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1997-113 To Authorize a Franchise Agreement between the Corporation and Centra Gas THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE BY-LAW NO. 97-113 A By-law to authorize a Franchise Agreement between the Corporation and Centra Gas Ontario Inc. . WHEREAS the Council of the Corporation deems it expedient to enter into the attached ftanchise agreement with Centra Gas Ontario Inc.; AND WHEREAS the Ontario Energy Board by its Order issued pursuant to The Municipal Franchises Act on the 3'd day of November, 1997 has approved the terms and conditions upon which and the period for which the ftanchise provided for in the attached agreement is proposed to be granted, and has declared and directed that the assent ofthe municipal electors in respect of this By-law is not necessary; AND WHEREAS Centra Gas Ontario Inc. has provided the Corporation with a consent to the repeal ofthe By-law hereinafter referred to: NOW THEREFORE be it enacted: 1. That the attached ftanchise agreement between the Corporation and Centra Gas Ontario Inc. is hereby authorized and the ftanchise provided for therein is hereby granted. 2. That the Mayor and the Clerk are hereby authorized and instructed on behalf of the Corporation to enter into and execute under its corporate seal and deliver the aforesaid agreement, which agreement is hereby incorporated into and shaH form part ofthis By-law. 3. That the By-laws referred to in Schedule "A" annexed hereto and forming part of this By-law are hereby repealed insofar as it applies to any area within the present geographic limits of the Corporation. Read a first and second time this 17'h day of December, 1997 Read a third time and finaHy passed this 17th day of December, 1997. THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE -~,/ /I L <.--~~''''&_- ~ Clerk, Lynda Aiken . r SCHEDULE "A" . By-Law No. 1976-40 passed by the Council ofthe Corporation of the former Township ofOrillia on the 4"' day of November, 1976; and By-Law No. 1365-84 passed by the Council of the Corporation of the former Township ofOro on the 15"' day of October, 1984. . . " . . 4(1 " FRANCHISE AGREEMENT THIS AGREEMENT made this /7~ay of BETWEEN: 191'7 hereinafter caned the "Corporation" - and - CENTRA GAS ONTARIO INC., a company incorporated under the laws of the Province of Ontario and having its Head Office in the City of North York, in the said province. hereinafter caned the "Gas Company" WHEREAS the Gas Company desires to distribute and sen gas in the Municipality upon the terms and conditions of this Agreement; AND WHEREAS by by-law passed by the Council of the Corporation (the "By-law"), the and the Clerk have been authorized and directed to execute this Agreement on behalf of the Corporation; :i - 31 II. Rights Granted 1. To provide gas service. . The consent of the Corporation is hereby given and granted to the Gas Company to supply gas in the Municipality to the Corporation and to the inhabitants of the Municipality. 2. To use road anowances, The consent of the Corporation is hereby given and granted to the Gas Company to enter upon an highways now or at any time hereafter under the jurisdiction of the Corporation and to lay, construct, maintain, replace, remove, operate and repair a gas system for the supply, distribution and transmission of gas in and through the Municipality. 3. Duration of Agreement and Renewal Procedures. The rights hereby given and granted shan be for a term of 20 years rrom the date of final passing of the By-law. At any time within two years prior to the expiration of this Agreement, either party may give notice to the other that it desires to enter into negotiations for a renewed rranchise upon such terms and conditions as may be agreed upon. Until such renewal has been settled, the terms and conditions of this Agreement shan continue, notwithstanding the expiration of this Agreement. Nothing herein stated shan preclude either party from applying to the Ontario Energy Board for a renewal of the Agreement pursuant to section 10 of the Municipal Franchises Act. ~ .. - 5 - . No excavation, opening or work which shaH disturb or interfere with the surface of the traveHed portion of any highway shaH be made or done unless a permit therefor has first been obtained from the Engineer/Road Superintendent and aH works shaH be done to his satisfaction. The Engineer/Road Superintendent's approval, where required throughout this section, shaH not be withheld unreasonably. 2. As Built Drawings. The Gas Company shaH not deviate from the approved location for any part of the gas system unless the prior approval of the Engineer/Road Superintendent to do so is received. After completion of the construction, where plans were initiaHy filed, an "as built" plan of equal quality to the preconstruction plan or certification that the preconstruction plan is "as built" will be filed with the Engineer/Road Superintendent. 