3131 To authorize a Franchise agreement between the Town of Tillsonburg and Union Gas LimitedTHE CORPORATION OF THE TOWN OF TILLSONBURG
BY-LAW NUMBER 3131
A BY-LAW TO AUTHORIZE A FRANCHISE AGREEMENT
BETWEEN THE CORPORATION OF THE TOWN OF TILLSONBURG
and UNION GAS LIMITED
WHEREAS the Council of The Corporation of The Town of Tillsonburg deems it expedient
to enter into the attached franchise agreement (the "Franchise Agreement") with Union Gas
Limited;
AND WHEREAS the Ontario Energy Bo rd by its Order issued pursuant to The Municipal
Franchises Act on the day of , 20057has approved the terms and
conditions upon which and the period for w ich the franchise provided in the Franchise
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:
NOW THEREFORE the Council of The Corporation of the Town of Tillsonburg enacts as
follows:
1. THAT the Franchise Agreement between The Corporation of the Town of Tillsonburg and
Union Gas Limited attached hereto and forming part of this by-law is hereby authorized
and the franchise provided for therein is hereby granted.
2. THAT the Mayor and Clerk be and they are hereby authorized and instructed on behalf of
The Corporation of the Town of Tillsonburg to enter into and execute under its corporate
seal and deliver the Franchise Agreement, which is hereby incorporated into and forming
part of this By -Law.
3. THAT the following by-laws be and the same are hereby repealed:
By-law #2449 for The Corporation of the Town of Tillsonburg, passed in Council on the
22nd day of January, 1990;
4. THAT this by-law shall come into force and take effect as of the final passing thereof.
Read a first time this 8th day of November, 2004.
Read a second time this 8th day of November, 2004.
Read a third time and finally passed this 6th day of June, 2005.
THE CORPORATION OTHE TOWN OF TILLSONBURG
Per: //
Stephen Molnar, Mayor
f wI
Michael rave , ,klerk
Page 1
2000 Model Franchise Agreement
................................ ........................... .................. - . . . . . . . . . . . . . . . . . . . . . . . . . .
THIS AGREEMENT effective this day of qLL4k-AL, , 20 01,40
BETWEEN:
THE CORPORATION OF THE TOWN OF TILLSONBURG
hereinafter called the "Corporation"
- and -
LIMITED
hereinafter called the "Gas Company"
WHEREAS the Gas Company desires to distribute, store and transmit 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 duly authorized officers have been authorized and directed to execute this Agreement
on behalf of the Corporation;
THEREFORE the Corporation and the Gas Company agree as follows:
Part I - Definitions
1. In this Agreement
(a) "decommissioned" and "decommissions" when used in connection with parts
of the gas system, mean any parts of the gas system taken out of active use
and purged in accordance with the applicable CSA standards and in no way
affects the use of the term 'abandoned' pipeline for the purposes of the
Assessment Act;
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(b) "Director of Operations" 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;
(c) "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;
(d) "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 distribution, storage and
transmission of gas in or through the Municipality;
(e) "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;
(f) "Model Franchise Agreement" means the form of agreement which the
Ontario Energy Board uses as a standard when considering applications
under the Municipal Franchises Act. The Model Franchise Agreement may
be changed from time to time by the Ontario Energy Board;
(g) "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;
(h) "Plan" means the plan described in Paragraph 5 of this Agreement required
to be filed by the Gas Company with the Director of Operations prior to
commencement of work on the gas system; and
(i) whenever the singular, masculine or feminine is used in this Agreement, it
shall be considered as if the plural, feminine or masculine has been used
where the context of the Agreement so requires.
Part II - Rights Granted
2. To provide gas service
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The consent of the Corporation is hereby given and granted to the Gas Company to
distribute, store and transmit gas in and through the Municipality to the Corporation
and to the inhabitants of the Municipality.
3. To Use Highways
Subject to the terms and conditions of this Agreement 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
distribution, storage and transmission of gas in and through the Municipality.
4. Duration of Agreement and Renewal Procedures
(a) If the Corporation has not previously received gas distribution services, the
rights hereby given and granted shall be for a term of 20 years from the date
of final passing of the By-law.
or
(b) If the Corporation has previously received gas distribution services, the
rights hereby given and granted shall be for a term of 20 years from the date
of final passing of the By-law provided that, if during the 20 year term of
this Agreement, g the Model Franchise Agreement is changed, then on the 71h
anniversary and on the 14th anniversary of the date of the passing of the By-
law, this Agreement shall be deemed to be amended to incorporate any
changes in the Model Franchise Agreement in effect on such anniversary
dates. Such deemed amendments shall not apply to alter the 20 year term.
(c) 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.
