Conveyance Agreement - GENERAL CONVEYANCE by keara


									July 12, 2010

Contact Name
Company Name


Dear Contact Name:

On August 21st, 2003 Hydro One Networks submitted a Wholesale Meter Exit proposal
to the Ontario Energy Board (“OEB”) for uniform Meter Exit Fees and rebates, which
has been approved by the Minister. Hydro One will process agreements subject to this
direction from the Minister of Energy and the OEB as Rate Order No. 1339F-0:1. Please
contact the OEB if you would like to order a copy of the Rate Order.

The enclosed General Conveyance and Bill of Sale for the “Meter Point Name”
metering points has been prepared pursuant to the Rate Order. Schedules A and B
identify the assets and information to be conveyed.

When a Customer/MMP exercises the option to purchase a Pole Mounted Metering
Equipment (PME), their responsibility does not end with execution of this Conveyance
Agreement. The customer must address several exiting responsibilities in implementing a
smooth transition from the rate pool. Please refer to the attached Meter Exit Bulletins
concerning Conveyance Agreements for more details.

In addition, we have included a form that will accommodate the transfer of the Bell
Canada phone line for these meter points. Please fill out the form for each meter point
and return it with the signed agreements. If you do not intend to use the phone line please
cross out the form, write “n/a” on it, and return it to us. For your information the phone
number for meter ID# is phone number.

You will also need to inform us of the date you took control of the meters or the in-
service date of the new meters. This can be accomplished by returning the attached
Hydro One Rebate Claim Form. This claim form will be used by Hydro One Networks
Inc. to set up your meter exit fee and meter exit rebate schedule. As of the Effective Start
Date for the New MSP, Hydro One Networks MSP will no longer be the MSP and the
meters will be the responsibility of your MSP, if it is not Hydro One.

We recommend that when you are finished upgrading or replacing the meter you put on
the meter some form of Corporate identification clearly visible from the outside.

Please arrange for signature of 2 copies of each Agreement and return both signed copies
along with the required information to Hydro One Networks Inc. for execution, at the
address below to my attention.

To facilitate the conveyance process, refer to the “Conveyance Checklist”.

Please call me at 416-345-5455 if you have any questions regarding this agreement.

Yours truly,

Derek Reynolds
Customer Business Relations
Hydro One
483 Bay Street, TCT 15
Toronto, ON
M5G 2P5

Cc: Account Executive Name, Account Executive, Hydro One Networks Inc.
______ day of __________, 200_, between COMPANY NAME a company conducting business
in Ontario (“Buyer”) and HYDRO ONE NETWORKS INC., a company conducting business
in Ontario (“Seller”).

1. WHEREAS the Buyer is a Metered Market Participant under the Market Rules established
   under Section 32 of the Electricity Act, 1998, S.O. 1998, c.15, Sched. A, as amended, in
   respect of registered Metering Installation(s), including those listed in Schedule “A” hereto;

2. AND WHEREAS upon the expiry of the earliest seal period of a Meter forming part of a
   Metering Installation, the Market Rules require the Buyer to make such alternative
   arrangements as may be necessary to comply with the provisions of Chapter 6 of the Market
   Rules and of any policy or standard established by the IMO pursuant to Chapter 6 of the
   Market Rules;

3. AND WHEREAS Seller has agreed to sell to Buyer, and Buyer has agreed to purchase from
   Seller, metering equipment and related assets identified in Section 9 below (collectively, the
   “Assets”) that are currently owned by the Seller;

4. AND WHEREAS the Ontario Energy Board (“OEB”) has issued rate Order 1339F-0:1
   (“OEB Rate Order”) in respect of: (i) rebate of any duplicate charges for wholesale meter
   services, and (ii) exit fees to be paid when asset ownership is transferred from Seller.


NOW THEREFORE, in consideration of the Purchase Price (as established in accordance with
Section 8 below) to be paid pursuant to this Agreement, and for other good and valuable
consideration, Buyer and Seller agree as follows:

5. Definitions. All capitalized terms used in this Agreement and not defined herein shall have
   the meanings ascribed thereto in Chapter 11, Definitions, of the Market Rules.

6. Conveyance. Seller grants, bargains, sells, assigns, transfers, conveys and sets over onto
   Buyer all of Seller’s right, title and interest in the Assets, to have and hold for Buyer’s own
   use and benefit absolutely. This conveyance takes effect immediately upon execution of this
   Agreement, and the date hereof shall be referred to as the “Transfer Date.”

7. Exclusion. Buyer and Seller acknowledge and agree that the telephone connection to the
   Assets does not form part of the Assets. Buyer agrees that it will be solely responsible for
   maintaining the telephone connection and paying all associated fees and charges on and after
   the Transfer Date.

8. Purchase Price.
   The price paid by Buyer to Seller (the “Purchase Price”) for the Assets shall be two dollars
   ($2.00) plus any applicable Goods and Services Tax and Ontario Retail Sales Tax, the receipt
   and sufficiency of which is hereby acknowledged.
9. Assets. The Assets consist of:
   A two-element 8kV metering unit installation, ID# identified by the name “Meter Point

    The specifications of which are shown on the attached Schedule “A”'s.

