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Hicks Morley Hamilton Stewart Storie LLP 77 King St. W., 39th Floor, Box 371, TD Centre Toronto, ON MSK 1 KS Tel: 416.362.1011 Fax: 416.362.9680

File No. 223-846

August 17, 2018

DELIVERED VIA COURIER

Ms. Catherine Gilbert Registrar Ontario Labour Relations Board 2"d Floor, 505 University Avenue Toronto, ON M5G 2P1

Dear Ms. Gilbert:

M. PATRICK MORAN patri ck-mo ra n@h i c ks mo rley .com Direct: 416.864. 7308 Cell: 416.576.4697

Re: Electrical Power Systems Construction Association and The IBEW Electrical Power Council of Ontario representing the following affiliated Local Unions 105, 115, 120,303,353,402,530,586, 773,804, 1687 Application for Accreditation, Construction Industry

We are the labour relations solicitors for the Applicant, the Electrical Power Systems Construction Association.

Please find attached the Application for Accreditation, Construction Industry that has been served upon The IBEW Electrical Power Council of Ontario representing the

following affiliated Local Unions 105, 115, 120, 303, 353, 402, 530, 586, 773, 804, 1687 and is being filed with you in accordance with the Board's Rules of Procedure.

Yours very truly,

/

~(< "-f:t,J --;;;__~· /' ;f / '/ .·· /I / ~ U;.,,.... .· -, M. Patrick Moran MPM/sc

Enclosures

c: A. Lolua IBEW Electrical Power Council of Ontario

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1.

Form A-92 0 COUP'EP

LABOUR RELATIONS ACT, 1995 N4°t:;;:r;;:-;c;1-jfi;-,-f.--~;1;-r·r:·.:;c;;:'-~ JCi;;~ cc·uR1ER APPLICATION FOR ACCREDITATION,

CONSTRUCTION INDUSTRY -------------BEFORE THE ONTARIO LABOUR RELATIONS BOAR RF FWI: rv O!.Rf3

Between:

Electrical Power Systems Construction Association

- and -

The IBEW Electrical Power Council of Ontario representing the following affiliated Local Unions 105, 115, 120, 303, 353, 402,

530,586, 773,804, 1687

Applicant,

Responding Party.

The applicant applies to the Ontario Labour Relations Board for accreditation as the bargaining agent for the employers, whose employees are bargained for by the responding party, in a unit of employers that the applicant claims is appropriate for accreditation.

The applicant states:

(a) Name, address, telephone number, facsimile number and e-mail address of applicant:

' I

Electrical Power Systems Construction Association (EPSCA} 190 Attwell Drive, Suite 580 Toronto, Ontario M9W 6H6 Telephone: 416-213-0266 Facsimile: 416-213-0262 Email: csider@epsca.org

(b) Name, address, telephone number, facsimile number and e-mail address of a contact person for the applicant:

Hicks Morley Hamilton Stewart 77 King St. W., 39th Floor, Box 371, TD Centre Toronto, Ontario M5K 1 KS Attention: M. Patrick Moran Telephone: 416-864-7308 Facsimile: 416-362-9680 Email: patrick-moran@hicksmorley.com

Electrical Power Systems Construction Association (EPSCA) 190 Attwell Drive, Suite 580 Toronto, Ontario M9W 6H6 Attention: Chris Sider Telephone: 416-213-0266 Facsimile: 416-213-0262 Email: csider@epsca.org

..._, ' 0

(p. 1 of 10) (June 2014)

Form A-92

(c) E-mail address of representative and assistant (if any):

~Counsel: Patrick Moran assistant: Lindsey Rowbottom

patrick-moran@hicksmorley.com Sandra-Clarke@hicksmorlev.com

(d) Name, address, telephone number, facsimile number and e-mail address of the responding party:

l.B.E.W. Electrical Power Council of Ontario 61 International Blvd., Suite 209 Etobicoke, ON M9W 6K4 Attention: James Barry Tel: 416.674.6940 Fax: 416.674.9541 Email: james@ibewcco.org

2. The name, address, telephone number, facsimile number and e-mail address of any employers' organization, trade union or council of trade unions that may have an interest in this application:

l.B.E.W. Electrical Power Council of Ontario 61 International Blvd., Suite 209 Etobicoke, ON M9W 6K4 Attention: James Barry Tel: 416.674.6940 Fax: 416.674.9541 Email: james@ibewcco.org

3. The applicant files with this application the following documentary evidence of its status as an employers' organization: (List the charter, constitution or by-laws filed with this application.)

a) Letters Patent October 25, 2010 b) E.P.S.C.A. Amended By-Law No. 1 - November 15, 2012 c) Collective Agreement

4. The responding party trade union or council of trade unions has been certified or has been granted voluntary recognition or has entered into a collective agreement with two or more employers in the unit of employers proposed by the applicant. Two such employers are: (List at least two such employers, and include the dates of the documents relied on.)

Aecon and E.S. Fox Limited

5. Detailed description of the unit of employers that the applicant claims to be appropriate for accreditation: (Reference must be made to the sector(s) of the construction industry and the geographic area(s) or parts thereof claimed.)

See attached Schedule "A"

6. Representations as to the appropriateness of the unit described in paragraph 5, including the history of collective bargaining, if any, of the applicant and the responding party: (Attach additional sheets as required.)

(p. 2 of 10) (June 2014)

Form A-92

See attached Schedule "B"

7. Approximate number of employers in the unit described in paragraph 5:

__lL number of employers who employed electrical workers listed in Schedule "A" in 12 months before Application date

8. Approximate number of employees of employers in the unit described in paragraph 5 on the payroll of each such employer for the weekly payroll period immediately preceding the date of this application:

380 number of employees under agreement in week preceding Application date.

9. The nature of the authority relied upon by the applicant to act as bargaining agent for employers in the unit of employers: (For example, authority to act as bargaining agent may, in the case of memberships in the applicant, stem from the applicant's constitution or by-laws; or in the case of members or non-members from a specific authorization by an employer.)

The Applicant's authority to act as accredited bargaining agent stems from its Constitution, which establishes its Objects as:

4(a) To negotiate and administer construction trade collective agreements on behalf of employers performing construction work for the Bulk Electrical System on the property of Ontario Power Generation Inc., Bruce Power LP, and Hydro One Inc.;

4(b) to encourage cooperation among its members in maintaining uniform terms and conditions of employment in respect of personnel employed by members;

4(c) to represent members in labour relations matters, including, without restricting the generality of the foregoing, certification, accreditation, collective bargaining, negotiation, conciliation, mediation, arbitration, jurisdictional disputes, labour relations board matters and collective agreement administration;

4(d) to facilitate collective relations generally between the members and their respective employees;

4(e) to negotiate from time to time and to enter into on behalf of such members collective agreements covering the members' eligible employees with such bargaining agency or agencies as is required or may be permissible under applicable legislation;

4(f) to introduce and develop common policies and standard practices relating to employment and training, wage and employee benefits, administration, health and welfare, with respect to members' eligible personnel, and the preparation of statistical data with regards thereto;

(p. 3 of 10) (June 2014)

Form A-92

4(g) to represent members in respect of matters relating to the application and enforcement of legislation governing labour standards;

4(i) for such other complementary purposes not inconsistent with these objects

The Applicant's Board of Directors has the power to do and perform all things necessary to fulfill the Applicant's Objects. The Board of Directors has authorized this Application. (Amended By-Law No. 1, Article 4.1)

The Applicant may also provide copies of specific authorizations executed by members and/or non-members to proceed with the Application.

10. Other relevant statements: (Attach additional pages if necessary.)

Not Applicable

DATED August 17, 2018. I 1/t 4 I / ~~JA .. ~

M. Patrick Moran " Signature for the Applicant

. I

(p. 4 of 10) (June 2014)

Form A-92

DECLARATION

I, Alex Lolua, the General Manager of the Applicant herein, declare that

1. I have knowledge of the affairs of the Applicant;

2. The Applicant is an employers' organization that represents employers who operate businesses in the construction industry.

DATED August 17, 2018.

Alex Lolua Signature for the Applicant

, .. ,!

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,-

(p. 5 of 10) (June 2014)

Form A-92

CERTIFICATE OF DELIVERY

1. I certify that the following documents were delivered to [ ] the responding party, and [ ] any affected party named in paragraph 2 of the application:

•

•

•

•

Application for Accreditation, Construction Industry;

a blank copy of Response to Application for Accreditation, Construction Industry (Form A-93); and

Notice to Responding Party and/or Affected Party of Application for Accreditation, Construction Industry (Form C-39) with the names of the parties and the date inserted .

a copy of Applicant's (Employer Organization's) List of Employers in Proposed Unit

IBEW Electrical Power Council of Ontario 61 International Blvd., Suite 209, Etobicoke, ON M9W 6K4

Name of Organization and name and title of person to whom documents were delivered

[Complete either section 2 or section 3 below.]

Address or facsimile number to which documents were delivered

2. The documents were delivered by [ ] facsimile transmission or [

3.

hand delivery on _______ at ______ a.m./p.m. (Date)

The documents were given to United Messenger on (Name of Courier)

__ ...;..A_.u'"'"g"""'u"""'s-.t_1_7..._, ...... 20""""1_8 _______ , and I was advised that they would be delivered (Date)

not later than --~A=u'"""g-.;;;;u.-..st~17'""",...;;;2""'"0...;..1-.8 __ at 5: 00 a.m. /p.m.

f'•.

NAME: Sandra Clarke

TITLE: Legal Assistant

SIGNATURE: - J, 0 JJ_,y'-' k2 N (

(p. 6 of 10) (June 2014)

Form A-92

IMPORTANT NOTES

FRENCH OR ENGLISH Si vous communiquez avec la Commission, vous avez le droit de recevoir des services en franc;:ais et en anglais. Vous pouvez consulter les regles de la Commission, les formulaires et les bulletins d'information sur le site Web de la Commission au www.olrb.gov.on.ca ou composer le 416-326-7500 ou (sans frais) le 1 877 339-3335 pour de plus amples renseignements. Veuillez prendre note que la Commission n'offre pas de services d'interpretation dans les langues autres que le franc;:ais et l'anglais.

You have the right to communicate with, and receive available services from, the Board in either English or French. You can access the Board's Rules, Forms and Information Bulletins from its website at www.olrb.gov.on.ca or by calling 416-326-7500. Please note that the Board does not provide translation services in languages other than English or French.

CHANGE OF ADDRESS Please notify the Board immediately of any change in your address, phone or fax numbers, or your e-mail address. If you fail to notify the Board of any changes, correspondence sent to your last known address may be deemed to be reasonable notice to you and the application may proceed in your absence.

EMAIL If you have provided an e-mail address with your contact information, the Board will in all likelihood communicate with you by e-mail from a generic out-going address. Please be advised that the Board is not yet equipped to receive communications from you by e-mail.

OLRB RULES OF PROCEDURE The Board's Rules of Procedure describe how an application, response or intervention must be filed, what information must be provided and the time limits that apply. You can obtain a copy of the Rules from the Board's office at 505 University Avenue, 2nd Floor, Toronto, Ontario, M5G 2P1 (Tel: 416-326-7500) or from the Board's website.

ACCESSIBILITY and ACCOMMODATION In accordance with the Accessibility for Ontarians with Disabilities Act, 2005, the Board makes every effort to ensure that its services are provided in a manner that respects the dignity and independence of persons with disabilities. Please tell the Board if you require any accommodation to meet your individual needs.

FREEDOM OF INFORMATION and PROTECTION OF PRIVACY Personal information is collected on this form under the authority of the Board's governing legislation to assist in the processing of this application. In addition, information received in written or oral submissions may be used and disclosed for the proper administration of the Board's legislation and processes. The Freedom of Information and Protection of Privacy Act, R.S.O. 1990 F.31 governs the collection, use and disclosure of this information.

