ATTACHMENT 1

THIS AGREEMENT dated the day of , 200_.

BETWEEN:

City of Ottawa

(Hereafter called the “City ”)

AND:

INC.

(Hereafter called “******”)

WHEREAS ****** operates a Telecommunications system within the Boundaries of the City;

AND WHEREAS ****** is regulated by the Canadian Radio-television and Telecommunications Commission and the territory in which it is authorized to operate and this area includes all of the land within the Boundaries of the City;

AND WHEREAS ****** wishes to install, maintain, operate and remove Equipment in, on, under, over, along and across Service Corridors within the Boundaries of the City;

AND WHEREAS the City is willing to permit the use of Service Corridors for the purpose of constructing, maintaining or operating its Equipment where in its judgment, such activities will not interfere with its own service requirements and use of the Service Corridors and any rights or privileges previously conferred or hereafter conferred by the City by contract or otherwise to others not party to this Agreement to use any of the Service Corridors;

AND WHEREAS this Agreement will replace any existing or expired road use agreements to which ****** or its predecessors is a party within the City;

NOW THEREFORE in consideration of the mutual terms, conditions and covenants contained herein,

THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS

1.1 In this Agreement, the following words and phrases shall have the following meanings:

“Affiliate” shall have the meaning given to ‘affiliate’ by the Business Corporations Act,

Ontario and includes, without limitation, a parent company;

“Agreement” means this instrument;

“Attach” or “Attachment” means the use of, or connection to, the Equipment of

****** by a Third Party;

“Boundaries” means the existing municipal boundaries of the City;

“Business Day” means any day that is not a Saturday, Sunday or a statutory holiday;

“Contractors” means contractors, subcontractors, workers, suppliers and material men;

“Deputy City Manager” means the Deputy City Manager of the City’s Public Works and Services Department with responsibilities for Service Corridors within the City, or the person designated by him or her or such other person as may from time to time be designated by the Council of the City;

“Employee” means:

(i) with respect to ******, any official, officer, employee, Contractor, or

authorized agent of ******;

(ii) with respect to the City, any official, officer, employee, authorized agent or

Contractor of the City but specifically excludes ****** and any

Employee of ******; and

(iii) with respect to the Contractors of the City or ******, any officer, employee or agent of the Contractors.

“Equipment” means ******’s transmission facilities, including wires, fibre-optic cables, ducts, conduits, manholes and other accessories, structures and equipment located within the Boundaries;

“Hazardous Substance” includes, but is not limited to, electromagnetic or other radiation, petroleum products and byproducts, industrial wastes, contaminants, pollutants, dangerous substances, and toxic substances, as defined in or pursuant to any applicable law, ordinance, rule, regulation, by-law or code, whether federal, provincial or municipal;

“Lateral Connection” means a cable that by its design, capacity and relationship to other cables of ******, can be reasonably considered to be for the sole purpose of connecting the Equipment to not more than a single customer or building point of presence (as opposed to being designed so as to, in future, carry multiple customer traffic);

“Person” means any individual, corporation, partnership, association, joint venture or organization of any kind and the lawful trustee, successor, assignee, transferee or personal representative;

“Prime Rate” means the annual rate of interest established and reported by The Toronto-Dominion Bank from time to time as its “prime rate” and used as the base or reference rate of interest for the determination of interest rates that The Toronto-Dominion Bank charges to its customers for Canadian dollar loans made in Canada;

“Private Entity” means any person or entity other than a Public Body;

“Public Body” means any governmental body or authority including, without limiting the scope of this definition and by way of example only, the provincial government, the City of Ottawa, the federal government and all Crown and municipal corporations, agencies, districts and boards controlled or constituted by a legislative body or council;

“Service Corridor” means highways, streets, road allowances, lanes, bridges and viaducts vested in the City;

“Taxes” means all taxes, rates, duties, levies, fees, charges, sewer levies, local improvement rates and assessments whatsoever, imposed, assessed, levied or charged now or in the future by any municipal, provincial, federal, parliamentary or other governmental body, corporate authority, agency or Commission (including, without limitation, school boards and utility Commissions), in connection with the Equipment including, without limitation, any such taxes which are levied in substitution or in lieu of or in addition to any of the foregoing;

“Telecommunications” or “telecommunications” has the same meaning as under Section 2 of the Telecommunications Act;

“Term” is as defined in Section 2 of this Agreement;

“Third Party” means any individual, corporation, partnership, association, joint venture or organization of any kind and the lawful trustee, successor, assignee, transferee or personal representative thereof that attaches to ******’s Equipment under an agreement with ****** but does not include direct users of ******’s services;

“Work” means any installation or other alteration of Equipment in, on, under, over, along or across the Service Corridors.

