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HomeMy WebLinkAbout99-68 - r THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW 99-68 being a by-law to authorize a Franchise Agreement between the Corporation of the Municipality.of Clarington and The Consumers' Gas Company Ltd. and to repeal By-law 78-8 WHEREAS the Council of the Corporation of the Municipality of Clarington deems it expedient to enter into a Franchise Agreement with The Consumers' Gas Company Ltd.; AND WHEREAS the Ontario Energy Board by its Order issued pursuant to The Municipal Franchises Act on the I lt"day of March 1999, has approved the terms and conditions upon which and the period for which the franchise provided for in the agreement is proposed to be granted, and has declared and directed that the assent of the municipal electors in respect of this by-law is not necessary; AND WHEREAS The Consumers' Gas Company Ltd. has provided the Corporation with a consent to the repeal of By-law 78-8; NOW THEREFORE BE IT ENACTED: 1. THAT the Franchise Agreement between the Corporation and The Consumers' Gas Company Ltd., is hereby authorized and the franchise provided for therein is hereby granted. 2. THAT the Mayor and Municipal 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 shall form part of this By-law. 3. THAT by-law 78-8 is hereby repealed insofar as it applies to any area within the present geographic limits of the Corporation. By-law read a first and second time this 31St day of May 1999 By-law read a third time and finally passed this 31 St day of May 1999 AYOR r MUNICIPAL CLERK i , r THE CONSUMERS' GAS COMPANY LTD. FRANCHISE AGREEMENT THIS AGREEMENT made this 28th day of June , 1999 BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON hereinafter called the"Corporation" -and- THE CONSUMERS'GAS COMPANY LTD. 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 Mayor and the Clerk have been authorized and directed to execute this Agreement on behalf of the Corporation; THEREFORE the Corporation and the Gas Company agree as follows: Definitions I. 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; (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 travelled 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. 1 S:\LEGALW EGGo\AFRANCMRENEWALS\AGTCLAR.SAM i 11 Rights Granted 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 twenty(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. III Conditions I. 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 shall 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 will 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-Z184-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 installation of such works shall 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. 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 rights given and granted for a first agreement shall be for a term of 20 years.The rights given and granted for any subsequent agreement shall be for a term of not more than 15 years.unless both parties agree to extend the term to a term of 20 years maximum. 2 S:\LEGALWEGGOWRANCH\.RENEWALS\AGTCLAR.SAM 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 pre-construction plan or certification that the pre-construction 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. 4. Restoration. The Gas Company shall well and sufficiently restore,to the reasonable satisfaction of the Engineer/Road Superintendent,all 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 shall 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 shall,on demand,pay any reasonable account therefor as certified by the Engineer/Road Superintendent. 5. Indemnification. The Gas Company shall,at all times,indemnify and save harmless the Corporation from and against all claims,including costs related thereto,for all 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 shall 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. 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 allow 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 Ill,7 of this Agreement,in the cost of relocating or altering the gas system to facilitate continuity of gas service. 3 S:U LEGAIWEGGOV%FRANCMRENEWAISWGTCI AR SAM 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 shall,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 shall 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 shall 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 deducting any contribution paid to the Gas Company by others in respect to such relocation;and for these purposes,the total relocation costs shall be the aggregate of the following: (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 shall 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 shall 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 shall 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. IV Procedural And Other Matters I. Municipal Sy-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. 4 S:ULEGAL%REGGOVIFRANCIAR ENE WALS WGTCLAR.SAM 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 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 shall have recourse against the other for any loss,cost,expense or damage occasioned thereby. 4. Agreement Binding Parties. This Agreement shall 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 MUNICIPALITY OF CLARIN TO Mayor Clerk THE C SUMERS' GAS COMPANY LTD. APPROVED TO FORP4 F =:GAL James A. Schultz Vice President, Operations 5 S:U.EGALW EGGOV\FRANCtARENEWALS%AGTCLAR.SAM . ' a DATED 19 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON -and- THE CONSUMERS'GAS COMPANY LTD. FRANCHISE AGREEMENT I THE CONSUMERS'GAS COMPANY LTD. Atria 111,Suite 1100 2225 Sheppard Avenue East North York,Ontario M2.1 5C2 Attention: Legal Department 6 THE CORPORATION OF THE TOWN OF NEWCASTLE By-Law No. 78-8 Being a by-law to authorize a Franchise Agreement between the Corporation and the Consumers' Gas Company. WHEREAS the Council of the Corporation deems it expedient to enter into the attached franchise agreement with The Consumers' Gas Company; AND WHEREAS the Ontaric Energy Board by its Order issued pursuant to The Municipal Franchises Act on the 9th day of January, 1978 has approved the terms and conditions upon which and the period for which the franchise provided for in the attached agreement is proposed to be granted, and has declared and directed that the assent of the municipal electors in respect of this By-law is not necessary AND WHEREAS The Consumers' Gas Company has previded the Corporation with a consent to the repeal of certain By-laws hereinafter referred to; NOW THEREFORE BE IT ENACTED: 1. THAT the attached franchise agreement between the Corporation and The Consumers Gas Company is hereby authorized and the franchise provided for therein is hereby granted. 2. THAT the Mayor and 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 shall form part of this 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 they apply to any area within the present geographic limits of the Corporation. By-Law Read a First and �econd Time this 13th day of February, 1978. By-Law Read a Third Time and Finally Passed this . .L . .L: day of . . . . .�.�.. ✓; 1978. G.B. Rickard �y Mayor J.M. McIlroy � - Clerk / /\|RO & BERUS BARRISTERS mSOLICITORS ' ^� "� '= , ~ `,^_~" TELEPHONE(4161364-1241 " .,^ ' . ~~.. ,^"~, CABLE w^x.ws ronow`o rsLcx oazzroa rELscop/ce ~.'�."" C ~�'. ���� �~ ���, `s`~ rLoon, 'oR^ ccw,ns � F��,�. ws x.wo STREET WEST ^°.^`" , ,,`' .oRowro.cAwAoA *sx e_13 February 23, (978. ' J'.M. K4cDroy, Clerk, ^ Town of Newcastle, 40 Ternperance5trect, ` RownnanvUle^ (]ntario. ` UC 3A6. ._ ' Dcar Sir: Re: The Consumers' Gas Company ' ____'viunicV»a/ Gas Franchise------- 8y Law (�o. / vv Furt|�ert« your |cttc' of February 15th last, we enclose two copies o[ - a-u /t the he anncxed franchise .igroc'ncnts di/|y executed by The Consumers' Gas Company. application. We thank you for ym/r co-uperati°n v/ith rcqpccr to this franchise Yours very truly, pYA/ccs ' Y. Atkinson. Enclosures c.c. Mr. l. Fu�an � ' / f ' THE CORPORATION OF THE TOWN OF NEWCASTLE BY-LAW NUMBER A BY-LAW TO AUTHORIZE A FRANCHISE AGREEMENT BETWEEN THE CORPORATION AND THE CONSUMERS' GAS COMPANY WHEREAS the Council of the Corporation deems it expedient to enter into the attached franchise agreement with The Consumers' Gas Company; AND WHEREAS the Ontario Energy Board by its Order issued pursuant to The Municipal Franchises Act on the 9th day of January 1978 has approved the terms and conditions upon which and the period for which the franchise provided for in the attached agreement is proposed to be granted, and directed and has declared/that the assent of the municipal electors in respect of this By-law is not necessary; AND WHEREAS The Consumers' Gas Company has provided the Corporation with a consent to the repeal of certain By-laws hereinafter referred to; NOW THEREFORE BE IT ENACTED: 1. That the attached franchise agreement between the Corporation and The Consumers' Gas Company is hereby authorized and the franchise provided for therein is hereby granted. 2. That the Mayor and 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 shall form part of this 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 they apply to any area within the present geographic limits of the Corporation. ENACTED AND PASSED this ' day of ( '�`` i"`"j 19 78. L 1 Clerk mayor 084.01(Rev. 1/77) THIS AGREEMENT made the day of �,.. �(,���w ,,"I 19 7 BETWEEN: THE CONSUMERS' GAS COMPANY hereinafter called the "Company" OF THE FIRST-PART and THE CORPORATION OF THE TOWN OF NEWCASTLE hereinafter called the "Municipality" OF THE SECOND PART WHEREAS the Company desires to distribute and sell gas(which term shall mean and include natural gas, manufactured gas, synthetic gas, or liquefied petroleum gas, and includes any mixture of natural gas, manufactured gas,synthetic gas,or liquefied petroleum gas,but does not include a liquefied petroleum gas that is distributed by means other than a pipe line)in the Municipality upon the terms and conditions hereinafter set forth. AND WHEREAS by By-law passed by the Council of the Municipality, the Mayor and Clerk of the Municipality have been authorized and directed to execute,seal and deliver this Agreement on behalf of the Municipality. NOW THEREFORE THIS AGREEMENT WITNESSETH that for valuable consideration,(the receipt and sufficiency of which is hereby acknowledged): 1. The consent, permission and authority of the Municipality are hereby given and granted to the Company, to supply gas to the Municipality and to the inhabitants thereof and to enter upon all highways now or at any time hereafter within the jurisdiction of the Municipality and to lay,maintain,operate and repair such mains and pipes as the Company may require therein and thereon for the transmission and supply of gas in and through the Municipality together with the right to construct, maintain and repair all necessary regulators, valves, curb boxes, safety appliances and other appurtenances that may be necessary in connection with the transmission and supply of gas in the Municipality. 2. The Company shall well and sufficiently restore forthwith to as good condition as they were in before the commencement of the Company's operation to the satisfaction of the Municipal Engineer(which term means from time to time such employee of the Municipality as the Municipality shall have designated as such for the purposes of this Agreement, or failing such designation, the senior employee of the Municipality for the time being charged with the administration of public works and highways in the Municipality)all highways, squares and public places which it may excavate or interfere with in the course of laying, constructing,or repairing or removing of its mains, pipes,regulators, valves, curb boxes, safety appliances and other appurtenances and shall make good any settling or subsidence thereafter caused by such excavation, and further, in the event of the Company failing at any time to do any work required by this Section the Municipality may forthwith have such work done and charged to and collect from the Company the cost thereof and the Company shall on demand pay any reasonable account therefor certified by the Municipal Engineer. 