Any information that you provide to the Board that is relevant to this application must in the normal course be provided to the other parties to the proceeding.

HEARINGS and DECISIONS Board hearings are open to the public unless the panel decides that matters involving public security may be disclosed or if it believes that disclosure of financial or personal matters would be damaging to any of the parties. Hearings are not recorded and no transcripts are produced.

(p. 7 of 10) (June 2014)

Form A-92

The Board issues written decisions, which may include the name and personal information about persons appearing before it. Decisions are available to the public from a variety of sources including the Ontario Workplace Tribunals Library, and over the internet at www.canlii.org, a free legal information data base. Some summaries and decisions may be found on the Board's website under Highlights and Recent Decisions of Interest.

(p. 8 of 10) (June 2014)

Form A-92

Schedule "A"

All employers employing electrical foremen and subforemen, electrician journeymen, electrical welders, electrician apprentices, communications electricians, Lineman Journeymen, Line Apprentices/Learners, groundmen, groundman drivers, groundman operators, utilitymen and ground work foremen and subforemen engaged in all construction work* in the electrical power systems sector performed on Ontario Power Generation Inc., Bruce Power LP and Hydro One Networks Inc. property in the Province of Ontario for the bulk power system for whom the IBEW Electrical Power Council of Ontario holds bargaining rights in the electrical power systems sector.

For purposes of clarity, the bulk power system comprises: generating stations, hydraulic works, Heavy water facilities in the province of Ontario; and transmission lines (voltages over 50kV), transmission stations, microwave and repeater stations on Ontario Power Generation Inc., Bruce Power LP and/or Hydro One Networks Inc. property, save and except building of commercial office-type facilities at urban locations remote from operating facilities.

* The work encompasses:

- construction of new facilities - additions to existing facilities - modifications - rehabilitation - reconstruction of existing facilities

(p. 9 of 10) (June 2014)

Form A-92

Schedule "B"

1. The Applicant is a not-for-profit corporation that is an Employer Association representing contractors in bargaining with all of the building trades, including the IBEW Electrical Power Council of Ontario in the Electrical Power Systems Sector of the construction industry in Ontario.

2. The Applicant and the Responding Party are parties bound to two collective agreements:

i) a Generation Collective Agreement which expires on April 30, 2020 and

ii) a Transmission Collective Agreement which expires on April 30, 2020.

3. In Article 1 of each of these two agreements, the Responding Party recognizes the Applicant as the exclusive bargaining representative for all employers who employ electrical foremen and subforemen, electrician journeymen, electrical welders, electrician apprentices, communications electricians, Lineman Journeymen, Line Apprentices/Learners, groundmen, groundman drivers, groundman operators, utilitymen and ground work foremen and subforemen on Ontario Power Generation Inc., Hydro One Networks Inc. and Bruce Power LLP properties.

4. Since this bargaining relationship commenced shortly after the Applicant's association was formed in February, 1972 virtually all construction industry work performed by contractors bound to the IBEW or to affiliates of the IBEW Electrical Power Council of Ontario, in the Electrical Power Systems Sector, on the property of the former Ontario Hydro and its successors, has been performed by contractors represented by EPSCA under these Collective Agreements or their predecessor collective agreements.

(p. 10 of 10) (June 2014)

EMPLOYER LIST

431 Black Lake Rd 1 A & L Line Construction ( 1977) Attn: Dylan Lanthier Lively, ON P3Y 1 H8

Phone: 705.692.3400 2 Aecon Industrial Attn: Larry Brokenshire 150 Sheldon Dr. Cambridge Ont. N1R 7K9

Attn: Bob Ritzmann 3 All Trade Industrial Contractors Inc. President 1477 Bishop Street North, Cambridge, ON N1R 7J4

4 Alstom Power Canada Inc. Attn: Douglas Lafontaine 1430 Blair Place, Suite 600, Ottawa, ON K1J 9N2 51 Folsetter Drive,

5 Aluma Systems Inc Attn: Peter Herrmann Paris, ON N3L OE2

Attn: Michele Stocco

6 Andritz Hydro Canada Inc. Payroll

6100 Auto Route Transcanadienne, Point Claire, QC H9R 1 E9 Phone: 514-428-6854 'michele.stocco@andritz.com'

7 APCI Communications Inc. Attn: Benjamin van de Pulte 5100 South Service Road, Units 12&13, Burlington, ON L7L 6A5

8 Arno Electrique Ltee Attn: Catherine Provencher 2300 Boulevard-des-Recollets, Trois Rivieres, Quebec G8Z 3X5

9 Barrette Et Fils Ltee. Attn: Danick Murray

1715 Avenue de l'Energie, Alma, QC G8C 1 M7

10 Black & Mcdonald Limited Attn: Larry MacDoanld

81 Osbourne Rd., Courtice, ON L 1 E 2R3

11 Broder Electric Ltd. Attn: Fred Broder

100-14 Grenfell Cr. Nepean, ON K2G OG2

12 Carleton Electric Ltd Attn: Bill McKee 22 Jamie Ave, Nepean, ON K2E 6T6

13 Dancey Electric Attn: JOHN DANCEY RR#3 Stn. Main, North Bay, ON P1 B 8G4

14 E.S. Fox Limited Attn: Terry Armstrong PO Box 1010, 9127 Montrose Road, Niagara Falls, ON L2E 7J9

15 Engineered Electric Controls Ltd Attn: Wayne Fischer 230 Sheldon Drive, Cambridge, ON N1T 1A8 Attn: Greg

16 Eptcon Ltd. 519-620-4414 560 Sheldon Drive, Cambridge, ON N1T OA4 I qreaialeotcon.com

17 Getsco Technical Services Inc. Attn: Gary Vanderloo 4327 Roper Road, Edmonton, Alberta T6B 3S5

18 Grace Instrumentation & Controls Ltd. Attn: Scott Marr

763 Norfolk St. Unit #4, Simcoe, ON N3Y 4K1

19 Johnston's Electrical Attn: Ken Johnston 150 Broussearu Ave. P.O. Box 726, Timmins, ON P4N 7G2

20 K-Line Maintenance & Construction Attn: Al Moss

12731 Highway #48, Stouffville, ON L4A 4A7 Manaqer of Operations

21 Matrix North American Construction Attn: Jim Simpson 3196 Mainway, Burlington, ON L7M 1A5

22 Mega Pro Energie Inc. Attn: Ben Bourque

760 Rue Nobel, St. Jerome, QC J7Z 7A3 450 438 0707

23 Plan Group Inc Attn: Michael McBean

2740 Steeles Ave. West, Vaughan, ON L4K 4T4 Manaoer, Business Development

24 Powertel Utlities Contractors Limited Attn: Nick Galien

150 Regional Road 10, Whitefish, ON POM 3EO 705-866-2828

25 Stuart Olson Attn: Pat Diotte 670 Falconbridge Road, Unit #1, Sudbury, ON P3A 4S4

26 The State Group Inc Attn: Terry Bauman 3206 Orlando Drive, Mississauga, ON L4V 1 R5 Attn: Francois Bartholomew

27 Thirau Manager, Site Operations 27 Cardico Drive, Gormley, ON LOH 1GO francois.berthiaume@xctm.ca

28 White Pine Electric Ltd. Attn: Rick Ball PO Box 10118, Thunder Bay, ON P7B 6T6

This space is for Ministry Use Only Espace iE!serve a

Ontario Corporation Number ,v .......... .:. .. ,..., .-/,.., f~ ~,....,,...;Ot,ci Pn nnfrlriO

i828131

Form 2 C orporaifons

Act

Formuie2 Loisur/es pef?Onnes

morales

07109 (03/2005)

i'usage excfusif du mir.istere

APPLICATION FOR INCORPORATION OF A CORPORATION WITHOUT SHARE CAPiTAL REQUETE EN CONSTITUTION D'UNE PER SONNE MORALE SANS CAPITAL-ACTIONS

1. The name of the corporation is: (Set out in BLOCK CAPITAL LETTERS} Denomination socia!e de ia societe: (Ecrire en LETTRES MAJUSCULES SEULEMENT)

2. The address of the head office of the corporation is: Adresse du siege social:

65 International Blvd., Suite 202, (Street & Number or R.R. Number & if Multi-Office Building give Room No.j

(Rue et numero OU numero de la .R..F?. et, s'ii s'agit d'un edifice a bureaux, numero o'u bureau)

Etobicoke (Name of Municipality or Post Office) (Postal Code)

(Code postal) (Nom de !a municipalite ou du bureau de paste)

3. The applicants who are to be the first directors of the corporation are: Requerants appe!es a devenir !es premie;s administrateurs de la personne morale:

First name, middle names and surname Pr8nom, autres ,0 renoms et nom de farni/fe

Da.ve Radtke

John Murphy

Nairn McQueen

John Sauger

I Address for service, giving Street & No. or R.R. No., Municipality, Province, Countrv· and Postal Code I Domicile elu, y compri:;; fa rue et ie numero, le numero de ia F?.R. OU

j le nom de fa munic~oa!lte, la province, !e pays et le code postal

I. 65 lnternatloilal B!vd., Suite 202 I Toronto, ON l'v19W 6L9

j 65 International Bivd., Suite 202 : Toronto, ON M9\/V 6L9

I / 65 lnternationai Bivd., Suite 202 !Toronto, ON M9W 6L.9

i 11· 65 International B!Jd., Suite 202 1 Toronto, Of\! M9W 6L9 j

1.

\.

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3. The applicants who are to be the first directors of the corporation are: Requerants appefes a devenir /es premiers administrateurs de la personne morale:

First name, middle names and surname Address for service, giving St1·eet & No. or R.R. No., Municipality, Prtfnom, autres prenoms et 11011; de faille _ Province, Country and Postal Code

Domicile elu, y compris fa me et le numero ou le n11111ero de la RR .• le nom de la mzmicipalite, la province, le pays et le code postal

Joe Dotchin 65 International Blvd., Strite 202 Toronto, ON M9W 6L9

Larry MacDonald 65 International Blvd., Suite 202 Toronto, ON M9W 6L9

07109 (0812005)

2.

4. The objects for which the corporation is incorporated are: Objets pour fesquels la personne morale est constituee:

(a) To negotiate and administer construction trade collective agreements on behalf of employers performing construction work for the Bulk Electrical System on the property of Ontario Power Generation Inc., Bruce Power LP and Hydro One Inc.;

(b) to encourage cooperation among its members in maintaining uniform terms and conditions of employment in respect of personnel employed by members;

(c) to represent members in labour relations matters, including, without restricting the generality of the foregoing, certification, accreditation, collective bargaining, negotiation, conciliation, mediation, arbitration, jurisdictional disputes, labour relation board matters and collective agreement administration;

(d) to facilitate collective relations generally between the members and their respective employees;

(e) to negotiate from time to time and to enter into on behalf of members collective agreements covering the members' eligible employees with such bargaining agency or agencies as is required or may be permissible under applicable legislation;

(f) to introduce and develop common policies and standard practices relating to employment and training, wage and employee benefits, administration, health and welfare, with respect to members' eligible personnel, and the preparation of statistical data with regards thereto;

(g) to represent members in respect of matters relating to the application and enforcement of legislation governing labour standards;

(h) to liaise with other construction associations in matters of mutual interest; and

(i) for such other complementary purposes not inconsistent with these objects_

07109 (08/2005)

3.

5. The special provisions are: Dispositions particu!ieres:

The corporation shall be carried on without the purpose of gain for its members, and any profits or other accretions to the corporation shall be used in promoting its objects.