2. TERM

2.1 This Agreement shall commence upon the l^st day of December 2005 and shall terminate two (2) years later on the 30^th day of November 2007.

2.2 Despite the provisions of subsection 2.1, this Agreement shall automatically renew for each successive one (1) year period on similar terms and conditions unless either the City or ****** gives written notice of cancellation to the other not less that six (6) months prior to the expiration of this Agreement or any renewal term at which time this Agreement shall terminate and on the day so named in such notice this Agreement and all rights and privileges thereunder shall come to an end.

2.3 Notwithstanding the expiry or termination of this Agreement, the liabilities and obligations of ******, its Contractors and agents under this Agreement, including all fees and payments shall continue and remain in full force and effect with respect to the Service Corridors used by ****** until all ******’s Equipment is removed from the Service Corridors or becomes the property of the City pursuant to subsection 14.4.

3. USE OF THE SERVICE CORRIDORS

3.1 The City hereby consents to ******’s entering upon and using the Service Corridors on a non-exclusive basis for the purpose of installing, operating, maintaining and removing the Equipment subject to the terms and conditions contained in this Agreement and in accordance with all federal, provincial and municipal statutes, laws and by-laws or other rules and regulations pertaining to the application and use of the Service Corridors or the Equipment.

3.2 ****** agrees that its use of the Service Corridors shall not unduly interfere with the public use and enjoyment of the Service Corridors.

4. APPROVAL OF LOCATION AND INSTALLATION

4.1 ****** shall not install any of its Equipment in, on, under, over, along or across a Service Corridor without providing to the Deputy City Manager complete drawings and other materials as are reasonably required by the Deputy City Manager setting out the location and method of construction of the Equipment in the Service Corridor and obtaining the written approval of the Deputy City Manager with regard to the proposed location of the Equipment in, on, under, over, above and across the Service Corridor.

4.2 Prior to commencing Work of any kind in, on, under, over, along or across a Service Corridor including the installation, maintenance and removal of its Equipment, ****** shall obtain the prior written approval for such work from the Deputy City Manager and the Deputy City Manager may establish the terms and conditions under which such Work may be undertaken by ******. As a condition of such approval, the City may, at its sole discretion, require that ****** submit detailed engineering plans to the Deputy City Manager with respect to the work to be conducted in a Service Corridor.

4.3 ****** undertakes and agrees with the City, that it shall, at the request of the Deputy City Manager, from time to time, submit such information as may reasonably be required by the Deputy City Manager for the purpose of joint utility co-ordination between ****** and other users of the Service Corridors, to indicate the scope and proposed locations of planned Work contemplated by ****** and the areas of the City in which it plans to undertake construction from time to time. The City agrees that it shall, at the reasonable request of ******, provide information to ****** on its planned Service Corridor work activities.

4.4 This Section 4 does not apply where ****** carries out routine maintenance, field testing and subscriber drop connections and where ****** utilizes existing duct banks or similar structures and no physical disruption or changes to the Service Corridor or its use is required. However, in such cases, ****** shall notify the City in advance of such Work, and upon completion shall provide forthwith updated drawings in accordance with Section 6.6 hereof; and shall comply with reasonable access requirements of the City such as the permitted time for such Work, traffic management requirements, and service corridor occupancy requirements.

4.5 Excluding laterals, all cables installed by ****** shall contain a minimum of twenty-four (24) strands of fibre;

4.6 ****** may install within a two (2) metre wide corridor a maximum of sixteen (16) one and a quarter inch inner ducts in a maximum of four (4) four inch outer ducts or equivalent as approved by the Deputy City Manager.

4.7 ****** may apply to the Deputy City Manager to exceed the maximum specified in subsection 4.6 and approval of such a request shall be at the sole discretion of the Deputy City Manager; and

4.8 On or before January 31^st,each year, ****** shall provide to the City a report listing the Equipment installed by it, or on its behalf, in the Service Corridors in the twelve months immediately preceding this report.

5. EXCESS CAPACITY

5.1 At the option of the City, to be exercised at the time of approval of the Work, ****** agrees that it will install additional ducts on behalf of the City at the same time as the Work is installed. Should the City exercise this option, the costs of the additional ducts will be the responsibility of the City and be based on the incremental costs incurred by ****** in installing the additional ducts. The additional ducts will become the property of the City after the incremental costs have been paid.

