the proposed consent is consistent with the PPS. Elgin County Official Plan 8. In the Elgin County Official Plan (hereafter, ‘Elgin OP’), policies for Consent and Lot Creation on Lands in the Agricultural Area are found in Section E1.2.3 (New Lots by Consent). Section E1.2.3 indicates that proposals for Consent shall be in conformity with the relevant policies in the Elgin OP, the local Official Plan and the provisions of the Planning Act. Elgin County OP Section E1.2.3.1 provides further direction with respect to the general criteria that consent applications shall address as follows: Provisional consent may be granted subject to appropriate conditions of approval for the severed and/or retained lot. Prior to issuing provisional consent for a new lot for any purpose, the approval authority shall be satisfied that the lot to be retained and the lot to be severed: a) Fronts on and will be directly accessed by a public road that is maintained on a year-round basis; Comment: The proposed severed and retained lots have frontage along Coyle Road. b) Does not have direct access to a Provincial Highway or County Road, unless the Province or the County permits a request for access; Comment: Coyle Road is identified as a Local Road, not a Provincial Highway or County Road. c) will not cause a traffic hazard; Comment: The proposed severance will not cause a traffic hazard, as the existing accesses to the dwelling and agricultural operations will remain unaltered as they exist today. d) has adequate size and frontage for the proposed use in accordance with the local municipal Zoning By-law; ARCADIS MEMORANDUM Municipality of BayhamMunicipality of Bayham – November 13, 2024 4 Comment: The proposed Retained Lot will meet the minimum lot area and frontage requirements in the Bayham Zoning By-law for the future A2 Zone. The proposed Severed Lot will meet the minimum lot area, however, it will have a deficient lot frontage of 41.5 metres, whereas the RR Zone requires 50.0 metres. This will be included as a Site-Specific Exception to future Zoning By-law Amendment as a Condition of Approval. e) notwithstanding d) above, where a zoning by-law amendment or minor variance is required, approval of such amendment or variance shall be included as a condition of the approval of the consent; Comment: As a Condition of Approval, the applicant is required to rezone the proposed severed and retained lots. f) can be serviced with an appropriate water supply and means of sewage disposal, provided there is confirmation of sufficient reserve sewage system capacity and reserve water system capacity within municipal sewage services and municipal water services; Comment: The owner/applicant provided supporting private septic servicing information as part of the application submission, stating that the existing septic system is in adequate condition for the proposed severed lot. The applicant, however, has stated that a private well is required for the proposed severed lot, as there is no existing well on the proposed severed lot and is currently sharing services with the property immediately south. Therefore, as a Condition of Approval, Staff are requesting that the owner installs an independent well on the proposed Severed Lot to service the existing dwelling and that the owner provides written confirmation from a licensed well installer that the private well provides the quality and quantity of potable water required by Provincial standards. g) will not have a negative impact on the drainage patterns in the area; Comment: There are no significant physical changes to the lands proposed, therefore, no negative impacts to drainage patterns are anticipated. h) will not restrict the development of the retained lands or other parcels of land, particularly as it relates to the provision of access, if they are designated for development by this Plan; Comment: The proposed consent will not restrict the development of the retained lands (or other parcels), as the existing accesses will remain unaltered. i) will not have a negative impact on the significant features and functions of any natural heritage feature; in this regard, lots should be restricted in size ARCADIS MEMORANDUM Municipality of BayhamMunicipality of Bayham – November 13, 2024 5 in order to conserve other lands in larger blocks for natural heritage purposes; Comment: The proposed severed lot is located outside of the natural heritage features that traverse the subject property. Notwithstanding this, a portion of the Severed Lot, in the norther end, is with the LPRCA regulatory limit. Though no physical alterations are proposed by the owner on the Severed Lot as a result of this Consent Application, as a Condition of Approval, the owner will need to receive comments and/or written approval from the LPRCA in support of the proposed severance. j) will not have a negative impact on the quality and quantity of groundwater available for other uses in the area; Comment: The applicant has stated that a private well is required for the proposed severed lot, as there is no existing well on the proposed severed lot. Therefore, as a Condition of Approval, Staff are requesting that the owner installs an independent well on the proposed Severed Lot to service the existing dwelling and that the owner provides written confirmation from a licensed well installer that the private well provides the quality and quantity of potable water required by Provincial standards. k) will not have an adverse effect on natural hazard processes such as flooding and erosion; Comment: The proposed severance does not propose any significant physical changes to the subject lands, as many of the existing buildings/structures and agricultural operations will remain as they exist today. Therefore, no adverse impacts are anticipated. l) conform with the local Official Plan; and, Comment: The proposed severance will conform to the Bayham Official Plan, as detailed further in this Memo. m) will conform to Section 51 (24) of the Planning Act, as amended. Comment: Section 51(24) of the Planning Act pertains to the consideration of a Draft Plan of Subdivision. Therefore, it is our opinion that the proposed Consent Application is in conformity with the Elgin OP. Municipality of Bayham Official Plan 9. The Municipality of Bayham Official Plan Section 2.1.7.1 indicates that “farm consolidation shall mean the acquisition of additional farm parcels to be operated as one farm operation”. There are several policies within Section 2.7.1, which are listed as follows: ARCADIS MEMORANDUM Municipality of BayhamMunicipality of Bayham – November 13, 2024 6 a) In the opinion of Municipal Council, a land use conflict shall not be created with agricultural operations or other existing land uses in the immediate area of the subject lands; Comment: It is our opinion that the proposed consent will not result in land use conflicts. The existing single-detached dwelling to be severed as a surplus farm dwelling and existing agricultural operation to be retained will remain as they exist today. b) Where a farm parcel with more than one existing dwelling is being consolidated into a farm operation, only one dwelling may be severed from that farm parcel, and no more than one severance of a surplus dwelling shall be allowed from an original farm parcel regardless of changes in boundary or ownership; Comment: The proposed consent only contemplates the severance of one (1) surplus farm dwelling as a result of farm consolidation. c) A minimum of one existing dwelling within the Municipality of Bayham must be retained by the proponent farm operation, or a registered owner of the proponent farm operation. Comment: It is understood that the owner/applicant owns a minimum of one (1) existing dwelling within the Municipality of Bayham. 10. Sections 2.1.7.2 and 2.1.7.3 of the Bayham Official Plan provides consideration for the approval and requirements of severances for surplus farm dwellings as follows: 2.1.7.2 The severed lot with the surplus farm dwelling shall: a) Be no larger than is necessary to support a private sanitary sewage treatment and disposal system as determined by the appropriate approval authority, and be serviced by a potable water supply; Comment: The proposed severed lot is no larger than necessary to support existing servicing. The applicant only provided the approximate area of the septic bed on the proposed severed lot, therefore, as a Condition of Approval, the applicant will be required to confirm the exact location of the existing septic bed on the proposed Severed Lot and ensure it meets a minimum setback of 3.0 metres from the property lines. Further, the existing private well is shared with another dwelling south of the proposed Severed Lot. The owner will be required to install a new well to service the existing single-detached dwelling, which is noted as a Condition of Approval. ARCADIS MEMORANDUM Municipality of BayhamMunicipality of Bayham – November 13, 2024 7 b) Meet the provisions of the MDS 1 for livestock facilities and manure storage facilities on the proposed retained lands; and, Comment: It is understood there are no livestock operations identified in the immediate area warranting MDS concerns. No new residential development or livestock operations are proposed. c) Be rezoned in a Rural Residential Zone in the Zoning By-law of the Municipality of Bayham Comment: As a Condition of Approval, the owner is required to rezone the proposed Severed Lot from A1 to RR-XX with a Site-Specific Exception to permit a Minimum Lot Frontage of 41.5 metres. 2.1.7.3 The severed lot with the surplus farm dwelling may: a) Include accessory buildings and structures if in the opinion of Municipal Council a land use conflict will not be created; and, Comment: The existing shed on the proposed Severed Lot will remain and it is our opinion that it will not create a land use conflict. b) Include accessory buildings and structures where the property has been rezoned to prohibit the keeping of livestock Comment: The applicant is not including accessory buildings and structures on the proposed Severed Lot for the keeping of livestock. The keeping of livestock on the proposed Severed Lot is prohibited in the RR Zone. 11. Section 2.1.7.4 of the Bayham Official Plan provides additional consideration for the approval and requirements of the retained agricultural lands as follows: a) Depending on the current zoning and lot size, meet the provisions of the Agricultural (A1 / A1-A) Zone regulations of the Zoning By-law of the Municipality of Bayham; and, Comment: The proposed Retained Lot will meet the minimum lot area and lot frontage requirements of the A2 Zone, as the applicant will be required to rezone the proposed retained lot from A1 to A2 Zone. b) Be rezoned to prohibit the placement, development, or establishment of any additional type or form of residential dwelling units thereon, regardless of changes in property boundary or ownership. Comment: The owner is required to rezone the retained lot from A1 to A2 in order to prohibit the development of a future residential dwelling. Therefore, based on the analysis provided above, the proposed consent is in conformity with Bayham Official Plan. ARCADIS MEMORANDUM Municipality of BayhamMunicipality of Bayham – November 13, 2024 8 Municipality of Bayham Zoning By-law 12. The proposed Severed Lot is currently zoned Agriculture (A1) on Schedule ‘A’ Map No.6 in Municipality of Bayham Zoning By-law Z456-2003. The proposed Severed Lot must be rezoned to a Rural Residential (RR) Zone, consistent to the resulting residential use and Official Plan Section 2.1.7.2 policies for surplus farm dwellings. The proposed lot configuration by the applicant can accommodate the Minimum Lot Area of 0.4 hectares, however, a Site-Specific Exception will be required to permit a Minimum Lot Frontage of 41.5 metres, as it does not meet the minimum requirement of 50 metres in the RR zone. It is our opinion that the reduced Minimum Lot Frontage will not have any significant impact to the existing and surrounding area and has sufficient frontage to accommodate the existing access along Coyle Road. 13. The proposed Retained Lot currently zoned ‘Agriculture (A1)’ and must be rezoned to a ‘Special Agricultural (A2)’ Zone to prohibit new dwellings, as per Official Plan Section 2.1.7.4. The proposed Retained Lot meets the minimum Lot Area of 20.0 hectares and Minimum Lot Frontage of 150.0 metres required in the A2 Zone. Long Point Region Conservation Authority 14. As previously mentioned in this Memo, portions of the subject property are within the “LPRCA Regulation Limit”. The northern portion of the proposed severed lot is within the LPRCA Regulation Limit, however, the existing dwelling and/or structures to remain unaltered are located outside of the regulated area. Further, the northern property line of the proposed Severed Lot will match the Top of Bank of the existing pond/regulated feature. Though no physical alterations are proposed by the owner on the Severed Lot as a result of this Consent Application, as a Condition of Approval, the owner will need to receive comments and/or written approval from the LPRCA in support of the proposed severance. Conclusion and Recommendations 15. Based on the above review of Consent Application E88-24 we have no objection to the proposed consent to create a residential lot for the existing dwelling surplus to the needs of the farm operation and recommend the following conditions for approval: a) That the owner obtains approval of a Zoning By-law Amendment for the proposed Severed Lot from a ‘Agricultural (A1)’ Zone to a ‘Site-Specific Rural Residential (RR-XX)’ Zone to permit a Minimum Lot Frontage of 41.5 metres. b) That the owner obtains approval of a Zoning By-law Amendment for the proposed Retained Lot from an ‘Agricultural (A1)’ Zone to a Special Agricultural (A2) Zone to prohibit new dwellings. ARCADIS MEMORANDUM Municipality of BayhamMunicipality of Bayham – November 13, 2024 9 c) That the owner removes the portion of the existing gravel driveway encroaching into the unopened Road Allowance between Concession North Gore and Concession 8. d) That the owner confirms the location of the existing septic bed on the proposed Severed Lot and meets a minimum setback of 3.0 metres from the property lines. e) That the owner installs an independent well on the proposed Severed Lot to service the existing dwelling and that the owner provides written confirmation from a licensed well installer that the private well provides the quality and quantity of potable water required by Provincial standards. f) That the owner transfers PART 2 (travelled road) of the Draft Reference Plan to the Municipality of Bayham and that the owner prepare a formal Deed to the Municipality that is acceptable to the Municipality of Bayham. g) That the owner receives comments and/or written approval from the Long Point Region Conservation Authority in support of the proposed severance. h) That the owner provides a Planning Report Fee payable to the Municipality of Bayham. i) That the owner provides a digital copy of a survey of the subject lands. j) That the applicant apply to and pay all fees to the Municipality with respect to Civic Addressing/signage for the retained lot, where necessary. Christian Tsimenidis Arcadis Professional Services (Canada) Inc. Christian Tsimenidis, BES Consulting Planner to the Municipality of Bayham REPORT DEVELOPMENT SERVICES TO: Mayor & Members of Council FROM: Margaret Underhill, Planning Coordinator/Deputy Clerk DATE: November 21, 2024 REPORT: DS-86/24 FILE NO. C-07 / D09.24FEHR Roll # 3401-000-005-07100 SUBJECT: Consent Application E92-24 Fehr, A & A 11010 Culloden Road BACKGROUND Consent application E92-24 was received from the Elgin County Land Division Committee, as submitted by Appointed Agent Mike Chromczak (M&J Chromczak Farms Inc.) on behalf of land owners Abraham and Anita Fehr, proposing to sever from the subject lands located at 11010 Culloden Road an addition to a lot. The lands are designated as ‘Agriculture’ and portions of ‘Natural Heritage’ on Schedule ‘A1’ (Land Use) in the Bayham Official Plan. The northern portion of the lands are traversed by the ‘Hazard Lands’ overlay, which are associated with the ‘Natural Heritage’ designation, on Schedule ‘A2’ (Constraints) of the Bayham Official Plan. No new development is proposed, nor is the proposed Lot Addition impacted by these ‘Hazard Lands’. The lands, 11010 Culloden Road, are zoned ‘Agricultural’ (A1) and the lands, 54472 Eden Line, are zoned ‘Agricultural (A1-A)’, on Schedule ‘A1’ Map No. 1 of the Municipality of Bayham Zoning By-law No. Z456-2003. The application proposes to sever a parcel of land approximately 6.88 hectares (17.0 acres) to merge on title with the lands to the east, municipally known as 54472 Eden Line and to retain approximately 27.3 hectares (67.5 acres) of land. The intent of the lot addition is to permit the owner of 54472 Eden Line receiving the lands access to the drainage ditch that runs along the northern border of the proposed property line allowing the owner to tile and drain wet portions of the existing agricultural field. . Elgin County Land Division Committee will consider the application on January 22, 2025. DISCUSSION The planner’s memorandum attached, dated November 13, 2024, analyzes the application subject to the Provincial Planning Statement, Elgin County Official Plan, Municipality of Bayham Official Plan, and Zoning By-law. The standard conditions would include: a digital copy of the final survey, a Letter of Undertaking for the lands to merge, and the planning report fee payable to the Municipality upon the consent being granted. Staff Report DS-92/24 Fehr 2 Staff and municipal planner recommend the support of the consent application for the addition to a lot with the recommended conditions. STRATEGIC PLAN Not Applicable. ATTACHMENTS 1. Consent Application E92-24 Fehr 2. Arcadis Memorandum, dated November 13, 2024 RECOMMENDATION THAT Report DS-86/24 regarding the Consent Application E92-24 Fehr be received; AND THAT Council recommend to the Elgin County Land Division Committee that Consent Application E92-24 be granted subject to the following conditions and considerations: 1. That the Owner provides a digital copy of a survey of the subject lands. 2. That the Owner provides a Letter of Undertaking from their solicitor for the lands to merge on title. 3. That the Owner provides the Planning Report Fee payable to the Municipality of Bayham upon the granting of the consent by the Elgin County Land Division Committee. Respectfully Submitted by: Reviewed by: Margaret Underhill Thomas Thayer, CMO, AOMC Planning Coordinator|Deputy Clerk Chief Administrative Officer 420 Wes Graham Way, Suite 106 Waterloo, ON, N2L 0A7 Memorandum To/Attention Municipality of Bayham Date November 13, 2024 From Christian Tsimenidis, BES Project No 3404 - 967 cc Subject Abraham and Anita Lyn Fehr – 11010 Culloden Road – Application for Consent E92-24 Summary and Background 1. Arcadis has completed a review of Consent Application E92-24, submitted by M&J Chromczak Farms Inc. (c/o Mike Chromczak), on behalf of Abraham and Anita Lyn Fehr, owners of the lands located at 11010 Culloden Road. The applicant is requesting to sever approximately 6.88 hectares (17.0 acres) from 11010 Culloden Road as a Lot Addition to be merged on title with the lands immediately east, municipally known as 54472 Eden Line. The subject property will retain an approximate Lot Area of 27.3 hectares (67.5 acres) and Lot Frontage of 581 metres (1,906.2 feet) along Culloden Road. The lands receiving the Lot Addition will have an approximate Lot Area of 58.0 hectares (143.4 acres), Lot Frontage of 406.4 metres (1,333.3 feet) along Eden Line, and Flankage of 147 metres (482.3 feet) along Culloden Line. 2. The proposed division line of the Lot Addition follows an existing drain. The intent of the proposed Lot Addition is to allow the owner of 54472 Eden Line receiving the lands access to the drainage ditch that runs along the Northern edge of the proposed property line. As per the applicant, this will allow the owner to tile and drain wet portions of the existing agricultural field on 54472 Eden Line, as they would have access to an outlet. Further, the applicant notes that the proposed Lot Addition will provide an opportunity for the owners of the subject property to grow their agricultural business, as the land is currently less productive because of the need for tile drainage, however, when the boundary is adjusted it will be tiled. 3. The Retained Lot consists of a single-detached dwelling, greenhouse, barn and supplementary farm dwelling for workers, which will remain as they exist today. The owners are not proposing any new development as a result of the proposed Lot Addition. Both lots will continue to have frontage along a public road and the existing access will remain unaltered. The proposed Lot Addition does not consist of any buildings/structures and is actively farmed. ARCADIS MEMORANDUM Municipality of BayhamMunicipality of Bayham – November 13, 2024 2 4. The surrounding uses are predominantly agricultural, with natural heritage features traversing through the subject property and surrounding lands to the east and west. Given that the proposed Consent Application will not result in a change of land use or new building/structures, the existing natural heritage features will not be impacted. The subject lands are also located immediately south of Hamlet of Corinth, which is predominantly residential. 5. The lands are designated as ‘Agriculture’ and portions of ‘Natural Heritage’ on Schedule ‘A1’ (Land Use) in the Bayham Official Plan. The northern portion of the lands are traversed by the ‘Hazard Lands’ overlay, which are associated with the ‘Natural Heritage’ designation, on Schedule ‘A2’ (Constraints) of the Bayham Official Plan. No new development is proposed, nor is the proposed Lot Addition impacted by these ‘Hazard Lands’. The lands, 11010 Culloden Road, are zoned ‘Agricultural’ (A1) and the lands, 54472 Eden Line, are zoned ‘Agricultural (A1- A)’, on Schedule ‘A1’ Map No. 1 of the Municipality of Bayham Zoning By-law Z456-2003. Provincial Planning Statement 6. The Provincial Planning Statement (hereafter, “PPS”) provides policy direction with respect to Lot Creation and Lot Adjustments in prime agricultural areas. Section 4.3.3.2 of the PPS reads as follows: 2. Lot adjustments in prime agricultural areas may be permitted for legal or technical reasons. 