La personne morale doit exercer ses activites sans rechercher de gain pecuniaire pour ses membres, et tout benefice ou tout accroissement de /'actif de la personne morale doit etre utilise pour promouvoir ses objets.

. ' 4A

6. The Names and address for service of the applicants: Norn et prenorns et Domicile elu du requerants:

First name, middle names and surname Address for service, giving Street & No. or R.R. No., Municipality, Pren om, azitres prinoms et nom de faille Province, Country and Postal Code

Domicile elu, y compris la rue et le numero ou le numiro de la R.R., le nom de la municipa/iti, la province, le pays et le code postal

Larry MacDonald 65 International Blvd., Suite 202 Toronto, ON M9W 6L9

6. The names and address for service of the applicants: 4. Nam et prenoms et domicile e!u des requerants : First name, middle names and · Address for service, giving Street & No. or R.R. No., Municipality, Province, surname Country and Postal Code Prenom, autres Prenoms et nom de Domicile elu, y compris la rue et le numero, le numero de la R.R. ou le fami//e nom de ia municipa/ite, la province, le pays et le code postal

Dave Radtke 65 International Btvd., Suite 202 Toronto, ON M9W 6L9

John Murphy 65 International Blvd., Suite 202 Toronto, ON M9W 6L9

Nairn McQueen 65 International Blvd., Suite 202 Toronto, ON M9W 6L9

John Sauger 65 International B!vd., Suite 202 Toronto, ON M9W 6L9

Joe Dotchin 65 International Bivd., Suite 202 Toronto, ON M9VV 6L9

This application is executed in duplicate. La presente requete est faite en double exemplaire.

Signatures of applicants Signature des requerants

' / --~ ,,- "

·-'~-- ' ( 1-..L :~.=)_;,-::::;,:,

Larry i\facDonald

4A

6. The Names and address for service of the applicants: Nom et prenoms et Domicile elu du requerants:

First name, middle names and surname Address for service, giving StTeet & No. or R.R. No., Municipality, Pren om, autres prenoms et nom de faille Province, Country and Postal Code

Domicile elu, y compris la rue et le nwnero ou le numrJro de la R.R., le nom de la municipalite, la province, le pays et le code postal

Larry MacDonald 65 Intemational Blvd., Suite 202 Toronto, ON M9W 6L9

-------·---- -------------

Al\'IENDED BY-LAW No. 1

A by-law relating generally to the conduct of the affairs of

THE ELECTRICAL POWER SYSTEMS CONSTRUCTION ASSOCIATION (the ''Corporation")

BE IT ENACTED as a by-law of the Corporation:

1. INTERPRET ATJON

1.1 Meaning of Words

Subject to section 1.2, in this by-law and all other by-laws of the Corporation unless the context othenvise reqmres:

"Applicant Member" means the applicant(s) for incorporation of the Corporation;

"Board'' means the board of Directors;

"BP Directors" means the Directors elected or appointed by the BP Member;

"BP l\'Iember" means the Member representing Brnce Power LP.;

"Contractor Member" has the meaning specified in section 8.2(d);

"Contractor Directors" means the Directors elected or appointed by the Contractor Members;

"Corporations Act" means the Cmporations Act, R.S.O. 1990, c. C.38, including the regulations promulgated thereunder and any statute ainending or enacted in substitution thereof~ from time to time;

"Designate" means an individual who is penruitted to attend a meeting of the LRC by a Contractor Director, whether or not accompanied by such Contractor Director;

"Director" means a director of the Corporation;

"Generation Projects" pertains to work pei-fonned on property ovvned by Ontario Pm:ver Generation Inc. or Bmce Power L.P. or any of its affiliates;

"HON Directors" means the Directors elected or appointed by the HON Member;

"HON l\'Iember" means the Member representing Hydrn One Nehvorks Inc.;

"LRC" has the meaning specified in section 1 l..1;

"Labour Relation Matters" means all matters relating to or arising from or associated with the negotiation and administration of EPSCA coUective agreements;

"Member" means a member of the Corporntion;

"Officer" means an officer of the Corporation;

"OPG Directors" mean the Directors elected or appointed by the OPG Member;

"OPG Member" means the Member representing Ontario Power Generation Inc.;

"President" means the president of the Corporation;

"Secretary" means the secretary of the Corporation;

"Transmission" pertains to work performed on property owned by Hydro One Networks Inc. or any of its affiliates; and

"Treasurer" means the treasurer of the Corporation.

1.2 Corporations Act Terms

Any tem1s used herein which are defined in the Corporations Act shall have the same meanings in this by­law·.

2. HEAD OFFICE

The head office of the Corporation shall be in the City of Toronto in the Province of Ontario, and at such place therein as the Board may from time to time detennine.

3. SEAL

The corporate seal of the Corporation shall be such as the Board may by resolution from time to time adopt, and shall be entrnsted to the Secretary for its use and satekeeping.

4. DIRECTORS

4.1 Board of Directors

Upon incorporation, the affairs of the Corporation shall be managed by a Board cons1stmg of the Applicant Members named in the letters patent of the Corporation. Thereafter, the affairs of the Corporation shall be managed by a Board consisting of two Directors elected by the BP Member, two Directors elected by the HON Member, two Directors elected by the OPG Member and twelve Directors elected by the Contractor Members. The Directors may exercise all such powers and may do all such acts and things as may be exercised or done by the Corporation and that are not by the by-laws, any resolution of the Members or by statute expressly directed or required to be done by the Corporation at a meeting of Members.

4.2 Qualification of Director

Each Director shall:

(a) be an individual;

(b) be at least 18 years of age; and

(c) not be an undischarged bankmpt or a mentally incompetent person.

2

4.3 Election of Directors

(1) The Applicant Members shall be the first Directors whose term of office on the Board shall continue until their successors are elected or appointed.

(2) Subject to the provisions of the Corporations Act, the Contractor Members shall be entitled to elect twelve Directors at each annual meeting of the Members and each of the OPG Member, the BP Member and the HON Member shall be entitled to elect two Directors to serve on the Board of Directors, such that in accordance with Section 4.3(3) below, the Board of Directors shall consist of eighteen (18) Directors.

(3) At the next meeting of the Members of the Corporation (the "Special Meeting") to be held following the effective date of these amended and restated Bylaws (the "Effective Date") and prior to the next annual meeting of Members, the OPG Member, the BP Member, and the HON l\ifember shall each be entitled to elect one additional Director, such that each of the OPG Member, the BP Member and the HON Member shall have two Director representatives on the Board of Directors and the total number of Directors serving on the Board of Directors follov,:ing the Special Meeting shall be eighteen ( 18).

At the next annual meeting of Members following the Special Meeting, (i) the OPG Member, the BP Member, and the HON Member shall each elect two Directors, one of whom shall be designated to serve for a term of one year from the date of such annual meeting, and one of whom shall be designated to serve for a term of two years from the date of such annual meeting, or until their successors shall have been elected or appointed, whichever comes first; and (ii) the Contractor Members shall elect twelve (12) Directors, six (6) of \Vhich shall be designated to serve for a tenn of one year from the date of such annual meeting and six (6) of which shall be designated to serve for a tenn of hvo (2) years from the date of such annual meeting, or until their successors shall have been elected or appointed, whichever comes first. For greater certainty, subsequent to the next annual meeting following the Effective Date, each Director shall serve for a term of two (2) years in accordance with Section 4.3(2) or until their successors shall have been elected or appointed, whichever comes first.

( 4) Subject to sections 4.3(3), 4.4 and 4.5 (or the provisions, if any, of the letters patent or any supplementary letters patent issued to the Corporation), each Director's term of office shall be until the annual meeting which is tvvo years from the date of the meeting at which they are elected or appointed or until their successors shall have been elected or appointed, whichever comes first.

(5) A Director, if otherwise qualified, may be re-elected at the end of his or her term.

(6) NorrJnees for election as Directors shall be:

(a) in the case of any nominee of the Contractor Members, the individuals whose names are put in nomination by any Contractor Member at any time before nominations are closed at the meeting of Members at which the election of Directors is held, provided that the nominee is the proprietor, a partner, an executive officer or an authorized representative employee of a Contractor Member; and

(b) in the case of any nominees of the OPG Member, the BP Member or the HON Member, the names put forth by such Members.

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•.

(7) Where:

(a) the number of candidates nominated is less than or equal to the number of offices to be filled, the candidates shall be elected as Directors by acclamation; and

(b) the number of candidates nominated is greater than the number of offices to be filled, the election shall proceed by ballot, in which case, subject to section 4.3(3), the OPG Member shall be entitled to elect two nominees to the Board, the BP Member shall be entitled to elect two nominees to the Board, the HON Member shall be entitled to elect two nominees to the Board and the Contractor Members, as a group, shall be entitled to elect a total of twelve nominees to the Board.

(8) The Board may prescribe the form of nomination paper and the fonn of ballot.

4.4 Vacation of Office

(1) A Director ceases to hold office if:

(a) the Director becomes bankrupt, or suspends payment of debts, or compounds with creditors, or makes an assignment for the benefit of creditors or is declared insolvent;

(b) the Director is found by a court to be a mentally incompetent person;

( c) the Director was a nominee of, and was elected or appointed by, the Contractor Members, the Contractor Member of which he or she is a proprietor, a partner, executive officer or an authorized representative employee ceases to be a Member;

( d) the Director was elected or appointed by the Contractor Members, the Director ceases to be a proprietor, a partner, an executive officer or an authorized representative employee of a Contractor Member:

(e) the Director, by notice in wntmg to the Secretary, resigns his or her office, which resignation shall be effective on the date it is received by the Corporation or on the date specified by the notice, "vhichever is later; or

(f) the Director dies.

(2) If a Director ceases to be a director pursuant to section 4.4(1), the vacancy may be filled by a qualified individual appointed by the class of Members entitled to elect or appoint such Director, and any Director so appointed or elected to fill such vacancy shall hold office for the unexpired term of the Director who ceased to be a Director and who caused such vacancy.

4.5 Removal of Directors

The Members of a class may, by resolution passed by at least two-thirds of the Members of such class. remove any Director elected or appointed by such class of Members before the expiration of the term of such Director and may appoint or elect any qualified individual in his or her stead for the remainder of the term of the Director who has been removed by such Members. The BP Directors, the HON Directors and the OPG Directors may only be removed by a notice in writing to the Secretary of the BP Member, the HON Member and the OPG Member, respectively.

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4.6 Remuneration of Directors

The Directors sha11 serve without remuneration and no Director shall directly or indirectly receive any profit from his or her position as such, provided that a Director may be reimbursed for reasonable expenses incurred by him or her in the performance of the Director's duties, as determined by the Board from time to time.

5. MEETINGS OF DIRECTORS

5.1 Meetings

Meetings of the Board may be held at any place within or outside Ontario as designated in the notice calling the meeting. Meetings of the Board may be called by the President as occasion may arise or at the written request of two or more of Directors, provided that the Board shall meet at least once every three months. If permitted by the Corporations Act, any resolution signed by all the Directors is as valid and effective as if passed at a duly constituted meeting of the Directors.

If all the Directors present at or participating in a meeting consent, a meeting of the Directors or of a committee of the Directors may be held by means of telephone, electronic or other facilities which permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a Director participating in such a meeting by such means is deemed to be present at the meeting.

5.2 Notice

(l) Notice for any meeting of the Board shall be given at least 72 hours before the meeting is to take place, provided that notice of any emergency meeting may be given not less than 12 hours prior thereto. Notice of any meeting of the Board shall be delivered, mailed or sent electronically or otherwise communicated in writing to each Director.