6. MANNER OF WORK

6.1 All Work conducted by ****** in a Service Corridor including installation, maintenance and removal of its Equipment, shall be subject to the following conditions:

(a) all Work shall be conducted and completed to the satisfaction of the Deputy City Manager in accordance with the City ’s standards and regulations. ****** undertakes and agrees that it will construct, operate and maintain its Equipment in accordance with good engineering practice and applicable government standards;

(b) if ****** breaks the surface of a Service Corridor, it shall repair and reinstate the surface of the Service Corridor to substantially the same condition it was in before such Work was undertaken by ****** and to the satisfaction of the Deputy City Manager in accordance with the City’s standards and its By-laws as amended from time to time or any successor by-law regulating the entry upon and re-instatement of highways. ****** shall, at its own expense, maintain that portion of the Service Corridor by repairing any settling caused by ******’s Work in the Service Corridor in accordance with the City’s by-laws. If ****** fails to repair and re-instate a Service Corridor within ten (10) days of being notified by the City, to the satisfaction of the Deputy City Manager, the City may effect such repairs and charge all costs related thereto to ****** which costs may be collected as if the costs were arrears of taxes. The City shall not be liable for any damage of any nature and kind caused to ****** and its Equipment by reason of the work undertaken by the City pursuant to this paragraph except damage caused by the gross negligence or willful misconduct of the City, and ******, subject to this exception, hereby undertakes to indemnify and save harmless the City therefrom;

(c) if the City requires the installation, maintenance or removal of the Equipment to be stopped for any reason, ****** shall cease all such installation, maintenance or removal of the Equipment forthwith upon receipt of such stop work notice from the City. The Deputy City Manager shall provide written reasons for issuing the stop work notice to ****** within 24 hours;

(d) ****** is responsible for all installation, maintenance and removal of the Equipment including the cost of such work;

(e) in the course of constructing, maintaining and repairing the Equipment, ****** shall take such steps as shall reasonably be required to protect all equipment already installed in the Service Corridors. ****** agrees to indemnify and save harmless the City from any claims, demands, causes of action, loss, costs or damages that the City may suffer, incur or be liable for resulting from the construction, maintenance or repair of the Equipment by ******; and

(f) after completion of any Work related to the installation, maintenance, repair, replacement or removal of the Equipment, ****** shall leave the Service Corridors in a sanitary, neat, tidy and safe condition and free from nuisance, all to the satisfaction of the Deputy City Manager.

6.2 ****** covenants and agrees that:

(a) use of a Service Corridor under this Agreement shall not create or vest in ****** any ownership or property rights in a Service Corridor and ****** shall be and remain a non-exclusive licencee of the Service Corridor;

(b) ****** shall not register or permit to be registered any instrument claiming an estate, interest or property right in the Service Corridors or other property of the City in any real or personal property registry under or by virtue of ******'s use of the Service Corridors or this Agreement;

(d) ****** shall not permit any lien to be filed or registered against the Service Corridors directly resulting from the operation or activities of ******. Within thirty (30) days following notice from the City to ****** of the existence of a lien, ****** shall commence the process of removing the lien from the title to the Service Corridors and shall diligently pursue its removal; and

(d) the City has made no representation or warranties as to the state of repair of the Service Corridors, the suitability of the Service Corridors for any business, activity or purpose whatsoever or the presence or absence of Hazardous Substances on or under the Service Corridors and ****** hereby agrees to use the Service Corridors at its own risk, on an “as is” basis.

6.3 ****** agrees that, wherever technically and economically feasible, it will use the existing plant of other entities occupying the Service Corridors for the installation and maintenance of the Equipment so as not to further encumber the Service Corridors with additional and unnecessary Equipment. ****** acknowledges and agrees that if the Equipment is installed in the existing plant of other entities or of the City, all terms and conditions of this Agreement will continue to apply to the Equipment.

6.4 The City acknowledges that, subject to this Agreement, ****** owns the Equipment.

6.5 ****** acknowledges that ownership and title to the Service Corridor are vested in the City.

6.6 Subject to provisions of the City’s By-laws and amendments thereto, ****** shall within two (2) months of completing the installation of any Equipment, provide two copies of "as built" drawings to the City sufficient to accurately establish the location, elevation and distance of the Equipment in a manner consistent with the level of detail and accuracy provided to the City by similar utilities. One copy of the drawings shall be in an electronic format acceptable to the Deputy City Manager and requested of all utilities using the Service Corridors and one shall be a hard copy drawing.