7. Comment: It is our opinion that the proposed Consent Application is consistent with the PPS, as the proposed Lot Addition is required for drainage purposes. As previously mentioned, the proposed Lot Addition will allow the owner of 54472 Eden Line receiving the lands access to the drainage ditch that runs along the Northern edge of the proposed property line. This will allow the owner to tile and drain wet portions of the existing agricultural field on 54472 Eden Line, as they would have access to an outlet. Elgin County Official Plan 8. In the Elgin County Official Plan (hereafter, ‘Elgin OP’), policies for Boundary Adjustments are found in Section E1.2.3.2. The Elgin OP does not contain policies specifically pertaining to Lot Additions for agricultural lots, only for the creation of a new lot. Therefore, the proposed Consent Application will be assessed based on the Boundary Adjustment policy as follows: A consent may be permitted for the purpose of modifying lot boundaries, provided no new building lot is created. In reviewing an application for such a boundary adjustment, the approval authority shall be satisfied that the boundary adjustment will not affect the viability of the use of the properties affected as intended by this Plan. In addition, the approval authority shall be ARCADIS MEMORANDUM Municipality of BayhamMunicipality of Bayham – November 13, 2024 3 satisfied that the boundary adjustment will not affect the viability of the agricultural parcels affected. 9. Comment: It is our opinion that the proposed Lot Addition is in conformity with the Elgin OP, as it will no new development is proposed, and will enhance the viability of the Retained Lot and lot receiving the Lot Addition for agricultural purposes. The proposed Lot Addition will allow the owner of 54472 Eden Line receiving the lands access to the drainage ditch that runs along the Northern edge of the proposed property line. This will allow the owner to tile and drain wet portions of the existing agricultural field on 54472 Eden Line, as they would have access to an outlet. This will increase productivity of the agricultural lands. Municipality of Bayham Official Plan 10. Section 2.1.6 of the Municipality of Bayham Official Plan provides policy direction with respect to the “Division of Agricultural Parcels”. More specifically, Section 2.1.6.2 of the Official Plan does permit the assembling and disassembling of agricultural land into more efficient or more productive farming units, provided that Consent Applications seeking to divide agricultural parcels have regard to the following criteria: a) The need to discourage the unwarranted fragmentation of farmland; Comment: It is our opinion that the proposed severance for a Lot Addition of 6.88 hectares (17.0 acres) will not result in the fragmentation of farmland. The proposed lot sizes, current and historical crops grown on the subject lands would not have adverse impacts to the viability of the agricultural lands. b) The agricultural capability of the land; Comment: The lands are actively farmed and will continue to be farmed as a result of the proposed consent. c) The type of agricultural activity engaged in and proposed to be engaged in; Comment: The applicant has noted and demonstrated that the farmlands are currently used to grow cash crop. d) Both the severed and retained parcels must be sufficiently large enough to permit flexibility for future changes in the type or size of the farming operation, in order to meet changing economic conditions; Comment: It is our opinion that the proposed severed and retained parcel sizes will provide sufficient area to permit flexibility for future changes in farming operation. The minimum lot areas and lot frontages proposed for both lots will meet the requirements of the Zoning By-law. ARCADIS MEMORANDUM Municipality of BayhamMunicipality of Bayham – November 13, 2024 4 e) The severed and retained parcels are both suitable for the type of agriculture use(s) common in the area and the farm size is appropriate for the type of agriculture operation proposed; Comment: The lands are actively farmed and will continue to be farmed as a result of the proposed consent. f) The requirements of the Planning Act; Comment: The proposed severance will meet the requirements of the Planning Act. g) The minimum farm parcel size as established in the Zoning By-law; and, Comment: The minimum lot areas and lot frontages proposed for both lots will meet the requirements of the Zoning By-law. h) The Minimum Distance Separation Formula I. Comment: MDS I does not apply for the proposed severance, as no new residential development is proposed on the lands. Therefore, based on the analysis provided above, the proposed Consent Application is in conformity with the Bayham Official Plan. Municipality of Bayham Zoning By-law 11. The Retained Lot, 11010 Culloden Road, is zoned ‘Agricultural’ (A1) and the lands receiving the Lot Addition, 54472 Eden Line, are zoned ‘Agricultural (A1-A)’, on Schedule ‘A1’ Map No. 1 of the Municipality of Bayham Zoning By-law Z456-2003. The A1 Zone requires a Minimum Lot Area of 20.0 hectares and Minimum Lot Frontage of 150.0 metres. The subject property will retain an approximate Lot Area of 27.3 hectares (67.5 acres) and Lot Frontage of 581 metres (1,906.2 feet) along Culloden Road. Therefore, the Retained Lot will meet the requirements of the Zoning By-law and does not require a Zoning By-law Amendment or Minor Variance Application. 12. The A1-A Zone requires a Minimum Lot Area of 40.0 hectares and Minimum Lot Frontage of 150.0 metres. The lands receiving the Lot Addition will have an approximate Lot Area of 58.0 hectares (143.4 acres), Lot Frontage of 406.4 metres (1,333.3 feet) along Eden Line, and Flankage of 147 metres (482.3 feet) along Culloden Line. Therefore, the lands receiving the Lot Addition will meet the requirements of the Zoning By-law and do not require a Zoning By-law Amendment or Minor Variance Application. Conclusion and Recommendations ARCADIS MEMORANDUM Municipality of BayhamMunicipality of Bayham – November 13, 2024 5 13. Based on the above review of Consent Application E92-24 we have no objection to the proposed consent to for a Lot Addition and recommend the following conditions for approval: a) That the owner provides a Letter of Undertaking for the lands to merge. b) That the owner provides a digital copy of a survey of the subject lands. c) That the owner provides a Planning Report Fee payable to the Municipality of Bayham. Christian Tsimenidis Arcadis Professional Services (Canada) Inc. Christian Tsimenidis, BES Consulting Planner to the Municipality of Bayham November 6, 2024 Premier Doug Ford Legislative Building Queen’s Park Toronto, ON M7A 1A1 Via email: premier@ontario.ca Dear Honourable Premier Ford, Re. Resolution – Ontario Provincial Police Costs for 2025 Please be advised that the Council of the Corporation of the Township of Howick, at its meeting held November 5, 2024 enacted the following resolution: MOVED BY: Councillor Rognvaldson SECONDED BY: Councillor Grimes WHEREAS the Township of Howick’s 2025 OPP Annual Billing Costs represents a 21.15% increase over the 2024 OPP Annual Billing Costs, with many small, rural municipalities across Ontario facing even larger increases for 2025; AND WHEREAS this 21.15% increase in OPP costs equates to more than a 2.8 per cent tax increase before Howick Township even begins its 2025 budget process in terms of levels of services; AND WHEREAS the downloading of costs such as these from the province and the subsequent significant cost increases are not feasible or sustainable for small, rural municipalities in Ontario who are bound to raising their revenue solely through property taxes and user fees; NOW THEREFORE BE IT RESOLVED THAT the Council of the Township of Howick adopt and endorse Resolution No. 229 of the Municipality of Tweed and further calls on the Ontario Government to immediately implement sustainable funding for small, rural municipalities by reabsorbing the cost of the Ontario Provincial Police Force back into the provincial budget with no cost recovery to municipalities. CARRIED. The Township of Howick appreciates the province’s attention to the financial challenges faced by small, rural municipalities and looks forward to a collaborative solution. Sincerely, Caitlin Gillis Caitlin Gillis, Clerk-Administrator Cc: The Honourable Michael Kerzner, Solicitor General The Honourable Peter Bethlenfalvy, Minister of Finance The Association of Municipalities of Ontario, All Municipalities of Ontario Huron-Bruce MPP Lisa Thompson County of Huron Howick Township 44816 Harriston Road Gorrie, ON N0G 1X0 Phone: Fax: Email: Website: 519-335-3208 ext. 2519-335-6208clerk@howick.cawww.howick.ca Municipality of Tweed Council Meeting Council Meeting Councillor P. Valiquette Tuesday, April 23, 2024 Resolution No. Title: Date: Moved by Seconded by P. Valiquette J. Palmateer WHEREAS it is apparent that the Ontario Government has overlooked the needs of small rural Ontario; AND WHEREAS Ontario’s small rural municipalities face insurmountable challenges to fund both upfront investments and ongoing maintenance of their capital assets including roads, bridges, water/ wastewater and municipally owned buildings including recreational facilities, libraries and other tangible capital assets: AND WHEREAS small rural Ontario’s operating needs consume the majority of property tax revenue sources; AND WHEREAS small rural municipalities (of 10,000 people or less) are facing monumental infrastructure deficits that cannot be adequately addressed through property tax revenue alone; *AND WHEREAS in 2015 the provincial government moved to standardized billing for all non-contract D.P.P. (5.1) locations; AND WHEREAS the Ontario Government has committed $9.1 billion to Toronto alone to assist with operating deficits and the repatriation of the Don Valley and Gardner Expressway; and $534 million to Ottawa for the repatriation of Hwy 174; AND WHEREAS the annual cost of the Ontario Provincial Police, Municipal Policing Bureau for small rural non-contract (5.1) municipalities is approximately $428 million; AND WHEREAS this annual cost is significantly less than the repatriation costs of the Gardiner Express Way, the Don Valley Parkway and Highway 174 (Ottawa Region) but provides a greater impact to the residents of the Province overall; AND WHEREAS this will afford relief to small rural municipalities for both infrastructure and operating needs while having a minimal impact on the provincial budget; NOW THEREFORE BE IT RESOLVED THAT The Municipality of Tweed call on the Ontario Government to immediately implement sustainable funding for small rural municipalities by reabsorbing the cost of the Ontario Provincial Police Force back into the provincial budget with no cost recovery to municipalities: AND FURTHER, that Council direct staff to circulate this resolution to Premier Doug Ford (premier@ontario.ca). Minister of Solicitor General, Minister of Finance, and to the Association of Municipalities of Ontario (amo@amo.on.cat and all Municipalities in Ontario. November 14, 2024 Hon. Doug Ford Premier of Ontario Legislative Building, Queen’s Park Toronto, ON M7A 1A1 Email: premier@ontario.ca Dear Honourable Doug Ford, RE: OPP Detachment Billing Increases Please be advised that the Council of the Corporation of the Municipality of Leamington, at its meeting held Tuesday, November 12, 2024 enacted the following resolution: WHEREAS current police services within the Municipality of Leamington (hereinafter referred to as the ‘Municipality’) are provided by the Ontario Provincial Police (hereinafter referred to as the ‘OPP’); AND WHEREAS the Municipality and the local OPP detachment have worked in a positive, collaborative and effective manner for decades; AND WHEREAS historical increases in OPP Annual Billing Statements have trended around 5.67%; AND WHEREAS the OPP submitted their 2025 Annual Billing Statement to the Municipality on October 4, 2024, that identifies an approximate $833,000 (14.45%) increase from 2024 to 2025 that will translate to an approximate 2.48% tax rate increase, in addition to what the Municipality was contemplating for the residents of Leamington; AND WHEREAS the Municipality was not consulted nor provided any advanced notice from the Commissioner regarding the significant cost increase received for OPP services; AND WHEREAS the Municipality cannot afford to absorb this unexpected and entirely preventable increase without causing undo financial strain to our taxpayers; THEREFORE BE IT RESOLVED THAT the Municipality of Leamington wishes to dispute the 2025 OPP Annual Billing Statement; AND FURTHER THAT the Town requests that the 2025 OPP Annual Billing Statement be reduced to an approximate 5% increase that is more manageable for the Municipality and in line with historical trends; AND FURTHER THAT any increase above 5% be absorbed by the province as the additional costs are directly the result of collective bargaining that was within the control of the OPP and should have been known to be financially unsustainable for the municipalities that now need to pay the bill; AND FURTHER THAT the Municipality request that the County of Essex undertake a feasibility study for a County Police Force; AND FURTHER THAT a copy of this Resolution be sent to the Honourable Doug Ford, Premier of Ontario, the Honourable Michael Kerzner, Solicitor General, MPP Trevor Jones, the County of Essex, and all 329 municipalities serviced by OPP. Yours Truly, Abbie Marchildon, Council and Committee Coordinator cc: The Hon. Michael Kerzner, Solicitor General Trevor Jones, MPP County of Essex All 329 municipalities serviced by the OPP Township of Horton 2253 Johnston Rd. Renfrew, ON K7V 3Z8 (o) 613-432-6272 (f) 613-432-7298 reception@hortontownship.ca CERTIFIED TRUE COPY Moved by: Councillor Webster Resolution No.: 2024-160 Seconded by: Councillor Webs November 5th, 2024 WHEREAS it is apparent that the Ontario Government has overlooked the needs of small rural Ontario; AND WHEREAS Ontario’s small rural municipalities face insurmountable challenges to fund both upfront investments and ongoing maintenance of their capital assets including roads, bridges, water/wastewater and municipally owned buildings including recreational facilities, libraries and other tangible capital assets: AND WHEREAS small rural Ontario’s operating needs consume the majority of property tax revenue sources; AND WHEREAS small rural municipalities (of 10,000 people or less) are facing monumental infrastructure deficits that cannot be adequately addressed through property tax revenue alone; AND WHEREAS in 2015 the provincial government moved to standardized billing for all non-contract D.P.P. (5.1) locations; AND WHEREAS the Ontario Government has committed $9.1 billion to Toronto alone to assist with operating deficits and the repatriation of the Don Valley and Gardner Expressway; and $534 million to Ottawa for the repatriation of Hwy 174; AND WHEREAS the annual cost of the Ontario Provincial Police, Municipal Policing Bureau for small rural non-contract (5.1) municipalities is approximately $428 million; Page 1 Township of Horton 2253 Johnston Rd. Renfrew, ON K7V 3Z8 (o) 613-432-6272 (f) 613-432-7298 reception@hortontownship.ca AND WHEREAS this annual cost is significantly less than the repatriation costs of the Gardiner Express Way, the Don Valley Parkway and Highway 174 (Ottawa Region) but provides a greater impact to the residents of the Province overall; AND WHEREAS this will afford relief to small rural municipalities for both infrastructure and operating needs while having a minimal impact on the provincial budget; NOW THEREFORE BE IT RESOLVED THAT The Township of Horton call on the Ontario Government to immediately implement sustainable funding for small rural municipalities by reabsorbing the cost of the Ontario Provincial Police Force back into the provincial budget with no cost recovery to municipalities: AND FURTHER THAT Council direct staff to circulate this resolution to Premier Doug Ford, Minister of Solicitor General, Minister of Finance, and to the Association of Municipalities of Ontario, MPP John Yakabuski, and all Municipalities in Ontario. X CARRIED Hope Dillabough, CAO/Clerk Page 2 LONG POINT REGION CONSERVATION AUTHORITY Board of Directors Meeting Minutes of October 2, 2024 Approved November 6, 2024 FULL AUTHORITY COMMITTEE MEMBERS Shelley Ann Bentley, Dave Beres, Doug Brunton, Robert Chambers, Michael Columbus, Tom Masschaele, Jim Palmer, Stewart Patterson, Rainey Weisler, Chris Van Paassen, Peter Ypma - 1 - Members in attendance: Robert Chambers, Chair County of Brant Dave Beres, Vice-Chair Town of Tillsonburg Shelley Ann Bentley Haldimand County Doug Brunton Norfolk County Michael Columbus Norfolk County Tom Masschaele Norfolk County Jim Palmer Township of Norwich Chris Van Paassen Norfolk County Rainey Weisler Municipality of Bayham/Township of Malahide Peter Ypma Township of South-West Oxford Regrets: Stewart Patterson Haldimand County Staff in attendance: Judy Maxwell, General Manager Aaron LeDuc, Manager of Corporate Services Leigh-Anne Mauthe, Manager of Watershed Services Jessica King, Social Media and Marketing Associate Dana McLachlan, Executive Assistant *S. Bentley joined the meeting at 6:35 p.m. 1. Welcome and Call to Order Chair, Robert Chambers called the meeting to order at 6:30 p.m., Wednesday, October 2, 2024. The Chair acknowledged the passing of former Board Member, Chair of the Backus Museum Committee, and Norfolk County Councilor, Betty Chanyi. Betty was a supporter of the conservation authority and an active supporter of the community. Betty will be dearly missed. 2. Additional Agenda Items There were no items added to the agenda. 3. Approval of the Agenda A-110/24 Moved by J. Palmer Seconded by P. Ypma THAT the LPRCA Board of Directors approves the agenda as circulated. Carried FULL AUTHORITY COMMITTEE MEMBERS Shelley Ann Bentley, Dave Beres, Doug Brunton, Robert Chambers, Michael Columbus, Tom Masschaele, Jim Palmer, Stewart Patterson, Rainey Weisler, Chris Van Paassen, Peter Ypma - 2 - 4. Declaration of Conflicts of Interest None were declared. 5. Minutes of the Previous Meeting a) Hearing Board Meeting Minutes – September 4, 2024 A-111/24 Moved by M. Columbus Seconded by T. Masschaele THAT the minutes of the LPRCA Hearing Board Meeting held September 4, 2024 be adopted as circulated. Carried b) Board of Directors Meeting Minutes - September 4, 2024 A-112/24 Moved by R. Weisler Seconded by P Ypma THAT the minutes of the LPRCA Board of Directors Meeting held September 4, 2024 be adopted as circulated. Carried 6. Business Arising There was no business arising from the previous minutes. 