(2) Meetings of the Board may be held at any time without formal notice if all of the Directors are present or those absent have waived notice or have signified their assent in writing to such meeting being held in their absence. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any Director.

(3) For the first meeting of the Board to be held immediately following the election of Directors at an annual meeting of the Members or for a meeting of the Board at which a Director is appointed to fill a vacancy in the Board, no notice of such meeting need be given to the Director or Directors so elected or appointed in order for the meeting to be duly constituted, provided that a quorum of the Directors is present.

5.3 Chairperson

The President shall, when present, preside as chairperson, at all meetings of the Board. In the absence of the President at a meeting of the Board, the Directors present shall choose from among their numbers a Director to act as the chairperson of the meeting.

5.4 Quorum

A quomm at any meeting of the Board shall be six Directors consisting of: (i) any three of the BP Din~ctors, the HON Directors and the OPG Directors; and (ii) at least three of the Contractor Directors.

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5.5 Decisions of Board

(1) Questions arising at any meeting of the Board shall be decided by a majority of votes cast.

(2) In the case of an equality of votes, the chairperson of the meeting, in addition to his or her original vote, shall have a second or casting vote. A declaration by the chairperson of the meeting that a resolution has been carried and an entry to that effect in the minutes is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the resolution.

6. OFFICERS

6.1 Officers

The Board shall, as often as may be required or as set out in this by-law, appoint a President, a Vice President, a General Manager, a Secretary, a Treasurer, and a Legal Counsel. The offices of Secretary and Treasurer may, in the discretion of the Board, be held by the same person who may but not need be k.nm .. vn as the Secretary-Treasurer. The Board may appoint such other Officers and agents as it shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the Board.

6.2 President

( 1) The President shall be appointed from among the Directors and shall be appointed every two years by the Board at the first meeting of the Directors foHowing the annual meeting of Members.

(2) The President shall be the chief administrative officer of the Corporation and shall be responsible to the Board for the co-ordination of all affairs of the Corporation. The President shall preside as chairperson at all meetings of the Board and the Members. The President shall sign such contracts, documents or instruments in writing as require his or her signature, as more particularly set forth in section 12.2.

6.3 Vice President

The Vice President shall be appointed from among the Directors and shall perform such duties as from time to time may be assigned by the President or by or at the direction of the Board.

6.4 General Manager

The General Manager shall be the general manager of the Corporation, responsible for managing the business of the Corporation and shall be responsible to, and subject to the direction of, the Board. The General Manager shall be entitled to receive notice of, and attend and be heard at all Board meetings, but shall not be entitled to vote at any meeting of the Board.

6.5 Secretary

The Secretary shall keep complete and accurate rnjnutes of al! proceedings which take place at meetings of die Board, the executive committee, if any, and ltbe Members. The Secretary shall have custody of the corporate seal of the Corporation and shall keep the books, papers and records of the Corporation.

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6.6 Treasurer

The Treasurer shall have the care and custody of all the funds of the Corporation and shall deposit the same in the name of the Corporation in such bank or banks or with such depository or depositories as the Board may direct The Treasurer may be required to give such bond for the faithful perfonnance of his or her duties as the Board in its discretion may require, but no Director or Officer shall be liable for the failure to require any bond or for the insufficiency of any bond or for any loss by reason of the failure of the Corporation to receive any indemnity thereby provided.

6. 7 Legal Counsel

The Legal Counsel shall be a member in good standing of the Law Society of Upper Canada, and shall be responsible to, and subject to the direction of, the Board. The Legal Counsel shall (a) advise the board on legal matters or proceedings arising from the exercise of the Board's duties; (b) review all materials prepared for the board! for legal accuracy and sufficiency and direct any necessary revisions; ( c) review· all contracts and other legal or binding documents on behalf of the Corporation; ( d) represent the Corporation in legal proceedings or, \'v'ith the approval of the Board, hire or designate another attorney to do so; ( e) maintain the Corporation's registration and compliance with the appropriate government and regulatory authorities; and (t) serve as registered agent for the Corporation. The Legal Counsel shall be entitled to receive notice of, and attend and be heard at all Board meetings, but shall not be entitled to vote at any meeting oftlie Board.

6.8 Vacancies

If the office of Presndent, Vice President, General Manager, Secretary, Treasurer, or Legal Counsel sha11 be or become vacant by reason of death, resignation, disqualification or otheIVVise, the Directors may elect or appoint an Officer to fiTI! such vacancy, subject to the provisions of this section 6.

6.9 Remunerntiol!Jl of Officers

The Board may fix the remm1erntion to be paid to Officers.

6.10 Removal of Officers

All Officers, in the absence of any emp~oyment agreement to the contrary, shall be subject to removal by resolution of the Board at any time with or without cause.

6.11 Delegation of Duties @f Officers

In the case of absence c11r n•11abifoy to act of the President, Vice President, General Manager, Secretary, Treasurer, Legai Counsd, or any other Officer or for any other reason that the Directors may deem sufficient, the Directors may delegate aH or any of the powers of such Officer to any other Officer or to any Director for the time being.

7. INDEMNIHCATllON A1'"D PROTECTION OF DIRECTORS AND OFFICERS

7.1 Indemnities

(1) Everj D]recmr and Office1r,. mrnd hi.s or her heirs, executors and administrators, and estate and effects, respect]vdy, may, >.vith the consent of the Corporation, given at any meeting of the

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Members, from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against,

(a) all costs, charges andl expenses whatsoever that he, she or it sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him, her or it, for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him, her or 1t, in or about the execution of the duties of his, her or its office; and

(b) all other costs, charges and expenses that he, she or it sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his, her or its 0\\1n wilful neglect or default.

(2) Subject to the Corporations Act, the Corporation may purchase and maintain insurance for the benefit of any person referred to in section 7. I ( 1) against any liability incurred by that person in the capacity as a Director or Officer, except where the liability relates to that person's failure to act honestly and in good faith >vith a view- to the best interests of the Corporation.

7 .2 Protection of Directors and Officers

(1) No Director or Officer shall be liable for the acts, receipts, neglects or defaults of any other Director, Officer or emp]oyee of the Corporation or for any loss, damage or expense happening to the Corporation throug..h the insufficiency or deficiency of title to any propew; acquired by order of the Board or for or on behalf of the Corporation or for the insufficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, finn or corporation \<.-ith whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or tmst or in relation thereto unless the same shall happen by or through the wrongful and willful act or through the willful neglect or default of such Directors or Officers.

(2) The Directors shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Corporation, except such as shall have been submitted to and authorized or approved by the Board. If any Director or Officer shaH be employed by or shall perform services for the Corporation othenvilse than as a Director or Officer or shall be a member of a finn or a director or officer of a company which is employed by or perfom1s services for the Corporation, the fact of his or her being a Diilrector or Officer shall not disentitle such Director or Officer or such firm or company, as the case may be, from receiving reasonable remuneration for such services.

8. MEMBERSHIP

8.1 Qualification

The Members shalil be those persons ·.vho are from time to time enrolled as Members at the Corporation's head office. Tiiere shaU be maintained at the head office of the Corporation a list of Members in good standing eruroHed at such office. Save as othenvise expressly herein provided, the fee for membership in the Corporation for each dass ofMemlber (as hereinafter provided for), shall be such amount per annum as may be fixed from time to time by tl:Je Board.

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8.2 Classes of Membership

There shall be five classes of membership of the Corporation, namely:

(a) the BP Member, which class shall be open to Bmce Power L.P. exclusively;

(b) the HON Member, which class sh.an be open to Hydro One Networks Inc. exclusively;

(c) the OPG Member, which class shall be open to Ontario Power Generation Inc. exclusively;

(d) contractor members (each, a "Contractor Member"), which class shall be open to those employers operating a business in the constmction industry as defined in the Labour Relations Act (Ontario) who have filed an application for membership with the Corporation and who have been admitted as Contractor Members at the so1e discretion of the Board; and

(e) a class which is comprised solely of, and limited to, the Applicant Member(s), exclusively.

8.3 Right of Classes

( i) The BP Member shall be entitled to nominate and elect tvvo Directors and shall othenvise have and be entitled to exercise one vote at all meetings of Members.

(2) The HON Member shall be entitled to nominate and elect tv.·o Directors and shall otherwise have and be entitled to exercise one vote at all meetings of Members.

(3) The OPG Member shall be entitled to nominate and elect two Directors and shall otherwise have and be entitled to exercise one vote at all meetings of Members.

(4) The Contractor Members in good standing shall be entitled, as a group, to nominate and elect up to twelve Directors and each Contractor Member shall othenvise have and be entitled to exercise one vote at all meetings of Members.

(5) The Applicant Member(s) shall be entitled to receive notice of, and attend and be heard at all meetings of Members, but shall not be entitled to vote at any meeting of Members.

8.4 Applications

Application for membership shall be made in writing in such form as the Corporation may require and shall be accompanied by the amount of membership fee in force at the time.

8.5 Transfer of Membership

Membership in the Corporation is not transfelTable except as othenvise set out in the letters patent or supplementary letters patent of the Corporation.

8.6 Suspension/Revocation of Membership

lf any Member violates the letters patent, supplementary letters patent or by-la>vs of the Corporation, such Member may be suspended or expeHed from the Corporntion, or otherwise disciplined by majorjty vote of

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all Members at a special meeting duly called for such purpose but only subsequent to such Member being given a reasonable opportunity to appear before the meeting for the purpose of advancing explanations and making other representations on its behalf; provided, however, that a Member who is a Director shall not be suspended or terminated unless such Member has first been removed as a Dir~ctor.

8. 7 Termination of Membership

Membership in the Corporation automatically terminates upon the happening of any of the following events:

(a) if a. Member, other than the BP Member, the HON Member or the OPG Member, ceases to be an employer who operates a business in the constrnction industry as defined in the Labour Relations Act (Ontario) as determined by the Board in its sole discretion;

(b) if a Member is suspended or expelled from the Corporation pursuant to section 8.6; or

( c) if a Member has not paid its annual dues or assessments within 60 days of receipt of the first notification that the dues and assessments are payable, and the Board then decides to terminate the membership.

8.8 Resignation

Any Member may resign as a Member by letter addressed to the Secretary at the head office of the Corporation which resignation shaH be effective on the date it is received by the Corporation on the dated specified therein, •vhicbever is later. In the case of resignation, a Member shall remain liable for payment of any assessment or other sum levied or which became payable by the Member to the Corporation prior to the Member's resignation.

8.9 Fees and Assessments

The annual fee shall be determined by the Board for presentation to and approval by the Members at the annual meeting. Special assessments may also be levied to the extent approved by Members at meetings of Members. Annual fees and special assessments shall become due and payable upon receipt of an invoice from the Corporation.

8.10 Liability of Members

Members shall not, as such, be held answerable or responsible for any act, default, obligation or liability of the Corporation or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with the Corporation.

8.11 Indemnity of the Corporation

Should any Member do anyihing or fail to do anything which results in a claim being made or an action being brought against the Corporation, the Corporation shall be indemnified by the Member for all expenses, damages and costs incurred, unless the Member's action has been taken under the direction or with the approval of the Corpora~ion.

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9. MEETINGS OF MEMBERS

9.1 Annual Meetings

The Corporation shall hold an annual meeting of the Members not later than 18 months after its incorporation and subsequently not more than 15 months after the holding of the last preceding annual meeting. Notice of the annual meeting of Members and notice of nominations to the Board shall be sent IO clear days prior to the annual meeting, or such greater time as required by applicable laws. Nominations must be sent to the Corporation's head office no later than 5 days prior to the date of the annual meeting of Members. The annual meeting of Members shall be held at the head office of the Corporation, or such other place within Ontario, on such day in each year and at such time as the Board may by resolution determine, for the purpose of:

(a) hearing and receiving the reports and statements required by the Corporations Act to be read at and laid before an annual meeting of Members;

(b) electing such Directors as are to be elected at such annual meeting;

( c) appointing an auditor or firm of auditors, and fixing or allowing the Board to fix the remuneration therefor; and

( d) the transaction of any other business properly brought before the meeting.