6.7 ****** shall, at no cost to the City, provide locations of its Equipment within forty-eight (48) hours of receiving a request by the City. However, in the case of an emergency, ****** shall provide the locations of its Equipment as soon as practicable upon receiving a request from the City.

6.8 ****** agrees to apply for and maintain membership in the City’s public utilities co-ordinating committee and to bear a share of the costs related to the operation of any utility plan registries maintained in connection with the work of this committee in accordance with the cost sharing arrangements established by such committee from time to time.

6.9 ****** shall provide to the Deputy City Manager a list of 24 hour emergency personnel for ****** and shall ensure that this list is always current.

6.10 If and when a “one-call damage prevention system”, which among other things provides a single telephone number for locating all underground utility equipment regardless of ownership, is established within the City, ****** will participate in that system.

6.11 In the event the City closes part or all of a Service Corridor in which ******’s Equipment is located so that part or all of the Service Corridor loses its status as a public road allowance, ****** shall, if requested to do so by the City, and within sixty (60) days of receipt of written notice from the City, at the City’s discretion, either:

(a) remove its Equipment from that part of the Service Corridor which is closed at ******’s cost and without compensation; or

(b) purchase from the City an easement for its Equipment.

In the event the City requires removal of the Equipment and it is not removed within the sixty (60) days, the City may remove it at ******’s cost without any liability or compensation to ******.

7. ENVIRONMENTAL RESPONSIBILITY

7.1 The City is not responsible, either directly or indirectly, for any damage to property or injury to a Person, including death, arising from the escape, discharge or release of any Hazardous Substance from its Service Corridors, except where such damage is caused by the gross negligence or willful misconduct of the City.

7.2 The City will advise ****** of the presence of any Hazardous Substance of which it is aware, but ****** agrees to assume all environmental liabilities relating to its use of the Service Corridors including but not limited to any liability for clean-up of any Hazardous Substance on or under the Service Corridors which result from:

(a) the operations of ****** in, on, under, along or across the Service Corridors; or

(b) any products or goods brought in, on, under, along, or across the Service Corridor by ******, its agents or Employees or by any person with the express or implied consent of ******.

8. RELOCATION OF EQUIPMENT

8.1 ****** shall within forty-five (45) days of receiving written notice from the City commence and diligently work to relocate or adjust its Equipment within a Service Corridor. ******’s relocation or adjustment shall be at its own expense if the City ’s request is for municipal purposes. Any relocation or adjustment made at the request of a party other than the City shall be at that third party’s expense.

8.2 In an emergency where public health and safety are affected the City, having first attempted to contact ******, may take any measures it deems necessary for public safety with respect to the relocation or adjustment of the Equipment at ******’s expense. The City shall not be liable for any damage of any nature caused to ****** by reason of such relocation or adjustment and ****** hereby indemnifies and saves harmless the City therefrom.

8.3 If ****** fails to complete the relocation or adjustment of the Equipment in accordance with subsection 8.1 or fails to repair the Service Corridors or do anything else required of ****** pursuant to this Agreement in a timely and expeditious manner to the satisfaction of the Deputy City Manager, the City may, but is not obligated to, at its option complete such relocation, adjustment, or repair and ****** shall pay the cost of such to the City forthwith plus an overhead equal to fifteen (15%) per cent of such cost and in default of payment thereof, the amount of such cost with interest at the rate of two per cent (2%) per annum above the Prime Rate shall be due and payable by ****** upon receipt by ****** of an invoice setting out such cost and interest.

8.4 The City will make a good faith effort to provide alternative suggestions for re-routing the Equipment affected by the relocation or adjustment to assist ****** in its efforts to facilitate the uninterrupted provisions of services to its customers.

9. LIABILITY AND INDEMNIFICATION

9.1 Except in cases of its gross negligence or willful misconduct, the City shall not be responsible, either directly or indirectly, for any damage to the Equipment that may occur during its installation, maintenance or removal by ******, nor is the City liable to ******, except in cases of its gross negligence or willful misconduct for any losses, claims, charges, damages and expenses whatsoever suffered by ****** including claims for loss of revenue or loss of profits, on account of the actions of the City , its agents or Employees, working in, under, over, along, upon and across its highways and Service Corridors or other property owned by the City .