3. The Company shall, at all times, wholly indemnify and save harmless the Municipality from and against all loss, damage and injury and expense to which the Municipality may be put by reason of any damage or injury to persons or property caused by the construction, repair, maintenance or operation by the Company of any of its works in the Municipality provided, however, that the Company shall not be required to indemnify or save the Municipality harmless against loss, damage, injury and expense if the same is caused by the imprudence, neglect, or want of skill of employees or agents of the Municipality. The Company agrees that this clause shall have force and effect from August 21st, 1976, to the date of the expiration of this agreement. 4. Except in the event of emergency no excavation, opening or work which shall disturb or interfere with the service of any highway shall be made or done unless a permit therefor has first been obtained from the said Municipal Engineer, and all such work shall be done under his supervision, and to his satisfaction. In the event of an emergency, where no permit has been first obtained, the Company shall as soon as possible give notice in writing to the Corporation of the work done or being done. 5. The location of all pipes and works on said highways shall be subject to the direction and approval of the Municipal Engineer and all such pipes and works, whenever it may be reasonable and practicable, shall be laid in and along the sides of said highways. 6. The Company before beginning any new work in the said Municipality under this Agreement, save and except lateral service pipes,shall file with the Municipal Engineer a plan drawn to scale showing the highways in which it proposes to lay mains, and pipes, and the particular parts thereof it proposes to occupy for any of such purposes together with definite written specifications of the mains,pipes and works proposed to be laid or constructed by it, specifying the materials and dimensions thereof,and the depth at which the same are to be laid, and similar plans and specifications shall be filed with the said Municipality of all extensions of,or additions to such mains,pipes,or works before any such extensions or addition shall be begun. Provided further that the Company shall provide the Municipal Engineer with a revised plan of the location of any main should there be any alteration in the plan originally filed with the Municipal Engineer. 7. The Company shall use at all times proper and practicable means to prevent the escape or leakage of gas from its mains and pipes and the causing of any damage or injury therefrom to any person or property. 8. The rates to be charged and collected and the terms of service to be provided by the Company for gas supplied by it under this franchise shall be the rates and the terms of service approved or fixed by the Ontario Energy Board or by any other person or body having jurisdiction to approve or fix such rates or terms of service. Any application to approve or fix rates to be charged and collected or terms of services to be provided by the Company for gas supplied by it shall be made in accordance with The Ontario Energy Board Act,R.S.O. 1970,Chapter 312,as amended from time to time or any other statute regulating such application. 9. The Municipality will not build or permit any Commission or other public utility or person to build any structure or structures encasing any mains or pipes of the Company. 10. (a)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 to all orders and regulations made thereunder and from time to time remaining in effect; and in event of any dispute or disagreement between the parties hereto as to the meaning or interpretation of anything herein contained or as to the performance or non-performance by either of such parties of any of the provisions hereof or as to the respective rights and obligations of the parties hereto hereunder, either of such parties may refer such dispute or disagreement to arbitration under the provisions of Paragraph 10 (b) hereof. (b) Whenever The Municipal Arbitrations Act R.S.O. 1970, Chapter 286 shall extend and apply to the Municipality any references to arbitration pursuant to the provisions of Paragraph 10(a) hereof shall be to the Official Arbitrator appointed under the Act and shall be governed by the provisions of that Act. At any other time the procedure upon an arbitration pursuant to the provisions of the said Paragraph 10 (a) shall be as follows; Within thirty days after the written request of either of the parties hereto for arbitration each of them shall appoint one arbitrator and the two so appointed shall, within thirty days after the expiring of such thirty day period select a third. In case either of the parties hereto shall fail to name an arbitrator within thirty days after the said written request for arbitration, the arbitrator appointed shall be the only arbitrator. In case the two arbitrators so appointed are unable to agree on a third arbitrator within thirty days after the expiry of the first thirty day period above mentioned, application shall be made as soon as reasonably possible to any Judge of the Supreme Court of Ontario for the appointment of such third arbitrator. The arbitrator or arbitrators so appointed shall have all the powers accorded arbitrators by The Arbitration Act, R.S.O. 1970, Chapter 25 as from time to time amended, or any Act in substitution therefor. The decision of the said arbitrator or arbitrators (or of a majority of such arbitrators) shall be final and binding on the parties hereto. 11. In the event of the Company being prevented from carrying out its obligations under this Agreement by reason of any cause beyond its control, the Company shall be relieved from such obligations while such disability continues and in the event of dispute as to the existence of such disability such dispute shall be determined as hereinbefore provided. Provided, however, that the provisions of this Paragraph 11 shall not relieve the Company from any of its obligations as set out in Paragraph 3 hereof. 12. The franchise hereby granted shall be for a term of twenty (20)years from and after the final passing of the By-law;provided that if at anytime prior to the expiration of the said term of twenty (20) years or prior to the expiration of any renewal thereof, the Company shall notify the Municipality in writing that it desires a renewal thereof for a further period,the Municipality may but shall not be obliged to renew by By-law this Agreement from time to time for further periods not exceeding twenty (20)years at anytime. 13. The Company shall pay the cost,charges and expenses of the Municipality and of its Solicitor of and incidental to, the preparation and passing of such By-law and this Agreement. 14. Wherever the word "highway" is used in this Agreement or in the said By-law it shall mean common and public highways and shall include any bridge forming part of a highway on or ov.r- an;? t%Cnjss which a highway passes and any public square,or road allowance and shall include not only the travelled portion of such highway but also ditches, driveways, sidewalks and sodded areas forming part of the road allowance. 15. Upon the expiration of this franchise or any renewal thereof the Company shall have the right, but nothing herein contained shall require it,to remove its mains,pipes,plant and works laid in the said highway. Provided that forthwith upon the expiration of this franchise or any renewal thereof the Company shall deactivate such pipeline in the Municipality. Provided further that if the Company should leave its mains, pipes, plants and works in the highway as aforesaid and the Municipality at any time after a lapse of one year from termination require the removal of all or any of the Company's said facilities for the purpose of altering or improving the highway or in order to facilitate the construction of utility or other works in the highway the Municipality may remove and dispose of so much of the Company's said facilities as the Municipality may require for such purposes and neither party shall have recourse against the other for any loss, cost or expense occasioned thereby. In the event that the Company removes its mains, pipes, plants and works, or any part thereof, the Company shall forthwith following such removal, restore all such highways, and public places to as good a condition as they were in before the commencement of such removal, and shall make good any settling or subsidence thereafter caused by such removal and in the event the Company fails to make such restoration the Municipality may forthwith complete such work and charge to collect from the Company the costs thereof, and the Company shall, on demand, pay any reasonable account therefor, as certified by the Municipal Engineer. 16. This Agreement shall supercede the Agreement entered into between the Company and the former Corporation of the Town of Bowmanville, dated the 1st day of June, 1966, and the Agreement entered into between the Corporation of the Township of Clarke dated the 28th day of June, 1966, save as to paragraph 3 of each of the aforesaid Agreements, for all losses, damages, injuries and expenses which may have occurred prior to the commencement of this Agreement in connection with the construction, repair, maintenance or operation by the Company of any of its works in the Municipality. Notwithstanding the termination or expiry of this Agreement, the Company shall at all times wholly indemnify and save harmless the Municipality from and against all loss, damage or injury and expense to which the Municipality may be put by reason of any damage or injury to persons or property, caused by the construction, repair, maintenance or operation by the Company of any of its works in the Municipality during the term of this Agreement or until the deactivation of such work, should the Company continue to operate its works beyond the termination of this Agreement, or in connection with all loss, damage and injury and expense which may arise from the deactivation of the works, or the removal of its mains , pipes, plant and work. 17. Any notice to be given under any of the provisions hereof may be effectually given to the Municipality by delivering the same to the Municipal Clerk or by sending the same to him by registered mail, postage prepaid, addressed to " the Clerk of the Corporation of the Town of Newcastle, 40 Temperance Street, Bowmanville, Ontario," and to the Company by delivering the same to its Manager or other Chief Officer in charge of its place of business in the Town of Whitby ,or by send- ing the same by registered mail, postage prepaid,addressed to"The Consumers' Gas Company,Suite 4200, 1 First Canadian Place, Post Office Box 90, Toronto. Ontario. M5X 105." If any notice is sent by mail the same shall be deemed to have been given on the day succeeding the posting thereof. 