7. Review of Committee Minutes a) Lee Brown Marsh Management Committee Meeting - May 10, 2024 A-113/24 Moved by D. Brunton Seconded by R. Weisler THAT the minutes of the Lee Brown Marsh Management Committee Meeting held May 10, 2024 be adopted as circulated. Carried 8. Correspondence There was no correspondence to discuss. FULL AUTHORITY COMMITTEE MEMBERS Shelley Ann Bentley, Dave Beres, Doug Brunton, Robert Chambers, Michael Columbus, Tom Masschaele, Jim Palmer, Stewart Patterson, Rainey Weisler, Chris Van Paassen, Peter Ypma - 3 - 9. Planning Department a) Section 28 Regulations Approved Permits (L. Mauthe) Michael Columbus asked the reason for fewer applications this year compared to last year. Leigh-Anne Mauthe will be completing an annual analysis but stated that part of the reason could be the change to the regulation which reduced the regulated area around Provincially Significant Wetlands from 120 metres to 30 metres. A-114/24 Moved by M. Columbus Seconded by J. Palmer THAT the LPRCA Board of Directors receives the Section 28 Regulations Approved Permits report dated October 2, 2024 as information. Carried Shelley Ann Bentley joined the meeting at 6:35 p.m. 10. New Business a) General Manager’s Report (J. Maxwell) Judy Maxwell provided a report summarizing operations this past month and provided a few recent updates. The General Manager and Chair were unable to attend the Conservation Ontario Meeting in September. Vice-chair, Dave Beres, attended the meeting and reported the main topics of discussion included the importance of keeping the conservation authorities flood mapping up-to-date as a result of climate change and the flooding issues in Toronto this past summer; and setting up foundations for conservation authorities. In discussions with LPRCA and other conservation authority staff, setting up a foundation may not be in the best interest of LPRCA at this time. Michael Columbus asked is the Hemlock Wooley Adelgid is spreading rapidly. Judy Maxwell replied that it is currently located at Haldimand Conservation Area and on the properties of the adjacent landowners. It is isolated around that area at this time. A-115/24 Moved by C. Van Paassen Seconded by P. Ypma That the LPRCA Board of Directors receives the General Manager’s Report for September 2024 as information. Carried FULL AUTHORITY COMMITTEE MEMBERS Shelley Ann Bentley, Dave Beres, Doug Brunton, Robert Chambers, Michael Columbus, Tom Masschaele, Jim Palmer, Stewart Patterson, Rainey Weisler, Chris Van Paassen, Peter Ypma - 4 - b) Updated Multi-Year Accessibility Plan 2025-2029 (A. LeDuc) The report was presented by Aaron LeDuc. There were no questions from the Board. A-116/24 Moved by T. Masschaele Seconded by R. Weisler THAT the LPRCA Board of Directors repeals the LPRCA Multi-Year Accessibility Plan 2020-2024, Resolution #A-123; And, THAT the LPRCA Board of Directors approves the LPRCA Multi-Year Accessibility Plan 2025- 2029 as presented. Carried c) Land Committee Terms of Reference (J. Maxwell) Judy Maxwell reviewed the report noting this is a requirement of the new regulations. A follow-up report will be presented at the next meeting. Chris Van Paassen suggested appointing an additional member from the municipality where the land under consideration is located at the discretion of the Chair. Michael Columbus suggested advertising that LPRCA is open to accepting donated property and asked if there are funding programs available to the Authority. Judy replied that funding has been available for land purchases and an application was submitted. A-117/24 Moved by R. Weisler Seconded by J. Palmer THAT the Land Acquisition Committee Terms of Reference Part 2 Section 32.2 of the LPRCA Personnel Policy be removed; And, THAT the Lands Committee Terms of Reference be approved as amended. Carried d) WECI Projects Update (J. Maxwell) Judy Maxwell updated the Board on the WECI Projects and the successful bidders who were awarded the contracts. Doug Brunton asked why there was a special levy to Norfolk County for the Hay Creek Dam. Judy replied the studies and safety related items are funded on a watershed basis whereas FULL AUTHORITY COMMITTEE MEMBERS Shelley Ann Bentley, Dave Beres, Doug Brunton, Robert Chambers, Michael Columbus, Tom Masschaele, Jim Palmer, Stewart Patterson, Rainey Weisler, Chris Van Paassen, Peter Ypma - 5 - design, repairs, and decommissioning is the responsibility of the municipality to which the dam is located. Staff apply to WECI funding to offset the costs of dam work annually. Peter Ypma asked why the repairs were completed to the Deer Creek dam prior to the completion of the Dam Safety Review (DSR). Judy stated that previous applications to WECI to commission a DSR for Deer Creek were not successful. The repairs were considered necessary and will now be reflected within the DSR. A-118/24 Moved by M. Columbus Seconded by J. Palmer THAT the LPRCA Board of Directors receives the update on the WECI projects as information. Carried e) Great Lakes Freshwater Ecosystem Initiative Funding (L. Mauthe) Leigh-Anne Mauthe presented a summary of the funding requested and granted by the Great Lakes Freshwater Ecosystem Initiative (FEI) program. A-119/24 Moved by S. Bentley Seconded by T. Masschaele THAT the LPRCA Board of Directors receives the FEI funding report as information. Carried 11. Closed Session A-120/24 Moved by R. Weisler Seconded by D. Brunton THAT the LPRCA Hearing Board does now enter into a closed session to discuss: • Litigation or potential litigation, including matters before administrative tribunals (e.g. Local Planning Appeal Tribunal), affecting the Authority. Carried The members entered the closed session at 7:13 p.m. and reconvened in open session at 7:15 p.m. Next meeting: November 6, 2024, Board of Directors, 6:30 p.m. November 13, 2024, Budget, 9:30 a.m. There was a discussion concerning a conflict with the November 13, Budget meeting and a Norfolk County Council-In-Committee meeting scheduled for the same day at 1 p.m. It was agreed to tentatively re-schedule the start time of the meeting to 9:00 a.m. The time change will be discussed and finalized at the next meeting. FULL AUTHORITY COMMITTEE MEMBERS Shelley Ann Bentley, Dave Beres, Doug Brunton, Robert Chambers, Michael Columbus, Tom Masschaele, Jim Palmer, Stewart Patterson, Rainey Weisler, Chris Van Paassen, Peter Ypma - 6 - Adjournment The Chair adjourned the meeting at 7:19 p.m. Robert Chambers Judy Maxwell Chair General Manager/Secretary-Treasurer /dm REPORT CAO TO: Mayor & Members of Council FROM: Thomas Thayer, Chief Administrative Officer DATE: November 21, 2024 REPORT: CAO-50/24 SUBJECT: AMENDMENT TO SITE PLAN AGREEMENT – CHESTERMAN LEASING INC. – 14493 BAYHAM DRIVE, BAYHAM (APPLICATION NO. SPA-02/24) BACKGROUND At its June 2, 2022 meeting, Council received Report DS-34/22 re Bill 109, the More Homes for Everyone Act, 2022. Report DS-34/22 presented Council with amendments to the Municipality’s existing site plan control by-law – By-law No. 2016-047 – and recommended that, to ensure compliance with Bill 109, More Homes for Everyone Act, 2022, the Chief Administrative Officer (CAO) be appointed to be the Site Plan Control approval authority for the Municipality. Council passed the following motion: Moved by: Councillor Donnell Seconded by: Councillor Chilcott THAT Report DS-34/22 regarding Bill 109, the More Homes for Everyone Act, 2022, be received for information; AND THAT in consideration of the IBI Group Memorandum, dated May 26, 2022, Council directs staff to proceed with Option 3; AND THAT an Appointment By-law be brought forward to appoint the Municipality of Bayham’s Chief Administrative Officer (CAO) as the approval authority for Site Plan Control applications. Council subsequently adopted By-law No. 2022-046, Site Plan Control By-law, on June 16, 2022. The CAO’s delegated authority is assigned under Section 6(1) of By-law No. 2022-046. On March 19, 2024, a Site Plan Control Application was submitted by Grassmere Construction Ltd. on behalf of Chesterman Leasing Inc. requesting amendment to the existing Site Plan Agreement for the property known municipally as 14493 Bayham Drive. The application was deemed completed by Planning staff on June 7, 2024. The existing Site Plan Agreement was approved by By-law No. 2006-066; it is Agreement No. 0832 in the Municipality’s files. The CAO, under delegated authority, entered into a site plan agreement with Chesterman Leasing Inc. on July 3, 2024. DISCUSSION Chesterman Leasing Inc. has since engaged the Municipality to extend the current Agreement to August 31, 2025. The request was brought forward due to delays experienced by the applicant with the Ministry of Transportation (MTO) with respect to obtaining the necessary permissions and permits to process with their approved expansion. Staff reviewed the request and have since authorized the amending agreement, which is attached hereto, with a completion date of August 31, 2025. The Amending Agreement was executed by all parties on November 12, 2024. As the CAO is the delegated authority for Site Plan Control approval, this information is provided for informational purposes only. STRATEGIC PLAN Not applicable. ATTACHMENTS 1. Amending Agreement between The Corporation of the Municipality of Bayham and Chesterman, 14493 Bayham Drive, Bayham RECOMMENDATION 1. THAT Report CAO-50/24 re Amendment to Site Plan Agreement – Chesterman Leasing Inc. – 14493 Bayham Drive, Bayham (Application No. SPA-02/24) be received for information. Respectfully Submitted by: Thomas Thayer, CMO, AOMC Chief Administrative Officer REPORT CAO TO: Mayor & Members of Council FROM: Thomas Thayer, Chief Administrative Officer DATE: November 21, 2024 REPORT: CAO-51/24 SUBJECT: AMENDMENT TO SITE PLAN AGREEMENT – PERISCOPE PLAYHOUSE INC. – 42 WELLINGTON STREET, PORT BURWELL (APPLICATION NO. SPA- 05/23) BACKGROUND At its June 2, 2022 meeting, Council received Report DS-34/22 re Bill 109, the More Homes for Everyone Act, 2022. Report DS-34/22 presented Council with amendments to the Municipality’s existing site plan control by-law – By-law No. 2016-047 – and recommended that, to ensure compliance with Bill 109, More Homes for Everyone Act, 2022, the Chief Administrative Officer (CAO) be appointed to be the Site Plan Control approval authority for the Municipality. Council passed the following motion: Moved by: Councillor Donnell Seconded by: Councillor Chilcott THAT Report DS-34/22 regarding Bill 109, the More Homes for Everyone Act, 2022, be received for information; AND THAT in consideration of the IBI Group Memorandum, dated May 26, 2022, Council directs staff to proceed with Option 3; AND THAT an Appointment By-law be brought forward to appoint the Municipality of Bayham’s Chief Administrative Officer (CAO) as the approval authority for Site Plan Control applications. Council subsequently adopted By-law No. 2022-046, Site Plan Control By-law, on June 16, 2022. The CAO’s delegated authority is assigned under Section 6(1) of By-law No. 2022-046. On October 6, 2023, Port Burwell Periscope Playhouse Inc. submitted a Site Plan Control Application requesting amendment to the existing Site Plan Agreement for the property known municipally as 42 Wellington Street, Port Burwell. The application was deemed complete by Planning staff on November 30, 2023. The existing Site Plan Agreement is Agreement No. 0781, approved by By-law No. 2021-034 on May 20, 2021. The CAO, under delegated authority, entered into an amending site plan agreement on December 1, 2023 for an expansion to the Periscope Playhouse, which was funded through an Ontario Trillium Foundation grant received by the organization. The amending agreement identified a completion date of December 1, 2024. DISCUSSION On October 28, 2024, Periscope Playhouse advised that an extension would be required for their expansion project. The extension was requested due to delays on the installation of the new HVAC system and to seek the final inspections from building staff to formally close off the building permit after HVAC installation. Periscope has advised that installation is likely in November with an inspection in December 2024. Staff reviewed the request and have since authorized the amending agreement, which is attached hereto, with a completion date of February 28, 2025 to provide additional buffer for installation or inspection delays, given the proximity to the holiday season. The Amending Agreement was executed by all parties on November 12, 2024. As the CAO is the delegated authority for Site Plan Control approval, this information is provided for informational purposes only. ATTACHMENTS 1. Amending Agreement between The Corporation of the Municipality of Bayham and Periscope Playhouse Inc., 42 Wellington Street, Port Burwell RECOMMENDATION 1. THAT Report CAO-51/24 re Amendment to Site Plan Agreement – Periscope Playhouse Inc. – 42 Wellington Street, Port Burwell (Application No. SPA-05/23) be received for information. Respectfully Submitted by: Thomas Thayer, CMO, AOMC Chief Administrative Officer THE CORPORATION OF THE MUNICIPALITY OF BAYHAM BY-LAW NO. 2024-068 A BY-LAW TO AUTHORIZE THE EXECUTION OF A MUNICIPAL ACCESS AGREEMENT BETWEEN THE MUNICIPALITY OF BAYHAM AND XPLORE FIBRE L.P. WHEREAS under the broad powers delegated under the Municipal Act, 2001, S.O. 2001, c.25, as amended, a council is authorized to pass by-laws designating highways as controlled access highways and prohibiting or regulating the construction or use of any access onto highways; AND WHEREAS the Council of the Corporation of the Municipality of Bayham is desirous of entering into a municipal access agreement with Xplore Fibre L.P. for broadband installations; NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY OF BAYHAM ENACTS AS FOLLOWS: 1. THAT the Mayor and Chief Administrative Officer be and are hereby authorized to execute the Agreement attached hereto as Schedule “A” and forming part of this by- law between the Municipality of Bayham and Xplore Fibre L.P.; 2. AND THAT this by-law shall come into full force and effect upon final passing. READ A FIRST, SECOND AND THIRD TIME AND FINALLY PASSED THIS 21st DAY OF NOVEMBER, 2024. ___________________________ _____________________________ MAYOR CLERK 1 Initials TELECOMMUNICATIONS EQUIPMENT CONSENT and ROAD USER AGREEMENT This Agreement made effective the day of , 2024 (the Effective Date). B E T W E E N: THE CORPORATION OF THE MUNICIPALITY OF BAYHAM (hereafter the “Municipality”) OF THE FIRST PART -and- XPLORE FIBRE L.P. (hereafter the “Company”) OF THE SECOND PART WHEREAS: A. The Company is a “telecommunications common carrier” as defined in the Telecommunications Act, S.C. 1993, c.38 (“Telecom Act”) or “distribution undertaking” as defined in the Broadcasting Act, S.C. 1991, c.11 (collectively, a “Carrier”) and is subject to the jurisdiction of the Canadian Radio-television and Telecommunications Commission (the “CRTC”); B. In order to operate as a Carrier, the Company requires to construct, maintain and operate its Equipment in, on, over, under, across or along (“Within”) the highways, streets, road allowances, lanes, bridges or viaducts which are under the jurisdiction of the Municipality (collectively, the “Rights-of-Way” or “ROWs”); C. Pursuant to section 43 of the Telecom Act, the Company requires the Municipality’s consent to construct its Equipment Within the ROWs and the Municipality is willing to grant the Company a non-exclusive right to construct within the ROWs provided that it shall not unduly interfere with the public use and enjoyment of the ROW or other public place, including any rights or privileges previously conferred or conferred after the Effective date by the Municipality on Third Parties to use or access the ROWs; NOW THEREFORE in consideration of the mutual terms, conditions and covenants contained herein, the Parties agree and covenant with each other as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions. In this Agreement, the following words and phrases shall have the following meanings: (a) “Affiliate” means “affiliate” as defined in the Canada Business Corporations Act; (b) “Anti-Bribery Law” means the Canadian Corruption of Foreign Public Officials Act; (c) “Municipal Engineer” means the Municipality’s reviewing authority or the individual designated by him or her; (d) “CRTC” means the Canadian Radio-television and Telecommunications Commission. (e) “Emergency” means an unforeseen situation where immediate action must be taken to preserve the environment, public health, safety or an essential service of either of the Parties; (f) “Equipment” means the transmission and distribution facilities owned by the Company and/or its Affiliates, comprising fibre optic, coaxial or other nature or form of cables, pipes, conduits, poles, ducts, manholes, handholds and ancillary structures and equipment located Within the ROWs; 2 Initials (g) “Hazardous Substance” means any harmful substance including, without limitation, electromagnetic or other radiation, contaminants, pollutants, dangerous substances, dangerous goods and toxic substances, as defined, judicially interpreted or identified in any applicable law (including the common law); (h) “Municipal Consent” or “MC” means the written consent of the Municipality, with or without conditions, to allow the Company to perform Work Within the ROWs that requires the excavation or breaking up of the ROWs (as more particularly described in Schedule “B” to this Agreement); (i) “Non-Compliant Equipment” means: (i) Equipment installed without a Permit. (ii) For all Equipment installed on or after the Effective Date, Equipment that is not compliant with the alignment approved by the Municipality because the placement of the Equipment is greater than a distance of 1m horizontally (centre-line to centre-line) from the location approved by the Municipality, and, the placement of such Equipment has a material impact on the Municipality’s ability to manage or use its ROWs; or, (iii) Equipment installed prior to the Effective Date of this Agreement is assumed to be compliant. However, Equipment installed prior to the Effective Date may be deemed Non-Compliant by the Municipality if unapproved deviations from the approved alignment have a material impact on the Municipality’s ability to manage or use its ROWs; or, (iv) As otherwise defined within the Agreement. (j) “Permit” means a Municipal Consent or a Road Permit or both; (k) “Relocation Notice” means a written notice given by the Municipality to the Company identifying the specific location and reason for the relocation and directing the Company to relocate the Equipment designated in the notice to another reasonable location in the ROW(s). (l) “Road Permit” means a Permit issued by the Municipality that, generally, is required to authorize the Company to conduct Work that includes any activity that involves a deployment of its workforce, vehicles and other equipment in the ROWs which may interfere with the public use and enjoyment of the ROW for the duration of the Work when performing the Work.(as more particularly described in Schedule “B” to this Agreement); (m) “Service Drop” means a cable that, by its design, capacity and relationship to other fibre optic cables of the Company can be reasonably considered to be for the sole purpose of connecting backbone of the Equipment to not more than one individual customer or building point of presence; (n) “Term” means as defined in section 9.1. (o) “Third Party” means any person that is not a party to this Agreement nor an Affiliate of either Party, and includes any person that attaches its facilities in, on or to the Equipment under an agreement with the Company; (p) “Work” means, but is not limited to, any installation, removal, construction, maintenance, repair, replacement, relocation, removal, operation, adjustment or other alteration of the Equipment performed by the Company Within the ROWs, including the excavation, repair and restoration of the ROWs. (q) “Xplore Fibre L.P.” means Xplore Fibre L.P. and its Affiliates. 1.2 Legislation. All references to statutes in this Agreement shall include amendments thereto, regulations thereof, and successor legislation thereafter. 1.3 Recitals, Schedules and Incorporated Documents. The beginning part of this Agreement entitled “Recitals”, and Schedule “A” as identified below, and the By-laws and Municipal Policies referred to in this Agreement are hereby incorporated by reference into this Agreement and form part thereof: 3 Initials Schedule “A” – Permits required by the Municipality 2. USE OF ROWs 2.1 Consent to use ROWs. The Municipality hereby consents to the Company’s use of the ROWs for the purpose of performing its Work, subject to the terms and conditions of this Agreement and in accordance with all applicable laws or other municipal by-laws, rules, policies, standards and guidelines (“Municipal Guidelines”) pertaining to the Equipment and the use of the ROWs; to the extent, however, that any municipal laws and the Municipal Guidelines are not inconsistent or in conflict with this Agreement or with applicable federal laws. 2.2 Restrictions on use. The Company shall not, in the exercise of its rights under this Agreement, unduly interfere with municipal operations, equipment or installations on the ROWs and the public use and enjoyment of the ROWs, nor any rights or privileges previously conferred or conferred after the Effective Date by the Municipality on Third Parties to use or access the ROWs 2.3 Equipment acquired by the Company. The Parties agree that, where the Company acquires, or has acquired, directly or indirectly, facilities from a Third Party that are located Within the ROWs (the “New Equipment”), then, effective the day of the acquisition of the New Equipment by the Company: (a) the New Equipment shall form part of the Equipment and shall be governed by the terms and conditions of this Agreement; and (b) where that Third Party is a Party to a valid and existing Road User Agreement with the Municipality (the “RUA”) and the Company, directly or indirectly, acquires the rights and obligations under the said RUA, the RUA shall be terminated. 2.4 No ownership rights. The Parties acknowledge and agree that: (a) the use of the ROWs under this Agreement shall not create nor vest in the Company any ownership or property rights in the ROWs; and (b) the placement of the Equipment Within the ROWs shall not create or vest in the Municipality any ownership or property rights to the Equipment. 2.5 Condition of ROWs. The Municipality makes no representations or warranties as to the state of repair of the ROWs or the suitability or fitness of the ROWs for any business, activity or purpose whatsoever, and the Company hereby agrees to accept the ROWs on an “as is” basis. 2.6 Non-Compliant Equipment. The Municipality bears no liability or responsibility for relocation costs of all of the following: (a) Non-Compliant Equipment; (b) Third Party telecommunications equipment attached to the Company’s Non- Compliant Equipment; and (c) any damages, liabilities, re-design costs and associated delay costs incurred by other occupiers of a Municipality ROW resulting from the Company’s Non-Compliant Equipment. If the Municipality identifies the existence of Non-Compliant Equipment, the Municipality will issue a Notice of Non-Compliance to the Company. If the Non- Compliant Equipment interferes with the Municipality’s ability to manage, administer, use or operate its ROWs, including but not limited to installing its own facilities, permitting third-parties to install facilities, or undertaking permit reviews and potential permit approvals for same, as determined in its sole discretion, and the Municipality requires the Non-Compliant Equipment to be relocated, the Municipality will send a Relocation Notice to the Company requesting relocation of the Non-Compliant Equipment and the Company must relocate the Equipment as follows: 4 Initials (i) above ground Equipment must be relocated within 90 days of the Company receiving a Relocation Notice from the Municipality, or within such other time as agreed to by the Parties taking into account the circumstances of the relocation; (ii) below ground Equipment must be relocated within 180 days of the Company receiving a Relocation Notice from the Municipality, or within such other time as agreed to by the Parties taking into account the circumstances of the relocation, such Relocation Notice to be issued by the Municipality only in the event the Municipality approves plans to re-open the site where the Non-Compliant Equipment is located; Prior to removal or relocation of Non-Compliant Equipment, the Company must obtain a new alignment approval from the Municipality. Where any relocation of Non-Compliant Equipment occurs, the Municipality will make good faith efforts to provide alternative routes for the Non-Compliant Equipment. Once the Company has provided the Municipality with all information the Municipality requires to enable it to process a Permit application, the Municipality shall process the Permit. If the Company fails to remove or relocate Non-Compliant Equipment as a result of receiving a Relocation Notice from the Municipality, the Municipality may, in its sole and unfettered discretion, complete the removal or relocation and any associated restoration and the Company must pay to the Municipality all reasonable and verifiable costs related to the relocation and restoration. 