10. Exit Fee
    Buyer also covenants and agrees to pay Seller an exit fee of five thousand two hundred
    dollars ($5,200) plus applicable taxes thereon for each Meter Point (“Uniform Exit Fee”) and
    Buyer hereby authorizes and directs Seller to set-off the Uniform Exit Fee against any
    amounts that may be payable by Seller to the Buyer for that Meter Point in connection with
    annual rebates pursuant to the OEB Rate Order and this shall be the Seller’s good and
    sufficient authority to do so.

11. Quiet enjoyment. Seller covenants that Buyer shall have and may enjoy quiet, peaceful use
    of the Assets without any manner of molestation, claim or demand whatever from Seller or
    from any person claiming under or through Seller.

12. Purchase “as is”. Buyer accepts the Assets in “as is, where is” condition, and acknowledges
    that it has inspected the Assets. Except as provided herein, Seller makes no representation or
    warranty, express, implied, statutory or otherwise, including any representation or warranty as to
    merchantability or fitness for a particular purpose, with respect to the Assets or any part thereof,
    including the performance or operation, condition, design, capabilities, suitability, durability or
    quality thereof. Documentation pursuant to Section 16(2) of the Electricity and Gas Inspection
    Act, RSC 1985, Chapter E-4, as amended, is listed on the attached Schedule “B”. Seller’s GST
    registration number is 870865821.

13. No warranty of compliance. Seller represents and warrants that when it installed the Assets
    the installation complied with the then-current specifications and instructions of Seller’s
    predecessor, Ontario Hydro. Seller does not represent or warrant that the Assets comply with
    applicable legislation or codes as at the Transfer Date. Buyer acknowledges that it has been
    informed by Seller that some or all of the Assets may be in contravention of the provisions of
    the Canadian Electrical Code and/or the Ontario amendments thereto (collectively, the
    “Code”) and that from and after the Transfer Date Buyer shall comply with and be bound by
    the Code and all other statutes, regulations, by-laws, standards, guidelines and codes as may
    be applicable to the Assets.

14. Hazardous substances. Hazardous or toxic substances may be or may have been contained
    in some or all of the Assets.       BUYER IS SOLELY RESPONSIBLE FOR

15. Release and indemnity. Buyer for itself, its successors and assigns hereby releases,
    discharges, defends and indemnifies Seller, its successors and assigns and its employees,
    directors, officers, agents and representatives, from and against any and all further costs and
    responsibilities and any and all loss, damage or injury to persons or property (including loss
    of life), actions, suits, proceedings, charges, expenses, risks, liabilities, debts, obligations,
    duties, claims and demands which relate to, may arise from, be based upon or connected in

Hydro One ID#                                                                                    Page 2
    any way with the Assets (including the presence of hazardous or toxic substances in or on the
    Assets) and the purchase and sale thereof.

16. Corporate authority. Each of Buyer and Seller represents and warrants that the conveyance
    of the Assets and the execution and delivery of this Agreement have been duly authorized by
    it and are within its corporate powers.

17. Entire agreement; survival of terms. Schedules “A” and “B” appended hereto form part of
    this Agreement. Buyer and Seller agree that all provisions of this Agreement shall forever
    survive the execution and delivery hereof and the conveyance of the Assets.

IN WITNESS WHEREOF Buyer and Seller have caused this General Conveyance and Bill of
Sale to be executed on the date first written above by their respective authorized signatories.

COMPANY NAME                                            HYDRO ONE NETWORKS INC.

__________________________________                      _______________________________
Name:                                                   Name: Jim Patterson
Title:                                                  Title: Manager, Customer Business
I have authority to bind the corporation.               I have authority to bind the corporation.

Hydro One ID#                                                                              Page 3
                                           SCHEDULE “A”

to the General Conveyance and Bill of Sale made                                          , 200_, between

                                   ASSETS BEING CONVEYED

                                 Metering Installation Information

 The above metering installation includes the PME cabinet, associated communication interface, wiring,
 switches and ancillary devices and dedicated lightning arrestors located on the same pole as the PME. It
 does not include the pole or any equipment or wiring connecting the IT's to the feeder unless specifically
 stated in the agreement.

Hydro One ID#                                                                                        Page 4
                                           SCHEDULE “B”

to the General Conveyance and Bill of Sale made                                   , 200_, between

If available, the following data is included in the price of the Metering Installation:

1. Metering Burden Cards - (Hydro One Networks Inc. is currently performing measurement
   error correction (MEC) and searching for these cards.);

2. Metering Inspection Certificate;

3. Metering Installation Sheet - Measurement Canada Form-636 or Hydro One Networks Inc.
   facsimile, and;

4. Historical meter readings up to three (3) years.

Hydro One ID#                                                                               Page 5
               Conveyance Checklist

Print and Sign both copies of EACH Conveyance Agreement and
Return to Hydro One

Complete or Strike Out the Telephone Transfer Form for EACH Meter
Point and Return to Hydro One with your conveyance agreements.