9.2 General Meetings

Other meetings of the Members (to be known as "general meetings") may be convened at any time, to be held on any date and at any time and at any place within Ontario, by order of the Directors for the transaction of any business, the general nature of which is specified in the notice calling the general meeting. In addition, the Directors shall call a general meeting of the Members upon receipt of a wiitten requisition to do so of not less than 10% of the Members entitled to vote at such meeting.

9.3 Notice of Meetings

Notices of all meetings of Members shall be sufficiently given if sent by prepaid letter mail, addressed to the Member at its address on the record of the books of the Corporation, or electronically at the Member's registered electronic address, not Jess than 45 days prior thereto.

9.4 Quorum

A quornm for the transaction of business at any meeting of Members shall consist of not less than six Members which must include; i) any three of the BP Member, the HON Member and the OPG Member present in person or represented by proxy and; ii) at least three of the Contractor Members.

9.5 Chairperson

The President shall, when present, preside as chairperson, at all meetings of the Members. fu the absence of the President, the Members entitled to vote at any meeting of Members shall choose another Director to act as the chairperson of the meeting.

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9.6 Decisions of Members

(1) Unless otherwise required by the prov1s10ns of the Corporations Act or the by-laws of the Corporation, all questions proposed for consideration at any meeting of Members shall be determined by a majority of the votes cast by Members entitled to vote in accordance with section 8.3.

(2) In the case of an equality of votes, a deadlock shall be deemed to exist If a deadlock arises on any question proposed at any meeting of Members, the Members shall meet within five business days from the date of the meeting of Members at which such deadlock arose for the express purpose of attempting to resolve the deadlock. If after such second meeting the deadlock remains, two or more Members may, \vithin five business days following such second meeting of Members, refer the matter giving rise to the deadlock to an arbitrator appointed by the Board. The provisions of the Arbitrations Act, 1991 (Ontario) shall be applicable to any arbitration held under this section and the arbitrator shall have jurisdiction to do all acts and make such orders: as provided in such statute, provided that the arbitrator shall render a decision within seven business days from the date the matter was referred to such arbitrator, unless extended by the Board, acti.ng reasonably. The fees and expenses of the arbitrator shall be paid by the Corporation.

9.7 Show of Hands

At all meetings of Members every question shall be decided by a show of hands unless otherwise required by this by-lmv, any other by-law of the Corporation or unless a poll is required by the chairperson of the meeting or requested by any Member entitled to vote. Upon a show of hands, every Member entitled to vote, or proxy holder for a Member entitled to vote, shall have the number of votes to which such Member is entitled. Whenever a vote by show of hands has been taken upon a question, unless a poll is requested, a declaration by the chairperson that a resolution has been carried or lost by a pmiicufar majority and an entry to that effect in the minutes of the Corporation is conclusive evidence of the fact vvithout proof of the number or proportion of votes recorded in favour of or against the motion.

9.8 Polls

If at any meeting of Members a poll is requested on the election of a chairperson or on the question of adjournment, it must be taken forthwith without adjournment. If a poll is requested on any other question, it shall be taken in the manner and either at once or later at the meeting or after adjournment as the chairperson directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll vvas requested. A request for a poll may be withdrawn at any time prior to the taking of the poH.

9.9 Proxies

Every Member entitled to vote at meetings of Members may by means of a proxy appoint a person who need not be a Member, as nominee for the Member, to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy. A proxy shall be in writing, shall be executed by the Member entitled to vote or the attorney of the Member authorized in writing, or, if the Member is a body corporate, under its corporate seal or by an officer or attorney thereof duly authorized, amid ceases to be valid one year from its date. Subject to the requirements of the Corporations Act, a proxy may be in such form as the Board may from time to time prescribe or in such other fonn as the chairperson of the meeti.ng may accept as sufficient, and sha11 be deposited with the secretary of the meeting before m11y volte ]s called under its authority, or at such earlier time and in such manner as the Board may prescribe.

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9.10 Adjournments

Any meeting of Members may be adjourned to any time and from time to time, and any business may be transacted at any adjourned meeting that might have been transacted at the original meeting from w-hich the adjournment took place. No notice is required of any adjourned meeting.

10. COMMITTEES

10.1 Executive Committee

The Board may appoint an executive committee of the Board, consisting of such Directors as may be determined by the Board.

10.2 Powers of the Executive Committee

The executive committee of the Board may exercise any of the powers of the Board, other than those powers exercised by the LRC, unless otherwise agreed to by the LRC, and the powers to make, alter and repeal the by-lmvs of the Corporation.

10.3 Audit Committee

The Board may appoint an audit committee of the Board, consisting of such Directors as may be determined by the Board.

10.4 Health, Wellness, and Safety Committee

The Board may appoint a health, wellness, and safety committee of the Board, consisting of such Directors as may be determined by the Board.

10.5 Other Committees

The Board may establish such other committees as it may consider desirable for carrying on the business of the Corporation.

U. LABOUR RELATIONS COMMITTEE

11.1 Appointment and Purpose

The Board shail constitute annually from among the Directors a committee to be known as the Labour Relations Committee (the "LRC"). The Board shall delegate to the LRC, and the LRC shall have the authority to revie\v, consider, manage and determine, all Labour Relation Matters including, without limitation, the bargaining strategy of the Corporation, and shall advise and assist the Board by making recorni'Tlendations for such Labour Relation Matters which only the Board has authority to determine pursuant to the Corporations Act.

11.2 Composition of the LRC

The composition of the LRC shall consist of all of the Directors comprising the Board.

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11.3 Removal of LRC Members

Any member of the LRC shall at any time cease to be a member thereof upon ceasing to be a Director. Subject to the foregoing, each member of the LRC shall hold office as such until the next annual meeting of the Members after his or her election as a Director.

11.4 Meetings

Meetings of the LRC may be held at any place within or outside Ontario as designated in the notice calling the meeting. Each Contractor Director who is a member of the LRC shall be entitled to invite a Designate to attend any LRC meeting, whether or not accompanied by such Contractor Director providing that such Designate has been previously approved in vvr:iting by the LRC. Each Designate shall be entitled to participate in an LRC meeting on behalf of the Contractor Director who invited such Designate to attend, but shall not have any other rights, powers or authority that the Corporations Act reserves to Directors, including the power to vote. The presence of the Designate will not count towards quorum. If all the members of the LRC present at or participating in a meeting consent, a meeting of the LRC may be held by means of telephone, electronic or other facilities which permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a member of the LRC participating in such a meeting by such means is deemed to be present at the meeting .. The LRC shall meet at least once every three months. Minutes of each meeting will be kept by the Secretary and distributed to the Board.

11.5 Notice

(1) Notice for any meeting shall be delivered to all members of the LRC at least 72 hours in advance of the scheduled meeting, provided that notice of any emergency meeting may be given not less than 12 hours p1ior thereto. Notice of any meeting shall be delivered, mailed or sent electronically or otherwise communicated in writing to each member of the LRC.

(2) lVIeetings of the LRC may be held at any time without formal notice if all of the members of the LRC are present or those absent have vvaived notice or have signified their assent in writing to such meeting being held in their absence. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any member of the LRC.

11.6 LRC Chairperson

(I) The LRC chairperson shall be elected by the members of the LRC from among their numbers.

(2) The LRC chairperson shall, when present, preside at all meetings of the LRC. In the absence of the LRC chairperson at a meeting of the LRC, the members of the LRC present shalI choose another member of the LRC to act as the chairperson of the meeting.

11.7 Quorum

A quomm at any meeting of the LRC shall be six members cons1strng of: (i) any three of the BP Directors, the HON Directors and the OPG Directors; and (ii) at least three of the Contractor Directors.

11.8 Decisions of the LRC

(1) Questions arising at any meeting of the LRC shall be decided by a majority of votes cast. The Contractor Directors shall each be entitled to exercise one vote at all meetings of the LRC. The

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BP Directors, HON Directors, and OPG Directors shall each be entitled to exercise at all meetings of the LRC the number of votes equal to 113 of the aggregate number of votes entitled to be exercised by the Contractor Directors as a group. Notwithstanding the foregoing and section 11.7, and in addition thereto:

(a) any question relating to the approval or ratification of a collective agreement relating to both Generation Projects and Transmission shall require the affirmative votes of the OPG Directors, the BP Directors and the HON Directors and a majority of the Contractor Directors present at the meeting in person or by electronic means;

(b) any question relating to the approval or ratification of a collective agreement relating to Generation Projects only shall require the affirmative votes of each of the OPG Directors, the BP Directors and a majority of the Contractor Directors present at the meeting in person or by electronic means; and

( c) any question relating to the approval or ratification of a collective agreement relating to Transmission only shall require the affirmative votes of the HON Directors and a majority of the Contractor Directors present at the meeting in person or by electronic means.

(2) In the case of an equality of votes, the chairperson of the LRC, in addition to his or her original vote, shall have a second or casting vote. A declaration by the chairperson of the LRC that a resolution has been carried and an entry to that effect in the minutes is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the resolution.

11.9 Board Approval

For greater certainty, if any Labour Relation Matters must be decided by the Board sitting as a whole pursuant to the Corporations Act, each decision of the LRC shall be presented as a recommendation of the LRC to the Board for approval; otherwise, each decision of the LRC shall not require any further authorization of the Board.

11.10 Amendments

No amendment to this Artide RI shaH be effective until it has been confirmed by at least hvo-thirds of the votes cast at an annual or general meeting of Members duly called for considering such amendment.

12. EXECUTION OF DOCUMENTS

12.1 Cheques, Drafts, Notes, Etc.

All cheques, drafts or orders for the payment of money and all notes and acceptances, bills of exchange and other security instruments sha!J be signed by the Officer or Officers or other person or persons in the manner from time to time prescribed by the Board.

12.2 Execution of Docl!llments

Documents requiring execution by the Corporation must be signed by the President together with any other officials as may be desilgnated from time to time by the Board and all documents so signed are binding upon the Corporation -;,vithout any further authorization or formality. The Board may from time to time appoint any Officer or Officers or any other person or persons on behalf of the Corporation, either to

15

co-sign documents generally or to co-sign specific documents. The corporate seal of the Corporation shall, when required, be affixed to documents executed in accordance with the foregoing.

12.3 Books and Records

The Board shall ensure that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute are regularly and properly kept.

13. BA1"KING ARRANGEMENTS

The Board shall designate, by resolution, the Officers and other persons authorized to transact the banking business of the Corporation, or any part thereof, with the bank, trust company or other corporation carrying on a banking business that the Board has designated as the Corporation's banker, to have the autho1ity set out in the resolution, including, unless otherwise restricted, the power to:

(a) operate the Corporation's accounts vvith the banker;

(b) make, sign, draw, accept, endorse, negotiate, lodge, deposit or transfer any of the cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money;

· ( c) issue receipts for and orders relating to any property of the Corporation;

( d) execute any agreement relating to any banking business and defining the rights and powers of the parties thereto; and

( e) authorize any officer of the banker to do any act or thing on the Corporation's behalf to facilitate the banking business.

14. BORROWING BY THE CORPORATION

14.1 Board May Borrow

Subject to the limitations set out in any by-laws of the Corporation, its letters patent or supplementary letters patent or as may be imposed by the Board from time to time, the Board may:

(a) borrow money on the credit of the Corporation; or

(b) charge, mortgage, hy-pothecate or pledge a!i or any of the real or personal property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Corporation.