18. This Agreement shall extend to,benefit and bind the parties thereto, their successors and assigns,respectively. IN WITNESS WHEREOF the said Company has hereunto caused its Corporate Seal to be affixed and these presents signed by its proper officers in that behalf and the said Corporation has hereunto caused its Corporate Seal to be affixed and these presents signed by the Mayor and Clerk. THE CONSUMEJS' GAS COMPANY �1 l�El r�/.insc�n THE CORPORATION OF THE TOWN OF NEWCASTLE ,� Mayor SCHEDULE "A" By-Law No. 2052 passed by the Council of the Corporation of the Township of Darlington on the 21st day of August, 1956. By-Law No. 72-46 passed by the Council of the Corporation of the Town of Bowmanville on the 10th day of October, 1972. By-Law No. 1519 passed by the Council of the Corporation of the Township of Clarke on the 3rd day of July, 1966. THE CORPORATION OF THE TOWN OF NEWCASTLE BY-LAW NUMBER A BY-LAW TO AUTHORIZE A FRANCHISE AGREEMENT BETWEEN THE CORPORATION AND THE CONSUMERS' GAS COMPANY WHEREAS the Council of the Corporation deems it expedient to enter into the attached franchise agreement with The Consumers' Gas Company; AND WHEREAS the Ontario Energy Board by its Order issued pursuant to The Municipal Franchises Act on the 9th day of January 1978 has approved the terms and conditions upon which and the period for which the franchise provided for in the attached agreement is proposed to be granted, and directed and has declared/that the assent of the municipal electors in respect of this By-law is not necessary; AND WHEREAS The Consumers' Gas Company has provided the Corporation with a consent to the repeal of certain By-laws hereinafter referred to; NOW THEREFORE BE IT ENACTED: 1. That the attached franchise agreement between the Corporation and The Consumers' Gas Company is hereby authorized and the franchise provided for therein is hereby granted. 2. That the Mayor and 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 shall form part of this 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 they apply to any area within the present geographic limits of the Corporation. ENACTED AND PASSED this ;'> day of r ► �<^�� 19 78. Clerk / ayor 084.01 (Rev.1/77) THIS AGREEMENT made the day of "�' ``��'" 19 - BETWEEN: THE CONSUMERS' GAS COMPANY hereinafter called the "Company" OF THE FIRST PART and THE CORPORATION OF THE TOWN OF NEWCASTLE hereinafter called the "Municipality" OF THE SECOND PART WHEREAS the Company desires to distribute and sell gas(which term shall mean and include natural gas, manufactured gas, synthetic gas, or liquefied petroleum gas, and includes any mixture of natural gas, manufactured gas,synthetic gas,or liquefied petroleum gas,but does not include a liquefied petroleum gas that is distributed by means other than a pipe line)in the Municipality upon the terms and conditions hereinafter set forth. AND WHEREAS by By-law passed by the Council of the Municipality, the Mayor and Clerk of the Municipality have been authorized and directed to execute,seal and deliver this Agreement on behalf of the Municipality. NOW THEREFORE THIS AGREEMENT WITNESSETH that for valuable consideration,(the receipt and sufficiency of which is hereby acknowledged): 1. The consent, permission and authority of the Municipality are hereby given and granted to the Company, to supply gas to the Municipality and to the inhabitants thereof and to enter upon all highways now or at any time hereafter within the jurisdiction of the Municipality and to lay, maintain,operate and repair such mains and pipes as the Company may require therein and thereon for the transmission and supply of gas in and through the Municipality together with the right to construct, maintain and repair all necessary regulators, valves, curb boxes, safety appliances and other appurtenances that may be necessary in connection with the transmission and supply of gas in the Municipality. 2. The Company shall well and sufficiently restore forthwith to as good condition as they were in before the commencement of the Company's operation to the satisfaction of the Municipal Engineer(which term means from time to time such employee of the Municipality as the Municipality shall have designated as such for the purposes of this Agreement, or failing such designation, the senior employee of the Municipality for the time being charged with the administration of public works and highways in the Municipality)all highways,squares and public places which it may excavate or interfere with in the course of laying, constructing, or repairing or removing of its mains, pipes,regulators, valves, curb boxes, safety appliances and other appurtenances and shall make good any settling or subsidence thereafter caused by such excavation, and further, in the event of the Company failing at any time to do any work required by this Section the Municipality may forthwith have such work done and charged to and collect from the Company the cost thereof and the Company shall on demand pay any reasonable account therefor certified by the Municipal Engineer. 3. The Company shall, at all times, wholly indemnify and save harmless the Municipality from and against all loss, damage and injury and expense to which the Municipality may be put by reason of any damage or injury to persons or property caused by the construction, repair, maintenance or operation by the Company of any of its works in the Municipality provided, however, that the Company shall not be required to indemnify or save the Municipality harmless against loss, damage, injury and expense if the same is caused by the imprudence, neglect, or want of skill of employees or agents of the Municipality. The Company agrees that this clause shall have force and effect from August 21st, 1976, to the date of the expiration of this agreement. 4. Except in the event of emergency no excavation, opening or work which shall disturb or interfere- with the service of any highway shall be made or done unless a permit therefor has first been obtained from the said Municipal Engineer, and all such work shall be done under his supervision, and to his satisfaction. In the event of an emergency, where no permit has been first obtained, the Company shall as soon as possible give notice in writing to the Corporation of the work done or being done. 5. The location of all pipes and works on said highways shall be subject to the direction and approval of the Municipal Engineer and all such pipes and works, whenever it may be reasonable and practicable, shall be laid in and along the sides of said highways. 6. The Company before beginning any new work in the said Municipality under this Agreement, save and except lateral service pipes,shall file with the Municipal Engineer a plan drawn to scale showing the highways in which it proposes to lay mains, and pipes, and the particular parts thereof it proposes to occupy for any of such purposes together with definite written specifications of the mains,pipes and works proposed to be laid or constructed by it, specifying the materials and dimensions thereof, and the depth at which the same are to be laid, and similar plans and specifications shall be filed with the said Municipality of all extensions of,or additions to such mains,pipes,or works before any such extensions or addition shall be begun. Provided further that the Company shall provide the Municipal Engineer with a revised plan of the location of any main should there be any alteration in the plan originally filed with the Municipal Engineer. 7. The Company shall use at all times proper and practicable means to prevent the escape or leakage of gas from its mains and pipes and the causing of any damage or injury therefrom to any person or property. 8. The rates to be charged and collected and the terms of service to be provided by the Company for gas supplied by it under this franchise shall be the rates and the terms of service approved or fixed by the Ontario Energy Board or by any other person or body having jurisdiction to approve or fix such rates or terms of service. Any application to approve or fix rates to be charged and collected or terms of services to be provided by the Company for gas supplied by it shall be made in accordance with The Ontario Energy Board Act,R.S.O. 1970,Chapter 312,as amended from time to time or any other statute regulating such application. 9. The Municipality will not build or permit any Commission or other public utility or person to build any structure or structures encasing any mains or pipes of the Company. 10. (a)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 to all orders and regulations made thereunder and from time to time remaining in effect; and in event of any dispute or disagreement between the parties hereto as to the meaning or interpretation of anything herein contained or as to the performance or non-performance by either of such parties of any of the provisions hereof or as to the respective rights and obligations of the parties hereto hereunder, either of such parties may refer such dispute or disagreement to arbitration under the provisions of Paragraph 10 (b) hereof. (b) Whenever The Municipal Arbitrations Act R.S.O. 1970, Chapter 286 shall extend and apply to the Municipality any references to arbitration pursuant to the provisions of Paragraph 10 (a) hereof shall be to the Official Arbitrator appointed under the Act and shall be governed by the provisions of that Act. At any other time the procedure upon an arbitration pursuant to the provisions of the said Paragraph 10 (a) shall be as follows: Within thirty days after the written request of either of the parties hereto for arbitration each of them shall appoint one arbitrator and the two so appointed shall, within thirty days after the expiring of such thirty day period select a third. In case either of the parties hereto shall fail to name an arbitrator within thirty days after the said written request for arbitration, the arbitrator appointed shall be the only arbitrator. In case the two arbitrators so appointed are unable to agree on a third arbitrator within thirty days after the expiry of the first thirty day period above mentioned, application shall be made as soon as reasonably possible to any Judge of the Supreme Court of Ontario for the appointment of such third arbitrator. The arbitrator or arbitrators so appointed shall have all the powers accorded arbitrators by The Arbitration Act, R.S.O. 1970, Chapter 25 as from time to time amended, or any Act in substitution therefor. The decision of the said arbitrator or arbitrators (or of a majority of such arbitrators) shall be final and binding on the parties hereto. 11. In the event of the Company being prevented from carrying out its obligations under this Agreement by reason of any cause beyond its control, the Company shall be relieved from such obligations while such disability continues and in the event of dispute as to the existence of such disability such dispute shall be determined as hereinbefore provided. Provided, however, that the provisions of this Paragraph 11 shall not relieve the Company from any of its obligations as set out in Paragraph 3 hereof. 12. The franchise hereby granted shall be for a term of twenty (20)years from and after the final passing of the By-law;provided that if at anytime prior to the expiration of the said term of twenty (20) years or prior to the expiration of any renewal thereof, the Company shall notify the Municipality in writing that it desires a renewal thereof for a further period,the Municipality may but shall not be obliged to renew by By-law this Agreement from time to time for further periods not exceeding twenty (20)years at anytime. 13. The Company shall pay the cost,charges and expenses of the Municipality and of its Solicitor of and incidental to, the preparation and passing of such By-law and this Agreement. 14. Wherever the word "highway" is used in this Agreement or in the said By-law it shall mean common and public highways and shall include any bridge forming part of a highway on or ovc- and acreass which a highway passes and any public square,or road allowance and shall include not only the travelled portion of such highway but also ditches, driveways, sidewalks and sodded areas forming part of the road allowance. 