Obtain the services of a MSP to assist with Meter Installation

Contact Hydro One Field Staff to arrange meter changeover. (Please
refer to the Update Bulletin for contact numbers)

Complete Meter Exit Rebate Claim Form and mail back with
Conveyance Agreement
                                                                                                      PLEASE READ
                                                                                                         Important information regarding
                                                                                                        Conveyance Agreements and your
                                      Conveyance Agreements                                                wholesale revenue metering
      Guideline on Wholesale Revenue Metering Conveyance Agreements                                                installation
                                     October 2003

Conveyance Agreements                                                 The wholesale revenue meter located inside a MMP owned
                                                                      facility can also be purchase. Normally the entire meter
A conveyance agreement transfers wholesale revenue                    installation is conveyed. Any exclusions will be noted in the
metering assets from Hydro One Networks Inc.                          Conveyance Agreement.
(“Networks”) to the Metered Market Participant (“MMP”).
Metering equipment outside Networks facilities can be                 MMP Responsibilities Going Forward - PME
conveyed. This includes pole mounted metering equipment
(“PME”) or equipment located at the customer’s facility.              In addition to completing the purchase of the existing PME
The purchase price in the conveyance agreement is not to be           the customer/MMP must address existing meter installation
confused with the meter exit fee, which the OEB will rule             connection requirements with local field staff. Some of
on in the fall of 2003. Details of this pending OEB ruling            these post purchase considerations are as follows:
are contained in the "Fall 2003 meter exit update" previously
sent to you.                                                              Joint Use Agreement – the customer/MMP must enter
                                                                      into an agreement to permit attachment of customer owned
Purchase of a PME                                                     equipment to Networks pole and system.
                                                                           Telephone Connection Transfer – the customer must
PME refers to a metering installation mounted on a pole and           complete the request for telephone billing transfer that is
typically located at the boundary of adjacent local distribution      included with the Conveyance Agreement. If not completed
companies (“LDC”) or boundary of a direct customer. If                and returned this could result in the inadvertent
registered with the IMO, these embedded meter locations are           disconnection of the telephone line.
used to settle the energy purchased from the wholesale                    Meter Power Requirements – the meter installation
market.                                                               power requirements must also be addressed.
                                                                          Operational and Emergency contact numbers - any local
Unless specifically included in the Conveyance Agreement,             or CCC contact numbers to be provided by field contacts to
the MMP is purchasing only the assets outlined on Schedule            address local practice.
A of the Conveyance Agreement. Assets usually included                    Miscellaneous – site specific issues must be
are the physical meter(s), recorder, current transformers             addressedwith the appropriate field contact.
(“CT’s”), voltage transformers (“VT’s”), the PME cabinet
including associated communication interface, wiring,                 Please DO NOT perform any work on PME until you have
switches and ancillary devices housed inside the PME                  contacted the appropriate field staff.
cabinet. The purchase also includes the cabling and conduit
connecting PME cabinet equipment to the instrument                    Geographical Zone field staff contact information is
transformers (CT's and VT's).                                         provided on the following page.

Unless specifically stated otherwise in the Conveyance                MMP Responsibilities Going Forward – MMP
Agreement the purchase DOES NOT INCLUDE the pole or                   Owned Site
any equipment or wiring connecting the IT’s to the feeder (such
as but not limited to lightning arrestors, primary side insulators,        Telephone Connection Transfer – the customer must
live line clamps, standoff insulators, switches, leased telephone     complete the request for telephone billing transfer that is
line).                                                                included with the Conveyance Agreement. If not completed
                                                                      and returned, this could result in the inadvertent cancellation
Purchase of Metering Installation in Customer                         of the telephone line.
Owned Site
                                          1-Call Contact List

Zone #   Zone Name              Telephone #               Fax #    E-mail Address
  1         West           1-800-957-7756 x 3252      519-423-6971
  2      West Central          905-627-6050           905-627-6059
 3A        Central         1-888-871-3514 x 3341      705-743-9890
 3B      East Central          1-866-646-4619         613-967-3582
  4         East        1-866-288-8874 or 613-267-2154 613-267-7248
  5      Georgian Bay    1-888-238-2398 and press 2   705-727-4803
  6       Northeast         1-888-835-9444 x 309      705-566-8093
  7       Northwest            807-346-3823           1-800-932-6171
                            Instructions to Complete
           "Assumption of Contractual Obligations" Bell Telephone Form

To transfer any ownership with the telephone company the attached document needs to
be filled in by the customer first.

The areas on the form, line by line, that need to be filled in by the Customer are as

"Main Listing": The name of the company assuming responsibility for the service.
"New customer": Company name and mailing address for the bill.
"Telephone number": The number, (meter phone number) being transferred to the
"Present Listing": This line is referring to how the number is listed in the phone book.
Our meter numbers are not listed in the phone book. Leave blank.
"Former Customer": Please fill in Hydro One Networks Inc. We will fill in the address

Also the area pertaining to the customer after Item #2 of the form needs to be completed
and signed by the customer.

When completed please return the form, along with conveyance agreement to:

Derek Reynolds
Customer Business Relations
Hydro One
483 Bay Street, TCT 15
Toronto, ON
M5G 2P5
Fax: 416-345-5977

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