This shall not 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.
Part III — Conditions
5. Approval of Construction
Page 4
(a) The Gas Company shall not undertake any excavation, opening or work
which will disturb or interfere with the surface of the travelled portion of any
highway unless a permit therefore has first been obtained from the Director
of Operations and all work done by the Gas Company shall be to his
satisfaction.
(b) Prior to the commencement of work on the gas system, or any extensions or
changes to it (except service laterals which do not interfere with municipal
works in the highway), the Gas Company shall file with the Director of
Operations a Plan, satisfactory to the Director of Operations, drawn to scale
and of sufficient detail considering the complexity of the specific locations
involved, showing the highways in which it proposes to lay its gas system
and the particular parts thereof it proposes to occupy.
(c) The Plan filed by the Gas Company shall include geodetic information for a
particular location:
(i) where circumstances are complex, in order to facilitate known
projects, including projects which are reasonably anticipated by the
Director of Operations, or
(ii) when requested, where the Corporation has geodetic information
for its own services and all others at the same location.
(d) The Director of Operations may require sections of the gas system to be laid
at greater depth than required by the latest CSA standard for gas pipeline
systems to facilitate known projects or to correct known highway
deficiencies.
(e) Prior to the commencement of work on the gas system, the Director of
Operations must approve the location of the work as shown on the Plan filed
by the Gas Company, the timing of the work and any terms and conditions
relating to the installation of the work.
(f) In addition to the requirements of this Agreement, if the Gas Company
proposes to affix any part of the gas system to a bridge, viaduct or other
structure, if the Director of Operations approves this proposal, he may
require the Gas Company to comply with special conditions or to enter into a
separate agreement as a condition of the approval of this part of the
construction of the gas system.
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(g) Where the gas system may affect a municipal drain, the Gas Company shall
also file a copy of the Plan with the Corporation's Drainage Superintendent
for purposes of the Drainage Act, or such other person designated by the
Corporation as responsible for the drain.
(h) The Gas Company shall not deviate from the approved location for any part
of the gas system unless the prior approval of the Director of Operations to
do so is received.
(i) The Director of Operations's approval, where required throughout this
Paragraph, shall not be unreasonably withheld.
(j) The approval of the Director of Operations is not a representation or
warranty as to the state of repair of the highway or the suitability of the
highway for the gas system.
6. As Built Drawings
The Gas Company shall, within six months of completing the installation of any
part of the gas system, provide two copies of "as built" drawings to the Director of
Operations. These drawings must be sufficient to accurately establish the location,
depth (measurement between the top of the gas system and the ground surface at
the time of installation) and distance of the gas system. The "as built" drawings
shall be of the same quality as the Plan and, if the approved pre -construction plan
included elevations that were geodetically referenced, the "as built" drawings shall
similarly include elevations that are geodetically referenced. Upon the request of
the Director of Operations, the Gas Company shall provide one copy of the
drawings in an electronic format and one copy as a hard copy drawing.
7. Emergencies
In the event of an emergency involving the gas system, the Gas Company shall
proceed with the work required to deal with the emergency, and in any instance
where prior approval of the Director of Operations is normally required for the
work, the Gas Company shall use its best efforts to immediately notify the Director
of Operations of the location and nature of the emergency and the work being done
and, if it deems appropriate, notify the police force, fire or other emergency
services having jurisdiction. The Gas Company shall provide the Director of
Operations with at least one 24 hour emergency contact for the Gas Company and
shall ensure the contacts are current.
Page 6
8. Restoration
The Gas Company shall well and sufficiently restore, to the reasonable satisfaction
of the Director of Operations, 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 the Corporation's reasonably incurred
costs, as certified by the Director of Operations.
9. 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.
10. Insurance
(a) The Gas Company shall maintain Comprehensive General Liability
Insurance in sufficient amount and description as shall protect the Gas
Company and the Corporation from claims for which the Gas Company is
obliged to indemnify the Corporation under Paragraph 9. The insurance
policy shall identify the Corporation as an additional named insured, but
only with respect to the operation of the named insured (the Gas Company).
The insurance policy shall not lapse or be cancelled without sixty (60) days'
prior written notice to the Corporation by the Gas Company.
(b) The issuance of an insurance policy as provided in this Paragraph shall not
be construed as relieving the Gas Company of liability not covered by such
insurance or in excess of the policy limits of such insurance.
(c) Upon request by the Corporation, the Gas Company shall confirm that
premiums for such insurance have been paid and that such insurance is in
full force and effect.
Page 7
11. 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, if it is feasible, to
provide 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 and the Gas Company shall share the cost of relocating
or altering the gas system to facilitate continuity of gas service, as provided for in
Paragraph 12 of this Agreement.