15. Upon the expiration of this franchise or any renewal thereof the Company shall have the right, but nothing herein contained shall require it, to remove its mains,pipes,plant and works laid in the said highway. Provided that forthwith upon the expiration of this franchise or any renewal thereof the Company shall deactivate such pipeline in the Municipality. Provided further that if the Company should leave its mains, pipes, plants and works in the highway as aforesaid and the Municipality at any time after a lapse of one year from termination require the removal of all or any of the Company's said facilities for the purpose of altering or improving the highway or in order to facilitate the construction of utility or other works in the highway the Municipality may remove and dispose of so much of the Company's said facilities as the Municipality may require for such purposes and neither party shall have recourse against the other for any loss, cost or expense occasioned thereby. In the event that the Company removes its mains, pipes, plants and works, or any part thereof, the Company shall forthwith following such removal, restore all such highways, and public places to as good a condition as they were in before the commencement of such removal, and shall make good any settling or subsidence thereafter caused by such removal and in the event the Company fails to make such restoration the Municipality may forthwith complete such work and charge to collect from the Company the costs thereof, and the Company shall, on demand, pay any reasonable account therefor, as certified by the Municipal Engineer. 16. This Agreement shall supercede the Agreement entered into between the Company and the former Corporation of the Town of Bowmanville, dated the 1st day of June, 1966, and the Agreement entered into between the Corporation of the Township of Clarke dated the 28th day of June, 1966, save as to paragraph 3 of each of the aforesaid Agreements, for all losses, damages, injuries and expenses which may have occurred prior to the commencement of this Agreement in connection with the construction, repair, maintenance or operation by the Company of any of its works in the Municipality. Notwithstanding the termination or expiry of this Agreement, the Company shall at all times wholly indemnify and save harmless the Municipality from and against all loss, damage or injury and expense to which the Municipality may be put by reason of any damage or injury to persons or property, caused by the construction, repair, maintenance or operation by the Company of any of its works in the Municipality during the term of this Agreement or until the deactivation of such work, should the Company continue to operate its works beyond the termination of this Agreement, or in connection with all loss, damage and injury and expense which may arise from the deactivation of the works , or the removal of its mains , pipes , plant and work. 17. Any notice to be given under any of the provisions hereof may be effectually given to the Municipality by delivering the same to the Municipal Clerk or by sending the same to him by registered mail, postage prepaid, addressed to ' ` the Clerk of the Corporation of the Town of Newcastle, 40 Temperance Street, Bowmanville, Ontario," and to the Company by delivering the same to its Manager or other Chief Officer in charge of its place of business in the Town of Whitby , or by send- ing the same by registered mail, postage prepaid,addressed to"The Consumers' Gas Company,Suite 4200, 1 First Canadian Place, Post Office Box 90, Toronto. Ontario. M5X 105." If any notice is sent by mail the same shall be deemed to have been given on the day succeeding the posting thereof. 18. This Agreement shall extend to,benefit and bind the parties thereto,their successors and assigns,respectively. IN WITNESS WHEREOF the said Company has hereunto caused its Corporate Seal to be affixed and these presents signed by its proper officers in that behalf and the said Corporation has hereunto caused its Corporate Seal to be affixed and these presents signed by the Mayor and Clerk. THE CONSUMERS'-GAS COMPANY ,!a I a> r��1.75cm THE CORPORATION OF THE TOWN OF NEWCASTLE Mayor L--clerk SCHEDULE "A" By-Law No. 2052 passed by the Council of the Corporation of the Township of Darlington on the 21st day of August, 1956. By-Law No. 72-46 passed by the Council of the Corporation of the Town of Bowmanville on the 10th day of October, 1972. By-Law No. 1519 passed by the Council of the Corporation of the Township of Clarke on the 3rd day of July, 1966. 62JUBRIDGE Consumers Gas 1999-03-31 Ms. Patti Barrie, Clerk The Municipality of Clarington 40 Temperance Street % Bowmanville, ONT L1 C 3A6 Dear Ms. Barrie: The Ontario Energy Board has issued its Order setting out the terms of the franchise renewal for the Municipality of Clarington. A copy is enclosed for your reference. Further, attached are five execution copies of the By-law and Franchise Agreement for execution by the Mayor and Clerk for the Municipality of Clarington. Please make the necessary arrangements to have Council complete three readings, pass the By-law and sign all copies of the Franchise Agreement. Once executed by the Municipality, please return all copies to me for execution by Enbridge Consumers Gas. If I can be of any assistance, please contact me directly at 905-666-6102. Sin er , y ti.M Rob Drysdale, P. Eng. Distribution Operations Manager Central Region East RD/tc Encls. cc: Her Worship Mayor Diane Hamre 1' daring4 , s i b •M Ontario Energy Commission do rtnergle Board do 110ntsrb Ontario v E.B.A.849 IN THE MATTER OF the Municipal Franchises Act, R.S.O.1990,c.M.55 as amended; AND IN THE MATTER OF a proposed by-law granting the Consumers' Gas Company Ltd. ("Enbridge Consumers Gas") the right to construct works to supply gas and to supply gas to the inhabitants of the Municipality of Clarington; AND IN THE MATTER OF an Application by Enbridge Consumers Gas for an Order declaring and directing that the assent of the electors is not necessary. BEFORE: H.G. Morrison Presiding Member G. A.Dominy Member and Vice-Chair ORDER The Consumers' Gas Company Limited ("Enbridge Consumers Gas") filed an Application dated January 28, 1998 with the Ontario Energy Board("the Board")under sections 9 and 10 of the Municipal Franchises Act("the Act")for an Order approving the terms and conditions upon which, and the period for which, the Corporation of the Municipality of Clarington("the Municipality")is,by by-law(the"By-Law"),to grant to Enbridge Consumers Gas the right to construct and operate works for the distribution of gas;to extend or add to the works;and to supply gas to the inhabitants of the Municipality ("the Franchise Agreement"). Enbridge Consumers Gas also requested the Board to declare and direct,pursuant g to section 9(4)of the Act,that the assent of the municipal electors to the proposed By-Law is not necessary. Omarlo Ewrp Board -2 - The Board issued three Interim Orders,dated: March 2, 1998,for a period of six months; July 13, 1998,for a period of four months and December 3, 1998,for a period of four months, to continue the existing Franchise Agreement until such time as the Application could be dealt with by the Board. The Council of the Corporation of the Municipality of Clarington ("the Corporation")passed a resolution on December 4, 1998,approving a draft By-Law and the franchise agreement. On December 10, 1998 a certified copy of this resolution was submitted by Enbridge Consumers Gas to the Board. Enbridge Consumers Gas is presently serving the Municipality and has a Certificate of Public Convenience and Necessity(F.B.C. 103) for the Municipality of Clarington. Enbridge Consumers Gas and the Municipality agreed to rely on the model gas franchise agreement, which was negotiated by the Municipal Franchise Agreement Committee,pursuant to recommendations in the Board's E.B.O- 125 Report,to provide a standard form of franchise agreement acceptable to the municipalities and to the gas distribution companies. The Franchise Agreement is attached as Appendix `A'. As directed by the Board,a Notice of Application and a Notice of Written Hearing were served and published on January 29, 1999. No parties intervened or expressed concern with the proposed Franchise Agreement. Written submissions were received from Board Staff on February 16, 1999 supporting the Application. Enbridge Consumers Gas replied on February 18,1999 concurring with Board Staffs submissions and indicating that there are no other agreements with the Municipality of Clarington other than the model franchise agreement produced in the Application. After reviewing the evidence and the submissions of parties,the Board finds the Application to be in the public interest. . ooftdo Eoerp BeaW - 3 - The Board notes that subsequent to the filing of this Application, the Municipal Franchises Act has been amended by Schedule E of The Energy Competition Act, S.O. 1998,c. 15. Under the amendment,section 9(l)(b)allowing the municipality to grant"the right to supply gas to a municipal corporation or to the inhabitants of a municipality"was repealed, as was the part of section 10 which reads "or to supply gas to a municipal corporation or to the inhabitants of a municipality." The effect of these amendments is to remove the need for the Board to approve terms and conditions of a by-law relating to the supply of natural gas. The Board,therefore,makes no order respecting the supply of gas. THE BOARD THEREFORE ORDERS THAT: 1. The terms and conditions upon which, and the period for which,the Corporation of the Municipality of Clarington is,by By-Law,to.grant to Enbridge Consumers Gas the right to construct and operate works for the distribution of gas and to extend or add to the works in the Municipality,as stated in the proposed Franchise Agreement attached as Appendix `A',are approved. 2. The assent of the municipal electors of the Corporation of the Municipality of Clarington to the proposed By-Law is not necessary. 3. The Board's costs of and incidental to these proceedings shall be fixed at$600.00 and shall be paid by Enbridge Consumers Gas forthwith upon the issuance of the Board's invoice. i ISSUED at Toronto,March 11, 1999. 1 ONTARIO ENERGY BOARD Paul B.Pudge Board Secretary a I I s APPENDIX `A' TO BOARD ORDER NO.E.B.A. 849 DATED March 11, 1999. & Pudge Board Secretary f THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW NUMBER A BY-LAW TO AUTHORIZE A FRANCHISE AGREEMENT BETWEEN THE CORPORATION AND THE CONSUMERS' GAS COMPANY LTD. WHEREAS the ttuncil of the Corporation deems it expedient to enter into the attached franchse agreement with The Consumers''Gas Company Ltd; AND WHEREAS the Ontario Energy Board by its Order issued pursuant to Tie Municipal Franchises Act on the day of . 19 has approved the terms and conditions upon which ana ft period for which the haachise provided for in the attached agreement is proposed to be granted,*d has declared and directed that the assent of the municipal electors in respect of this By-law is not necessary; F AND WHEREAS The Consumers'On Company Ltd,has provided the Corporation with a consent to the repeal of the By-law hereinafter referred to: NOW TBEREFORE BE IT ENACTED: 1 1. That the attached Gancbise agreement between the Corporation and The Consumers'Gas Company Ltd.is hereby authorized and the franchise 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 shall form part of this By-law. i 3. That the By-law referred to is Schedule"A"annexed hereto and forming part of this By-law is hereby re- peded insofar as it applies to any area within the present geographic limits of the Corporation. g ENACTED AND PASSED this day of , 19 . Clerk Mayor S-.q EGALwEGGov*T.ANcHutENLrWAtSOYMR.SAM SCHEDULE"A" i By-Law No.78-8 passed by the Council of the Corporation of the Town of Newcastle on the 13th day of i February 1978 . i { 1 S:t2GALTS,GGO ALwya ALSAM -ti THE CONSUMERS'CAS COMPANY LTD. ! FRANCHISE AGREEMENT THIS AGREEMENT made this day of . 19 BETWEEN: THE CORPORATION OF THE MUNICIPALrPY OF CLARINGTON i hereinafter called the"Corporation" and- THE CONSUMERS'GAS COMPANY LTD. 