14.2 Board Authorized Signatories

From time to time, the Board may authorize any Director, Officer or employee of the Corporation or any other person to make arrangements with reference to money borrowed or to be bonowed and as to the terms and conditions of the loan thereof, and as to the security to be given therefor, with power to vary or modify such arrangements, terms and conditions and to give such additional security as the Board may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation.

16

15. FINAl~CIAL YEAR

The financial year of the Corporation shall terminate on December 31 in each year or on such other date as the Board may from time to time by resolution determine.

16. NOTICE

16.I Computation of Time

In computing the date when notice must be given under any provision of the by-laws requiring a specified number of days' notice of any meeting or other event, the date of giving the notice is, unless otherwise provided, induded.

16.2 Omissions and Errors

The accidental omission to give notice of any meeting of the Board or Members or the non-receipt of any notice by any Director or Member or by the auditor of the Corporation or any error in any notice not affecti,qg its substance does not invalidate any resolution passed or any proceedings taken at the meeting. Any Director, Member or the auditor of the Corporation may at any time waive notice of any meeting and may ratify and approve any or all proceedings taken thereat.

17. BY-LAWS AND AMENDlWENTS, ETC.

17.] The Board may from time to time pass by-laws relating in any way to the Corporation or to the conduct of its affairs not contrary to the Corporations Act, its letters patent or supplementary letters patent.

17 .2 A by-law passed by the Board as provided in section I 7. I or any repeal, amendment or re-enactment thereof, unless in the meantime confirmed at a general meeting of the Members duly called for that purpose, is effective only until the next annual meeting of the Members and, unless confirmed thereat, ceases to have effect at and from that time, and in that case 110 new by-law of the same or like substance has any effect until confirmed at a general meeting of the Members.

18. EFFECTIVE DATE

This by-favv shall come into force without further formahl:y upon its enactment.

PRINCIPAL AGREEMENT

for

Generation Projects Construction

in the

Electrical Power Systems Sector

made and entered into

between

THE ELECTRICAL POWER SYSTEMS CONSTRUCTION ASSOCIATION

(hereinafter called "EPSCA ")

and

THEIBEW ELECTRICAL POWER COUNCIL OF ONTARIO

representing the following affiliated Local Unions 105,115,120,303,353,402,530,586,

773, 804, ' 1687' (hereinafter called the "Union")

May 1, 2015 - April 30, 2020

EPSCA I IBEW ELECTRICAL POWER COUNCIL OF ONTARIO GENERATION PROJECTS

Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 Section 7 Section 8 Section 9 Section 10 Section 11 Section 12 Section 13 Section 14 Section 15 Section 16 Section 17 Section 18

Tool List

Appendix A Appendix B Appendix C

Letter# 1

COLLECTIVE AGREEMENT

INDEX

Preamble Scope of Agreement Duration of Agreement Work Assignment Union Rights and Representatives Employee Designation Employment Practices/Hiring Hours of Work Wages and Pay Procedure Union and Benefit Funds Travel and Room and Board Allowance Tools and Clothing Grievances and Arbitrations Committees Lunchroom Facilities Association Fund Radiation Work Aboriginal Content Commitment

7 Day Coverage 7 Day Coverage- Nuclear Sites Major Refurbishment/Outages

Room and Board Allowance Understanding, North of the French River

1 1 5 6 9

10 12 15 21 23 24 30 32 36 38 38 39 40

42

43 45 47

48

Letter of Understanding #1- Employment Referrals 49 Letter of Understanding #2- Training 50 Letter of Understanding #3- Local Area Hiring Hall Practices 51 Letter of Understanding #4- Employment Practices/Hiring Hall Provisions 52 Letter of Understanding #5- Replacement of Travel Card Members 53 Letter of Understanding #6- Board Allowance on 4x10 Shift Schedule 54 Letter of Understanding #7- Travel Time within Locals 402 and 1687 55 Letter of Understanding #8- OPG Projects within Locals 402 and 1687 56 Letter of Understanding #9- Apprentice Room and Board Provisions 57 Letter of Understanding #10- De Novo 58

SECTION 1

100 Witnesseth

SECTION 2

200 Recognition

PREAMBLE

A. WHEREAS EPSCA is an Association formed to represent Employers engaged in construction industry work in the electrical power systems sector in collective bargaining and on their behalf enter into collective agreements covering those of their employees in the bargaining unit as hereinafter defined; and

WHEREAS the Union, as defined in the covering page of this Collective Agreement, has in its membership competent, skilled and qualified journeymen and apprentices to perform work coming within the trade and craft jurisdiction; and

WHEREAS EPSCA and the Union desire to mutually establish and stabilize wages, hours and working conditions for journeymen and apprentices employed by Employers within the electrical power systems sector of the construction industry, and further, to encourage closer co-operation and understanding between EPSCA and the Union to the end that a satisfactory, continuous and harmonious relationship will exist between the parties to this Agreement.

NOW THEREFORE, EPSCA and the Union mutually agree that the working conditions as set out below shall be applicable throughout the Province of Ontario.

SCOPE OF AGREEMENT

A. (i) EPSCA recognizes the Union as the exclusive collective bargaining agency for a bargaining unit as defined in Section 200 A (ii) engaged in construction industry work performed on Ontario Power Generation Inc. (OPGI) and Bruce Power LP facilities.

(ii) The bargaining unit shall comprise the classifications of electrician journeyman (including foreman and subforeman), electrician welder, electrician apprentice, communications electrician, Lineman and Apprentice Lineman. If additional classifications are required, they will be negotiated as appropriate for

EPSCA/IBEWEPCO Collective Agreement - Generation May 1, 2015 to April 30, 2020 Page 1

work on Ontario Power Generations Inc. (OPGI) and Bruce Power LP property.

(iii) Ontario Power Generation Inc. (OPGI) and Bruce Power LP generating facilities shall mean generating stations, hydraulic works, heavy water facilities, microwave and repeater stations and Miscellaneous Hydraulic Projects located on Ontario Power Generation Inc. (OPGI) and Bruce Power LP property but excludes the building of commercial-type office facilities at locations remote from operating facilities.

B. The terms and conditions of this Agreement will apply when contracts are awarded by Ontario Power Generation Inc. (OPGI) or Bruce Power LP to Employers in contractual relations with the IBEW, or otherwise required to apply the terms of this Agreement.

C. The Union recognizes EPSCA as the sole and exclusive collective bargaining agency for all of the Employers covered by this Agreement, and in all matters pertaining to the administration of this Collective Agreement.

D. The term "employee" shall include all employees of the Employers in the classifications as set out in Item A (ii) above.

E. A subforeman is an individual who exercises supervisory responsibility and may use the tools of the trade.

F. The term "Employers" shall include individual members of EPSCA and any company, partnership, sole proprietorship, joint venture, contractor, subcontractor or any person that agrees to be bound by the terms and conditions of this Agreement.

G. Notwithstanding the provisions contained in this Subsection, this Agreement does not alter existing agreements and practices operative between individual Employers and the Union with respect to General Foremen.

H. The classifications referred to in Item A (ii) do not establish craft jurisdiction. Such jurisdiction is established in accordance with Section 4 of this Collective Agreement.

EPSCA/IBEWEPCO Collective Agreement - Generation May 1, 2015 to April 30, 2020 Page 2

201

Form of Agreement

202 Geographic Jurisdiction

I. EPSCA and the Union agree that the use of nomenclature is meant to refer to both genders.

A. This Agreement shall consist of a master portion of general

application to the construction field forces represented by the Union together with the following Appendices and/or wage schedules of particular application to employees represented by the Union at Projects or in areas as noted in Subsection 202 below, and shall also be deemed to include any additional Appendix and/or wage schedule added, as the said Appendices and/or wage schedules may be revised by EPSCA and the Union from time to time.

A. Local Geographic Jurisdiction Project

Hamilton (105)

Quinte-St. Lawrence (Kingston) (115)

London (120)

Niagara (St. ( Catharines

Brant, Norfolk,Wentworth Counties and all that portion of Oxford County south of a straight east to west line

Nanticoke

connecting the Town Line Road and Newell Road in the Town of Tillsonburg, the townships of Seneca, Rainham, North Cayuga, South Cayuga, Onieda, and Walpole in Haldimand County, and that Portion of Halton County west of the Eighth Concession Line and south of Highway 401 in the Province of Ontario.

Counties of Prince Edward, Hastings, Lennox and Addington, Frontenac, Leeds, Grenville, Dundas, Stormont and Glengarry.

Counties of Elgin, Huron, Middlesex and that portion of the Restructured County of Oxford north of a straight east to west line connecting the Town Line Road and Newell Road in the Town of Tillsonburg in the Province of Ontario

The Niagara Region and the Peninsula portion of Haldimand­N orfolk Region east of the road

A. Beck

EPSCA/IBEWEPCO Collective Agreement - Generation May 1, 2015 to April 30, 2020 Page 3

(303)

Local

running south of Caistorville to Lake Erie.

Geographic Jurisdiction

Toronto The Regional Municipalities (Local 353 South)

Thunder Bay (402)

Samia (530)

Ottawa (586)

Windsor (773)

and Peel and that portion Duff erin County east of Highway

#10 and south ofHighway#9 and is part of the Town of Orangeville. That portion of Regional Municipality of Halton east of the Eighth Concession Line and south of 401 to Lake Ontario and the Municipality of Metro Toronto.

Districts of Thunder Bay, Rainy River and that portion of the District of Kenora bounded on the West by the Manitoba border and on the East by the 87° Meridian, in the Province of Ontario.

Lambton County.

Counties of Lanark, Regional municipality of Ottawa-Carleton Renfrew, Prescott and Russell in the Province of Ontario, and the entire Province of Quebec.

Essex and County and the. Municipality of Chatham-Kent.

Project

of York

Thunder Bay Atikokan

Lambton

Central The Region of Waterloo, Bruce Ontario (Kitchener) (804)

the Counties of Wellington, Perth, Bruce, Grey and Dufferin except that portion of DufferinCounty laying east of Hwy #10 and south of Hwy #9 and in that portion of Halton

EPSCA/IBEWEPCO Collective Agreement - Generation May 1, 2015 to April 30, 2020 Page 4

SECTION3

300

301 Notice

Local

Oshawa­Port Hope (353 East)

Sudbury (1687)

Georgian Bay (353 North)

Region north of Hwy 401 in the Province of Ontario.

Geographic Jurisdiction

Durham Region, Northumberland Victoria, Peterborough and Haliburton Counties in the Province of Ontario, and that portion of Simcoe County east of Lake Simcoe and Lake Couchiching.

Project

Pickering Darlington Wesleyville

Districts of Algoma, Cochrane, Nipissing Sudbury, Timiskaming, Manitoulin Island the District of Parry Sound, and the Sudbury Region save and except the Townships of Humphrey, Conger, Christie, Foley, Cowper, McKellar, McDougall and Hagerman; that portion of the District of Kenora bounded on the West by the 87° Meridian and on the East by the Quebec border in the Province of Ontario.

Barrie and Orillia, all of Simcoe County and the District Municipality of Muskoka and the Townships of Humphrey, Conger, Christie, Foley, Cowper, McKellar, McDougall and Hagerman in the County of Parry Sound, except the portion of Simcoe County east of Lake Simcoe and Lake Couchiching

DURATION OF AGREEMENT

A. This Agreement shall become effective May 1, 2015 and Duration will expire on April 30, 2020.

A. Either party to this Agreement may give notice in writing to the other party not more than 90 days prior to the expiry date and not less than 30 days prior to the expiry date of this Agreement and negotiations must begin within 15 days of the giving of notice. If there is no notice given of change or termination of this Agreement, as mentioned in this Section,

EPSCA/IBEWEPCO Collective Agreement - Generation May 1, 2015 to April 30, 2020 Page 5

302 Amendments

SECTION 4

400 Advance Notice

401 Work Assignment

this Agreement shall remain in effect from term to term thereafter.