3. APPLICABLE PERMITS 3.1 Permits. (a) Subject to Section 3.2 and 3.6, the Company shall not occupy, excavate, break up, disturb, or move oversized or overweight vehicles within a Municipality ROW, where a Permit is required in accordance with this Agreement as set out in Schedule “B”, without first obtaining such Permit. (b) For each Permit required above, where applicable, the Company shall submit to the Municipality a completed application, in a form specified by the Municipality as well as any Security required under this Agreement. (c) Subject to Section 3.4, the Municipality will make best efforts to issue the applicable Permits within 21 days of receiving a complete Application, or such other time as agreed to by the Parties having regard to the complexity of the Work covered by the Application and the volume of Permit Applications before the Municipality at that time. Should the Municipality not issue a Permit within 21 days of receiving a complete Application, the Municipality agrees to provide an estimate of the date on which the Company can expect to issue such Permit(s). 3.2 No Permits for routine Work. [Intentionally Deleted - See instead Schedule “B”] 3.3 Expiry of Permit. In the event that the Company has not commenced construction of the approved Work associated with a particular Permit within one (1) year of the date of issuance of the Permit and has not sought and received an extension to the Permit from the Municipality, which extension shall not be unreasonably withheld, the Permit shall be null and void. In such circumstances, any fees paid by the Company in respect of the expired Permit shall not be refunded and the Company must obtain a new Permit for the Work. 3.4 Submission of plans. Unless otherwise agreed to by the Municipality, the Company shall, prior to undertaking any Work that requires a Municipal Consent, submit the following to the Municipal Engineer: (a) construction plans of the proposed Work, showing the locations of the proposed and existing Equipment and other facilities, and specifying the boundaries of the area within the Municipality within which the Work is proposed to take place; (b) Traffic control plans for the protection of the workers, public and traveling public including detours as required to minimize traffic disruption; and 5 Initials (c) all other relevant plans, drawings and other information as may be normally required by the Municipal Engineer from time to time for the purposes of issuing Permits. 3.5 Refusal to issue Permits. The Municipality may refuse to issue a Permit in accordance with Section 3.1 for any bona fide municipal purpose, including but not limited to reasons of public safety and health, conflicts with existing infrastructure, proposed road construction, or the proper functioning of public services, all as identified in writing by the Municipality, having regard to the public interest in having access to communications, including 911 access services. The Municipality shall make good faith effort to provide consent to alternative suggestions, wherever possible, for routing the Equipment Within the ROW to assist the Company in its efforts to facilitate the installation of its Equipment. 3.6 Restoration of the Company’s service during Emergencies. Notwithstanding Section 3.1, in the event of an Emergency, the Company shall be permitted to perform such remedial Work as is reasonably necessary to restore its services without complying with Section 3.1; provided that such Work does not unduly disrupt any Municipal service or activity and provided that the Company provides notice of the Work within five (5) business days of completing the Work. 3.7 Temporary changes by Municipality. Notwithstanding any other provision in this Agreement, the Municipality reserves the right to set, adjust or change the approved schedule of Work by the Company for the purpose of coordinating or managing any major events or activities, including the restriction of any Work during those restricted time periods; provided however, that any such adjustment or change shall be conducted so as minimize interruption to the Company’s operations. The Municipality shall use its commercially reasonable efforts to provide to the Company forty-eight (48) hours advance written notice of any change to the approved schedule of Work, except that, in the case of any Emergency, the Municipality shall provide such advance notice as is reasonably possible in the circumstances. 3.8 Granting of Permit Deemed as Municipal Consent Required Pursuant to the Telecommunications Act (Canada). The Municipality agrees and acknowledges that, subject to satisfaction and performance of all terms and conditions both hereto and provided herein and the granting and issuance of any Roads Permit authorizing installation of Equipment as contemplated by this Agreement and in relation to a location specified therein shall be considered and deemed to represent municipal consent to such installation as is required pursuant to applicable laws of the Dominion of Canada, including but not limited to the Telecommunications Act, S.C. 1993, c. 38, as amended. 4. MANNER OF WORK 4.1 Compliance with Applicable Laws, etc. All Work shall be conducted and completed to the satisfaction of the Municipality and in accordance with: (a) the applicable laws (and, in particular, all laws and codes relating to occupational health and safety); (b) the Municipal Guidelines; (c) this Agreement; and (d) the applicable Permits issued under Section 3.1. provided that the applicable laws, Municipal Guidelines, this Agreement, and applicable Permits do not conflict with federal law. 4.2 Underground Equipment. The Company shall place those portions of the Equipment that cross beneath streets or existing buried utilities in ducts, carrier pipes or encased in concrete, or as otherwise specified by the Municipality. Service drops are not required to be in ducts. 6 Initials 4.3 Installation. The Company shall make commercially reasonable efforts to utilize construction methods that minimize the impact on the ROWs, including but not limited to trenchless installation technology and single trench installation methods. 4.4 Stoppage of Work. The Municipality may order the stoppage of the Work for any bona fide municipal purpose or cause relating to public health and safety, special events or any circumstances beyond its control. In such circumstances, the Municipality shall provide the Company with a verbal order and reasons to stop the Work and the Company shall cease the Work immediately. Within two (2) business days of the verbal order, the Municipality shall provide the Company with a written stop work order with reasons. When the reasons for the Work stoppage have been resolved, the Municipality shall advise the Company immediately that it can commence the Work. 4.5 Coordination of Work. To minimize the necessity for road cuts, construction and the placement of new Equipment Within the ROW, the Company shall, where commercially reasonable and technically practicable, coordinate its work with other existing and new occupants of the ROW. 4.6 Identification of contractors. The Company shall ensure that all of its contractors have proper identification visible on the Work site displaying the name of the Company for which they work. 4.7 Emergency contact personnel. The Company and the Municipality shall provide to each other a list of twenty-four (24) hour emergency contact personnel available at all times and shall ensure that the list is kept current. 4.8 Emergency work by Municipality. In the event of an Emergency, the Municipality shall as soon as reasonably practicable contact the Company and, as circumstances permit, allow the Company a reasonable opportunity to remove, relocate, protect or otherwise deal with the Equipment, having regard to the nature of the Emergency. Notwithstanding the foregoing, the Municipality may take such measures it deems necessary to re-establish a safe environment, and the Company shall pay the Municipality’s reasonable and verifiable costs that are directly attributable to the Work or the presence of the Equipment in the ROWs. 4.9 “As-built” drawings. The Company shall, no later than ninety (90) days after completion of any Work, provide the Municipal Engineer with accurate “as-built” drawings, prepared in accordance with such standards as may be required by the Municipal Engineer, sufficient, for planning purposes, to accurately establish the location of the Equipment installed Within the ROWs. As-built drawings to be provided in electronic format suitable to be incorporated into the Municipality’s GIS mapping. As-built information is provided a reference only. The Municipality shall direct all inquiries regarding the location of the Equipment to the Company. Access to Company As-Built records are for use by the Municipality only and shall not be distributed or disclosed to other parties without prior written consent of the Company. If the Municipality has not received the As-built drawings from the Company within 90 calendar days following the completion of the Work, the Equipment will be considered to be Non-Compliant Equipment. 4.10 Agents and Sub-contractors. Each Party agrees to work with the other Party directly to resolve any issues arising from any the acts, omissions or performance of its agents and sub-contractors. 5. REMEDIAL WORK 5.1 General. Following the completion of any Work, the Company shall leave the ROW in a neat, clean, and safe condition and free from nuisance, all to the satisfaction of the Municipality. Subject to Section 5.5, where the Company is required to break or disturb the surface of a ROW to perform its Work, it shall repair and restore the disturbed surface of the ROW to substantially similar or better condition it was in before the Work was undertaken, all in accordance with the Municipal Guidelines and to the satisfaction of the Municipality. 5.2 Permanent Road Restoration. If the Company has excavated, broken up or otherwise disturbed the surface of a ROW, the Company shall restore the ROW which the Company 7 Initials has excavated, broken up or otherwise disturbed to a similar state that it was in prior to the commencement of the Work. 5.3 Temporary repair. Where weather limitations or other external conditions beyond the control of the Company do not permit it to complete a final repair to the ROW within the expected period of time, the Company may complete a temporary repair to the ROW; provided that, subject to Section 5.5, the Company replaces the temporary repair with a final repair within a reasonable period of time. All repairs to the ROW by the Company shall be performed in accordance with the Municipal Guidelines and to the satisfaction of the Municipality. If a temporary repair gives rise to an unsafe condition, then this shall be deemed to constitute an Emergency and the provisions of Section 4.8 shall apply. 5.4 Warranty of repairs. The Company warrants its temporary repair, to the satisfaction of the Municipality until such time as the final repair is completed by the Company, or, where the Municipality is performing the final repair, for a period of one (1) years or until such time as the final repair is completed by the Municipality, whichever is earlier. The Company shall warrant its final repairs for a period of two (2) years from the date of their completion 5.5 Repairs completed by Municipality. Where: (a) the Company fails to complete a temporary repair to the satisfaction of the Municipality within seventy-two (72) hours of being notified in writing by the Municipality, or such other period as may be agreed to by the Parties; or (b) the Company and the Municipality agree that the Municipality should perform the repair, then the Municipality may effect such work necessary to perform the repair and the Company shall pay the Municipality’s reasonable and verifiable direct costs of performing the repair. 6. LOCATING FACILITIES IN ROWs 6.1. Locates. The Company agrees that, throughout the Term it shall, at its own cost, record and maintain adequate records of the locations of its Equipment. Each Party shall, at its own cost and at the request of the other Party (or its contractors or authorized agents), physically locate its respective facilities by marking the ROW using paint, staking or other suitable identification method (“Locates”), under the following circumstances: (a) in the event of an Emergency, within two hours of receiving the request or as soon as practicably possible, following which the requesting Party will ensure that it has a representative on site (or alternatively, provide a contact number for its representative) to ensure that the area for the Locates is properly identified; and (b) in all other circumstances, within a time reasonably agreed upon by the Parties. 6.2. Provision of Mark-ups. The Parties agree to respond within fifteen (15) days to any request from the other Party for a mark-up of municipal infrastructure or Equipment design drawings showing the location of any portion of the municipal infrastructure or Equipment, as the case may be, located within the portion of the ROWs shown on the plans (the “Mark- ups”), and shall provide such accurate and detailed information as may be reasonably required by the requesting Party. 6.3. Inaccurate Locates. Where the Company’s Locates are found to be in error, where the actual location of the Equipment is found to meet the definition of Non-Compliant Equipment as compared to the Locates, and, as a result, the Municipality is unable to install its facilities Within the affected ROWs in the manner it expected based on the Locates provided by the Company (the “Error”), the Municipality will notify the Company of the Error, following which the 8 Initials Company shall attempt to resolve the Error. If the Company is unable to resolve the Error in a reasonable time commensurate with the situation, the Company will pay the Municipality for its reasonable and verifiable costs incurred as a direct result of the Error. An Inaccurate Locate resulting from Equipment relocated due to ground movement stemming from, among other things, weather conditions or work or activities carried out by a Third Party, or by, or on behalf of, the Municipality, is not an Error. In the event of a disagreement as to the existence of an Error, the parties agree to work together to determine whether or not the Error stems from ground movement or work or activities carried out by a Third Party, or by, or on behalf of, the Municipality. If it is determined that the conditions of the municipal right-of-way have changed, the parties agree to be reasonable, including with respect to the allocation of direct costs stemming from the change. 7. RELOCATION OF EQUIPMENT 7.1 Municipality Request. Where the Municipality requires and requests the Company to relocate its Equipment for a bona fide municipal purpose, the Municipality shall notify the Company in writing and, the Company shall complete the requested relocation within ninety (90) days, or having regard to the nature of the relocation required, the Company shall commence work to relocate its Equipment within a Right- of-Way. 7.2 Allocation of Cost. The responsibility for the costs incurred in relocating the Company’s Equipment or performing such work referenced (“Relocation Costs”), where the Municipality has made a request to the Company to relocate its Equipment as set out above will, for the purposes of this Agreement, be based upon the following chart and include all associated costs (labour, materials, design etc.) as well as depreciation, betterment and recovery of costs: Year(s) After Installation of Equipment Percentage of Relocation Costs Paid by the Municipality 1 100% 2 100% 3 100% 4 90% 5 80% 6 70% 7 65% 8 60% 9 55% 10 45% 11 40% 12 35% 13 30% 14 20% 15 10% 16 5% 17+ 0% 7.3 Exceptions. (a) Notwithstanding section 7.2, the Municipality shall be solely responsible for paying all costs related to equipment relocation if the relocation is for beautification or aesthetic purposes. Such costs include, among others, depreciation, betterment, and recovery costs. (b) Notwithstanding section 7.2, where the Municipality has given written notice to the 9 Initials Company prior to the issuance of a Road Permit that the location of the Equipment subject to the Road Permit will require relocation within five (5) years, and the Company proceeds to install the equipment despite receiving such notice, then the full cost of any relocation of the Equipment shall be at the Company’s sole expense. 7.4 [INTENTIONALLY DELETED] 7.5 Request by Third Party. Where relocation of Equipment is required due to the Municipality accommodating a third party (hereinafter "Third Party Work"), the required relocation or related installation work shall be conducted by the Company in accordance with the terms of this Agreement respecting installation, and the full cost of the amendment or Relocation shall be borne solely by the third party and paid in advance. The Municipality agrees to provide the Company with ninety (90) days' notice of the need for any such Third Party Work and to require that the relevant third party or parties bear the full cost of such Third Party Work and indemnify the Company against all claims and liabilities arising from the amendment or Relocation as a condition precedent to any such amendment or Relocation. 7.6 Municipality efforts. Where any relocation of Equipment occurs, the Municipality will make good faith efforts to provide alternative routes for the Equipment affected by the relocation to ensure uninterrupted service to the Company’s customers. Once the Company has provided the Municipality with all information the Municipality requires to enable it to process a Permit application, the Municipality shall provide, on a timely basis, all Permits required to allow the Company to relocate the Equipment. 7.7 Temporary Reconstruction or Realignment of Road Allowances. The Company shall, upon reasonable prior notice to the Municipality, have the right to temporarily reconstruct or realign certain portions of the Road Allowances in order to permit the delivery or movement of Equipment. 7.8 Relocation performed by Municipality. If the Company fails to complete the relocation in accordance with Section 7.1 of the Agreement, the Municipality may, at its option, upon reasonable final notice to the Company, complete such relocation and the allocation of costs is to be determined in accordance with Section 7.2. 8. PAYMENT OF FEES AND OTHER CHARGES 8.1 General. The Company covenants and agrees to pay to the Municipality Permit fees, deposits and security associated with and required or reasonably demanded pursuant to this Agreement. The security provisions are set out in Section 10 of this Agreement. 8.2 Invoices. Unless expressly provided elsewhere in this Agreement, where there are any payments to be made under this Agreement, the Party requesting payment shall first send a written invoice to the other Party, setting out in detail all amounts owing, including any applicable provincial and federal taxes and interest payable on prior overdue invoices, and the payment terms. The Parties agree that all payments shall be made in full by no later than forty-five (45) days after the date of the invoice was received. 8.3 Payment of taxes. The Company shall pay, and shall expressly indemnify and hold the Municipality harmless from, all taxes lawfully imposed now or in the future by the Municipality, a local municipality within the geographic jurisdiction of the Municipality, or all taxes, rates, duties, levies or fees lawfully imposed now or in the future by any regional, provincial, federal, parliamentary or other governmental body, corporate authority, agency or commission (including, without limitation, school boards and utility commissions) but excluding the Municipality, that are attributable to the Company’s use of a Municipality ROW. 9. TERM AND TERMINATION 9.1 Initial term and renewal. The Agreement shall have an initial term of five (5) years 10 Initials commencing on the Effective Date (“Term”). Subject to the termination rights described in subsections 9.2, 9.3 and 9.4, and unless a Party delivers written notice of non-renewal to the other Party at least one hundred and eighty (180) days prior to the expiration of the then current term, the Term shall renew automatically for successive five (5) year terms. 9.2 Termination by either Party. Either Party may terminate this Agreement without further obligation to the other Party, upon providing at least seven (7) days’ written notice in the event of a material breach of this Agreement by the other Party after notice thereof and failure of the other Party to remedy or cure the breach within thirty (30) days of receipt of the notice. If, however, in the view of the non-breaching Party, it is not possible to remedy or cure the breach within such thirty (30) day period, then the breaching Party shall commence to remedy or cure the breach within such thirty (30) day period and shall complete the remedy or cure within the time period stipulated in writing by the non- breaching Party. 9.3 Termination by Municipality. The Municipality may terminate this Agreement by providing the Company with at least seven (7) days written notice in the event that: (a) the Company becomes insolvent, makes an assignment for the benefit of its creditors, has a liquidator, receiver or trustee in bankruptcy appointed for it or becomes voluntarily subject as a debtor to the provisions of the Companies’ Creditors Arrangement Act or the Bankruptcy and Insolvency Act; (b) the Company assigns or transfers this Agreement or any part thereof other than in accordance with Section 18.2; or (c) the Company ceases to be eligible to operate as a Carrier. 