9.2 ****** covenants and agrees to indemnify and save harmless the City, its agents, officers, elected officials, Employees and assigns from and against all losses, claims, including a claim for injurious affection, charges, damages and expenses which the City may at any time or times bear, sustain or suffer, by reason, or on account of the placement, installation, relocation, maintenance or use of the Equipment in, on, under, over, along or across a Service Corridor, and ****** will, upon demand and its own sole risk and expense, defend any and all suits, actions or other legal proceedings which may be brought or instituted by third persons against the City on any such claim, demand or cause of action, and will pay and satisfy any judgment or decree which may be rendered against the City in any such suit, action or other legal proceeding and will reimburse the City for any and all reasonable legal expenses incurred in connection therewith. ******’s obligation to indemnify and save harmless the City shall survive the termination of this Agreement.

9.3 Notwithstanding subsections 9.1 and 9.2, the City and ****** shall not be liable to each other in any way for indirect or consequential losses or damages for pure economic loss, howsoever caused or contributed to, in connection with this Agreement or any Equipment or Service Corridor governed by this Agreement.

10. INSURANCE

10.1 ****** shall maintain insurance in sufficient amount and description as will protect ****** and the City from claims for damages, personal injury including death, and for claims from property damage which may arise from ******’s operations within the Boundaries of the City under this Agreement, including the use or maintenance of the Equipment on or in the Service Corridors or any act or omission of ******’s agents or Employees while engaged in the work of placing, maintaining, renewing or removing the Equipment and such coverage shall include all costs, charges and expenses reasonably incurred with any injury or damage.

10.2 In addition to the insurance requirements contained in subsection 10.1, ****** covenants and agrees that:

(a) the limits of liability for Personal Injury, Death, Bodily Injury and Property Damage, including loss of use thereof, combined shall be for not less than Two Million ($2,000,000.00) Dollars for each occurrence;

(b) the Comprehensive Deputy City Liability Insurance shall extend to cover the contractual obligations of ****** as stated within this Agreement, shall be in the name of ****** and shall name the City as an additional insured thereunder;

(c) all policies shall provide that they cannot be cancelled, lapsed or materially changed without at least thirty (30) days notice to the City by registered mail; and

(d) evidence of insurance satisfactory to the City ’s Insurance Administrator shall be provided prior to the execution of this Agreement by the City.

11. THIRD PARTY ATTACHMENTS

11.1 ****** may allow a Third Party to attach its equipment and to charge and recover a fee from the Third Party provided:

(a) any lease or license agreement requires the Third Party to comply with all laws, statutes, by-laws, codes, ordinances, rules, orders and regulations of all governmental authorities in force, and that the Third Party shall obtain and maintain any and all permits, licenses, official inspections or any other approvals and consents necessary or required for the placement or operation of the Third Party’s equipment; and

(b) ****** does not charge a fee for the Third Party’s use of the Service Corridors.

12. COSTS

12.1 ****** covenants and agrees to pay to the City upon execution of this Agreement and each year thereafter an annual amount to cover the costs incurred by the City which arise from ******’s installation of its Equipment and the costs of the approval and administration of the Agreement. This amount shall be ________ Dollars ( ) per annum~~_____________~~ plus applicable federal Goods and Services and any other applicable tax.

12.2 For greater certainty, the amount identified above and all other amounts payable by virtue only of this Agreement are in addition to, and not in lieu of, all amounts Deputy City applicable to Private Entities which may be lawfully imposed on ****** by a Public Body including permit fees and charges, and realty, business and gross receipt taxes. In the event that the Service Corridors are assessed in the future as a result of ******’s use of the Service Corridors, ****** agrees to indemnify the City for any taxes due and payable by the City as a result of this assessment.

12.3 For greater certainty, ****** is not liable to pay any encroachment fees under the City’s By-law for installations permitted under this Agreement.

12.4 Payment terms are net thirty (30) days under this Agreement. ****** or the City will pay simple interest at the Prime Rate plus two percent (2%) per annum on all amounts required to be paid under this Agreement, from the due date until payment in full.

12.5 All amounts payable under this Agreement shall be payable in Canadian currency.

12.6 Except as otherwise provided in this Agreement, all amounts set out in this Agreement are exclusive of Taxes. All applicable goods and services taxes, provincial sales taxes and any and all other value added, sales or other transaction taxes attributable to the Equipment or the amounts paid by ****** pursuant to this Agreement are recoverable under this Agreement in the same manner as the amounts on which they are based.

