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HomeMy WebLinkAbout16 027 EPCOR Utilies Inc. Natural Gas Franchise Agreement By-law THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE KBT 1-t-r • ' 7 ��' ���Ailtt OF KIN�p� BY -LAW No. 2016 - 027 BEING A BY -LAW TO AUTHORIZE A MUNICIPAL FRANCHISE AGREEMENT BETWEEN THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE AND EPCOR UTILITIES INC. WHEREAS EPCOR Utilities Inc. ( "EPCOR ") intends to develop, own and operate a natural gas distribution utility within the Municipality as proposed in its • June 25, 2015 proposal to Council in response to the Request for Proposals initiated by the Municipality dated April 17, 2015; AND WHEREAS the Municipality and EPCOR (the "Parties ") agreed to negotiate and execute a municipal franchise agreement (the "Franch'se Agreement ") by February, 2016; AND WHEREAS the Council of The Corporation of the Municipality of Kincardine deems it expedient to enter into the Franchise Agreement with EPCOR in substantially the form and consistent with the legal advice provided by Borden Ladner Gervais LLP at the Closed Special Council Meeting held on February 19th, 2016; AND WHEREAS given that the February timeline to execute said Franchise Agreement may require that the Mayor of the Municipality of Kincardine sign this Agreement before a final version can be negotiated and be ratified by Council; NOW THEREFORE the Council of The Corporation of the Municipality of Kincardine ENACTS as follows: • 1. That the Franchise Agreement between The Corporation of the Municipality of Kincardine and EPCOR Utilities Inc., which was the subject of legal advice provided to Council by Borden Ladner Gervais LLP at the Closed Special Council Meeting held on February 19th, 2016 is hereby authorized and the franchise provided for therein is hereby granted conditional on EPCOR obtaining all required and necessary approvals from the Ontario Energy Board. 2. That the Mayor is hereby authorized and instructed on behalf of The Corporation of the Municipality of Kincardine to enter into and execute under its corporate seal and deliver the Franchise Agreement by no later than February 22nd, 2016, substantially in the form and consistent with the legal advice provided to Council by Borden Ladner Gervais LLP at the Closed Special Council Meeting held on February 19th, 2016 For greater certainty, in the event that the final form of Franchise Agreement cannot be negotiated and executed substantially in the form and consistent with the legal advice provided to Council by Borden Ladner Gervais LLP at the Closed Special Council Meeting held on February 19th, 2016, the Mayor is hereby authorized to execute a form of Franchise Agreement but which is subject to • ratification by Council at a date after February 22nd, 2016. Page 2 EPCOR Utilities Inc. Natural Gas Franchise Agreement By -Law By -law No. 2016 - 027 3. This by -law shall come into full force and effect upon final passage. • 4. This by -law may be cited as the "EPCOR Utilities Inc. Natural Gas Franchise Agreement By- Law ". READ a FIRST and SECOND TIME this 19th day of February, 2016. READ a THIRD TIME and FINALLY PASSED this 19 day of February, 2016. Mayor Deputy Clerk • • • i • Franchise Agreement THIS AGREEMENT effective this 22nd day of February, 2016 BETWEEN: THE MUNICIPALITY OF KINCARDINE hereinafter called the "Corporation" -and- EPCOR UTILITIES INC. 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 GSA standards and in no way affects the use of the term 'abandoned pipeline for the purposes of the Assessment Act; b. "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; 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 Pagel ofi I 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 7 of this Agreement required to be filed by the Gas Company with the Engineer/Road Superintendent 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 H -Rights Granted To provide gas service: 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. Unless terminated earlier in accordance with subsections (d), (e), (f) or (g) below, 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. b. 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 Page 12 of ii for a renewal of the Agreement pursuant to section 10 of the Municipal Franchises Act. c. For greater certainty, upon the expiration or termination of this Agreement, the gas system remains the sole property of the Gas Company. d. The Corporation may terminate this Agreement by written notice to Gas Company, effective on such date as is specified in such notice, if the Gas Company fails to notify the Corporation in writing of its intention to proceed with the filing of a Leave to Construct (as defined below) application in respect of the gas system, within 60 days of the later of: 0) the GH Date (as defined below); and (ii) the date on which the Province of Ontario provides to the Gas Company a decision in writing regarding access to the Natural Gas Access Loans or Natural Gas Economic Development Grants in respect of the gas system (the"Funding Date"). e. The Corporation may terminate this Agreement by written, notice to Gas Company, effective on such date as is specified in such notice, if the Gas Company fails to file an application pursuant to Section 90 of the Ontario Energy Board Act, /998 for leave to construct the gas system ("Leave to Construct")within 180 days of the latest of: (i)the date of expiry of any appeal or review period applicable to the Ontario Energy Board's decision (or of any subsequent appeal or review) regarding the generic proceeding before the Ontario Energy Board, EB-2016-0004; (ii) the date of final disposition of any appeal or review of the Ontario Energy Board's decision regarding such generic proceeding (the later of the dates referenced in (i) and (ii) being the "GH Date"); and (iii)the Funding Date. f. The Corporation may terminate this Agreement by written notice to Gas Company, effective on such date as is specified