9.4 Obligations and rights upon termination or expiry of Agreement. Notwithstanding any other provision of this Agreement, if this Agreement is terminated (other than in accordance with Section 9.3) or expires without renewal, then, subject to the Company’s rights to use the ROWs pursuant to the Telecom Act and, unless the Company advises the Municipality in writing that it no longer requires the use of the Equipment: (a) the terms and conditions of this Agreement shall remain in full force and effect until a new replacement agreement (a “New Agreement”) is executed by the Parties; and (b) the Parties shall enter into meaningful and good faith negotiations to execute a New Agreement and, if, after six (6) months following the expiry of this Agreement, the Parties are unable to execute a New Agreement, then either Party may apply to the CRTC to establish the terms and conditions of the New Agreement. 9.5 Removing abandoned Equipment. Where the Company advises the Municipality in writing that it no longer requires the use of any Equipment, the Company shall, at the Municipality’s request and within a reasonable period of time as agreed to by the Parties, act as follows at the Company’s sole cost and expense: (a) Remove the abandoned Equipment that is above ground; (b) Subject to (c) immediately below, make safe any underground vaults, manholes and any other underground structures that are not occupied or used by a Third Party, (collectively “Abandoned Underground Structures”); (c) Where, in the reasonable opinion of the Municipal Engineer, the Abandoned Underground Structures will interfere with any municipally-approved project that will require excavation or otherwise disturb the portions of the ROWs in which the Abandoned Underground Structures are located, then the Company shall, at or about the time the excavation of such portions of the ROWs for said project commences, remove the Abandoned Underground Structures therein. Upon removal of the abandoned Equipment or upon the removal or making safe of Abandoned Underground Structures, the Company shall repair any damage resulting from such removal or making safe and restore the affected ROWs to the condition in which they existed prior to the removal or making safe. If the Company fails to remove Equipment or 11 Initials to remove or make safe Abandoned Underground Structures and restore the ROWs within the time specified above, and to the satisfaction of the Municipal Engineer, the Municipality may complete said work and the Company shall pay the associated Municipality’s Costs. 9.6 Continuing obligations. Notwithstanding the expiry or earlier termination of this Agreement, each Party shall continue to be liable to the other Party for all payments due and obligations incurred hereunder prior to the date of such expiry or termination. 10. INSURANCE AND SECURITY 10.1 General. Throughout the term of this Agreement and any renewals or extension thereto, the Company shall maintain, at its sole expense, insurance (the “Company Insurance”) in an amount and description as described below to protect the Company and the Municipality; solely to the extent of the Municipality’s rights as additional insured under the comprehensive general liability occurrence-based insurance, from claims for damages, bodily injury (including death) and property damage which may arise from the Company’s operations under this Agreement, including the use or maintenance of the Equipment Within the ROWs or any act or omission of the Company and its employees, contractors and agents while engaged in the Work. The Company Insurance shall include all costs, charges and expenses reasonably incurred with any injury or damage. 10.2 Commercial general liability occurrence-based insurance. Without limiting the generality of the foregoing, the Company shall obtain and maintain comprehensive general liability occurrence-based insurance coverage which: (a) covers claims and expenses for liability for personal injury, bodily injury and property damage in an amount not less than Five Million Dollars ($5,000,000.00) per occurrence (exclusive of interest and costs). Excess of umbrella insurance may be used to achieve the required insured limits; (b) include the Municipality as an additional insured under the comprehensive general liability occurrence-based insurance policy (except for non-owned automobile liability); (c) contains cross liability and severability of interest clauses. 10.3 Insurance certificates. As soon as possible after the execution of this Agreement, the Company shall provide the Municipality with certificates of insurance in respect of the required comprehensive general liability occurrence-based insurance evidencing the cross liability and severability clauses and confirming the Municipality as an “additional insured”. Thereafter, the Company shall provide the Municipality with evidence of all renewals upon request. 10.4 General insurance conditions. (a) The Company Insurance shall not be construed to, and shall in no manner, limit or restrict the Company’s liability or obligations under this Agreement. (b) The Municipality shall not be liable for any premiums relating to policies under the Company Insurance. (c) The policies under the Company Insurance shall provide: (i) that they are primary insurance which will not call into contribution any other insurance available to the Municipality; (ii) a waiver for severability of interest; and (iii) that the Company Insurance shall not be cancelled, lapsed or materially changed to the detriment of the Municipality without at least thirty (30) business days’ notice to the Municipality by mail. (d) The Company will immediately notify the Municipality of any changes to or cancellation of the Company Insurance if they will directly affect or reduce the 12 Initials coverage made available to the Municipality. 10.5 Workplace Safety and Insurance Board. The Company shall provide Workplace Safety and Insurance Board (“WSIB)” clearance certificate that confirms the Company is in good standing with the WSIB. The Company shall ensure the WSIB clearance remains in effect when the Company’s personnel are working within the ROWs. 10.6 Security. Every time the Company fails to comply with the terms and conditions of this Agreement, the Municipality shall provide written notice to the Company of its non- compliance whereupon the Municipality may suspend the Permit until a Resolution Plan in respect to curing the non-compliance is agreed to by the Company and the Municipality in writing. Starting on the second event of non-compliance, the Company shall deposit security in the form of a Letter of Credit with the Municipality, naming the Municipality as beneficiary, within five (5) business days of the Resolution Plan being agreed to by the Company and the Municipality. The amount of security shall be determined by the Municipality, having regard to an amount that is proportional to the work being undertaken, and in no case shall the security be less than ten thousand ($10,000) dollars unless agreed to by the parties. The Company shall deposit with the Municipality only one Letter of Credit per the Permit, regardless of the number of non-compliances associated with a given Permit. 10.7. Security. If any non-compliance is not cured within ten (10) business days of the Resolution Plan being agreed to by the Company and the Municipality, the Municipality may draw on the Letter of Credit the amount required to cover the Municipality’s reasonable costs to cure the non-compliances. The security, or remaining of, if any, shall be released by the Municipality within fifteen (15) business days after the Municipality’s acceptance of the completion of the Company's final restoration Work to the ROW associated with the Permit. 11. RESPONSIBILITY AND INDEMNIFICATION 11.1 No liability Municipality. The Company hereby acknowledges that the placement, installation, construction, reconstruction, inspection, maintenance, operation, alteration, enlarging, repair, replacement, relocation and/or removal of the Equipment by the Company is performed entirely at the risk of the Company and that the Municipality shall in no way or under any circumstances be responsible or liable to the Company, its contractors, agents, or customers for any damage or losses in consequence thereof, unless due to the negligence or willful misconduct of the Municipality or those for whom at law it is responsible. 11.2 Company Indemnity. Subject to subsection 11.5, the Company hereby releases, indemnifies, completely holds harmless, and agrees to defend the Municipality, its Councillors, officers, employees, legal counsel, agents and contractors, from and against any and all Third Party suits, judgments, claims, demands, expenses, actions, causes of action, duties, assessments, fees, penalties, liabilities, losses and costs which the Municipality and its successors and assigns may at any time or times hereafter bear, sustain, or suffer as a result of the negligence or willful misconduct of the Company or of those for whom it is responsible at law.. 11.3 Municipality Acknowledgement. The Municipality hereby acknowledges that it is responsible for its negligence and willful misconduct and the negligence and willful misconduct of those for whom it is responsible for at law. 11.4 Municipality Indemnity. Subject to subsection 11.5, the Municipality hereby releases, indemnifies, completely holds harmless, and agrees to defend the Company, its officers, employees, legal counsel, agents and contractors, from and against any and all Third Party suits, judgments, claims, demands, expenses, actions, causes of action, duties, assessments, fees, penalties, liabilities, losses and costs which the Company and its successors and assigns may at any time or times hereafter bear, sustain, suffer, be put to or incur as a result of the negligence or willful misconduct of the Municipality or of those for whom it is responsible at law. 13 Initials 11.5 No liability, both Parties. Notwithstanding any other provision in this Agreement, neither Party shall be liable to any person in any way for special, incidental, indirect, consequential, exemplary, or punitive damages, including damages for pure economic loss or failure to realize expected profits, howsoever caused, or contributed to, in connection with this Agreement and the performance or non-performance of its obligations hereunder 11.6 Survival. The obligation of a Party to indemnify, defend and save harmless the other Party shall survive the termination or expiry of this Agreement. 12. ENVIRONMENTAL LIABILITY 12.1. Municipality not responsible. The Municipality is not responsible, either directly or indirectly, for any damage to the natural environment or property, including any nuisance, trespass, negligence, or injury to any person, howsoever caused, arising from the presence, deposit, escape, discharge, leak, spill or release of any Hazardous Substance in connection with the Company’s occupation or use of the ROWs, unless such damage was caused directly or indirectly by the negligence or willful misconduct of the Municipality or those for which it is responsible in law. 12.2. Company to assume environmental liabilities. The Company agrees to assume all environmental liabilities, claims, fines, penalties, obligations, costs or expenses whatsoever relating to its use of the ROWs, including, without limitation, any liability for the clean- up, removal or remediation of any Hazardous Substance on or under the ROWs that result from: (a) the occupation, operations or activities of the Company, its contractors, agents or employees or by any person with the express or implied consent of the Company Within the ROWs; or (b) any Equipment brought or placed Within the ROWs by the Company, its contractors, agents or employees or by any person with the express or implied consent of the Company; unless such damage was caused directly or indirectly in whole or in part by the negligence or willful misconduct on the part of the Municipality or those for which it is responsible in law. The Municipality agrees to provide notice to the Company of any liability arising under this provision in a reasonable period of time after the occurrence. For clarity, the Company shall not be liable in any manner for any events which occurred before the Equipment occupied the ROW. 13. NO JOINT VENTURE, PARTNERSHIP OR CO-OWNERSHIP 13.1 No Joint Venture. The Parties hereby acknowledge and agree that this Agreement is solely an access agreement and that no relationship is formed between the Parties in the nature of a joint venture, partnership co-ownership arrangement or other similar relationship. 14. FORCE MAJEURE 14.1 Force Majeure. Except for the Parties’ obligations to make payments to each other under this Agreement, neither Party shall be liable for a delay in its performance or its failure to perform hereunder due to causes beyond its reasonable control, including, but not limited to, acts of God, fire, flood, or other catastrophes; government, legal or statutory restrictions on forms of commercial activity; or order of any civil or military authority; national emergencies, insurrections, riots or wars or strikes, lock-outs or work stoppages (“Force Majeure”). In the event of any one or more of the foregoing occurrences, notice shall be given by the Party unable to perform to the other Party and the Party unable to perform shall be permitted to delay its performance for so long as the occurrence continues. Should the suspension of obligations due to Force Majeure exceed two (2) months, either Party may terminate this Agreement without liability upon delivery of notice to the other Party. 14 Initials 15. DISPUTE RESOLUTION 15.1 General. The Parties hereby acknowledge and agree that: (a) this Agreement has been entered into voluntarily by the Parties with the intention that is shall be final and binding on the Parties until it is terminated or expires in accordance with its terms; (b) it is the intention of the Parties that all Disputes (as defined in subsection 15.2) be resolved in a fair, efficient, and timely manner without incurring undue expense and, wherever possible, without the intervention of the CRTC; and (c) the CRTC shall be requested by the Parties to consider and provide a decision only with respect to those matters which form the basis of the original Dispute as set out in the Dispute Notice issued under this Section 15. 15.2 Resolution of Disputes. The Parties will attempt to resolve any dispute, controversy, claim or alleged breach arising out of or in connection with this Agreement (“Dispute”) promptly through discussions at the operational level. In the event a resolution is not achieved, the disputing Party shall provide the other Party with written notice of the Dispute and the Parties shall attempt to resolve such Dispute between senior officers who have the authority to settle the Dispute. All negotiations conducted by such officers shall be confidential and shall be treated as compromise and settlement negotiations. If the Parties fail to resolve the Dispute within thirty (30) days of the non-disputing Party’s receipt of written notice, either Party may initiate legal proceedings and/or submit the Dispute to the CRTC for resolution. 15.3 Continued performance. Except where clearly prevented by the nature of the Dispute, the Municipality and the Company agree to continue performing their respective obligations under this Agreement while a Dispute is subject to the terms of this Section 15. 16. NOTICE 16.1 Method of Notice. Any notice required may be sufficiently given by personal delivery or, if other than the delivery of an original document, by facsimile transmission or electronic (e- mail) transmission, to either Party at the following addresses: To the Municipality: Corporation of the Municipality of Bayham Attn: CAO 56169 Heritage Line, Box 160 Straffordville, ON N0J 1Y0 cao@bayham.on.ca To Xplore Inc.: Xplore Inc. Attn: Vice President, Legal 625 Cochrane Drive Suite 1000, Markham, ON L3R 9R9 Email: legal@xplore.ca With a copy to: Xplore Inc. Attn: Vice President, Network Build 625 Cochrane Drive Suite 1000, Markham, ON L3R 9R9 Email: Chris.Tsakopoulos@xplore.ca To Xplore Fibre L.P.: Xplore Fibre L.P. Attn: Vice President, Legal 15 Initials 625 Cochrane Drive Suite 1000, Markham, ON L3R 9R9 Email: legalxplorefibre@xplore.ca With a copy to: Xplore Fibre L.P. Attn: Vice President, Network Build 625 Cochrane Drive Suite 1000, Markham, ON L3R 9R9 Email: Chris.Tsakopoulos@xplore.ca 16.2 Delivery of Notice. Any notice given pursuant to Section 16.1 shall be deemed to have been received on the date on which it was delivered in person, or, if transmitted by facsimile or electronic transmission during the regular business hours of the Party receiving the notice, on the date it was transmitted, or, if transmitted by facsimile outside regular business hours of the Party receiving the notice, on the next regular business day of the Party receiving the notice; provided, however, that either Party may change its address and/or facsimile number for purposes of receipt of any such communication by giving ten (10) days’ prior written notice of such change to the other Party in the manner described above. Any notice may also be given by email at the email addresses noted in Section 16.1. Notice by email shall be effective on the date of its delivery. 16 Initials 17. FOREIGN CORRUPT PRACTICES ACT AND ANTI-BRIBERY INDEMNITY 17.1 Notwithstanding anything to the contrary herein, the Municipality, in its administration of this Agreement, shall refrain from offering, giving or promising, directly or indirectly, money or anything of value to a Canadian or foreign governmental official to influence the official in his or her official capacity, induce the official to do or omit to do an act in violation of his or her lawful duty, or to secure any improper advantage in order to assist in obtaining or retaining business for or with, or directing business to, any person. For the purposes of this Section, "anything of value" includes, but is not limited to, cash or a cash equivalent, discounts, gifts, use of materials, facilities or equipment, entertainment, drinks, meals, transportation, lodging, insurance benefits, or promise of future employment. "Governmental official" shall mean any person holding any level of legislative, administrative, or judicial office of the Canadian or a foreign government or any of its departments or agencies or divisions; any person acting on behalf of the Canadian or a foreign government, including a local or provincial agency, enterprise, or organization; any official or agent of a Canadian or a foreign public administration or publicly funded organization; any official of a Canadian or a foreign political party; any officer or agent of a public international organization (e.g., World Bank, International Monetary Fund, World Health Organization, United Nations, World Trade Organization); or any relatives or close family/household members of any of those listed above. The Municipality shall indemnify and hold harmless the Company from all claims brought against the Company as a result of the Municipality or its representatives' failure to comply with Anti-Bribery Law. The Municipality shall immediately report any breach of Anti-Bribery Law by the Municipality or its representatives. The Municipality shall immediately report any breach of Anti- Bribery Law by the Municipality or its representatives'. The Company shall have the right to audit the Municipality’s books and records with respect to payments made on behalf of the Company in the event that the Company believes that the Municipality has violated this Section 17. The Company shall have the right to immediately terminate all payments to the Municipality under this Agreement if the Municipality fails to comply with this Section 17. 18. GENERAL 18.1 Entire Agreement. This Agreement, together with the Schedules attached hereto, constitute the complete and exclusive statement of the understandings between the Parties with respect to the rights and obligations hereunder and supersedes all proposals and prior agreements, oral or written, between the Parties. 18.2 Assignment. This Agreement may not be assigned or transferred, in whole or in part, without the prior written consent of the other Party. Notwithstanding the foregoing, the Company shall, provided that it is not in material breach of this Agreement, have the right to assign this Agreement to an Affiliate, or in connection with an acquisition, corporate reorganization, or sale of all or substantially all of its assets, without the consent of the Municipality, provided that the Company provides reasonable notice to the Municipality and the assignor agrees to be bound by all terms and conditions set out in this Agreement. 18.3 Gender and number. In this Agreement, words importing the singular include the plural and vice versa, words importing gender, include all genders. 18.4 Currency. Unless otherwise indicated, references in this Agreement to money amounts are to the lawful currency of Canada. 18.5 Parties to act reasonably. Each Party shall at all times act reasonably in the performance of its obligations and the exercise of its rights and discretion under this Agreement. 18.6 Amendments. Except as expressly provided in this Agreement, no modification of or amendment to this Agreement shall be effective unless agreed to in writing by the Municipality and the Company. 18.7 Survival. The terms and conditions contained in this Agreement that by their sense and context are intended to survive the performance thereof by the Parties hereto shall so 17 Initials survive the completion of performance, the expiration and termination of this Agreement, including, without limitation, provisions with respect to indemnification and the making of any and all payments due hereunder. 18.8 Waiver. Failure by either Party to exercise any of its rights, powers or remedies hereunder or its delay to do so shall not constitute a waiver of those rights, powers or remedies. The single or partial exercise of a right, power or remedy shall not prevent its subsequent exercise or the exercise of any other right, power or remedy. 