3. Emergencies In the event of an emergency involving the gas system, the Gas Company will proceed with the work and in any instance where prior approval of the Engineer/Road Superintendent is normaHy required, shaU use its best efforts to immediately notify the Engineer/Road Superintendent of the location and nature of the emergency and the work being done and, if it deems appropriate, notify the police force having jurisdiction. /I(' ,>. - ~ . . - 7 - 6. Alternative Easement The Corporation agrees, in the event of the proposed sale or closing of any highway or any part of a highway where there is a gas line in existence, to give the Gas Company reasonable notice of such proposed sale or closing and to provide, if it is feasible, the Gas Company with easements over that part of the highway proposed to be sold or closed sufficient to anow the Gas Company to preserve any part of the gas system in its then existing location. In the event that such easements cannot be provided, the Corporation will share, as provided in clause III, 7 of this Agreement, in the cost of relocating or altering the gas system to facilitate continuity of gas service. 7. Pipeline Relocation If in the course of constructing, reconstructing, changing, altering or improving any highway or any municipal works, the Corporation deems that it is necessary to take up, remove or change the location of any part of the gas system, the Gas Company shan, upon notice to do so, remove and/or relocate within a reasonable period of time such part of the gas system to a location approved by the Engineer/Road Superintendent. Where any part of the gas system relocated in accordance with this section is located on a bridge, viaduct or structure, the Gas Company shan alter or relocate, at its sole expense, such part of the gas system. Where any part of the gas system relocated in accordance with this section is located other than on a bridge, viaduct or structure, the costs of relocation shan be shared between the Corporation and the Gas Company on the basis of the total relocation costs, excluding the value of any upgrading of the gas system, and . . If IV - 9 - Procedural And Other Matters 1. Municipal By-laws of General Application. This Agreement and the respective rights and obligations hereunto of the parties hereto are hereby declared to be subject to the provisions of all regulating statutes and all municipal by-laws of general application and to all orders and regulations made thereunder from time to time remaining in effect save and except by-laws which impose permit fees and by-laws which have the effect of amending this Agreement. 2. Giving Notice Notices may be given by delivery or by mail, and if mailed, by prepaid registered post, to the Gas Company at its head office or to the Clerk of the Corporation at its municipal offices, as the case may be. 3. Disposition of Gas System During the term of this Agreement, if the Gas Company abandons a part of its gas system affixed to a bridge, viaduct or structure, the Gas Company shall, at its sole expense, remove that part of its gas system affixed to the bridge, viaduct or structure. If at any time the Gas Company abandons any other part of its gas system, it shall deactivate that part of its gas system in the Municipality. Thereafter, the Gas Company shaU have the right, but nothing herein contained shaU require it, to remove its gas system. If the Gas Company fails to remove its gas system and the Corporation requires the removal of aU or any of the gas system for the purpose of altering or improving a highway or in order to facilitate the , " . . <II. - FRANCHISE AGREEMENT THIS AGREEMENT made this n~ay of BETWEEN: 19'1/ hereinafter called the "Corporation" - and- CENTRA GAS ONTARIO INC., a company incorporated under the laws of the Province of Ontario and having its Head Office in the City of North York, in the said province. hereinafter called the "Gas Company" WHEREAS the Gas Company desires to distribute and sell gas in the Municipality upon the terms and conditions of this Agreement; AND WHEREAS by by-law passed by the Council of the Corporation (the "By_law"), the and the Clerk have been authorized and directed to execute this Agreement on behalf of the Corporation; .. - 2 - " THEREFORE the Corporation and the Gas Company agree as follows: L Definitions 1. In this Agreement: (a) "gas" means natural gas, manufactured gas, synthetic natural gas, liquefied petroleum gas or propane-air gas, or a mixture of any of them, but does not include a liquefied petroleum gas that is distributed by means other than a pipeline; . ~.W~ (b) "gas system" means such mains, plants, pipes, conduits, services, valves, regulators, curb boxes, stations, drips or such other equipment as the Gas Company may require or deem desirable for the supply, transmission and distribution of gas in or through the Municipality; (c) "highway" means all common and public highways and shall include any bridge, viaduct or structure forming part of a highway, and any public square, road allowance or walkway and shall include not only the traveJled portion of such highway, but also ditches, driveways, sidewalks, and sodded areas forming part of the road allowance now or at any time during the term hereof under the jurisdiction of the Corporation; (d) "Municipality" means the territorial limits of the Corporation on the date when this Agreement takes effect, and any territory which may thereafter be brought within the jurisdiction of the Corporation; (e) "Engineer/Road Superintendent" means the most senior individual employed by the Corporation with responsibilities for highways within the Municipality or the person designated by such senior employee or such other person as may from time to time be designated by the Council of the Corporation. . :i - 3 - II. Rights Granted 1. To provide gas service. The consent of the Corporation is hereby given and granted to the Gas Company to supply gas in the Municipality to the Corporation and to the inhabitants of the Municipality. 