13. LEGISLATIVE CHANGE

13.1 If at any time subsequent to the parties entering into this Agreement:

(a) the provincial or federal government or a regulatory authority, acting within its jurisdiction, enacts or repeals any legislation or regulation, or orders, directs or mandates anything which pertains to the construction, maintenance or operation of ******’s Equipment in the Service Corridor or to the subject matter of his Agreement; or

(b) there is rendered any decision of a court or tribunal which is not the subject of an appeal and which pertains to ******’s use of the Service Corridor or to the subject matter of this Agreement;

then either party may notify the other of its intention to require the other party to enter into good faith negotiations to amend this Agreement or to enter into a new agreement reflecting such legislative or regulatory action or court or tribunal decision, as the case may be.

13.2 If an amendment or new agreement is not reached within ninety (90) days from the date on which Notice was received, either party may terminate this Agreement without further notice and both parties shall fulfill their respective obligations thereafter in accordance with this Agreement.

14. TERMINATION

14.1 If the City defaults in any of its obligations under this Agreement and fails to correct the default within sixty (60) days of written notice from ****** or fails to commence correcting the default within sixty (60) days of written notice from ****** and fails to complete the correction within a reasonable time after notice of it from ******, ****** may, at its option, and after notice to the City:

(a) terminate this Agreement;

(b) perform the obligation at the City ’s expense; or

(c) take action for an order of specific performance directing the City to fulfill its obligations under this Agreement, and, if successful, all legal costs related to such Court action shall be paid by the City to ****** on a solicitor/client basis.

14.2 If ****** defaults in any of its obligations under this Agreement and fails to correct the default within sixty (60) days of written notice from the City or fails to commence correcting the default within sixty (60) days of written notice from the City and fails to complete the correction within a reasonable time after the written notice is received, the City may, at its option, after written notice to ******:

(a) terminate this Agreement in the event of a default identified in subsection 14.3;

(b) perform the obligation at ******’s expense;

(c) take action for the recovery of any amounts due or for an order of specific performance directing ****** to fulfill its obligations under this Agreement and if successful, all legal costs related to such court action shall be paid by ****** to the City on a solicitor/client basis; or

(d) refuse to issue to ****** any further permits.

14.3 The following events shall constitute an event of default on the part of ****** permitting the termination of this Agreement pursuant to subsection 14.2:

(a) if ****** defaults in the payment of any amounts payable pursuant to this Agreement; or

(b) if there is filed by or against ****** in any court an uncontested petition in bankruptcy or insolvency or for reorganization or for the appointment of a liquidator of ******’s property, or if ****** makes an assignment or petitions for or enters into an arrangement for the benefit of creditors and any such petition remains undismissed after thirty (30) days or stayed on appeal.

14.4 In the event of termination of this Agreement pursuant to subsection 14.2, or in the event of abandonment, pursuant to subsection 14.6, the Equipment shall either:

(a) be removed from the Service Corridor by ****** within a reasonable period of time and the Service Corridor restored to its pre-removal condition. Failing commencement of removal and restoration by ****** within sixty (60) days, the City may complete the removal and restoration, charge all costs to ****** and ownership of the conduits and manholes will vest in the City without compensation; or

(b) at ******’s request and with the approval of the Deputy City Manager, remain in the Service Corridors in which case it will be surrendered by ****** and become the absolute property of the City.

14.5 Notwithstanding paragraph 14.4(a) where the Deputy City Manager determines that the conduits, manholes, handholes, vaults and other Equipment cannot be removed by ****** without significantly disturbing the Service Corridor, such Equipment shall remain in the Service Corridors and will be surrendered by ****** and will become the absolute property of the City.

14.6 Whenever ****** ceases to use and will not in future use (“abandons”) any portion of the Equipment in, on, under, over, along or across a Service Corridor, it shall within thirty (30) days of such abandonment file with the City a statement in writing giving in detail the location of the equipment that has been abandoned.

14.7 Notwithstanding any other provision of this Agreement, if this Agreement has been terminated, other than pursuant to subsection 14.3, whether during its original term or any renewal term, or if the original term expires, and ****** has not abandoned the Equipment then, notwithstanding such termination or expiration, this Agreement shall remain in full force and effect with respect to all Equipment used by ****** at the time of the termination or expiration, until a new Agreement has been finalized. Without in any way restricting the generality of the foregoing, but for greater certainty, in the event of such termination or expiration of this Agreement and until a new Agreement has been finalized, the following provisions of this Agreement, except in so far as they relate to “installing”, shall continue with respect to ******’s use of the Service Corridor to operate, maintain and repair the Equipment: Section 3, subsections 4.2. 4.3 and 4.4, Section 6 and Sections 7 through 20 (inclusive).