18.9 Severability. If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision and everything else in this Agreement shall continue in full force and effect. 18.10 Enurement. This Agreement is and shall be binding upon and inure to the benefit of the Parties hereto and their respective legal representatives, successors, and permitted assigns, and may not be changed or modified except in writing, duly signed by the Parties hereto. 18.11 Counterparts: This Agreement may be executed by the Parties, may be executed by electronic signature, and may be delivered by facsimile or PDF transmission and in one or more counterparts which when held together shall be considered one and the same Agreement. 18.12 Equitable Relief. Either Party may, in addition to any other remedies it may have at law or equity, seek equitable relief, including without limitation, injunctive relief, and specific performance to enforce its rights or the other party’s obligations under this Agreement. 18.13 Governing law. This Agreement shall be governed by the laws of the Province of Ontario and all federal laws of Canada applicable therein. [ONE (1) ENDORSEMENT PAGE FOLLOWS] 18 Initials IN WITNESS WHEREOF this Agreement has been executed by the Parties hereto on the date(s) set out below and the Parties agree that this Agreement shall be effective on the date as set out at the top of page one (1) of this Agreement. THE CORPORATION OF THE MUNICIPALITY OF BAYHAM Date: , Per: Title: Per: Title: We have the authority to bind the Corporation XPLORE FIBRE L.P., by its general partner XPLORE SPECTRUM HOLDINGS INC. Date: , Per: Title: Per: Title: I have the authority to bind the Company 19 Initials SCHEDULE "A" Permits required by the Municipality Telecommunication Equipment Consent and Road User Agreement WORK ACTIVITY MC RP Notification only No Permit or Notification Road occupation that causes no disruption to traffic or pedestrian flow to perform Work X Work that requires oversize or overweight vehicles X Road Occupancy that involves the temporary closure of a vehicle travel lane, parking lane to perform Work X Emergency Work with no Excavation, no utilization of trees and or other municipal infrastructure as a support structure X Any installation of Equipment that requires Excavation1 in the ROW, including: − the installation of buried Equipment crossing a road; − the installation of new Above-ground Plant; − the relocation of buried Equipment or Above-ground Equipment; − the replacement of existing Above-ground Equipment with equipment that is significantly larger; and − the installation of buried Service Drops that cross a road or a break a hard surface of the ROW. X X The installation of aerial Equipment (excluding aerial Service Drops) X Tree trimming on ROWs X The replacement of existing above-ground Equipment without adding more Equipment or significantly increasing its size (pole replacements excluded) X The installation of buried Service Drops that do not cross a road or break the hard surface of a ROW X Pulling cable through existing underground duct X The installation of or repair to aerial Service Drops X The maintenance, testing and repair of Equipment where there is minimal physical disturbance or changes to the ROW X Any other Work activity agreed to by the Municipality X THE CORPORATION OF THE MUNICIPALITY OF BAYHAM BY-LAW NO. 2024-069 A BY-LAW TO AUTHORIZE THE EXECUTION OF A MUNICIPAL ACCESS AGREEMENT BETWEEN THE MUNICIPALITY OF BAYHAM AND XPLORE INC. WHEREAS under the broad powers delegated under the Municipal Act, 2001, S.O. 2001, c.25, as amended, a council is authorized to pass by-laws designating highways as controlled access highways and prohibiting or regulating the construction or use of any access onto highways; AND WHEREAS the Council of the Corporation of the Municipality of Bayham is desirous of entering into a municipal access agreement with Xplore Inc. for broadband installations; NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY OF BAYHAM ENACTS AS FOLLOWS: 1. THAT the Mayor and Chief Administrative Officer be and are hereby authorized to execute the Agreement attached hereto as Schedule “A” and forming part of this by- law between the Municipality of Bayham and Xplore Inc.; 2. AND THAT this by-law shall come into full force and effect upon final passing. READ A FIRST, SECOND AND THIRD TIME AND FINALLY PASSED THIS 21st DAY OF NOVEMBER, 2024. ___________________________ _____________________________ MAYOR CLERK 1 Initials TELECOMMUNICATIONS EQUIPMENT CONSENT and ROAD USER AGREEMENT This Agreement made effective the day of , 2024 (the Effective Date). B E T W E E N: THE CORPORATION OF THE MUNICIPALITY OF BAYHAM (hereafter the “Municipality”) OF THE FIRST PART -and- XPLORE INC. (hereafter the “Company”) OF THE SECOND PART WHEREAS: A. The Company is a “telecommunications common carrier” as defined in the Telecommunications Act, S.C. 1993, c.38 (“Telecom Act”) or “distribution undertaking” as defined in the Broadcasting Act, S.C. 1991, c.11 (collectively, a “Carrier”) and is subject to the jurisdiction of the Canadian Radio-television and Telecommunications Commission (the “CRTC”); B. In order to operate as a Carrier, the Company requires to construct, maintain and operate its Equipment in, on, over, under, across or along (“Within”) the highways, streets, road allowances, lanes, bridges or viaducts which are under the jurisdiction of the Municipality (collectively, the “Rights-of-Way” or “ROWs”); C. Pursuant to section 43 of the Telecom Act, the Company requires the Municipality’s consent to construct its Equipment Within the ROWs and the Municipality is willing to grant the Company a non-exclusive right to construct within the ROWs provided that it shall not unduly interfere with the public use and enjoyment of the ROW or other public place, including any rights or privileges previously conferred or conferred after the Effective date by the Municipality on Third Parties to use or access the ROWs; NOW THEREFORE in consideration of the mutual terms, conditions and covenants contained herein, the Parties agree and covenant with each other as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions. In this Agreement, the following words and phrases shall have the following meanings: (a) “Affiliate” means “affiliate” as defined in the Canada Business Corporations Act; (b) “Anti-Bribery Law” means the Canadian Corruption of Foreign Public Officials Act; (c) “Municipal Engineer” means the Municipality’s reviewing authority or the individual designated by him or her; (d) “CRTC” means the Canadian Radio-television and Telecommunications Commission. (e) “Emergency” means an unforeseen situation where immediate action must be taken to preserve the environment, public health, safety or an essential service of either of the Parties; (f) “Equipment” means the transmission and distribution facilities owned by the Company and/or its Affiliates, comprising fibre optic, coaxial or other nature or form of cables, pipes, conduits, poles, ducts, manholes, handholds and ancillary structures and equipment located Within the ROWs; 2 Initials (g) “Hazardous Substance” means any harmful substance including, without limitation, electromagnetic or other radiation, contaminants, pollutants, dangerous substances, dangerous goods and toxic substances, as defined, judicially interpreted or identified in any applicable law (including the common law); (h) “Municipal Consent” or “MC” means the written consent of the Municipality, with or without conditions, to allow the Company to perform Work Within the ROWs that requires the excavation or breaking up of the ROWs (as more particularly described in Schedule “B” to this Agreement); (i) “Non-Compliant Equipment” means: (i) Equipment installed without a Permit. (ii) For all Equipment installed on or after the Effective Date, Equipment that is not compliant with the alignment approved by the Municipality because the placement of the Equipment is greater than a distance of 1m horizontally (centre-line to centre-line) from the location approved by the Municipality, and, the placement of such Equipment has a material impact on the Municipality’s ability to manage or use its ROWs; or, (iii) Equipment installed prior to the Effective Date of this Agreement is assumed to be compliant. However, Equipment installed prior to the Effective Date may be deemed Non-Compliant by the Municipality if unapproved deviations from the approved alignment have a material impact on the Municipality’s ability to manage or use its ROWs; or, (iv) As otherwise defined within the Agreement. (j) “Permit” means a Municipal Consent or a Road Permit or both; (k) “Relocation Notice” means a written notice given by the Municipality to the Company identifying the specific location and reason for the relocation and directing the Company to relocate the Equipment designated in the notice to another reasonable location in the ROW(s). (l) “Road Permit” means a Permit issued by the Municipality that, generally, is required to authorize the Company to conduct Work that includes any activity that involves a deployment of its workforce, vehicles and other equipment in the ROWs which may interfere with the public use and enjoyment of the ROW for the duration of the Work when performing the Work.(as more particularly described in Schedule “B” to this Agreement); (m) “Service Drop” means a cable that, by its design, capacity and relationship to other fibre optic cables of the Company can be reasonably considered to be for the sole purpose of connecting backbone of the Equipment to not more than one individual customer or building point of presence; (n) “Term” means as defined in section 9.1. (o) “Third Party” means any person that is not a party to this Agreement nor an Affiliate of either Party, and includes any person that attaches its facilities in, on or to the Equipment under an agreement with the Company; (p) “Work” means, but is not limited to, any installation, removal, construction, maintenance, repair, replacement, relocation, removal, operation, adjustment or other alteration of the Equipment performed by the Company Within the ROWs, including the excavation, repair and restoration of the ROWs. (q) “Xplore Inc.” means Xplore Inc. and its Affiliates. 1.2 Legislation. All references to statutes in this Agreement shall include amendments thereto, regulations thereof, and successor legislation thereafter. 1.3 Recitals, Schedules and Incorporated Documents. The beginning part of this Agreement entitled “Recitals”, and Schedule “A” as identified below, and the By-laws and Municipal Policies referred to in this Agreement are hereby incorporated by reference into this Agreement and form part thereof: 3 Initials Schedule “A” – Permits required by the Municipality 2. USE OF ROWs 2.1 Consent to use ROWs. The Municipality hereby consents to the Company’s use of the ROWs for the purpose of performing its Work, subject to the terms and conditions of this Agreement and in accordance with all applicable laws or other municipal by-laws, rules, policies, standards and guidelines (“Municipal Guidelines”) pertaining to the Equipment and the use of the ROWs; to the extent, however, that any municipal laws and the Municipal Guidelines are not inconsistent or in conflict with this Agreement or with applicable federal laws. 2.2 Restrictions on use. The Company shall not, in the exercise of its rights under this Agreement, unduly interfere with municipal operations, equipment or installations on the ROWs and the public use and enjoyment of the ROWs, nor any rights or privileges previously conferred or conferred after the Effective Date by the Municipality on Third Parties to use or access the ROWs 2.3 Equipment acquired by the Company. The Parties agree that, where the Company acquires, or has acquired, directly or indirectly, facilities from a Third Party that are located Within the ROWs (the “New Equipment”), then, effective the day of the acquisition of the New Equipment by the Company: (a) the New Equipment shall form part of the Equipment and shall be governed by the terms and conditions of this Agreement; and (b) where that Third Party is a Party to a valid and existing Road User Agreement with the Municipality (the “RUA”) and the Company, directly or indirectly, acquires the rights and obligations under the said RUA, the RUA shall be terminated. 2.4 No ownership rights. The Parties acknowledge and agree that: (a) the use of the ROWs under this Agreement shall not create nor vest in the Company any ownership or property rights in the ROWs; and (b) the placement of the Equipment Within the ROWs shall not create or vest in the Municipality any ownership or property rights to the Equipment. 2.5 Condition of ROWs. The Municipality makes no representations or warranties as to the state of repair of the ROWs or the suitability or fitness of the ROWs for any business, activity or purpose whatsoever, and the Company hereby agrees to accept the ROWs on an “as is” basis. 2.6 Non-Compliant Equipment. The Municipality bears no liability or responsibility for relocation costs of all of the following: (a) Non-Compliant Equipment; (b) Third Party telecommunications equipment attached to the Company’s Non- Compliant Equipment; and (c) any damages, liabilities, re-design costs and associated delay costs incurred by other occupiers of a Municipality ROW resulting from the Company’s Non-Compliant Equipment. If the Municipality identifies the existence of Non-Compliant Equipment, the Municipality will issue a Notice of Non-Compliance to the Company. If the Non- Compliant Equipment interferes with the Municipality’s ability to manage, administer, use or operate its ROWs, including but not limited to installing its own facilities, permitting third-parties to install facilities, or undertaking permit reviews and potential permit approvals for same, as determined in its sole discretion, and the Municipality requires the Non-Compliant Equipment to be relocated, the Municipality will send a Relocation Notice to the Company requesting relocation of the Non-Compliant Equipment and the Company must relocate the Equipment as follows: 4 Initials (i) above ground Equipment must be relocated within 90 days of the Company receiving a Relocation Notice from the Municipality, or within such other time as agreed to by the Parties taking into account the circumstances of the relocation; (ii) below ground Equipment must be relocated within 180 days of the Company receiving a Relocation Notice from the Municipality, or within such other time as agreed to by the Parties taking into account the circumstances of the relocation, such Relocation Notice to be issued by the Municipality only in the event the Municipality approves plans to re-open the site where the Non-Compliant Equipment is located; Prior to removal or relocation of Non-Compliant Equipment, the Company must obtain a new alignment approval from the Municipality. Where any relocation of Non-Compliant Equipment occurs, the Municipality will make good faith efforts to provide alternative routes for the Non-Compliant Equipment. Once the Company has provided the Municipality with all information the Municipality requires to enable it to process a Permit application, the Municipality shall process the Permit. If the Company fails to remove or relocate Non-Compliant Equipment as a result of receiving a Relocation Notice from the Municipality, the Municipality may, in its sole and unfettered discretion, complete the removal or relocation and any associated restoration and the Company must pay to the Municipality all reasonable and verifiable costs related to the relocation and restoration. 3. APPLICABLE PERMITS 3.1 Permits. (a) Subject to Section 3.2 and 3.6, the Company shall not occupy, excavate, break up, disturb, or move oversized or overweight vehicles within a Municipality ROW, where a Permit is required in accordance with this Agreement as set out in Schedule “B”, without first obtaining such Permit. (b) For each Permit required above, where applicable, the Company shall submit to the Municipality a completed application, in a form specified by the Municipality as well as any Security required under this Agreement. (c) Subject to Section 3.4, the Municipality will make best efforts to issue the applicable Permits within 21 days of receiving a complete Application, or such other time as agreed to by the Parties having regard to the complexity of the Work covered by the Application and the volume of Permit Applications before the Municipality at that time. Should the Municipality not issue a Permit within 21 days of receiving a complete Application, the Municipality agrees to provide an estimate of the date on which the Company can expect to issue such Permit(s). 3.2 No Permits for routine Work. [Intentionally Deleted - See instead Schedule “B”] 3.3 Expiry of Permit. In the event that the Company has not commenced construction of the approved Work associated with a particular Permit within one (1) year of the date of issuance of the Permit and has not sought and received an extension to the Permit from the Municipality, which extension shall not be unreasonably withheld, the Permit shall be null and void. In such circumstances, any fees paid by the Company in respect of the expired Permit shall not be refunded and the Company must obtain a new Permit for the Work. 3.4 Submission of plans. Unless otherwise agreed to by the Municipality, the Company shall, prior to undertaking any Work that requires a Municipal Consent, submit the following to the Municipal Engineer: (a) construction plans of the proposed Work, showing the locations of the proposed and existing Equipment and other facilities, and specifying the boundaries of the area within the Municipality within which the Work is proposed to take place; (b) Traffic control plans for the protection of the workers, public and traveling public including detours as required to minimize traffic disruption; and 5 Initials (c) all other relevant plans, drawings and other information as may be normally required by the Municipal Engineer from time to time for the purposes of issuing Permits. 3.5 Refusal to issue Permits. The Municipality may refuse to issue a Permit in accordance with Section 3.1 for any bona fide municipal purpose, including but not limited to reasons of public safety and health, conflicts with existing infrastructure, proposed road construction, or the proper functioning of public services, all as identified in writing by the Municipality, having regard to the public interest in having access to communications, including 911 access services. The Municipality shall make good faith effort to provide consent to alternative suggestions, wherever possible, for routing the Equipment Within the ROW to assist the Company in its efforts to facilitate the installation of its Equipment. 3.6 Restoration of the Company’s service during Emergencies. Notwithstanding Section 3.1, in the event of an Emergency, the Company shall be permitted to perform such remedial Work as is reasonably necessary to restore its services without complying with Section 3.1; provided that such Work does not unduly disrupt any Municipal service or activity and provided that the Company provides notice of the Work within five (5) business days of completing the Work. 3.7 Temporary changes by Municipality. Notwithstanding any other provision in this Agreement, the Municipality reserves the right to set, adjust or change the approved schedule of Work by the Company for the purpose of coordinating or managing any major events or activities, including the restriction of any Work during those restricted time periods; provided however, that any such adjustment or change shall be conducted so as minimize interruption to the Company’s operations. The Municipality shall use its commercially reasonable efforts to provide to the Company forty-eight (48) hours advance written notice of any change to the approved schedule of Work, except that, in the case of any Emergency, the Municipality shall provide such advance notice as is reasonably possible in the circumstances. 3.8 Granting of Permit Deemed as Municipal Consent Required Pursuant to the Telecommunications Act (Canada). The Municipality agrees and acknowledges that, subject to satisfaction and performance of all terms and conditions both hereto and provided herein and the granting and issuance of any Roads Permit authorizing installation of Equipment as contemplated by this Agreement and in relation to a location specified therein shall be considered and deemed to represent municipal consent to such installation as is required pursuant to applicable laws of the Dominion of Canada, including but not limited to the Telecommunications Act, S.C. 1993, c. 38, as amended. 4. MANNER OF WORK 4.1 Compliance with Applicable Laws, etc. All Work shall be conducted and completed to the satisfaction of the Municipality and in accordance with: (a) the applicable laws (and, in particular, all laws and codes relating to occupational health and safety); (b) the Municipal Guidelines; (c) this Agreement; and (d) the applicable Permits issued under Section 3.1. provided that the applicable laws, Municipal Guidelines, this Agreement, and applicable Permits do not conflict with federal law. 4.2 Underground Equipment. The Company shall place those portions of the Equipment that cross beneath streets or existing buried utilities in ducts, carrier pipes or encased in concrete, or as otherwise specified by the Municipality. Service drops are not required to be in ducts. 6 Initials 4.3 Installation. The Company shall make commercially reasonable efforts to utilize construction methods that minimize the impact on the ROWs, including but not limited to trenchless installation technology and single trench installation methods. 