2. To use road allowances. The consent of the Corporation is hereby given and granted to the Gas Company to enter upon all highways now or at any time hereafter under the jurisdiction of the Corporation and to lay, construct, maintain, replace, remove, operate and repair a gas system for the supply, distribution and transmission of gas in and through the Municipality. 3. Duration of Agreement and Renewal Procedures. The rights hereby given and granted shall be for a term of 20 years from the date of final passing of the By-law. At any time within two years prior to the expiration of this Agreement, either party may give notice to the other that it desires to enter into negotiations for a renewed franchise upon such terms and conditions as may be agreed upon. Until such renewal has been settled, the terms and conditions of this Agreement shall continue, notwithstanding the expiration of this Agreement. Nothing herein stated shall preclude either party from applying to the Ontario Energy Board for a renewal of the Agreement pursuant to section 10 of the Municipal Franchises Act. - 4 - III. Conditions 1. Approval of Construction. Before beginning construction of or any extension or change to the gas system (except service laterals which do not interfere with municipal works in the highway), the Gas Company shaH file with the Engineer/Road Superintendent a plan, satisfactory to the Engineer/Road Superintendent, drawn to scale and of sufficient detail considering the complexity of the specific location, showing the highways in which it proposes to lay its gas system and the particular parts thereof it proposes to occupy. Geodetic information wi]] not be required except in complex urban intersections in order to facilitate known projects, being projects which are reasonably anticipated by the Engineer/Road Superintendent. The Engineer/Road Superintendent may require sections of the gas system to be laid at a greater depth than required by CAN/CSA-ZI84-M92 to facilitate known projects. The location of the work as shown on the said plan must be approved by the Engineer/Road Superintendent before the commencement of the work and the timing, terms and conditions relating to the instaHation of such works shaH be to his satisfaction. Notwithstanding the provisions of the above noted paragraph, in the event it is proposed to affix a part of the gas system to a bridge, viaduct or structure, the Engineer/Road Superintendent may, if the Engineer/Road Superintendent approves of such location, require special conditions or a separate agreement. ~ . ~ '> - 5 - . No excavation, opening or work which shall disturb or interfere with the surface of the travelled portion of any highway shall be made or done unless a permit therefor has first been obtained from the Engineer/Road Superintendent and all works shall be done to his satisfaction. The Engineer/Road Superintendent's approval, where required throughout this section, shall not be withheld unreasonably. 2. As Built Drawings. The Gas Company shall not deviate from the approved location for any part of the gas system unless the prior approval of the Engineer/Road Superintendent to do so is received. After completion of the construction, where plans were initially filed, an "as built" plan of equal quality to the preconstruction plan or certification that the preconstruction plan is "as built" will be filed with the Engineer/Road Superintendent. 3. Emergencies In the event of an emergency involving the gas system, the Gas Company will proceed with the work and in any instance where prior approval of the Engineer/Road Superintendent is normally required, shall use its best efforts to immediately notify the Engineer/Road Superintendent of the location and nature of the emergency and the work being done and, if it deems appropriate, notify the police force having jurisdiction. .. ,. - 6 - 4. Restoration The Gas Company shaH weH and sufficiently restore, to the reasonable satisfaction of the Engineer/Road Superintendent, aH highways, municipal works or improvements which it may excavate or interfere with in the course of laying, constructing, repairing or removing its gas system, and shaH make good any settling or subsidence thereafter caused by such excavation or interference. If the Gas Company fails at any time to do any work required by this paragraph within a reasonable period of time, the Corporation may do or cause such work to be done and the Gas Company shaH, on demand, pay any reasonable account therefor as certified by the Engineer/Road Superintendent. . 