URBAN METERS

Contract ("Contract") between Urban Meters ("Urban") and the resident(s) signing the first page ("Resident"). It sets forth the terms and conditions under which Urban will provide the Resident with services related to utility smart sub-metering. "Utility" means electricity, water & sewer, natural gas and/or thermal, as the case may be in accordance with the terms of your leasing agreement. This Contract is effective only upon execution by the Resident. By signing the first page, the Resident agrees to the terms of this Contract. Any executed copy of this Contract made by reliable means (e.g., photocopy or facsimile) is considered an original.

Background

Urban is the exclusive utility sub-meter service provider for the building in which the Resident's unit is located. The Resident wishes to engage Urban to provide metering, billing and related services to the Resident's unit as set out on the signature page hereto (the "Unit") pursuant to the provisions of this Contract.

1. Agreement

(a) In consideration of the Resident's payment of the Security Deposit if applicable, plus other fees and charges as shown on the Schedule of Fees set out on the first page (such fees are subject to change from time to time), and the Resident's pledge to pay in full and in a timely manner all amounts duly billed and owing to Urban for its services, Urban agrees to provide individually-metered utility services to the Resident, including but not limited to meter reading, billing and collection services on the terms and conditions of this Contract.

(b) This Contract (including Urban's Conditions of Service, as published from time to time, a copy of which is maintained in the building manager's office and is available on www.urbanmeter.ca) constitutes the entire agreement between the Resident and Urban with respect to the subject matter of this Contract and supersedes all previous communications, representations and arrangements, whether written or oral.

2. Contract of Service

(a) The Resident hereby contracts with Urban for the provision of individual utility metering, meter reading, billing and/or collection services to the Unit, as applicable and as further described in Page 1 to this Utility Services Contract: Residential (the "Services"). Additional Services may be provided by Urban to the Unit in accordance with the Submetering Services Agreement entered into between Urban and the building owner.

(b) The Resident acknowledges that Urban is its sole provider of the Services to the Unit.

(c) In order to set up an account for the provision of Services to the Unit, the Resident has entered into this Contract with Urban and agrees to be responsible for and to pay all costs and expenses relating to the supply of the utility or utilities to the Unit.

(d) All distribution rates for electricity in Ontario are regulated and are set and approved by the Ontario Energy Board. The cost of power depends on customer category and may vary. All other distribution rates for other utilities may be regulated and/or approved by the regulatory authority in the applicable jurisdiction.

(e) Urban shall calculate the annual bad debt and recapture this in the following year through the Bad Debt Recovery Rate.

(f) The Resident will pay (or will cause to be paid) all fees and charges for utility services plus applicable taxes in accordance with Urban's monthly invoices. Manner of payment will be specified on each invoice (Pre-Authorized Payment, direct banking, credit card (convenience fee may apply), or by cheque made payable to Urban Meter). Urban shall deliver the monthly invoice for the Service Address as set out in Utility Services Contract: Residential, submitted by the Resident to Urban (fee applies for mailed invoice).

(g) Late payments will be subject to a late payment surcharge of 1.5% per month or 19.56% per annum (on outstanding balance) and, at the option of Urban, the Resident will be responsible for any collection costs incurred by Urban.

(h) The Resident agrees to be subject to Urban's Security Deposit policy, which can be found in Urban's Conditions of Service.

(i) The Resident acknowledges and agrees that they will be charged for utility consumption based on rates associated with the master meter for the building in which the Unit is located.

(j) The Resident's failure to pay for the Services may result in Urban taking collection action, which may include disconnection of a service, subject to all applicable laws.

(k) The obligations of Urban are subject to force majeure, e.g. disruption of services due to strike, lock-out, labour disruption, operation of law, bankruptcy or insolvency of contractors, fire, civil insurrection, flood, act of God, act of terrorism or any other condition which is beyond the control of Urban.

(l) If there is a disruption in the supply of electricity (as described in the Ontario Energy Board's Distribution System Code) or other utility (as may be described by the regulatory authority in the applicable jurisdiction), as the case may be, Urban will not be liable under any circumstances for any damages or loss whatsoever, including but not limited to any loss of profits or revenues, business interruption loss, loss of contract or loss of goodwill or for any direct, indirect, consequential, incidental or special damages, including but not limited to punitive or exemplary damages, whether any of the said liabilities, losses or damages arise in contract, tort or otherwise.

(m) The Resident acknowledges that all equipment relating to sub-metering located in the Unit are not in any way his/her property. In the event that the Resident damages, vandalizes, unlawfully removes or otherwise disconnects a meter, or any part thereof from the Unit, the Resident understands and agrees that the Resident shall be responsible for all costs and expenses incurred by Urban as a result thereof.

(n) In the event that the Resident desires to sell or otherwise dispose of his/her interest in the Unit, the Resident shall cause the prospective purchaser, as a condition of its purchase of the Unit, to enter into a Utility Services Contract and to provide all related documents, each in Urban's then standard form.

(o) In the event that the Resident desires to lease or sub-lease the Unit, the Resident shall cause the prospective lessee or sub-lessee, as a condition of its lease or sub-lease, to enter into a Utility Services Contract and to provide all related documents, each in Urban's then standard form, and the Resident acknowledges and agrees that he/she shall remain liable for all its obligations to Urban under this Contract until terminated in accordance with its terms.

(p) The Resident agrees that Urban may subcontract its obligations to the Resident under this Contract to qualified third parties. In addition, the Resident agrees that Urban may assign this Contract to third parties without the consent of the Resident on the understanding that any such assignees shall agree to be responsible for the obligations of Urban to the Resident under this Contract. In the event of any such assignment by Urban, the Resident agrees to make all payments to such third parties upon notice from Urban or the applicable assignee.

(q) One party will notify the other party in writing, where notice of anything is required by this Contract. All such notices will be sent to the intended recipient at the address stated on the signing page of this Contract, or to such other address as the recipient may from time to time specify by notice in writing, by sending the same by pre-paid postage, personal delivery, facsimile or email. If sent by post, the notice will be deemed to be delivered forty-eight (48) hours after posting. If sent by personal delivery, the notice will be deemed to be delivered upon receipt by the addressee. If delivered by fax or email, the notice will be deemed to be delivered at 9 a.m. on the next business day.

(r) This Contract shall terminate automatically upon the earlier of the termination of the Sub-metering Services Agreement between Urban and the Resident's landlord, building manager, condominium developer or condominium corporation, as applicable, or, if the Resident is not the owner of the Unit, the termination of the Resident's tenancy with respect to the Unit. Upon termination, the Resident shall be required to pay to Urban all amounts outstanding to Urban in consideration of the Services up to the date of termination.