4.4 Stoppage of Work. The Municipality may order the stoppage of the Work for any bona fide municipal purpose or cause relating to public health and safety, special events or any circumstances beyond its control. In such circumstances, the Municipality shall provide the Company with a verbal order and reasons to stop the Work and the Company shall cease the Work immediately. Within two (2) business days of the verbal order, the Municipality shall provide the Company with a written stop work order with reasons. When the reasons for the Work stoppage have been resolved, the Municipality shall advise the Company immediately that it can commence the Work. 4.5 Coordination of Work. To minimize the necessity for road cuts, construction and the placement of new Equipment Within the ROW, the Company shall, where commercially reasonable and technically practicable, coordinate its work with other existing and new occupants of the ROW. 4.6 Identification of contractors. The Company shall ensure that all of its contractors have proper identification visible on the Work site displaying the name of the Company for which they work. 4.7 Emergency contact personnel. The Company and the Municipality shall provide to each other a list of twenty-four (24) hour emergency contact personnel available at all times and shall ensure that the list is kept current. 4.8 Emergency work by Municipality. In the event of an Emergency, the Municipality shall as soon as reasonably practicable contact the Company and, as circumstances permit, allow the Company a reasonable opportunity to remove, relocate, protect or otherwise deal with the Equipment, having regard to the nature of the Emergency. Notwithstanding the foregoing, the Municipality may take such measures it deems necessary to re-establish a safe environment, and the Company shall pay the Municipality’s reasonable and verifiable costs that are directly attributable to the Work or the presence of the Equipment in the ROWs. 4.9 “As-built” drawings. The Company shall, no later than ninety (90) days after completion of any Work, provide the Municipal Engineer with accurate “as-built” drawings, prepared in accordance with such standards as may be required by the Municipal Engineer, sufficient, for planning purposes, to accurately establish the location of the Equipment installed Within the ROWs. As-built drawings to be provided in electronic format suitable to be incorporated into the Municipality’s GIS mapping. As-built information is provided a reference only. The Municipality shall direct all inquiries regarding the location of the Equipment to the Company. Access to Company As-Built records are for use by the Municipality only and shall not be distributed or disclosed to other parties without prior written consent of the Company. If the Municipality has not received the As-built drawings from the Company within 90 calendar days following the completion of the Work, the Equipment will be considered to be Non-Compliant Equipment. 4.10 Agents and Sub-contractors. Each Party agrees to work with the other Party directly to resolve any issues arising from any the acts, omissions or performance of its agents and sub-contractors. 5. REMEDIAL WORK 5.1 General. Following the completion of any Work, the Company shall leave the ROW in a neat, clean, and safe condition and free from nuisance, all to the satisfaction of the Municipality. Subject to Section 5.5, where the Company is required to break or disturb the surface of a ROW to perform its Work, it shall repair and restore the disturbed surface of the ROW to substantially similar or better condition it was in before the Work was undertaken, all in accordance with the Municipal Guidelines and to the satisfaction of the Municipality. 5.2 Permanent Road Restoration. If the Company has excavated, broken up or otherwise disturbed the surface of a ROW, the Company shall restore the ROW which the Company 7 Initials has excavated, broken up or otherwise disturbed to a similar state that it was in prior to the commencement of the Work. 5.3 Temporary repair. Where weather limitations or other external conditions beyond the control of the Company do not permit it to complete a final repair to the ROW within the expected period of time, the Company may complete a temporary repair to the ROW; provided that, subject to Section 5.5, the Company replaces the temporary repair with a final repair within a reasonable period of time. All repairs to the ROW by the Company shall be performed in accordance with the Municipal Guidelines and to the satisfaction of the Municipality. If a temporary repair gives rise to an unsafe condition, then this shall be deemed to constitute an Emergency and the provisions of Section 4.8 shall apply. 5.4 Warranty of repairs. The Company warrants its temporary repair, to the satisfaction of the Municipality until such time as the final repair is completed by the Company, or, where the Municipality is performing the final repair, for a period of one (1) years or until such time as the final repair is completed by the Municipality, whichever is earlier. The Company shall warrant its final repairs for a period of two (2) years from the date of their completion 5.5 Repairs completed by Municipality. Where: (a) the Company fails to complete a temporary repair to the satisfaction of the Municipality within seventy-two (72) hours of being notified in writing by the Municipality, or such other period as may be agreed to by the Parties; or (b) the Company and the Municipality agree that the Municipality should perform the repair, then the Municipality may effect such work necessary to perform the repair and the Company shall pay the Municipality’s reasonable and verifiable direct costs of performing the repair. 6. LOCATING FACILITIES IN ROWs 6.1. Locates. The Company agrees that, throughout the Term it shall, at its own cost, record and maintain adequate records of the locations of its Equipment. Each Party shall, at its own cost and at the request of the other Party (or its contractors or authorized agents), physically locate its respective facilities by marking the ROW using paint, staking or other suitable identification method (“Locates”), under the following circumstances: (a) in the event of an Emergency, within two hours of receiving the request or as soon as practicably possible, following which the requesting Party will ensure that it has a representative on site (or alternatively, provide a contact number for its representative) to ensure that the area for the Locates is properly identified; and (b) in all other circumstances, within a time reasonably agreed upon by the Parties. 6.2. Provision of Mark-ups. The Parties agree to respond within fifteen (15) days to any request from the other Party for a mark-up of municipal infrastructure or Equipment design drawings showing the location of any portion of the municipal infrastructure or Equipment, as the case may be, located within the portion of the ROWs shown on the plans (the “Mark- ups”), and shall provide such accurate and detailed information as may be reasonably required by the requesting Party. 6.3. Inaccurate Locates. Where the Company’s Locates are found to be in error, where the actual location of the Equipment is found to meet the definition of Non-Compliant Equipment as compared to the Locates, and, as a result, the Municipality is unable to install its facilities Within the affected ROWs in the manner it expected based on the Locates provided by the Company (the “Error”), the Municipality will notify the Company of the Error, following which the 8 Initials Company shall attempt to resolve the Error. If the Company is unable to resolve the Error in a reasonable time commensurate with the situation, the Company will pay the Municipality for its reasonable and verifiable costs incurred as a direct result of the Error. An Inaccurate Locate resulting from Equipment relocated due to ground movement stemming from, among other things, weather conditions or work or activities carried out by a Third Party, or by, or on behalf of, the Municipality, is not an Error. In the event of a disagreement as to the existence of an Error, the parties agree to work together to determine whether or not the Error stems from ground movement or work or activities carried out by a Third Party, or by, or on behalf of, the Municipality. If it is determined that the conditions of the municipal right-of-way have changed, the parties agree to be reasonable, including with respect to the allocation of direct costs stemming from the change. 7. RELOCATION OF EQUIPMENT 7.1 Municipality Request. Where the Municipality requires and requests the Company to relocate its Equipment for a bona fide municipal purpose, the Municipality shall notify the Company in writing and, the Company shall complete the requested relocation within ninety (90) days, or having regard to the nature of the relocation required, the Company shall commence work to relocate its Equipment within a Right- of-Way. 7.2 Allocation of Cost. The responsibility for the costs incurred in relocating the Company’s Equipment or performing such work referenced (“Relocation Costs”), where the Municipality has made a request to the Company to relocate its Equipment as set out above will, for the purposes of this Agreement, be based upon the following chart and include all associated costs (labour, materials, design etc.) as well as depreciation, betterment and recovery of costs: Year(s) After Installation of Equipment Percentage of Relocation Costs Paid by the Municipality 1 100% 2 100% 3 100% 4 90% 5 80% 6 70% 7 65% 8 60% 9 55% 10 45% 11 40% 12 35% 13 30% 14 20% 15 10% 16 5% 17+ 0% 7.3 Exceptions. (a) Notwithstanding section 7.2, the Municipality shall be solely responsible for paying all costs related to equipment relocation if the relocation is for beautification or aesthetic purposes. Such costs include, among others, depreciation, betterment, and recovery costs. (b) Notwithstanding section 7.2, where the Municipality has given written notice to the 9 Initials Company prior to the issuance of a Road Permit that the location of the Equipment subject to the Road Permit will require relocation within five (5) years, and the Company proceeds to install the equipment despite receiving such notice, then the full cost of any relocation of the Equipment shall be at the Company’s sole expense. 7.4 [INTENTIONALLY DELETED] 7.5 Request by Third Party. Where relocation of Equipment is required due to the Municipality accommodating a third party (hereinafter "Third Party Work"), the required relocation or related installation work shall be conducted by the Company in accordance with the terms of this Agreement respecting installation, and the full cost of the amendment or Relocation shall be borne solely by the third party and paid in advance. The Municipality agrees to provide the Company with ninety (90) days' notice of the need for any such Third Party Work and to require that the relevant third party or parties bear the full cost of such Third Party Work and indemnify the Company against all claims and liabilities arising from the amendment or Relocation as a condition precedent to any such amendment or Relocation. 7.6 Municipality efforts. Where any relocation of Equipment occurs, the Municipality will make good faith efforts to provide alternative routes for the Equipment affected by the relocation to ensure uninterrupted service to the Company’s customers. Once the Company has provided the Municipality with all information the Municipality requires to enable it to process a Permit application, the Municipality shall provide, on a timely basis, all Permits required to allow the Company to relocate the Equipment. 7.7 Temporary Reconstruction or Realignment of Road Allowances. The Company shall, upon reasonable prior notice to the Municipality, have the right to temporarily reconstruct or realign certain portions of the Road Allowances in order to permit the delivery or movement of Equipment. 7.8 Relocation performed by Municipality. If the Company fails to complete the relocation in accordance with Section 7.1 of the Agreement, the Municipality may, at its option, upon reasonable final notice to the Company, complete such relocation and the allocation of costs is to be determined in accordance with Section 7.2. 8. PAYMENT OF FEES AND OTHER CHARGES 8.1 General. The Company covenants and agrees to pay to the Municipality Permit fees, deposits and security associated with and required or reasonably demanded pursuant to this Agreement. The security provisions are set out in Section 10 of this Agreement. 8.2 Invoices. Unless expressly provided elsewhere in this Agreement, where there are any payments to be made under this Agreement, the Party requesting payment shall first send a written invoice to the other Party, setting out in detail all amounts owing, including any applicable provincial and federal taxes and interest payable on prior overdue invoices, and the payment terms. The Parties agree that all payments shall be made in full by no later than forty-five (45) days after the date of the invoice was received. 8.3 Payment of taxes. The Company shall pay, and shall expressly indemnify and hold the Municipality harmless from, all taxes lawfully imposed now or in the future by the Municipality, a local municipality within the geographic jurisdiction of the Municipality, or all taxes, rates, duties, levies or fees lawfully imposed now or in the future by any regional, provincial, federal, parliamentary or other governmental body, corporate authority, agency or commission (including, without limitation, school boards and utility commissions) but excluding the Municipality, that are attributable to the Company’s use of a Municipality ROW. 9. TERM AND TERMINATION 9.1 Initial term and renewal. The Agreement shall have an initial term of five (5) years 10 Initials commencing on the Effective Date (“Term”). Subject to the termination rights described in subsections 9.2, 9.3 and 9.4, and unless a Party delivers written notice of non-renewal to the other Party at least one hundred and eighty (180) days prior to the expiration of the then current term, the Term shall renew automatically for successive five (5) year terms. 9.2 Termination by either Party. Either Party may terminate this Agreement without further obligation to the other Party, upon providing at least seven (7) days’ written notice in the event of a material breach of this Agreement by the other Party after notice thereof and failure of the other Party to remedy or cure the breach within thirty (30) days of receipt of the notice. If, however, in the view of the non-breaching Party, it is not possible to remedy or cure the breach within such thirty (30) day period, then the breaching Party shall commence to remedy or cure the breach within such thirty (30) day period and shall complete the remedy or cure within the time period stipulated in writing by the non- breaching Party. 9.3 Termination by Municipality. The Municipality may terminate this Agreement by providing the Company with at least seven (7) days written notice in the event that: (a) the Company becomes insolvent, makes an assignment for the benefit of its creditors, has a liquidator, receiver or trustee in bankruptcy appointed for it or becomes voluntarily subject as a debtor to the provisions of the Companies’ Creditors Arrangement Act or the Bankruptcy and Insolvency Act; (b) the Company assigns or transfers this Agreement or any part thereof other than in accordance with Section 18.2; or (c) the Company ceases to be eligible to operate as a Carrier. 9.4 Obligations and rights upon termination or expiry of Agreement. Notwithstanding any other provision of this Agreement, if this Agreement is terminated (other than in accordance with Section 9.3) or expires without renewal, then, subject to the Company’s rights to use the ROWs pursuant to the Telecom Act and, unless the Company advises the Municipality in writing that it no longer requires the use of the Equipment: (a) the terms and conditions of this Agreement shall remain in full force and effect until a new replacement agreement (a “New Agreement”) is executed by the Parties; and (b) the Parties shall enter into meaningful and good faith negotiations to execute a New Agreement and, if, after six (6) months following the expiry of this Agreement, the Parties are unable to execute a New Agreement, then either Party may apply to the CRTC to establish the terms and conditions of the New Agreement. 9.5 Removing abandoned Equipment. Where the Company advises the Municipality in writing that it no longer requires the use of any Equipment, the Company shall, at the Municipality’s request and within a reasonable period of time as agreed to by the Parties, act as follows at the Company’s sole cost and expense: (a) Remove the abandoned Equipment that is above ground; (b) Subject to (c) immediately below, make safe any underground vaults, manholes and any other underground structures that are not occupied or used by a Third Party, (collectively “Abandoned Underground Structures”); (c) Where, in the reasonable opinion of the Municipal Engineer, the Abandoned Underground Structures will interfere with any municipally-approved project that will require excavation or otherwise disturb the portions of the ROWs in which the Abandoned Underground Structures are located, then the Company shall, at or about the time the excavation of such portions of the ROWs for said project commences, remove the Abandoned Underground Structures therein. Upon removal of the abandoned Equipment or upon the removal or making safe of Abandoned Underground Structures, the Company shall repair any damage resulting from such removal or making safe and restore the affected ROWs to the condition in which they existed prior to the removal or making safe. If the Company fails to remove Equipment or 11 Initials to remove or make safe Abandoned Underground Structures and restore the ROWs within the time specified above, and to the satisfaction of the Municipal Engineer, the Municipality may complete said work and the Company shall pay the associated Municipality’s Costs. 9.6 Continuing obligations. Notwithstanding the expiry or earlier termination of this Agreement, each Party shall continue to be liable to the other Party for all payments due and obligations incurred hereunder prior to the date of such expiry or termination. 10. INSURANCE AND SECURITY 10.1 General. Throughout the term of this Agreement and any renewals or extension thereto, the Company shall maintain, at its sole expense, insurance (the “Company Insurance”) in an amount and description as described below to protect the Company and the Municipality; solely to the extent of the Municipality’s rights as additional insured under the comprehensive general liability occurrence-based insurance, from claims for damages, bodily injury (including death) and property damage which may arise from the Company’s operations under this Agreement, including the use or maintenance of the Equipment Within the ROWs or any act or omission of the Company and its employees, contractors and agents while engaged in the Work. The Company Insurance shall include all costs, charges and expenses reasonably incurred with any injury or damage. 10.2 Commercial general liability occurrence-based insurance. Without limiting the generality of the foregoing, the Company shall obtain and maintain comprehensive general liability occurrence-based insurance coverage which: (a) covers claims and expenses for liability for personal injury, bodily injury and property damage in an amount not less than Five Million Dollars ($5,000,000.00) per occurrence (exclusive of interest and costs). Excess of umbrella insurance may be used to achieve the required insured limits; (b) include the Municipality as an additional insured under the comprehensive general liability occurrence-based insurance policy (except for non-owned automobile liability); (c) contains cross liability and severability of interest clauses. 10.3 Insurance certificates. As soon as possible after the execution of this Agreement, the Company shall provide the Municipality with certificates of insurance in respect of the required comprehensive general liability occurrence-based insurance evidencing the cross liability and severability clauses and confirming the Municipality as an “additional insured”. Thereafter, the Company shall provide the Municipality with evidence of all renewals upon request. 10.4 General insurance conditions. (a) The Company Insurance shall not be construed to, and shall in no manner, limit or restrict the Company’s liability or obligations under this Agreement. (b) The Municipality shall not be liable for any premiums relating to policies under the Company Insurance. (c) The policies under the Company Insurance shall provide: (i) that they are primary insurance which will not call into contribution any other insurance available to the Municipality; (ii) a waiver for severability of interest; and (iii) that the Company Insurance shall not be cancelled, lapsed or materially changed to the detriment of the Municipality without at least thirty (30) business days’ notice to the Municipality by mail. (d) The Company will immediately notify the Municipality of any changes to or cancellation of the Company Insurance if they will directly affect or reduce the 12 Initials coverage made available to the Municipality. 10.5 Workplace Safety and Insurance Board. The Company shall provide Workplace Safety and Insurance Board (“WSIB)” clearance certificate that confirms the Company is in good standing with the WSIB. The Company shall ensure the WSIB clearance remains in effect when the Company’s personnel are working within the ROWs. 10.6 Security. Every time the Company fails to comply with the terms and conditions of this Agreement, the Municipality shall provide written notice to the Company of its non- compliance whereupon the Municipality may suspend the Permit until a Resolution Plan in respect to curing the non-compliance is agreed to by the Company and the Municipality in writing. Starting on the second event of non-compliance, the Company shall deposit security in the form of a Letter of Credit with the Municipality, naming the Municipality as beneficiary, within five (5) business days of the Resolution Plan being agreed to by the Company and the Municipality. The amount of security shall be determined by the Municipality, having regard to an amount that is proportional to the work being undertaken, and in no case shall the security be less than ten thousand ($10,000) dollars unless agreed to by the parties. The Company shall deposit with the Municipality only one Letter of Credit per the Permit, regardless of the number of non-compliances associated with a given Permit. 