5. Indenmification The Gas Company shaH, at aH times, indenmify and save harmless the Corporation from and against aH claims, including costs related thereto, for aH damages or injuries including death to any person or persons and for damage to any property, arising out of the Gas Company operating, constructing, and maintaining its gas system in the Municipality, or utilizing its gas system for the carriage of gas owned by others. Provided that the Gas Company shaH not be required to indemnify or save harmless the Corporation from and against claims, including costs related thereto, which it may incur by reason of damages or injuries including death to any person or persons and for damage to any property, resulting from the negligence or wrongful act of the Corporation, its servants, agents or employees. It " ' , - 7 - 6. Alternative Easement . The Corporation agrees, in the event of the proposed sale or closing of any highway or any part of a highway where there is a gas line in existence, to give the Gas Company reasonable notice of such proposed sale or closing and to provide, if it is feasible, the Gas Company with easements over that part of the highway proposed to be sold or closed sufficient to anow the Gas Company to preserve any part of the gas system in its then existing location. In the event that such easements cannot be provided, the Corporation will share, as provided in clause III, 7 of this Agreement, in the cost of relocating or altering the gas system to facilitate continuity of gas service. . 7. Pipeline Relocation If in the course of constructing, reconstructing, changing, altering or improving any highway or any municipal works, the Corporation deems that it is necessary to take up, remove or change the location of any part of the gas system, the Gas Company shan, upon notice to do so, remove and/or relocate within a reasonable period of time such part of the gas system to a location approved by the Engineer/Road Superintendent. Where any part of the gas system relocated in accordance with this section is located on a bridge, viaduct or structure, the Gas Company shan alter or relocate, at its sole expense, such part of the gas system. Where any part of the gas system relocated in accordance with this section is located other than on a bridge, viaduct or structure, the costs of relocation shan be shared between the Corporation and the Gas Company on the basis of the total relocation costs, excluding the value of any upgrading of the gas system, and , " ,. I - 8 - deducting any contribution paid to the Gas Company by others in respect to such relocation; and for these purposes, the total relocation costs shan be the aggregate of the fonowing: (a) the amount paid to Gas Company employees up to and including field supervisors for the hours worked on the project plus the current cost of fringe benefits for these employees, . (b) the amount paid for rental equipment while in use on the project and an amount, charged at the unit rate, for Gas Company equipment while in use on the project, ,- (c) the amount paid by the Gas Company to contractors for work related to the project, (d) the cost to the Gas Company for materials used in connection with the project, and (e) a reasonable amount for project engineering and project administrative costs which shan be 22.5 % of the aggregate of the amounts determined in items (a), (b), (c) and (d) above. The total relocation costs as calculated above shan be paid 35 % by the Corporation and 65 % by the Gas Company. 8. Notice to Drainage Superintendent In a case where the gas system may affect a municipal drain, the Gas Company shan file with the Drainage Superintendent, for purposes of the Drainage Act, or other person responsible for the drain, a copy of the plan required to be filed with the Engineer/Road Superintendent. ~ . - 9 - IV Procedural And Other Matters 1. Municipal By-laws of General Application. . This Agreement and the respective rights and obligations hereunto of the parties hereto are hereby declared to be subject to the provisions of aU regulating statutes and aU municipal by-laws of general application and to aU orders and regulations made thereunder from time to time remaining in effect save and except by-laws which impose permit fees and by-laws which have the effect of amending this Agreement. 2. Giving Notice Notices may be given by delivery or by mail, and if mailed, by prepaid registered post, to the Gas Company at its head office or to the Clerk of the Corporation at its municipal offices, as the case may be. 3. Disposition of Gas System During the term of this Agreement, if the Gas Company abandons a part of its gas system affixed to a bridge, viaduct or structure, the Gas Company shall, at its sole expense, remove that part of its gas system affixed to the bridge, viaduct or structure. If at any time the Gas Company abandons any other part of its gas system, it shall deactivate that part of its gas system in the Municipality. Thereafter, the Gas Company shall have the right, but nothing herein contained shall require it, to remove its gas system. If the Gas Company fails to remove its gas system and the Corporation requires the removal of all or any of the gas system for the purpose of altering or improving a highway or in order to facilitate the - 10 - construction of utility or other works in any highway, the Corporation may remove and dispose of so much of the deactivated gas system as the Corporation may require for such purposes and neither party shaH have recourse against the other for any loss, cost, expense or damage occasioned thereby. 4. Agreement Binding Parties This Agreement shaH extend to, benefit and bind the parties thereto, their successors and assigns, respectively. IN WITNESS WHEREOF the parties hereto have duly executed these presents with effect from the date first above written. THE CORPORATION OF THE ,vt,- l:sae~.1 !114A.-ytJv 7(_ .~ /!:L Clerk ----_._.- CENTRA GAS ONTARIO INC r~- ~ / /~y (~Z L- {/ 'JI . .