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 bylaw passed by the ConunO of the Corporation(the"By-lav).the Mayor and the Cleric have been authorized and directed to execute this Agreement on behalf of the Corporatoow. # ? THEREFORE the Corporation and the On Company agree as follows: 1 Derinitions I. In this Agreement: (a) "gas"means natural gas,manufactured gas,synthetic natural gas,liquefied petroleum gas or propane-air gas,or a mbdum of any of then,but does not inchide a liquefied petroleum gas that is distributed by means other than a pipeline; (b) "gas system"means such mains,plants,pipes.conduits,servwes,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 travelled portion of such highway.tnrt also ditches driv�evrays,sidewalks,and sodded are forming pact 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 jurWictiion of the Corporation; (e) "Eng'meedRoad Superintendent"means the most senior individual employed by the Corporation with responsibilities for highways within the Municipality or the person designated by such senior j employee or such other person as may from time to time be designated by the Council of the Corporation. 1 SILEGAL REGGov+?ANCMRENEWALWGTCLAR.SAM 11 Rights Granted I. 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 Agreerlterrt and Renewal Procedures. The rights hereby given and granted shall be for a term of twenty(20)years'from the date of final passing of the By-hiw. At any time within two years prior to the expiration of this Agreement.either party may give notice to the other drat it desires b enter into negotiations for a renewed franchise Mort such tams and conditions as may be agreed upon.Until such renewal has been settled,the terms and conditions of 8tis Agreement shall condaue.a 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 pursuaat to section 10 ofthe Municipal F'ranchkes Act. 1l1 Conditions I Approval of CantrUctioa 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 highways the On Company shall file with the Enginectiltoad Superintendent a plan.satisfactory to the Engineer/Road Superintendent.drawn to scale and of saf6c W detail considering the complexity of the specific location.shoe tg to highways in which it proposes to lay its gas system and the particular parts thereof it proposes to occupy.Geodetic information will not be required except in complex urban intersections in order to facilitate is mm projects.being projects which are reasonably anticipated by the Enginw/Road Superintendent.The EngineeMoad Superintendent may require sections of the gas system to be laid at a greater depth than required by CAN/CSA-Z184-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 installation of such works shall be to his satisfaction. • Notwithstanding the provisions of Ste 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 EngineedRoad Superintendent approves of such location,require special conditions or a separate No excavation,opening or work which shall disturb or interfere with the surfacx of the travelled portion of any highway shall be made or done unless a permit therefor has first been obtained from the Engineer/Road Superildandent and all works shall be done to his satisfaction. •The rights giv=and panted for a fist agroematt shelf be for a limn of 20 years.The rights given and gmntod for any sobsupwK apoement shalt be for a term of not more d=15 years.unless both Polies a9w to eztad the ern^to a term of 20 yaws mtxinane. 2 S:u.t:GAt wE ALMGTCLAR.SAM I ' The Engineer/Road Superintendenes approval,where required throughout this section,shall not be withheld unreasonably. 2. As Built Drawings. i 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 pre-construction plan or certification that the pre-construction plan is"as buih"will be filed with the Engineer/Road Superintendent. i 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 Enginea/Road•Superirdendent is normally required,shall use its best efforts to immediately notify the EngineerfRoad 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. 4. Restoration. The Gas Company shalt well and sufficiently restore,to the reasonable satisfaction of the EnginewRoad Superintendent,all highways.municipal worim or improvements which it may excavate or interfere with in the course of laying,constructing,repairing or removing its gas system,and shall make good any settling or subsidence thereafter caused by such excavation or interference.if the Gas Company faits at any time to do any work required by this paragraph within a reasonable period of tine,the CArporatiort may do or cause such work to be done and the Gas Company shall,on demand,pay any reasonable account therefor as certified by the Engineer/Road Superintexndent. 5. indemnification. The Gas Company shall,at all times,indemnify and save harmless the Corporation from and against ail claims,including costs related thereto,for all damages or injuries including deter to any person or persons and for damage to any property,arising out of the Gas Company operating,constructirtg,and maintaining its gas system in the Municipality,or utilizing its gas system for the carriage of ps owned by other. Provided that the Gas Company shall 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. 6. Alternative Easement. The Corporation agrees,in die event of the proposed sale or closing of any highway or any part of a highway where there is a gas tine In existence,to give the Gas Company reasonable notice of such proposed sale or closing and to'provide.if k is feasible,the On Company'i th easements over that pat of the highway proposed to be sold or closed sufficient to allow the Gas Company to prtsem any part of the gas system in its then existing location.In tine event that such easements cannot be provided,the Corporation will share,as provided in clause 114 7 of this Agreement,in die cost of relocating or altering the gas system to facilitate continuity of gas service. D 4 i 3 S:\LEGALWEGGOWRANCMAENEWAI S\AGTClAR.SAM s ' 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 shall,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 shall alter or relocate,at its sole expense,such part of the gas system. Where any part of the gat system relocated in accordance with this section is located other than on a bridge, viaduct or struchue,the costs of relocation shall 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 deducting any contribution paid to the Gas Company by others in respect to such relocation;and for time purposes,the total relocation costs shall be the aggregate of the following. (a) the amount paid to Gas Company employees up to and including field supervisors for the lours 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,ehargedat the unit rate,for Gas CouVW equipment while in use on the project, 1 (c) the amount paid by the Gas Company to conductors for work related to the project, (d) the cost to the Gas Company for materials used in connection with the project.and (_-) x--tisonable amount for project enghmring and project administrative costs which shall be 22.5% or me aggregate of the amounts determined in items(al(b),(c)and(d)above. The total relocation costs as calculated above shall be paid 35%by the Corporation and 65yo by the Gas i Canpany. 8. Notice to Drainage Superintendent. In a case where the gas system may affect a municipal drain,the Gas Company shall 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 Enginea/Road Superintendent. IV Procedural And Other Matters ' I. Municipal By-laws of General Application. This Agreement aid the respective rights and obligations hereunto of the parties hereto am 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 theetuhder 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. Givin g 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. 4 S-.*EGALWEGGOYTRANC"ENEWAlSIAGTClAR.SAM N f 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 construction of utility or other woria 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 shall have recourse against the other for any loss,coat,arpense or damage occasioned thereby. 4. Agreement Binding Parties. This Agreement shall 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 firm the date first above written. THE CORPORATION OF THE MUNICIPALITY,OF CLARIN Mayor Clerk THE CONSUMERS'CAS COMPANY LTD. S U.EGAUREGGOV%FRANC"ENEWALS%AGTCLAR.SAM DATED 19 , THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON •and- THE CONSUMERS'CAS COMPANY LTD. FRANCHISE AGREEMENT THE CONSUMERS'GAS COMPANY LTD. Atria III,Suite 1100 2225 Sheppard Avenue East ' North York,Ontario M2J SC2 Attention: Legal Department 6 THE CORPORATION OF THE MUNICIPALrrY OF CLARINGTON BY-LAW NUMBER A BY-LAW TO AUTHORIZE A FRANCHISE AGREEMENT BETWEEN THE CORPORATION AND THE CONSUMERS' GAS COMPANY LTD. WHEREAS the Council of the Corporation deems it expedient to eater into ihe attached 6anchise agreement with The Consumers'Gas Company Ltd; AND WHEREAS the Ontario Energy Board by its Order issued pursuant to The Municipal Franchises Act on the day of .19 has approved the terms and conditions upon which anon the period for which the franchise provided for in the attached agreement is proposed to be granted,and has declared and directed that the assent of the municipal electors in respect of this By-law is not necessary: AND WHEREAS The Consumers!On Company Lt&has provided the Corporation with a content to the repeal of to By-law hereinafter-inferred to: , NOW THERENORE BE TT ENACTED: i - 1. That the attached franchise agreement between the Corporation and The Consumers'Gas Company Ltd.is hereby authorized and the franchise 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 3 incorporated into and shall form part of this By-law. 3. That the By-law referred to in Schedule W annexed hereto and forming part of this By-law is hereby re- ' pealed insofar as it applies to any area within the present geographic limits of the Corporation. 0 ENACTED AND PASSED this day of .19 . Cleric Mayer S.I EGALMMGGO AISOYCL.ARSAM i SCHEDULE"A" By-Law No.78-8 passed by the Council of the Corporation of the Town of Newcastle an the 13th day of February, 1978 . 8 t P t S:�LEGAL E000V\FRANOfWMEWALS�BYCLARSAM THE CONSUMERS'GAS COMPANY LTD. FRANCHISE AGREEMENT THIS AGREEMENT made this day of . 19 BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON hereinafter called the"Corporation" and- THE CONSUMERS'GAS COMPANY LTD. hereinafter called the"Gas Company" WHEREAS the on Company desires to distnbute and sell gas in the Municipality upon the terms and conditions of this Agreement; AND WHEREAS by by-law passed by the Council Of die Corporation(the"By-Iaw'j the Mayor and the Clerk have been authorized and directed to execute this Agreement on behalf of die Corporation; THEREFORE the Corporation and the Gas Company agree as f0ll0vV= Definitions I. In this Agreement: (a) "gas"means natural gas,mamdactured gas,synthetic natural gds,liquefied petroleum gas or propane-air gas,or a mixture of any of t hem,bit does not include a liquefied petroleum gas that is disfi'buted by means other than a pipeline; (b) "gas system"means with mains,plaints,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 distnbution 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 travelled 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 tenor hereof order die jurisdiction of die Corporadon; (d) "Municipality"means the territorial limits of the Corporation on the date when this Agreement takes effect,and any territory which may thereafter be brougilit whin the jurisdiction of the 1 corporation, i (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 1 S VLEGALWEGGONFRAN ENEWAt SMGTCLAR.SAM 11 Rights Granted I. 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. 'U rights hereby given and granted shall be for a term of twenty(20)years•from the date of final passing of the By4aw. 