15. WORKERS’ SAFETY AND INSURANCE BOARD

15.1 ****** shall pay to the appropriate provincial Board/Commission all assessments and levies owing to the Board/Commission by ******, its Employees and others engaged in providing services under this Agreement and any unpaid assessment or levy shall be the sole responsibility of ******.

15.2 Prior to commencing the Work, ****** shall provide to the Deputy City Manager evidence of compliance with the requirements of the Province of Ontario with respect to Workers’ Compensation Insurance.

15.3 ****** acknowledges that out-of province contractors are not exempt from having to register and comply with the requirements of the Workers’ Safety and Insurance Board of Ontario. Prior to commencing the Work, out-of province contractors not required to be registered in Ontario shall provide:

(a) written confirmation from the Workers’ Safety and Insurance Board of Ontario stating that the contractor is not required to be registered in Ontario, and

(b) evidence of compliance with the requirements of the province or territory or place of business with respect to workers’ compensation insurance.

15.4 At any time during the term of this Agreement, when requested by the City, ****** shall provide such evidence of compliance by itself and its subcontractors. Failure to provide satisfactory evidence in respect of workers’ compensation insurance shall result in future permits being denied by the City until satisfactory evidence of compliance has been received by the Deputy City Manager.

16. OCCUPATIONAL HEALTH AND SAFETY

16.1 ****** and it’s Employees shall conform to all health and safety laws including any regulations requiring installation or adaptation of safety devices or appliances. The City may, on twenty-four (24) hours written notice to ******, suspend Work by ****** on that portion of the Equipment located on Service Corridors if there appears to be a failure to install such devices or because conditions of immediate danger exist that would be likely to result in injury to any person. The suspension will continue until the default or failure is corrected.

17. ARBITRATION

17.1 In the event of any dispute or disagreement between the parties hereto as to the meaning or interpretation of anything contained in this Agreement or as to the performance or non-performance hereof or as to the respective rights and obligations of the parties hereunder, either of such parties may refer such dispute or disagreement to arbitration under the provisions of subsection 17.2.

17.2 Whenever the Municipal Arbitrations Act, R.S.O. 1990, c. M.48 shall extend and apply to the City, any reference to arbitration pursuant to the provisions of subsection 17.1 shall be to the Official Arbitrator appointed under the Act and shall be governed by the provisions of the Act. At any other time, the procedure upon an arbitration pursuant to the provisions of subsection 17.1 shall be as follows:

(a) Within twenty (20) days after the written request of either of the parties hereto for arbitration, each of them shall appoint one arbitrator and the two so appointed shall, within twenty (20) days after the expiration of the twenty day period select a third. In case either of the parties hereto fail to name an arbitrator within twenty (20) days after the written request for arbitration, the arbitrator appointed shall be the only arbitrator. In case the two arbitrators so appointed are unable to agree on a third arbitrator within twenty (20) days after the expiration of the first twenty day period mentioned above, application shall be made as soon as reasonably possible to any Judge of the Superior Court of Justice for the appointment of a third arbitrator. The arbitrator or arbitrators so appointed shall have all the powers accorded arbitrators by the Arbitrations Act, R.S.O. 1990, c. A.24 as from time to time amended, or any Act in substitution therefore. The decision of the said arbitrator or arbitrators (or of a majority of such arbitrators) shall be final and binding on the parties hereto.

18. NOTICE

18.1 Any notice required or permitted to be given hereunder or any tender or delivery of documents may be sufficiently given by personal delivery or, if other than delivery of an original document, by facsimile transmission to the City at the following address:

City of Ottawa

110 Laurier Avenue West

Ottawa, Ontario

K1P 1J1

Attention: City Clerk

Fax Number: (613) 560-1380

and to ****** at the following address:

Attention:

Any notice may also be given by prepaid registered mail and such notice shall be effective five (5) days following the date of mailing, except in the event that there shall be a disruption in postal services at the date of mailing, in which case notice shall be effective by personal delivery or a facsimile transmission as stated above.