A. This Agreement shall be subject to amendment at any time by mutual consent of the parties hereto. Any such amendment agreed upon shall be reduced to writing, signed by the parties hereto and approved by the International Office of the Union, the same as this Agreement.

WORK ASSIGNMENT

A. EPSCA will advise the Union of all new construction work corning under the scope of this Agreement for the construction field forces of the Employers.

EPSCA will convene a prejob conference before work commences to discuss the preliminary details of the proposed work to be performed and to establish conditions in accordance with this Agreement for the Project.

B. Subsequent prejob conferences will be convened by EPSCA before specific portions of work commence to discuss the final details of the work and to establish conditions in accordance with this Agreement for that work.

C. Upon the request of the Union a prejob conference will be convened by EPSCA.

D. EPSCA will provide written notice to the Union as far in advance as possible of new work and prejob conferences as noted in Item A and Item B above.

A. The Employer who has the responsibility for the work shall make a proposed assignment of the work involved. The Employer shall be responsible for providing copies of proposed assignments to the Union (International Office and Local Union Office). The Employer will specify a time limit for the Union to submit evidence supporting its claims. The Employer will evaluate all evidence submitted and make a final assignment of the work involved. This final assignment will be in accordance with the procedural rules established by the Plan for the Settlement of Jurisdictional Disputes in the Construction Industry. The Employer will advise the Union of the final assignments prior to the work commencing.

EPSCA/IBEWEPCO Collective Agreement - Generation May 1, 2015 to April 30, 2020 Page 6

When a jurisdictional dispute exists between unions and upon request by the IBEW, the Employer shall furnish the IBEW International Office a signed letter from a duly authorized official of the company on employer stationery, stating whether or not the Union was employed on specific types of work on a given project. The Employer agrees to consider evidence of established practices within the construction industry generally when making jurisdictional assignments.

B. A markup process will be utilized when an Employer intends to perform work on a project site*. The purpose of the markup process is to indicate to the Union the work which is planned to be carried out by the Employer in order to minimize the potential for jurisdictional disputes.

When work is to be performed on a project site and it meets the following criteria; same employer, same work, same project site, the markup process will not be required. This procedure shall not preclude the Union's right to contest previously disputed work. In the Electricity Production Zones when work falls within this criteria the EPSCA Office will send out a "Notification of Work" along with a copy of the original minutes of mark-up meeting(s) to the Local Unions prior to work commencing. This procedure shall not preclude the Unions' right to contest previously assigned work, if the work is in a Local Union jurisdiction other than the one it was marked up in.

When an Employer has work that is less than a three (3) week duration and there are ten (10) or fewer employees covered by EPSCA Collective Agreements employed on this specific work, the Union will be notified of the scope of work and the Employer's proposed work assignments. The Union will have two (2) weeks from the date of notification to submit jurisdictional claims and supporting evidence to the Employer for consideration. The Employer will notify the Union of the final work assignments prior to the commencement of the work.

All work that does not meet the criteria set out in paragraphs 2 and 3 above, will be reviewed and assigned at a markup meeting.

EPSCA/IBEWEPCO Collective Agreement - Generation May 1, 2015 to April 30, 2020 Page 7

* For the purposes of this Section, Nanticoke, Lambton, Bruce Nuclear Power Development (BNPD), Darlington, Pickering, and the five (5) Electricity Production Zones are each considered one project site.

EPSCA will provide written notice to the Union (International Office and Local Union Office) as far in advance as possible of markup meetings. The Union may attend these markup meetings and every effort will be made to settle questions of jurisdiction before the work is expected to commence.

The EPSCA representative will record the proposed assignments and jurisdictional claims and forward a copy of them within fifteen (15) working days to the Union (International Office and Local Union Office).

The parties recognize that circumstances may arise, particularly with discovery and emergency work, where the mark-up process may not be practical or possible. However, reasonable effort will be made by the Employer to adhere to the jurisdiction of the IBEW.

402 Jurisdictional Disputes

A. The jurisdiction of the Union shall be that jurisdiction established by agreements between International Unions claiming the work or decisions of record recognized by the AFL-CIO for the various classifications and the character of work performed.

B. In the event that a jurisdictional dispute arises over a work assignment, the Employer will make an assignment for the work to be done. If any Union or Unions disagree with such a work assignment, the parties will settle such jurisdictional dispute in accordance with procedure as outlined by the Plan for the Settlement of Jurisdictional Disputes in the Construction Industry, or any successor thereto.

C. In the event that a jurisdictional dispute cannot be settled on a local basis by the Unions involved, it shall be submitted to the International Unions involved for settlement without permitting it to interfere in any way with the progress of the work at any time. In the event the dispute is not settled by the International Unions involved, it shall then be submitted to the Plan for the Settlement of Jurisdictional Disputes in the Construction Industry for resolution. The International Representative of the Union will advise EPSCA in writing of his intent to submit a jurisdictional dispute to the Plan for the Settlement of Jurisdictional Disputes in the Construction

EPSCA/IBEWEPCO Collective Agreement - Generation May 1, 2015 to April 30, 2020 Page 8

PRINCIPAL AGREEMENT

for

Transmission System Construction

in the

Electrical Power Systems Sector

made and entered into

between

THE ELECTRICAL POWER SYSTEMS CONSTRUCTION ASSOCIATION

(hereinafter called "EPSCA")

and

THE IBEW ELECTRICAL POWER COUNCIL OF ONTARIO (hereinafter called "EPCO")

representing the following affiliated Local Unions 105,115,120,303,353,402,530,586,773,804,,1687,

(hereinafter called the "Union")

May 1, 2015 - April 30, 2020

section 1 Section 2 Section 3 Section 4 Section 5 Section 6 Section 7 Section 8 Section 9 Section 10 Section 11 Section 12 Section 13 Section 14 Section 15 Section 16 Section 17

INDEX

Preamble ............................................................................................................................. 1 Scope Of Agreement ........................................................................................................... 1 Duration Of Agreement ...................................................................................................... 4 Work Assignment ............................................................................................................... 4 Union Rights And Representatives ..................................................................................... 6 Employee Designation ........................................................................................................ 8 Union Security .................................................................................................................... 9 Employment Practicesffiiring ............................................................................................. 9 Hours Of Work ................................................................................................................. 12 Wages And Pay Procedure ................................................................................................ 16 Union And Benefit Funds ................................................................................................. 18 Travel And Room And Board Allowance ......................................................................... 20 Tools And Clothing .......................................................................................................... 24 Grievances And Arbitrations ............................................................................................ 26 Committees ....................................................................................................................... 29 Lunchroom Facilities ........................................................................................................ 31 Aboriginal Content Commitment ..................................................................................... 31

Tool List. ..................................................................................................................................................... 32 Letter ofUndertstanding #1 ........................................................................................................................ 33 Letter ofUndertstanding #2 ........................................................................................................................ 34 Letter of Undertstanding #3 ........................................................................................................................ 3 5 Letter ofUndertstanding #4 ........................................................................................................................ 36 Letter ofUndertstanding #5 ........................................................................................................................ 37 Letter ofUndertstanding #6 ........................................................................................................................ 38 Letter of Understanding #7 ......................................................................................................................... 38 Letter of Understanding #8 ......................................................................................................................... 39

SECTION 1

100 Witnesseth

SECTION 2

200 Recognition

PREAMBLE

A. WHEREAS EPSCA is an Association formed to represent Employers, including Hydro One, engaged in construction industry work in the electrical power systems sector in collective bargaining and on their behalf enter into collective agreements covering those of their employees in the bargaining unit as hereinafter defined; and

WHEREAS the Union, as defined in the covering page of this Collective Agreement, has in its membership competent, skilled and qualified journeymen and apprentices to perform work coming within the trade and craft jurisdiction; and

WHEREAS EPSCA and the Union desire to mutually establish and stabilize wages, hours and working conditions for journeymen and apprentices employed by Employers within the electrical power systems sector of the construction industry, and further, to encourage closer co-operation and understanding between EPSCA and the Union to the end that a satisfactory, continuous and harmonious relationship will exist between the parties to this Agreement.

NOW THEREFORE, EPSCA and the Union mutually agree that the working conditions as set out below shall be applicable throughout the Province of Ontario.

SCOPE OF AGREEMENT

A. EPSCA recognizes the Union as the exclusive collective bargaining agency for employees in a bargaining unit as defined in Section 200 C employed by contractors in contractual relations with the IBEW who are performing construction work for Hydro One on Hydro One property. This work includes the construction of Lines over 50 kV, Transformer Stations, Switchyards, Sub-stations, System Control Centres and system control associated telecommunication systems (including microwave and repeater stations). This work excludes the construction of Lines of 50 kV or under and the building of commercial-type office facilities at urban locations remote from operating facilities.

B. The terms and conditions of this Agreement will apply when contracts are awarded by Hydro One to Employers in contractual relations with the IBEW.

C. The bargaining unit under this Agreement shall comprise the following classifications:

Electrician Journeyman including Foreman and Subforeman Electrician Apprentice Lineman Journeyman including Foreman and Subforeman Communications Electrician Line Apprentice/Leamer

EPSCA/IBEWEPCO Collective Agreement - Transmission May 1, 2015 to April 30, 2020 Page 1

Electrical Welder Ground Work Foreman and Subforeman Groundman Groundman Driver Groundman Operator Utilityman

Any classification of employee may be required to perform the duties of an equal or lesser qualified classification provided that his wage rate is maintained.

An employee of any classification required to operate vehicles or work equipment shall have a current license as required by provincial legislation.

If additional classifications are required, they will be negotiated as appropriate for work in the electrical power systems sector.

' D. The Union recognizes EPSCA as the sole and exclusive collective bargaining agency for all of the Employers covered by this Agreement, and in all matters pertaining to the administration of this Collective Agreement.

E. The term "employee" shall include all employees of the Employers in the classifications as set out in Item C above.

F. A subforeman is an individual who exercises supervisory responsibility and may use the tools of the trade.

G. The term "Employers" shall include any company, partnership, sole proprietorship, joint venture, contractor, subcontractor or person in contractual relations with the Union that agrees to be bound by the terms and conditions of this Agreement.

H. The classifications referred to in Item C do not establish craft jurisdiction. Such jurisdiction is established in accordance with Section 4 of this Collective Agreement.

I. EPSCA and the Union agree the use of nomenclature is meant to refer to both genders.

J. Notwithstanding the provisions contained in this Subsection, this Agreement does not alter existing Agreements and practices operative between individual Employers and the Union with respect to General Foreman.

201 A. This Agreement shall consist of a master portion of general application to the Form of Agreement construction field forces represented by the Union together with the following

Appendices and/or wage schedules of particular application to employees represented by the Union in areas as noted in Subsection 202 below, and shall also be deemed to include any additional Appendix and/or wage schedules as may be revised by EPSCA and the Union from time to time.

EPSCA/IBEWEPCO Collective Agreement - Transmission May 1, 2015 to April 30, 2020 Page 2

202 Geographic Jurisdiction

A. Local

Hamilton (105)

Quinte-St. Lawrence (Kingston) (115)

London (120)

Niagara Peninsula (St. Catharines) (303)

Toronto (Local 353 South)

Thunder Bay (402)

Samia (530)

Ottawa (586)

Windsor (773)

Geographic Jurisdiction

Brant, Norfolk, Wentworth Counties and all that portion of Oxford County South of a straight east to west line Connecting the Town Line Road and Newall Road in the Town of Tillson burg, the townships of Seneca, Rainham, North Cayuga, South Cayuga, Oneida and Walpole in Haldimand County, and that Portion of Halton County west of the Eight Concession Line and South of Highway 401 in the Province of Ontario.