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.Unbi such renewal has been settled,the terms and conditions of this Agreement shall continue,notwithstarAing the expiration of this Agreement.Nothing herein stated shall prectude either party from applying to the Ontario Energy Board for a renewal of the Agreement.pursuant to section 10 of the Municipal Ptaachlses Act. [it Conditions 1. Approval of Conswaion. Before beginning construction of or any extension or change to the gas systiaa(except service laterals which do not interfere with municipal works in the highwrayl the Gas Corapatty shall file with the EngiueedRoad Superintendent a plan.satisfactory to the E nghneer/Road SnpaitttendaK.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 dtereeof it proposes to occupy.Geodetic information will not be required except in complex urban intersections in order to facilitate known projects,being projects which are reasonably anticipated by the Engineer/Road Supers ntendetti.The Engineer/Road Superintendent may require sed'ions of the gas system to be laid at a greater depth than required by CAN/CSA-Z184-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 installation of such works shall be to his satisfaction. Notwithstanding the provisions of the above noted paragrapk in the evert it is proposed to affix a part of the gas system to a bridge.viaduct or structure,the EngineedRoad Superintendent may.if the Enencer/Road Superintendent approves of such location,require special conditions or a separate agromiac 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 bees obtained from the Engineer/Road Superintendent and all work';shall be done to his satisfaction. *The rights given acct granted for a fist agreanart shalt be for a term of 20 years.The rights gNm and panted for any subsequent agreeman j shall be for a term of cot once dm 15 yeam unka both parties agree to extend the tam to a term of 20 yeas maximum. 1 2 S:u.EGAt wEGGOV1FRANCMENEwALMA GITCLAWSAbt i 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 i 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 pre-construction plan or certification that the pre-construction plan is"as built"will be filed with the Engineer/Road i 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 EngineerfRoad-Superintendent is normally required,shall we its best efforts to immediately notify the Engineer/Road Superintendent of the location and nature of the emegency and the wok being done and,if it deems appropriate,notify the police force having jurisdiction. 4. Restoration. The Gas Company shall well and sufficiently restore,to the reasonable sadsfac tkm of the EngincedRoad Superintendent,all highways,municipal works or improvements which it may excavate or inrtatem with in the course of prying,constructing,repairing or removing its gas system,and shall make good any settling or subsidence thereafter caused by such excavation or interference.If the Gas Company falls at any time to do any work required by this paragraph within a reasonable period of tine;the Corporation may do or cause such work to be done and the On Company shall,on demand,pay any reasonable account therefor as certified by the Engineer/Road Superintendent. S. Indemnification. The On Company shall,at all times,indemnify and save harmless the Corporation from and against all claims,including costs related thereto,for all damages or injuries including death to any person or persons and for damage to any property,arising out of the Gas Company operatin&constructing,and maintaining its gas system in tin Municipality,or utilizing its gas system for the carriage of gas owned by others. Provided that the On Company shall not be required to indemnify or save harmless the Corporation from arm 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. 6. Alternative Easemcnt. 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 to 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 alloy the On Company to preserve any part of the gas system in its then existing location.in the event that such easements cannot be provide!,the Corporation will share,as provided in clause 111,7 of this Agreement,in the exist of relocating or altering the gas system to facilitate contnutuity of gas service. i t 3 S4 LEGAU F MR REGGOWRANCENEWALS%AGTCLAR.SAM 1 i 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 shall,upon notice to do so,reprove and/or relocate within a reasonable period of time such part of the gas system to a location approved by the Engineer/Road Superintendent. 9 Where any part of the gas system relocated in accordance with this section is located on a bridge,viaduct or structure,the Gas Company shall 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 structrm the costs of relocation shall be shared between the Corporation and the On Company on the basis of the total relocation costs,excluding the value of any upgrading of the gas system,and deducting any contnIntion paid to the Gas Company by others in respect to such relocation;and for these purposes,the total relocation costs shall be the aggregate of the following: (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.chargedat the unit rate,for Gas Company equipmea while in use on the project, (c) the amount paid by the On Company to contractors for work related b the project, (d) the cost to the Gas C npany for materials used in connection with the project,and r-� R-eMnable amount for project engineering and project admirihs>brative casts which shall be 2ZS'Y. of me aggregate of the amounts determined in items(a),(b),(c)and(d)above. The total relocation costs as calculated above shall be paid 35%by the Corporation and 651/6 by the Gas Comlany. S. Notice to Drainage Superintendent. In a case where the gas system may affect a municipal drain,the Gas Company shall 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. IV Procedural And Other Matters ' 1. Municipal By-laws of General Application. *Mis Agreement and the respective rights and obligations hereunto of dw 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 remafi ft in effect save and except by-laws which impose permit fees and by--laws which have the effect of amending this Agreement. 2. Givin g Notice. 3 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. 4 S%L EGALWEGGOVWRANCI'MENEWALS%AGTCLAR.SAM 1 • w � . 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 On Company fails to remove its gas"an and the Corporation requires the removal of all or any of the gas system for the purpose of ahaing or improving a highway or in order to Facilitate the construction of utility or other works in any highway,the Coiporation may remove and dispose of so much of the deactivated gas system as the Corporation may require for such purposes and neither party shall have recourse against the other for any loss,cost,experin or damage occasioned thereby. 4. Agreement Binding Parties. This Agreement shall 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 MUNICIPALITY OF CLARIN Mayor Clerk j THE CONSUMERS'CAS COMPANY LTD. I 5 S..UFGALWE000VWPANC"ENMA SMGTCLAR.SAM DATED 19 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON -and- THE CONSUMERS'GAS COMPANY LTD. FRANCHISE AGREEMENT THE CONSUMERS'CAS COMPANY LTD. Atria 111,Suite 1100 2225 Sheppard Avenue East ' North York,Ontario M21 5C2 Attention: Legal Department 6 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY—LAW NUMBER i A BY-LAW TO AUTHORIZE A FRANCHISE AGREEMENT BETWEEN THE CORPORATION AND THE CONSUMERS' GAS COMPANY LTD. s WHEREAS the Council of the Corporation deems It expedient to enter Into the awed franchise agreement with The Consumes'Gas Company Ltd: AND VIEEREAS the Ontario Energy Board by its Order issued pursuant to The Municipal Franchises Act on the day of . 19 has approved the terms and conditions upon which ana the period for which the franchise provided for in the attached agreement is proposed to be granted.and has declared and directed that the assent of the municipal electors in respect of dds:Bylaw Is not necessary; e AND WH MUM The Consumers!Gas Company Ltd.has provided the Corporation with a consent to the repeal of the By-law hereinafter referred to: NOW THEREFORE BE IT ENACTED: 1. That the attached franchise agreement between the Corporation and The Consumers'Gas Company ltd.is hereby authorized and the franchise 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 shall form part of this By-taw. 3. That the By-law wlerred to in Schedule W annexed hereto and forming part of this By-law is hereby re- insofar as it to an area within the t pealed' applies y lx� geographic haft of the CapocaGoa. ENACTED AND PASSED dds day of ,19 . Ckrk mayor S:M EGALtRE000 AL MYCLAR.SAM 3 • t SCHEDULE"'A" ByAAw No.78-8 passed by the Council of the Corporation of the Town*(Newcastle on the 13th day of February, 1978 i S:MXGALTE000V%FlGNCfM MEWAL"YC LAR.SAM S a 4 t THE CONSUMERS'GAS COMPANY LTD. FRANCHISE AGREEMENT THIS AGREEMENT made this day of ' 19 BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON hereinafter called the"Corporation' •and- THE CONSUMERS'GAS COMPANY LTD. 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 Mayor and the Clerk have been authorized and directed to execute this Agreement on behalf of the Corporation; THEREFORE the Corporation and the Gas Corn pany agree as follows: 1 Definitions I. 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 Vpefine; (b) "gas system"means such mains,Plants.Pipes.conduits,servicm valves,regulators,cub 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 travelled 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 1 the jurisdiction of the Corporation; } (d) "Municipality"means the territorial limits of the Corporation on the date when this Agreement babes effect,and any territory which may thereafter be brought within the jurisdiction of the Corporation; (e) "EngincedRoad SuperintendeIve 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. 1 S-%LEGALW EGGOY-FU�NEWALSMGTCLAR.SAM 11 Rights Granted I. 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 twenty(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 ch renewal has been settled,the terms and conditions of this Agreement shall it continue,aotwidutanding 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 p i suant to section 10 of the Municipal Franchises AcL 111 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 shall file with the Enginew/Road Superintendent a plan,satisfactory to the EnginwdRoad SupaintendeM 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 occuEry.Geodetic information will 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 Enginw/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,terns and conditions relating to the installation of such works shall 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 brnd&%vmaducf or structure,the EngineefRoad Superintendent may,if the EngineerfRoad Superintendent approves of such location.require special conditions or a separate 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 rights given and granted for a first egmeawnt shill be for a tam of 20 years.The rights given and panted for any subsequent erg mwd shall be for a tam of rat amore don i s years.unless both parties agree to extard dre tam to a tam of 20 yeas muimmn- 2 S:%EG&%gEGGGOWRANCMENEWAW%AGTCLAR.SAM f t 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 pact of the gas system unless the prior approval of the Engineer/Road Superintendent to do so is received.After complation of the construction,where plans were initially filed,an"as built"plan of equal quality to the pre ruction plan or certification that the pre-construction plan is was built"will be filed with the Engineer/Road Superintendent. 3. Emergencies. to 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 Enginea/Road-Superintended Is normally required,shall use its best efforts to immediately nWify the Engineer/Road Superintendent of the location and torture of the emergency and the work being done and,if it deems appropriate,notify the police fame having jurisdiction. 