12. Pipeline Relocation
(a) 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 Director of Operations.
(b) Where any part of the gas system relocated in accordance with this
Paragraph is located on a bridge, viaduct or structure, the Gas Company
shall alter or relocate that part of the gas system at its sole expense.
(c) Where any part of the gas system relocated in accordance with this
Paragraph 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:
(i) 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,
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,
(iii) the amount paid by the Gas Company to contractors for work
related to the project,
Page 8
(iv) the cost to the Gas Company for materials used in connection with
the project, and
(v) a reasonable amount for project engineering and project
administrative costs which shall be 22.5% of the aggregate of the
amounts determined in items (i), (ii), (iii) and (iv) above.
(d) The total relocation costs as calculated above shall be paid 35% by the
Corporation and 65% by the Gas Company, except where the part of the gas
system required to be moved is located in an unassumed road or in an
unopened road allowance and the Corporation has not approved its location,
in which case the Gas Company shall pay 100% of the relocation costs.
Part IV - Procedural And Other Matters
13. Municipal By-laws of General Application
The Agreement is subject to the provisions of all regulating statutes and all
municipal by-laws of general application, except by-laws which have the effect of
amending this Agreement.
14. Giving Notice
Notices may be delivered to, sent by facsimile or mailed by prepaid registered post
to the Gas Company at its head office or to the authorized officers of the
Corporation at its municipal offices, as the case may be.
15. Disposition of Gas System
(a) If the Gas Company decommissions part of its gas system affixed to a
bridge, viaduct or structure, the Gas Company shall, at its sole expense,
remove the part of its gas system affixed to the bridge, viaduct or structure.
(b) If the Gas Company decommissions any other part of its gas system, it shall
have the right, but is not required, to remove that part of its gas system. It
may exercise its right to remove the decommissioned parts of its gas system
by giving notice of its intention to do so by filing a Plan as required by
Paragraph 5 of this Agreement for approval by the Director of Operations. If
the Gas Company does not remove the part of the gas system it has
decommissioned and the Corporation requires the removal of all or any part
of the decommissioned 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
decommissioned gas system as the Corporation may require for such
purposes and neither party shall have recourse against the other for any loss,
Page 9
cost, expense or damage occasioned thereby. If the Gas Company has not
removed the part of the gas system it has decommissioned and the
Corporation requires the removal of all or any part of the decommissioned
gas system for the purpose of altering or improving a highway or in order to
facilitate the construction of utility or other works in a highway, the Gas
Company may elect to relocate the decommissioned gas system and in that
event Paragraph 12 applies to the cost of relocation.
16. Use of Decommissioned Gas System
(a) The Gas Company shall provide promptly to the Corporation, to the extent
such information is known:
(i) the names and addresses of all third parties who use
decommissioned parts of the gas system for purposes other than the
transmission or distribution of gas; and
the location of all proposed and existing decommissioned parts of
the gas system used for purposes other than the transmission or
distribution of gas.
(b) The Gas Company may allow a third party to use a decommissioned part of
the gas system for purposes other than the transmission or distribution of gas
and may charge a fee for that third party use, provided
(i) the third party has entered into a municipal access agreement with
the Corporation; and
the Gas Company does not charge a fee for the third party's right of
access to the highways.
(c) Decommissioned parts of the gas system used for purposes other than the
transmission or distribution of gas are not subject to the provisions of this
Agreement. For decommissioned parts of the gas system used for purposes
other than the transmission and distribution of gas, issues such as relocation
costs will be governed by the relevant municipal access agreement.
17. Franchise Handbook
The Parties acknowledge that operating decisions sometimes require a greater level
of detail than that which is appropriately included in this Agreement. The Parties
agree to look for guidance on such matters to the Franchise Handbook prepared by
the Association of Municipalities of Ontario and the gas utility companies, as may
be amended from time to time.
Page 10
1.8. Other Conditions
Notwithstanding the cost sharing arrangements described in Paragraph 12, if any
part of the gas system altered or relocated in accordance with Paragraph 12 was
constructed or installed prior to January 1, 1981, the Gas Company shall alter or
relocate, at its sole expense, such part of the gas system at the point specified, to a
location satisfactory to the Director of Operations.
19. Agreement Binding Parties
This Agreement shall extend to, benefit and bind the parties thereto, their
successors and assigns, respectively.
IN WITNESS WHEREOF the parties have executed this Agreement effective from the
date written above.
THE CORPORAT OF THE TOWN OF
TILLSONBURG
P .
v
�§fephen Molnar, Mayor
Michael Gra Clerk
UNION GAS LIMITED
Per:
Christine Ja k n, Assistant Secretary