The URL can be used to link to this page

Home My WebLink About11 091 Union Gas Limited Memorandum of Understanding THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE J K 1L� • ty; :@:ral; p BY-LAW NO. 2011 — 091 BEING A BY -LAW TO AUTHORIZE THE SIGNING OF A MEMORANDUM OF UNDERSTANDING WITH UNION GAS LIMITED WHEREAS Sections 8 (1) and 9 of the Municipal Act, 2001, S.O. 2001, c. 25, as amended, provide that the powers of a municipality under this or any other Act shall be interpreted broadly so as to confer broad authority on the municipality to • enable the municipality to govern its affairs as it considers appropriate and to enhance the municipality's ability to respond to municipal issues and has the capacity, rights, powers and privileges of a natural person for the purpose of exercising its authority under this or any other Act; AND WHEREAS the Council of The Corporation of the Municipality of Kincardine deems it advisable to enter into a Memorandum of Understanding with Union Gas Limited, subject to the terms and conditions outlined in the attached Schedule 'A'; NOW THEREFORE the Council of The Corporation of the Municipality of Kincardine ENACTS as follows: 1. That The Corporation of the Municipality of Kincardine enter into a Memorandum of Understanding with Union Gas Limited. 2. That the Mayor and Chief Administrative Officer be authorized and directed to sign and execute, on behalf of The Corporation of the Municipality of Kincardine, the Memorandum of Understanding with Union Gas Limited, attached hereto as Schedule "A" and forming part of this By -law and to affix • the corporate seal of the Municipality as required. 3. That this By -law shall come into full force and effect upon its final passage. 4. This By -law may be cited as the "Union Gas Limited Memorandum of Understanding By -law ". READ a FIRST and SECOND TIME this 6th day of July, 2011. ' ayor Clerk l01 READ a THIRD TIME and FINALLY PASSED this 6` day of July, 2011. ayor Clerk • Indemnity Letter This Agreement is made as of June 17th, 2011, between UNION GAS LIMITED ( "Union ") And THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE ( "Customer ") Union and Customer have held discussions related to the provision of natural gas distribution services to existing facilities noted in Schedule A (the "Project ") . Union requires a written covenant from Customer to indemnify and save harmless Union for all of the costs of the studies as list in schedule A In consideration of Union undertaking certain studies as listed in Schedule A, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Customer hereby irrevocably and unconditionally indemnifies and holds harmless Union, and all of Union's affiliates, employees, officers, and directors (collectively , the "Indemnitees ") from all Project Costs which the Indemnities or any of them may incur or suffer in respect of, or in connection with, or in any manner arising out of the studies. "Project Costs" means any and all costs, (whether incurred or suffered before or after the date of this Indemnity Letter by any of the Indemnitees, in connection with or in respect of the studies listed in Schedule A. In no event shall Customer's liability under this Indemnity Letter exceed $ 165,000 CAD. Customer shall pay Union for all Project Costs. Such payment shall be within 30 days of Union submitting an invoice for Project Costs to Customer. Interest on any amounts due hereunder will accrue at an effective monthly interest rate of 1.5 %, compounded monthly, for an annual interest rate of 19.56 %. Union may invoice Customer for Project Costs, from time to time and at any time after execution of this Indemnity Letter and within 12 months of the completion of the work in Schedule A. Notwithstanding anything to the contrary in this Indemnity Letter, Customer shall have the right at any time upon 20 days' written notice to Union (the "Termination Notice ") to terminate for convenience and discontinue the Project, provided that Customer shall pay all Project Costs related thereto reasonably incurred by Union up to the date of termination. Any surplus amounts paid by Customer to Union on account of the cost of the Work and not required by Union to defray such Costs shall be repaid to Customer within sixty (60) days of the date of the Termination Notice. No delay by Union in the exercise of any right or remedy shall operate as a wriver thereof and no single or partial exercise by Union of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. This letter and all acts and transactions hereunder, and all rights of the parties hereto shall be governed as to validity, enforcement, construction, effect, and in all other respects, by the laws of the Province of Ontario, and shall be subject to the jurisdiction of the judicial courts in the Province of Ontario. This letter may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. union A Spectra Energy Company 10145 Notice to the Customer may be sent to The Corporation of the Municipality of Kincardine 1475 Concession 5, RR #5 Kincardine, Ontario N2Z 2X6 Attention John deRosenroll Chief Administration Officer Notice to Union may be sent to Union Gas Ltd 109 Commissioners Road P.O. Box 5353 London, Ontario N6A 4P1 Canada Attention Mark Jones Manager, Institutional Sales If Customer agrees to be bound by the foregoing, please execute below and return a copy to my attention. Yours very truly, Union Gas Limited Mel Ydreos Vice - President, Marketing and Customer Care • SJ _ Mayor L. ry Kraemer The Corpo .tion of the Municipality of Kincardine Jon deRosenroll Chief Administration Officer non gas A Spectra Energy Company 10145 Schedule A: Project 1. Develop a Detailed Load Analysis: (a) For the communities of Chesley, Paisley, Tiverton, Bruce Energy Centre, Kincardine, Point Clark, Ripley, Lucknow. (b) Identify the potential residential, and small commercial customers within these communities. Undertake customer telephone surveys to quantify conversion rates and load profiles. Larger commercial /industrial customers may require direct customer visits (eg greenhouses, grain dryers). (c) Work directly with the five major industrial customers (Greenfield Ethanol, Bruce Power, OPG Nuclear Waste, Paisley Brick and Bruce Agra Dehy) to determine peak day /hourly loads, annual load forecast, pressure requirements and other operating parameters to determine the optimum distribution rate. (d) Determine preliminary piping routes which align with the customer attachments and associated Toads. (e) Determine preliminary project economics including aid to construct costs. This analysis will provide a matrix by individual communities & major industrial customers to allow for project economic assessment impacts (f) Approximate cost of $40,000 ( +) taxes for this work by Union. Expected 4 -5 months to complete 2. Detailed Engineering Cost Analysis: (a) Based upon decisions from Section 1 analysis (final community participation), a detailed routing cost analysis will be determined for the optimum routing corridor. This analysis will include construction specifications and detailed pipeline and stations designs. (b) Determine project economics including aid to construct costs. This analysis should allow for individual community /industry project economic assessment. (c) Approximate cost of $25,000 (+ taxes) for this work by Union. Expected 2 -4 months to complete. 3. Since the above costs are estimates, Union may exceed the above estimated costs but Union will not exceed $65,000 + applicable taxes in total.