19. ASSIGNMENT

19.1 This Agreement may be transferred or assigned by the City and ****** in its entirety, to a single transferee or assignee with the other’s prior consent in writing, which consent shall not be unreasonably withheld or delayed. Notwithstanding the above ****** upon first having given notice to the City of the transfer or assignment may transfer all or part of this Agreement to an Affiliate of ******.

19.2 Any transferee or assignee shall be bound by the provisions of this Agreement as they relate to the interest transferred or assigned and ****** shall provide a true copy of any transfer or assignment to the City immediately upon execution of same.

19.3 ****** may assign this Agreement as security without the consent of the City to any person directly or indirectly providing financing to ****** but the assignment shall not release ****** from its obligations and liabilities under this Agreement.

20. GENERAL

20.1 Nothing in this Agreement shall be construed as affecting any rights or otherwise of others not a party to this Agreement to use any service corridor in accordance with the City ’s legal authority.

20.2 This Agreement forms the entire agreement between the City and ****** and there are no conditions, warranties or representations, express or implied, with respect to this Agreement or affecting the rights of the parties other than as are specifically contained in this Agreement. No collateral agreement shall be binding upon the parties unless it is endorsed in writing by the duly authorized representatives of the parties.

20.3 This Agreement shall enure to the benefit of and be binding upon the City and ****** and their successors and assigns.

20.4 Any term, condition or provision of this Agreement, which is or shall be deemed to be void, prohibited or unenforceable, shall be severable and be ineffective to the extent of such voidance, prohibition or unenforceability without in any way invalidating the remaining terms, conditions or provisions; and any such voidance, prohibition or unenforceability shall not invalidate or render unenforceable, any other term, condition or provision.

20.5 This Agreement creates contractual rights only between the City and ****** and not an interest in the Service Corridors and ****** covenants and agrees with the City that ****** shall desist always from any registration of this Agreement or of any right howsoever arising under it.

20.6 The failure of either party to enforce or insist upon compliance with any of the terms and conditions of this Agreement, or to exercise any rights under same shall not constitute a waiver or relinquishment of any such terms, conditions or rights, and the mere passage of time, the giving of notices, or the execution of revisions, modifications or extensions to this Agreement shall not affect other terms, conditions or rights in and under this Agreement unless expressly stated.

20.7 Modification of this Agreement may be made by mutual consent of the parties but no modification or claimed waiver of any provision shall be valid unless in writing and signed by an authorized representative of the party against which such modification or waiver is sought to be enforced.

20.8 Nothing contained in this Agreement shall be construed to create an agency, partnership or joint venture relationship between the parties and the parties shall perform all their obligations under this Agreement as independent contractors.

20.9 The insertion of headings in this Agreement is for convenience only and shall not affect the interpretation.

20.10 Words importing the singular number shall include the plural and vice versa. Words importing the neuter gender shall include the masculine and feminine genders, and words importing person shall include firms and corporations and vice versa.

20.11 Time shall be of the essence in this Agreement.

20.12 This Agreement shall be governed by and interpreted in accordance with the laws in force in the Province of Ontario and the laws of Canada, which may be applicable to a party in the Province of Ontario.

20.13 All obligations of ****** or the City which by their nature require performance or fulfillment following the expiry or termination of this Agreement survive the expiry or termination of this Agreement.

IN WITNESS WHEREOF the parties have hereunto affixed their corporate seals under the hands of their duly authorized signing officers..

SIGNED, SEALED AND DELIVERED ) ****** INC.

)

) ) NAME AND TITLE

)

) ) NAME AND TITLE

)

) CITY OF OTTAWA

)

) ) LARRY O’BRIEN, MAYOR

)

) ) M. RICK O’CONNOR, DEPUTY CITY CLERK

~~SIGNED,SEALED AND DELIVERED ) AT & T CANADA CORP. )~~

)

~~) ) NAME AND TITLE~~

)

~~) ) NAME AND TITLE~~

)

~~) CITY OF OTTAWA~~

)

) ) ROBERT CHIARELLI, MAYOR

)

) ) M. RICK O’CONNOR, DEPUTY CITY CLERK

SUBJECT:	mUNICIPAL ROAD ACCESS AGREEMENT - SOCIÉTÉ DE RÉSEAUX DÉDIÉS PRIVÉS INC.

OBJET :	eNTENTE D’ACCÈS AUX ROUTES MUNICIPALES - SOCIÉTÉ DE RÉSEAUX DÉDIÉS PRIVÉS INc.

****** ****** INC.

INC.