4. Restoration. The Gas Company shall well and sufficiently restore,to the reasonable sWmf em of the Engineex/Road Superintendent,all highways,mtnhicipal works or improvements which it may exsxvate or interfere with in the course of laying,Wing,repairing or removing its gas system,and shall make good any settling or subsidence thereafter caused by such excavation or interference.If the Gas C npany fails at any time to do 4 any vat required by this paragraph within a reasonable period of tine,the Corporation may do or censer such work to be done and the Gas Company shall,on demand,pay any reassonabie account therefor as certified by the Enginex/Road Superintendent. S. Indemnification. The Gas Company shall,at all times,indemnify and save harmless the Corporation Gram and against all claimm,including costs related thereto,for all damages of injuries including death to any person or persons and for damage to any property,arising out of the Gas Company operating.coustructin ,and maintaining its gas system in the Municipality,or utilizing its gas system for the carriage eff gas ovane d by others. Provided that the On Company shall 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. 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 theca is a gas line in existence,to give the Gas Company reasonable notice of such proposed sale or closing and toprovide,if it is feasible.the On Company with easements over tat part of the highway proposed to be sold or closed sufficient to allow the On Company to proserve any part of the gas system in its then existing location.In the evert that such easements cannot be provided,the Corporation will share,as provided in clause lit,7 of this Agreement,in the cost of relocating or alter the gas system to faclitate continuity of gas service. s 3 S-%LEGALW EGGOV%FRANCMRENEWALS%AGTCLAR.SAM w 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 shall,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 shall 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 shall be sharod between the Corporation and the Gas Company on the basis of the total relocation costs,excluding the value of any uppuft of the gas system,and deducting any contribution paid to the Gas Company by others In respect to such relocation;and for these purposes,the total relocation costs shall be the aggregate of the following: (a) the amount paid to Gas Company employees up to and including field supervisors for the lours 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 W the project, (d) the tout to the Gas Company fix materials used in connection with the project,and rr1 R-=nable amount for project engineering and project administrative casts which shall be 22S% of we aggregate of the amounts determined in items(ale(b).(c)and(d)above. The total relocation costs as calculated above shall be paid 35%by the Corporation and 65%by the Gas Company. S. Notice to Drainage Superintendent In a case where the gas system may affect a municipal drain,the Gas Company shall 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 Supaintende nt IV Procedural And Other Matters 1. Municipal By-laws of General Application. 'Kris 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-iaws 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 dw case may be. 4 S.LEGAIWEGGOVIFRANCMENEWALSNGTCLAR.SAM N f 3. Disposition of Gas System. During the terra 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 rigs,but nothing M min 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 construction of utility or other worlm in any highway,the Coipaation may remove and dispose of so much of the'deaCtivated gas system as the Corporatiom may require for such purposes and neither party shall have recourse against the other for any loss,cost,cq mase or damage occasioned thereby. 4. Agreement Binding Parties. This Agreement shall extend to,benefit and bind the parties thereto,their successors and assigns, respectively. IN WITNESS WHEREOF the parties hereto have duly executed these presents whh efrW from the date first above written. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Mayor Cleic THE CONSUMERS'GAS COMPANY LTD. ' 5 S..%L E GALW EGGO%AFRANC"ENMAISIAGTCLAR.SAM DATED 19 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON -and- THE CONSUMERS'CAS COMPANY LTD. FRANCHISE AGREEMENT THE CONSUMERS'GAS COMPANY LTD. Atria III,Suite 1100 2225 Sheppard Avenue East ' North York,Ontario M2J 5C2 Attention: Legal Department 6 t THE CORPORATION OF THE MUNICIPALnT OF CLARINGTON BY-LAW NUMBER A BY-LAW TO AUTHORIZE A FRANCHISE AGREEMENT BETWEEN THE CORPORATION AND THE CONSUMERS' GAS COMPANY LTD. WHEREAS the Council of the Corporation deems it expedient to enter taco the attached franchise agreement with The Consumers'Gas Company Ltd: AND WEEREAS the Ontario Energy Board by its Order issued pursuant to The Municipal Franchises Act on the day of . 19 has approved the terms and conditions upon which ano the period for which the franchise provided for in the attached agreement is proposed to be granted.ind has declared and directed that the assent of the municipal electors in respect of this By-law is not necessary: AND W ERFAS Tine Consumers'Gas Company Ltd.has provided the Corporation with a consent to the repeal of the By-law hereinafter-referred to: NOW THEREFORE BE IT ENACTED: 1. That the attached franchise agreement between the Corporation and The Consumers'Gas Company Ltd.is hereby authorized and the franchise 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 shall form part of this By-law. z 3. That the By-law referred to in Schedule"A"annexed hereto and forming part of this By-law is hereby re- n pealed insofar as it applies to any area within the present geographic limits of the Corporation. ' ENACTED AND PASSED this day of ,19 . i Clerk Mayor S:V EGALWXGGO%'%MANCHMENEwA[SWYa AR.SAM SCHEDULE"A" ByLaw No.78-8 passed by the Council of the Corporation of the Town of Newcastle on the 13th day of February, 1978 . i 1 S:UXGALMREGGOVWRANCHUtENMALS%aya AR.SAM THE CONSUMERS'GAS COMPANY LTD. FRANCHISE AGREEMENT THIS AGREEMENT made this day of . 19 BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON hereinafter called the"Corporation" -and- THE CONSUMERS'GAS COMPANY LTD. hereinafter called the"Gas Company" WHEREAS the Gas Company desires to distribute and sell gas in the Municipality upon the term and conditions of this Agreement; AND WHEREAS by by-law passed by the Council of the Corporation(tier"By-law'%the Mayor and the Cleric have been authorized and directed to execute this Agreement on behalf of the Corporation; THEREFORE the Corporation and the Gas Company agree as tbilowws: [ Definitions 1. In this Agreement: (a) "gas"means natural gas,manufactur-ed gas,synthetic natural gas,liquefied petroleum gas or propane-air gas„or a mixture of any of then,but does ad include a liquefied petroleum gas that is distributed by means other than a pipeline; (b) "gas system"means such mains,plants,pipm 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 travelled 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 tine Corporation; # (d) "Municipal"means the territorial limits of the Corporation on the date when this Agreement takes effect.and any territory which may thereafter be brought within dw jurisdiction of the Corporation; i (e) "EngineedRoad Superintendent"means the most senior kWh ideal employed by the Corporation with responsibilities for highways within the Municipality or the person designated by such senior ernploy=or such other person as may from time to time be designated by the Council of the Corporation, S:V-EGA.WEGGOVTRANCtMENEWAL MGTCLAR-SAM It Rights Granted I. 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. Mt aeon of Agreement and Renewal Procedures. The rights hereby given and granted shall be for a term of twenty(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 tenth and cor4dons as may be agreed upon•Until such renewal has been settled,the terms and conditiaas of this Agreement shall continue.notwiduU"ng the expiration of this Agreement.Nothing heroin stated shall preclude either party from applying to the Ontario Energy Board for a renewal of the Agreement pursuant to section 10 of the Munidpat Franchises Act. 111 Conditions i. Approval ofConhstrucdon Before beginning won 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 shall file with the End Superintendent a plan,satisfactory to the Engineer/Road Supenirteadat,drawn to scale and of sufficient detail considering the complexity of the specific foc noon.showing the highways in which it proposes to lay its gas system and the particular parts thereof k proposes to occupy.Geodetic information will 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 EngineedRoad Superintendent may require sections of the gas system to be laid at a greater depth than required by CAN/CSA-Zl 84-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 installation of such works shall be to his satisfaction. Notwithstanding the provisions of the above noted paragraph,in the event it is proposed to at 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 No excavation,opening or work which shall disturb or intafae 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 n#&givan nil panted for a rest apaanaN shill be for a tars of 20 years.The rights vv=wed panted for any submgaan agra nmm shall be fa a term of not more don 15 yam adass both parties ayx m ezta+d the tans to a term of 20 years maximum. 2 S:u.ECALwEGGOVfRANCMENEwALS%AGTCxAR.SAM 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 bulk"plan of equal quality to the pre-construction plan or certification that the pre-construction plan is was built"will be filed with the Wneer/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 tine 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. 4. Restoration. The Gas Company shah well and sufficiently restore,to the reasonable satisfaction of the EngineedRoad Suiperientendent,all highways,municipal wodm or improvements which it may excavate or interfere with in the course of laying.constructing.repairing or removing its gas system,and shall make good any settling or subsidenoe thereafter cav sed by such excavation or interference.if the Gas Company fault at any time to do any wok r tired by this paragraph within a reasonable period of time,the Corporation may do or cause such work to be done and the Gas Company shall,on demand,pay any reasonable account therefor as certified by the Engineer/Road Supa*t xknt. S. Indemnification. The Gas Company shall,at all times,indemnify and save harmless the Corporation from and against all claims,including costs related thereto,for all damages or injuries including death to any person or persons and for damage to any property,arising out of the Gas Company operating,cmwbvctimg,and maintaining its gas system in the Municipality,or utilizing its gas system for the carriage of t as owned by others. Provided that the Gas Company shall 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. 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 them is a gas line fn existence.to give the Gas Company reasonable notice of sack proposed sale or closing and to provide,if it Is feasible,the Gas Company with easernents over that part of die highway proposed to be sold or closed smTkient.to allow the Gas Company to preserve any prat of the gas system in its then existing location.In the event that such easements cannot be provided,the Corporation will dove.as provided in clause fit,7 of this Agreement,in die cost of relocating or altering the gas system to facilitate contintuity of gas service. i 3 SILEGALW EGGOVTRANC"ENEWALSAAGTCLAR.SAM E 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 shall,upon notice to do so,remove andfor 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 shall 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 shall 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 deducting any coritribution paid to the Gas Company by others in respect to such relocation;and for time purposes,the total relocation costs shall be the aggregate of the following: (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 Tinge benefits for these employees, (b) the amount paid for renal 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 widk the project,and (-) R-msonable amount for project engineering and project administradve costs which shall be 22S1% of uie aggregate of the amounts determined in items(a),(b),(c)and(d)above. The total relocation costs as calculated above shall be paid 35%by the Corporation and 650%by the Gas Company. 