10.7. Security. If any non-compliance is not cured within ten (10) business days of the Resolution Plan being agreed to by the Company and the Municipality, the Municipality may draw on the Letter of Credit the amount required to cover the Municipality’s reasonable costs to cure the non-compliances. The security, or remaining of, if any, shall be released by the Municipality within fifteen (15) business days after the Municipality’s acceptance of the completion of the Company's final restoration Work to the ROW associated with the Permit. 11. RESPONSIBILITY AND INDEMNIFICATION 11.1 No liability Municipality. The Company hereby acknowledges that the placement, installation, construction, reconstruction, inspection, maintenance, operation, alteration, enlarging, repair, replacement, relocation and/or removal of the Equipment by the Company is performed entirely at the risk of the Company and that the Municipality shall in no way or under any circumstances be responsible or liable to the Company, its contractors, agents, or customers for any damage or losses in consequence thereof, unless due to the negligence or willful misconduct of the Municipality or those for whom at law it is responsible. 11.2 Company Indemnity. Subject to subsection 11.5, the Company hereby releases, indemnifies, completely holds harmless, and agrees to defend the Municipality, its Councillors, officers, employees, legal counsel, agents and contractors, from and against any and all Third Party suits, judgments, claims, demands, expenses, actions, causes of action, duties, assessments, fees, penalties, liabilities, losses and costs which the Municipality and its successors and assigns may at any time or times hereafter bear, sustain, or suffer as a result of the negligence or willful misconduct of the Company or of those for whom it is responsible at law.. 11.3 Municipality Acknowledgement. The Municipality hereby acknowledges that it is responsible for its negligence and willful misconduct and the negligence and willful misconduct of those for whom it is responsible for at law. 11.4 Municipality Indemnity. Subject to subsection 11.5, the Municipality hereby releases, indemnifies, completely holds harmless, and agrees to defend the Company, its officers, employees, legal counsel, agents and contractors, from and against any and all Third Party suits, judgments, claims, demands, expenses, actions, causes of action, duties, assessments, fees, penalties, liabilities, losses and costs which the Company and its successors and assigns may at any time or times hereafter bear, sustain, suffer, be put to or incur as a result of the negligence or willful misconduct of the Municipality or of those for whom it is responsible at law. 13 Initials 11.5 No liability, both Parties. Notwithstanding any other provision in this Agreement, neither Party shall be liable to any person in any way for special, incidental, indirect, consequential, exemplary, or punitive damages, including damages for pure economic loss or failure to realize expected profits, howsoever caused, or contributed to, in connection with this Agreement and the performance or non-performance of its obligations hereunder 11.6 Survival. The obligation of a Party to indemnify, defend and save harmless the other Party shall survive the termination or expiry of this Agreement. 12. ENVIRONMENTAL LIABILITY 12.1. Municipality not responsible. The Municipality is not responsible, either directly or indirectly, for any damage to the natural environment or property, including any nuisance, trespass, negligence, or injury to any person, howsoever caused, arising from the presence, deposit, escape, discharge, leak, spill or release of any Hazardous Substance in connection with the Company’s occupation or use of the ROWs, unless such damage was caused directly or indirectly by the negligence or willful misconduct of the Municipality or those for which it is responsible in law. 12.2. Company to assume environmental liabilities. The Company agrees to assume all environmental liabilities, claims, fines, penalties, obligations, costs or expenses whatsoever relating to its use of the ROWs, including, without limitation, any liability for the clean- up, removal or remediation of any Hazardous Substance on or under the ROWs that result from: (a) the occupation, operations or activities of the Company, its contractors, agents or employees or by any person with the express or implied consent of the Company Within the ROWs; or (b) any Equipment brought or placed Within the ROWs by the Company, its contractors, agents or employees or by any person with the express or implied consent of the Company; unless such damage was caused directly or indirectly in whole or in part by the negligence or willful misconduct on the part of the Municipality or those for which it is responsible in law. The Municipality agrees to provide notice to the Company of any liability arising under this provision in a reasonable period of time after the occurrence. For clarity, the Company shall not be liable in any manner for any events which occurred before the Equipment occupied the ROW. 13. NO JOINT VENTURE, PARTNERSHIP OR CO-OWNERSHIP 13.1 No Joint Venture. The Parties hereby acknowledge and agree that this Agreement is solely an access agreement and that no relationship is formed between the Parties in the nature of a joint venture, partnership co-ownership arrangement or other similar relationship. 14. FORCE MAJEURE 14.1 Force Majeure. Except for the Parties’ obligations to make payments to each other under this Agreement, neither Party shall be liable for a delay in its performance or its failure to perform hereunder due to causes beyond its reasonable control, including, but not limited to, acts of God, fire, flood, or other catastrophes; government, legal or statutory restrictions on forms of commercial activity; or order of any civil or military authority; national emergencies, insurrections, riots or wars or strikes, lock-outs or work stoppages (“Force Majeure”). In the event of any one or more of the foregoing occurrences, notice shall be given by the Party unable to perform to the other Party and the Party unable to perform shall be permitted to delay its performance for so long as the occurrence continues. Should the suspension of obligations due to Force Majeure exceed two (2) months, either Party may terminate this Agreement without liability upon delivery of notice to the other Party. 14 Initials 15. DISPUTE RESOLUTION 15.1 General. The Parties hereby acknowledge and agree that: (a) this Agreement has been entered into voluntarily by the Parties with the intention that is shall be final and binding on the Parties until it is terminated or expires in accordance with its terms; (b) it is the intention of the Parties that all Disputes (as defined in subsection 15.2) be resolved in a fair, efficient, and timely manner without incurring undue expense and, wherever possible, without the intervention of the CRTC; and (c) the CRTC shall be requested by the Parties to consider and provide a decision only with respect to those matters which form the basis of the original Dispute as set out in the Dispute Notice issued under this Section 15. 15.2 Resolution of Disputes. The Parties will attempt to resolve any dispute, controversy, claim or alleged breach arising out of or in connection with this Agreement (“Dispute”) promptly through discussions at the operational level. In the event a resolution is not achieved, the disputing Party shall provide the other Party with written notice of the Dispute and the Parties shall attempt to resolve such Dispute between senior officers who have the authority to settle the Dispute. All negotiations conducted by such officers shall be confidential and shall be treated as compromise and settlement negotiations. If the Parties fail to resolve the Dispute within thirty (30) days of the non-disputing Party’s receipt of written notice, either Party may initiate legal proceedings and/or submit the Dispute to the CRTC for resolution. 15.3 Continued performance. Except where clearly prevented by the nature of the Dispute, the Municipality and the Company agree to continue performing their respective obligations under this Agreement while a Dispute is subject to the terms of this Section 15. 16. NOTICE 16.1 Method of Notice. Any notice required may be sufficiently given by personal delivery or, if other than the delivery of an original document, by facsimile transmission or electronic (e- mail) transmission, to either Party at the following addresses: To the Municipality: Corporation of the Municipality of Bayham Attn: CAO 56169 Heritage Line, Box 160 Straffordville, ON N0J 1Y0 cao@bayham.on.ca To Xplore Inc.: Xplore Inc. Attn: Vice President, Legal 625 Cochrane Drive Suite 1000, Markham, ON L3R 9R9 Email: legal@xplore.ca With a copy to: Xplore Inc. Attn: Vice President, Network Build 625 Cochrane Drive Suite 1000, Markham, ON L3R 9R9 Email: Chris.Tsakopoulos@xplore.ca To Xplore Inc.: Xplore Inc. Attn: Vice President, Legal 15 Initials 625 Cochrane Drive Suite 1000, Markham, ON L3R 9R9 Email: legalxplorefibre@xplore.ca With a copy to: Xplore Inc. Attn: Vice President, Network Build 625 Cochrane Drive Suite 1000, Markham, ON L3R 9R9 Email: Chris.Tsakopoulos@xplore.ca 16.2 Delivery of Notice. Any notice given pursuant to Section 16.1 shall be deemed to have been received on the date on which it was delivered in person, or, if transmitted by facsimile or electronic transmission during the regular business hours of the Party receiving the notice, on the date it was transmitted, or, if transmitted by facsimile outside regular business hours of the Party receiving the notice, on the next regular business day of the Party receiving the notice; provided, however, that either Party may change its address and/or facsimile number for purposes of receipt of any such communication by giving ten (10) days’ prior written notice of such change to the other Party in the manner described above. Any notice may also be given by email at the email addresses noted in Section 16.1. Notice by email shall be effective on the date of its delivery. 16 Initials 17. FOREIGN CORRUPT PRACTICES ACT AND ANTI-BRIBERY INDEMNITY 17.1 Notwithstanding anything to the contrary herein, the Municipality, in its administration of this Agreement, shall refrain from offering, giving or promising, directly or indirectly, money or anything of value to a Canadian or foreign governmental official to influence the official in his or her official capacity, induce the official to do or omit to do an act in violation of his or her lawful duty, or to secure any improper advantage in order to assist in obtaining or retaining business for or with, or directing business to, any person. For the purposes of this Section, "anything of value" includes, but is not limited to, cash or a cash equivalent, discounts, gifts, use of materials, facilities or equipment, entertainment, drinks, meals, transportation, lodging, insurance benefits, or promise of future employment. "Governmental official" shall mean any person holding any level of legislative, administrative, or judicial office of the Canadian or a foreign government or any of its departments or agencies or divisions; any person acting on behalf of the Canadian or a foreign government, including a local or provincial agency, enterprise, or organization; any official or agent of a Canadian or a foreign public administration or publicly funded organization; any official of a Canadian or a foreign political party; any officer or agent of a public international organization (e.g., World Bank, International Monetary Fund, World Health Organization, United Nations, World Trade Organization); or any relatives or close family/household members of any of those listed above. The Municipality shall indemnify and hold harmless the Company from all claims brought against the Company as a result of the Municipality or its representatives' failure to comply with Anti-Bribery Law. The Municipality shall immediately report any breach of Anti-Bribery Law by the Municipality or its representatives. The Municipality shall immediately report any breach of Anti- Bribery Law by the Municipality or its representatives'. The Company shall have the right to audit the Municipality’s books and records with respect to payments made on behalf of the Company in the event that the Company believes that the Municipality has violated this Section 17. The Company shall have the right to immediately terminate all payments to the Municipality under this Agreement if the Municipality fails to comply with this Section 17. 18. GENERAL 18.1 Entire Agreement. This Agreement, together with the Schedules attached hereto, constitute the complete and exclusive statement of the understandings between the Parties with respect to the rights and obligations hereunder and supersedes all proposals and prior agreements, oral or written, between the Parties. 18.2 Assignment. This Agreement may not be assigned or transferred, in whole or in part, without the prior written consent of the other Party. Notwithstanding the foregoing, the Company shall, provided that it is not in material breach of this Agreement, have the right to assign this Agreement to an Affiliate, or in connection with an acquisition, corporate reorganization, or sale of all or substantially all of its assets, without the consent of the Municipality, provided that the Company provides reasonable notice to the Municipality and the assignor agrees to be bound by all terms and conditions set out in this Agreement. 18.3 Gender and number. In this Agreement, words importing the singular include the plural and vice versa, words importing gender, include all genders. 18.4 Currency. Unless otherwise indicated, references in this Agreement to money amounts are to the lawful currency of Canada. 18.5 Parties to act reasonably. Each Party shall at all times act reasonably in the performance of its obligations and the exercise of its rights and discretion under this Agreement. 18.6 Amendments. Except as expressly provided in this Agreement, no modification of or amendment to this Agreement shall be effective unless agreed to in writing by the Municipality and the Company. 18.7 Survival. The terms and conditions contained in this Agreement that by their sense and context are intended to survive the performance thereof by the Parties hereto shall so 17 Initials survive the completion of performance, the expiration and termination of this Agreement, including, without limitation, provisions with respect to indemnification and the making of any and all payments due hereunder. 18.8 Waiver. Failure by either Party to exercise any of its rights, powers or remedies hereunder or its delay to do so shall not constitute a waiver of those rights, powers or remedies. The single or partial exercise of a right, power or remedy shall not prevent its subsequent exercise or the exercise of any other right, power or remedy. 18.9 Severability. If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision and everything else in this Agreement shall continue in full force and effect. 18.10 Enurement. This Agreement is and shall be binding upon and inure to the benefit of the Parties hereto and their respective legal representatives, successors, and permitted assigns, and may not be changed or modified except in writing, duly signed by the Parties hereto. 18.11 Counterparts: This Agreement may be executed by the Parties, may be executed by electronic signature, and may be delivered by facsimile or PDF transmission and in one or more counterparts which when held together shall be considered one and the same Agreement. 18.12 Equitable Relief. Either Party may, in addition to any other remedies it may have at law or equity, seek equitable relief, including without limitation, injunctive relief, and specific performance to enforce its rights or the other party’s obligations under this Agreement. 18.13 Governing law. This Agreement shall be governed by the laws of the Province of Ontario and all federal laws of Canada applicable therein. [ONE (1) ENDORSEMENT PAGE FOLLOWS] 18 Initials IN WITNESS WHEREOF this Agreement has been executed by the Parties hereto on the date(s) set out below and the Parties agree that this Agreement shall be effective on the date as set out at the top of page one (1) of this Agreement. THE CORPORATION OF THE MUNICIPALITY OF BAYHAM Date: , Per: Title: Per: Title: We have the authority to bind the Corporation XPLORE INC. Date: Per: Title: Per: Title: I have the authority to bind the Corporation 19 Initials SCHEDULE "A" Permits required by the Municipality Telecommunication Equipment Consent and Road User Agreement WORK ACTIVITY MC RP Notification only No Permit or Notification Road occupation that causes no disruption to traffic or pedestrian flow to perform Work X Work that requires oversize or overweight vehicles X Road Occupancy that involves the temporary closure of a vehicle travel lane, parking lane to perform Work X Emergency Work with no Excavation, no utilization of trees and or other municipal infrastructure as a support structure X Any installation of Equipment that requires Excavation1 in the ROW, including: − the installation of buried Equipment crossing a road; − the installation of new Above-ground Plant; − the relocation of buried Equipment or Above-ground Equipment; − the replacement of existing Above-ground Equipment with equipment that is significantly larger; and − the installation of buried Service Drops that cross a road or a break a hard surface of the ROW. X X The installation of aerial Equipment (excluding aerial Service Drops) X Tree trimming on ROWs X The replacement of existing above-ground Equipment without adding more Equipment or significantly increasing its size (pole replacements excluded) X The installation of buried Service Drops that do not cross a road or break the hard surface of a ROW X Pulling cable through existing underground duct X The installation of or repair to aerial Service Drops X The maintenance, testing and repair of Equipment where there is minimal physical disturbance or changes to the ROW X Any other Work activity agreed to by the Municipality X THE CORPORATION OF THE MUNICIPALITY OF BAYHAM JOINT CEMETERY BOARD MINUTES TRACKLESS LOUNGE 56169 Heritage Line, Straffordville, ON Tuesday, November 12, 2024 7:00 p.m. PRESENT: CHAIR: DAN FROESE COMMITTEE MEMBERS: PERRY GRANT ROGER JAMES BONNIE BALL COELHO RALPH CARTER ED KETCHABAW (Ex-officio) STAFF ATTENDANCE: TREASURER LORNE JAMES CLERK MEAGAN ELLIOTT 1. CALL TO ORDER Chair Froese called the meeting to order at 7:00 p.m. 2. DISCLOSURES OF PECUNIARY INTEREST & THE GENERAL NATURE THEREOF No disclosures of pecuniary interest were declared. 3. DELEGATIONS 4. ADOPTION OF MINUTES FROM PREVIOUS MEETING(S) A. Joint Cemetery Board Meeting held April 30, 2024 Moved by: Committee Member Grant Seconded by: Committee Member Carter THAT the minutes of the Joint Cemetery Board Meeting held April 30, 2024 be approved as presented. CARRIED 5. MATTERS OF BUSINESS A. Memo JCB-06/24 re 2025 Maintenance Needs Moved by: Committee Member Coelho Seconded by: Committee Member Grant THAT Memo JCB-06/24 re 2025 Maintenance Needs be received for information; 2 AND THAT Guysboro, Straffordville, Bayham West, Smuck, Calton, Light and Eden be reduced to 12 cuts per year; AND THAT further information on how to be included on my tribute gift through funeral home websites and updates to the Bayham website for accepting donations be brought to the April 2025 meeting. CARRIED B. Memo JCB-07/24 re 2025 Joint Cemetery Board Meeting Schedule Moved by: Committee Member Grant Seconded by: Committee Member Coelho THAT Memo JCB-07/24 re Joint Cemetery Board Meeting Schedule be received for information; AND THAT the following meeting dates be the Regular Meetings for the Joint Cemetery Board for 2025:  Tuesday, April 29, 2025 at 6:30 pm  Tuesday, November 18, 2025 at 6:30 pm CARRIED 6. ADJOURNMENT Moved by: Committee Member Coelho Seconded by: Committee Member Grant THAT the Joint Cemetery Board Meeting be adjourned at 7:40 p.m. CARRIED CHAIR CLERK THE CORPORATION OF THE MUNICIPALITY OF BAYHAM BY-LAW NO. 2024-070 A BY-LAW TO CONFIRM ALL ACTIONS OF THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY OF BAYHAM FOR THE COUNCIL MEETING HELD NOVEMBR 21, 2024 WHEREAS under Section 5 (1) of the Municipal Act, 2001 S.O. 2001, Chapter 25, the powers of a municipal corporation are to be exercised by the Council of the municipality; AND WHEREAS under Section 5 (3) of the Municipal Act, 2001, the powers of Council are to be exercised by by-law; AND WHEREAS the Council of The Corporation of the Municipality of Bayham deems it advisable that the proceedings of the meeting be confirmed and adopted by by-law. THEREFORE THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY OF BAYHAM ENACTS AS FOLLOWS: 1. THAT the actions of the Council of The Corporation of the Municipality of Bayham in respect of each recommendation and each motion and resolution passed and other action by the Council at the Council meeting held November 21, 2024 is hereby adopted and confirmed as if all proceedings were expressly embodied in this by-law. 2. THAT the Mayor and Clerk of The Corporation of the Municipality of Bayham are hereby authorized and directed to do all things necessary to give effect to the action of the Council including executing all documents and affixing the Corporate Seal. READ A FIRST, SECOND AND THIRD TIME AND FINALLY PASSED THIS 21st DAY OF NOVEMBER, 2024. ____________________________ _____________________________ MAYOR CLERK