Counties of Prince Edward, Hastings Lennox and Addington, Frontenac, Leeds, Grenville, Dundas, Stormont and Glengarry.

Counties of Elgin, Huron, Middlesex and that portion of the Restructured County of Oxford north of a straight east to west line connecting the Town Line Road and Newell Road in the Town ofTillsonburg in the Province of Ontario.

The Niagara Region and the portion ofHalidmand-Norfolk Region east of the road running south of Caistorville to Lake Erie.

The Regional Municipalities of York and Peel and that portion of Dufferin County east of Highway # 10 and south of Highway #9 and is part of the Town of Orangeville. That portion of Regional Municipality of Halton east of the Eighth Concession Line and south of 401 to Lake Ontario and the Municipality of Metro Toronto.

Districts of Thunder Bay, Rainy River and that portion of the District ofKenora bounded on the West by the Manitoba border and on East by the 87° Meridian, in the Province of Ontario.

Lambton County.

Counties of Lanark, Regional Municipality of Ottawa­Carleton Renfrew, Prescott and Russell in the Province of Ontario and entire Province of Quebec.

Essex and County and the Municipality of Chatham-Kent.

EPSCA/IBEWEPCO Collective Agreement - Transmission May 1, 2015 to April 30, 2020 Page 3

SECTION3

300 Duration

301 Notice

302 Amendments

SECTION 4

400 Advance Notice

Central Ontario (Kitchener) (804)

Oshawa-Port Hope (353 East)

Sudbury (1687)

Georgian Bay ( 353 North)

The Region of Waterloo, the Counties of Wellington, Perth, Bruce, Grey and Dufferin except that portion of Dufferin County laying east of Hwy #10 and south of Hwy #9 and in that portion of Halton Region north of Hwy 401 in the Province of Ontario.

Durham Region, Northumberland Victoria, Peterborough and Haliburton Counties in the Province of Ontario, and that portion of Simcoe County east of Lake Simcoe and Lake Couchiching.

Districts of Algoma, Cochrane, Nipissing, Sudbury, Tirniskarning, Manitoulin Island, and District of Parry Sound, and the Sudbury Region save and except the townships of Humphrey, Conger, Christie, Foley, Cowper, McKellar, McDougall and Hagerman; that portion of the District of Kenora bounded on the West by the 87° Meridian and on the East by the Quebec border.

Barrie and Orillia, all of Simcoe County and the District Municipality ofMuskoka and the Townships of Humphrey, Conger, Christie, Foley, Cowper, McKellar, McDougall and Hagerman in the County of Parry Sound, except the portion of Simcoe County east of Lake Simcoe and Lake Couchiching.

DURATION OF AGREEMENT

A. This Agreement shall become effective May 1, 2015 and will expire on April 30, 2020.

A. Either party to this Agreement may give notice in writing to the other party not more than 90 days prior to the expiry date and not less than 30 days prior to the expiry date of this Agreement and negotiations must begin within 15 days of the giving of notice. If there is no notice given of change or termination of this Agreement, as mentioned in this Section, this Agreement shall remain in effect from term to term thereafter.

A. This Agreement shall be subject to amendment at any time by mutual consent of the parties hereto. Any such amendment agreed upon shall be reduced to writing, signed by the parties hereto and approved by the International Office of the Union, the same as this Agreement.

WORK ASSIGNMENT

A. EPSCA will endeavour to advise the Union of all new major work and, all sub-contracted work which comes under the scope of the Agreement.

EPSCA/IBEWEPCO Collective Agreement - Transmission May 1, 2015 to April 30, 2020 Page 4

401 Work Assignment

A. Regular mark-up meetings will be conducted for new major Transmission Systems Division, major Miscellaneous Projects work and all subcontracted construction work at times appropriate for the work in progress subject to the following.

When work is to be performed on a project site* and it meets the following criteria; same employer, same work, same project site, the mark-up process will not be required. This procedure shall not preclude the Union's right to contest previously disputed work.

When a Contractor or a Sub-contractor has work that is less than three (3) weeks in duration and there are ten (10) or fewer employees covered by the EPSCA Collective Agreements employed on this specific work, the Union will be notified of the scope of work and the Employer's proposed work assignments.

The Union will have two (2) weeks from the date of notification to submit jurisdictional claims and supporting evidence to the Employer for consideration. The Employer will notify the Union of the final work assignments prior to the commencement of the work.

The purpose of these mark-up meetings is to indicate to the Union the work which is about to be carried out by the Employers in order to minimize the potential for jurisdictional disputes. New work assignments will be made as outlined in the Procedural Rules and Regulations of the Plan for the Settlement of Jurisdictional Disputes in the Construction Industry.

EPSCA or the Employer with the approval ofEPSCA will provide written notice to the Union as far in advance as possible of mark-up meetings.

The Union will attend these mark-up meetings, and every effort will be made to settle questions of jurisdiction before the dates that Management indicates the work is expected to commence.

B. The jurisdiction of the Union shall be that jurisdiction established by agreements between International Unions claiming the work or decisions of record recognized by the AFL-CIO for the various classifications and the character of work performed.

C. In the event that a jurisdictional dispute arises over a work assignment, the Employer will make an assignment for the work to be done. Such assignment will remain in effect until the dispute is resolved and will not interfere in any way with the progress of the work. Jurisdictional disputes will not be the subject of a grievance under this Collective Agreement.

For the purposes of this Section, Lines and Stations will be considered a single project site.

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402 Jurisdictional Disputes

A. In the event that a jurisdictional dispute arises over a work assignment, the Employer will make an assignment for the work to be done. If any Union or Unions disagree with such a work assignment, the parties will settle such jurisdictional dispute in accordance with procedure as outlined by the Plan for the Settlement of Jurisdictional Disputes in the Construction Industry, or any successor thereto.

B. In the event that a jurisdictional dispute cannot be settled on a local basis by the Unions involved, it shall be submitted to the International Unions involved for settlement without permitting it to interfere in any way with the progress of the work at any time. In the event the dispute is not settled by the International Unions involved, it shall then be submitted to the Plan for the Settlement of Jurisdictional Disputes in the Construction Industry for resolution. The International Representative of the Union will advise EPSCA in writing of his intent to submit a jurisdictional dispute to the Plan for the Settlement of Jurisdictional Disputes in the Construction Industry and will identify in detail the work in question. The decision of the Plan for the Settlement of Jurisdictional Disputes in the Construction Industry will be final and binding to the parties to this Agreement.

C. EPSCA, or the Employer with the approval ofEPSCA, shall have direct recourse to the Plan for the Settlement of Jurisdictional Disputes in the Construction Industry when the Plan for the Settlement of Jurisdictional Disputes in the Construction Industry has under its consideration a dispute involving the assignment of work being done by employees who are covered by this Agreement.

SECTION 5 UNION RIGHTS AND REPRESENTATIVES

500 Accredited Union Representatives

501 Union Stewards

A. The Union will designate Union representatives as Accredited Union Representatives to handle the day-to-day administration of this Agreement on the basis of not more than two representatives from the Union for each Superintendent. The Union will notify the General Manager of EPSCA in writing of the names of such Union representatives, or alternates in the event of illness or unavailability, so that they may be issued identification cards to permit entry to work locations. Upon entering the work location, such representatives after identifying themselves to the EPSCA Representative and the authorized representative of the employer, will be free to observe the progress and conduct of the work and to conduct normal Union business associated with the administration of this Collective Agreement. The Union undertakes that these representatives will not unduly interfere in any way with said work

A. The Accredited Union Representative reserves the right to appoint or remove a Steward or Stewards on any construction site where workmen are employed under the terms of this agreement. If a Steward is transferred to another construction site, he will continue to be recognized as a Steward unless there is another Steward on that site. In such cases, the

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502 Certified Health & Safety Representatives

transferred Steward will not be recognized unless the Employer is notified by the Union.

B. The EPSCA Representative and the Employer shall be notified in writing when a Steward or Chief Steward is appointed and when such Stewards cease to act as Stewards.

C. The Steward will be responsible for his regularly assigned work on behalf of his Employer.

D. Such Stewards shall be allowed sufficient time to see that the provisions of this Agreement are observed.

E. No Steward shall be discriminated against by the Employer because of the performance of his duties as a Steward.

F. Provided he is qualified to do the work, a Steward who is working on a station or tower site where overtime is being worked shall be given the first opportunity to work on that overtime work.

Provided he is qualified to do the work, a Steward who is working in a work group where overtime is being worked on Saturdays, Sundays or Recognized Holidays shall be given the first opportunity to work.

G. Where appropriate and where more than one Steward is required, one Steward shall be appointed Chief Steward.

H. The Chief Steward, providing he is qualified to perform the work, shall not have his employment terminated or be transferred without the consent of the Accredited Union Representative until as near as possible to the completion of the job, unless with just cause. Where an Employer has only one Steward appointed for a job, such Steward will receive the same consideration given a Chief Steward as noted above.

I. The Employer shall notify the Union prior to transferring a Steward to another Superintendent.

A. Any worker acting as the designated certified Health & Safety Representative or certified alternate as defined by the Occupational Health & Safety Act shall be treated the same as Chief Stewards for purposes of lay-off. Providing he is qualified to perform the remaining work, the designated certified Health & Safety representative or certified alternate shall be the last to be laid off prior to the Chief Steward.

B. If management feels that any Health and Safety representative is not discharging his health and safety duties in a manner that follows the intent and spirit of the legislation, the Employer may refer the issue to the Executive Committee referred to in Section 15 for resolution. If the matter

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SECTION 6

600 Foremen and Sub foremen

cannot be resolved by the Executive Committee, the grievance procedure may be invoked.

EMPLOYEE DESIGNATION

A. It is understood that foremen and subforemen hold responsible positions in the relationship between the Employers and the Union. Both parties agree that every effort should be made to recruit and retain foremen and subforemen who have a high degree of efficiency in the performance of their jobs and in the handling of their men. Recognizing the responsibilities involved in being a supervisor and a member of the Union, the Employers and the Union will make every effort to minimize problems that may arise which concern the relationship between the foremen and subforemen, the Employers, and the Union.

B. The parties recognize the responsibilities of foremen and subforemen to discharge their managerial duties. If the Union feels that the foreman or subforeman is not discharging his managerial duties in a manner that is fair and equitable, or if an Employer feels that the Union is interfering with the foreman or subforeman in the performance of his managerial duties, the Employer or the Union may refer the problem to the Executive Committee referred to in Section 15 - Committees, Subsection 1500 - Executive Committee, for resolution. If the matter cannot be resolved by the Executive Committee, the grievance procedure may be invoked by either party.

C. The selection of foremen and subforemen will be the responsibility of the Employers. When making appointments to the foremen and subforemen levels, the Employers will give consideration to those employees they presently employ, however, this consideration does not create an obligation to make an appointment from these employees. The retention of foremen will be the exclusive right of the Employers.

D. Such foremen and subforemen shall be members of the IBEW and shall register in person or electronically at the Union office and shall be issued with clearance cards. The Employer may proceed with the employment of the foreman/subforeman if clearance has not been provided within three (3) working days unless the employee's union dues are in arrears.

E. In the interest of efficiency and productivity, the Employer shall have the right to move foremen and subforemen from construction site to construction site.

F. The rates of pay for all foremen and sub foremen covered by this Agreement will be set forth in the current wage schedules. EPSCA will provide the Union with current wage schedules.

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