8. Notice to Drainage Superintendent. In a case where the gas system may affect a municipal drain,the Gas Company shall 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 IV Procedural And Other Matters • 1. Municipal By-laws of General Application. nis Agreement and the respective rights and obligations hereunto of the parties hereto are hereby declared to be subject to the provisions of all regulating statntes and all municipal by-laws of general application and to all orders and regulations made thereunder from time to time minaining in effect save and except by-laws which impose permit fees and by 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. 4 S%EGALIREGWWRANCM WNEWAlS$AGTCLAR.SAM 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 stsucturo,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 past of its gas system,it shall deactivate drat part of its gas system in the Municipality.Thereafter,the Gas Company shall have dre right.but nothing herein contained shall require it,to remove its gas system.If the On Company fails to remove its gas system and the Corporation requires the removal of all or any of the gas system for die purpose of altering or improving a highway or in order to facilitate the construction of utility or other wodm in any highway,do Corporation may remove and dispose of so much of the deactivated gas system as the Corporation may require for such purposes and neither party shall have recourse against the other for any loss,cosk expire or damage occasioned thereby. 4. Agreement Binding Parties. This Agreement shall extend to,benefit and bind the parties thereto,their successors essors 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 MUNICIPALITY OF CLARIN Mayor Clerk THE CONSUMERS'GAS COMPANY LTD. I 5 S\IEGALWEGGOWRANC"ENEWALWGTCLAR.SAM DATED 19 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON and THE CONSUMERS"GAS COMPANY LTD. FRANCHISE AGREEMENT THE CONSUMERS'GAS COMPANY LTD. Atria 111,Suite 1100 2225 Sheppard Avenue East • North York,Ontario M2J 5C2 Attention: legal Department 6 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW NUMBER A BY-LAW TO AUTHORIZE A FRANCHISE AGREEMENT BETWEEN THE CORPORATION AND THE CONSUMERS' GAS COMPANY LTD. WIFREAS the Council of the Corporation deems it expedient to enter into the attached franchise agreement with The Consumers'Gas Company Ltd; AND WIMF.AS the Ontario Energy Board by its Order issued pursuant to The Municipal Franchises Act on the day of . 19 has approved the terms and conditions upon which ana the period for whie;h the franchise provided for in the attached agreement is proposed to be granted,and I=declared and directed that the assent of the municipal electors in respect of this By-law is not necessary; AND WHBRFAS The Consumers'Gas Company Ltd.has provided the Corporation with a consent to the repeal of the By-law haeinafter-referred to: NOW EF'ORE BE ff ENACTED: 1. That the attached franchise agreement between the Corporation and The Consumers'Gas Company Ltd.is hereby authorized and the franchise 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 uada its corporate seal and deliver the aforesaid agreement,which agreement is hereby incorporated into and shall form part of this By-taw. 3. That the By-law referred to in Schedule"A"annexed hereto and forming part of this By-law is hereby m pealed insofar as it applies to any area within the present geographic limits of the Corporation. ENACTED AND PASSED this day of ,19 . Cleric Maya S..gMALWXGGOV*TI ANCMRENMALSV3YCLAR.SAM w SCHEDULE"A" By-Law No.78-8 passed by the Council of the Corporation of the Town of Newcastle on the 13th day of February. 1978 . 1 S:VEGALW.GWV\FRANCMRMEwA"S SYCLMLSAM •ti THE CONSUMERS'GAS COMPANY LTD. FRANCHISE AGREEMENT THIS AGREEMENT made this day of . 19 BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON hereinafter called the"Corporation" -and- THE CONSUMERS'GAS COMPANY LTD. heremafter 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 Mayor and the Clerk have been scut orked and directed to execute this Agreement on behalf of the Corporation; THEREFORE the Corporation and the On Company agree as follows~ 1 Definitions I. In this Agreement: (a) "gas"means natural gas,manufactured gas.synthetic natural gas,liquefied petroleum gas or propane4r gas,or a mixture of any of than,but does not inchide a liquefied petroleum gas that is distributed by means other than a pipeline; (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 travelled 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 die jurisdiction of the Corporation; 'Mu nicipalky"awns the territorial limits of the Corporation on the date when this Agreement (d) talm effect,and any territory which may thereafter be brought within the jurisdiction of the Corporation; (e) E r" ngineedRoad 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. y 2 S.%LEGALWEGGOvw*K >MENEWAL.SN►GTCLAR.SAM It 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 twenty(20)years'fr orn 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 deshu 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,gotwithstanding 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 pw=ant to section 10 of the Municipal Fcanchisa Act. [it Conditions 1. Approval of Construction. Before beginning comanction of or any extension or change to the gas system(except service laterals which do not intarfet:with municipal works in the highway).the Gas Company shag file with the EngirnealRoad SWerintemdent a plan,satisfactory to the Engineer/Road Superiatendetd.drawn to scale and of sufficient detail constde&g the complexity of the specific location,ahoavbg the highways in which it proposes to lay its gas system and the particular parts thereof it proposes to occupy.Geodetic information will not be required except in complex urban intersections in order to&=Trtat+e known projects,being projects which are reasonably anticipated by the EngineerMoad SWPerkdendent.IU EngineedRoad Superintendent may require sections of the gas system to be laid at a greater depth than required by CAN/CSA•Z184-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 installation of such works sha11 be to his satisfaction. Notwithstanding die 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 went may.if the Engincer/Road Superintendent approves of such location,require special conditions or a separate agreemac No excavation,opening or work which shall disdub or interfere with dw anrfacx of the travelled potion of any highway shall be made or done unless a permit therefor has first been obtained from the Engines/Road Superintendent and all works shall be done to his satisfaction. `The rights given and traa ed for a fiat agmw att shall be for a term of 20 yes.The rights gives and pa uW for any subsequent agrwnwA shall be for a wm of tot more o m 1 S yars.w kn both tames agw w extaW the i=w a tart of 20 yaws maxinu m. a 2 S V.EGAI WEGCsOVWRANOfaENEWALMGTCLM.SAM • • C r The Engineer/Road Superintendent's approval,where required throughout this section,shall not be withheld unreasonably. 1 Z. 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 pre-construction plan or certification that the pre-construction 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 EnginewRoad-Superintendent is normally r+eguired,shalt 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 face having jurisdiction. 4. Restoration. The Gas Company shall well and sufficiently restore,to the reasonable satisfaction of the Engineer/Road Superintendent,all 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 shall nWm good any settling or subsidence thereafter caused by such excavation or interferenm if the Gas Company fails at any time to em any work required by this paragraph within a reasonable period of tine,the Corporatioa may do or cam such work to be done and the On Company shall.on demand.pay any reasonable account therefor as certified by the Engineer/Road Superintendent. S. Indemnification. The Gas Company shall,at all tunes,indemnify and save harmless the Corporation from and against all claims,including costs related thereto,for all damages or injuries including death to any person or persons and for damage to any property,arising out of the Gas Company operatin&consuuc&&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 shall 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. 6. Alternative Easenumt. 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 allow 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 111,7 of this Agreement,in the cost of relocating or altering the gas system to facilitate continuity of gas service. I 7 3 SALEGALW EGGOV%FRANCMRENE WALS%AGTCLAR.SAM i f i 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 shall,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 Superintendem Where any part of the gas system relocated in accordance with this section is located on a bridge,viaduct or structure,the Gas Company shall 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 shall 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 deducting any contribution paid to the Gas Company by others in respoet to such relocation;and for time purposes,the total relocation costs shall be the aggregate of the following. (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 time 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 m actors for work related to the Project, (d) the cost to the Gas Company for materials used in connection with the project,and a c►asonable amount for project engineering and project admuiistratiwe costs which shall be 22S% or uhe aggregate of the amounts determined in items(a),(b),(c)and(d)above. The total relocation costs as calculated above shall be paid 35%by the Corporation and 65%by the Gas Company. S. Notice to Diamage Superintendent. In a case where the gas system may affect a municipal drain.the Gas Company shall 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. 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 provisim of all regulating stay 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. 4 S:U EGALIREGWVIFRANC"EcNEWALS%AGTC LAR.SAM 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 tug part of its gas system in the Municipality.Thereafter,the Gas Company stall have the righk 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 construction of utility or other wodm 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 shalt have recourse against the other for any bas„cost,expense or damage occasioned thereby. 4. Agreement Binding Parties. This Agreement shall extend to,benefit and bind the parties thereto,their successors and assigns, respectively. IN WITNESS WHEREOF the parties hereto havt duly executed these presents with effect from the date first above written. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Mayor Clerk THE CONSUMERS'GAS COMPANY LTD. 1 _ 5 S:%M GALW EGGOV%FRANC"ENEWALSVIGTCLAR.SAM DATED 19 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON -and- THE CONSUMERS'CAS COMPANY LTD. FRANCHISE AGREEMENT THE CONSUMERS'CAS COMPANY LTD- Atria 111,Suite 1100 2225 Sheppard Avenue East • North York,Ontario M2J 5C2 Attention: Legal Department 6