in such notice, if the Gas Company's application for Leave to Construct the gas system is not approved by the Ontario Energy Board without material variation and the Gas Company has failed to submit a new or revised application for Leave to Construct the gas system within 180 days of the date of the Ontario Energy Board's decision regarding the Leave to Construct application. g. The Corporation may terminate this Agreement by written notice to Gas Company, effective on such date as is specified in such notice, if the Gas Company has not achieved financial close (as that term may be defined or otherwise agreed to by the parties) within twelve (12) months of obtaining approval of its Leave to Construct application. h. The Corporation may terminate this Agreement by written notice to Gas Company, effective on such date as is specified in such notice, if the gas system is not constructed, in operation and serving the Municipality on or before December 31, 2023 (the "Cliff Date"), provided the Gas Company shall be granted an additional two (2) year period after the Cliff Date to complete construction and put the gas system into operation to serve the Municipality if and only if the Gas Company has been issued Leave to Construct, achieved financial close and commenced construction of the gas system prior to the Cliff Date and the Gas Company continues to demonstrate that it has and is using Page 3 of 11 reasonable commercial efforts to complete construction and commence operations of the gas system within such two year period. I. If the Corporation terminates this Agreement, Gas Company will promptly make an application to the Ontario Energy Board to surrender or cancel any related approval for the Agreement or a Certificate of Public Convenience and Necessity. Part HI -Conditions 5. Annual Fee. Following commencement of operation of the gas system, Gas Company shall pay an annual fee to the Corporation equivalent to 1% of the gross revenue derived by Gas Company for natural gas supplied for consumption within the Municipality minus the natural gas commodity costs incurred by Gas Company in connection with such supply, earned in the preceding calendar year (the "Annual Fee"). The Annual Fee will be payable within 120 days following the end of each calendar year. 6. Tax Rebate, The Corporation will rebate to Gas Company, the Corporation's respective municipal portion of any property or similar taxes, including without limitation payable in relation to ownership or use of or rights in relation to land, buildings, structures or pipelines, paid by Gas Company pursuant to the Ontario Assessment Act directly or indirectly to or for the benefit of the Corporation for the first 10 years of operation of the gas system in the Municipality. In respect of years after the 10th year of operation of the gas system in the Municipality, the above rebates shall cease and the Corporation shall be entitled to directly or indirectly collect said taxes from Gas Company. 7. Approval of Construction 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 therefor has first been obtained from the Engineer/Road Superintendent 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 Engineer/Road Superintendent a Plan, satisfactory to the Engineer/Road Superintendent, 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 Engineer/Road Superintendent, or ii. when requested, where the Corporation has geodetic information for its own services and all others at the same location. Page 4of 11 d. The Engineer/Road Superintendent 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 Engineer/Road Superintendent 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 Engineer/Road Superintendent 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. 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 Engineer/Road Superintendent to do so is received. i. The Engineer/Road Superintendent's approval, where required throughout this Paragraph, shall not be unreasonably withheld. j. The approval of the Engineer/Road Superintendent 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. 8. 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 Engineer/Road Superintendent 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 Engineer/Road Superintendent, the Gas Company shall provide one copy of the drawings in an electronic format and one copy as a hard copy drawing. 9, 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 Page 5 of 11 approval of the Engineer/Road Superintendent is normally required for the work, the Gas Company 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, fire or other emergency services having jurisdiction. The Gas Company shall provide the Engineer/Road Superintendent with at least one 24 hour emergency contact for the Gas Company and shall ensure the contacts are current. 10. 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 the Corporation% reasonably incurred costs, as certified by the Engineer/Road Superintendent. 11. Indemnification. The Gas Company shall, at all times, indemnify and save harmless the Corporation and the members of the municipal council, the officers, employees and agents of 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 a 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. 12. 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 11. 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. Page 6 of 11 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. 13.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 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 14 of this Agreement. 14. 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 Engineer/Road Superintendent. 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, ii. 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, iv: the cost to the Gas Company for materials used in connection with the project, and Page 7 of 11 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 15. Municipal By-laws of General Application The Agreement is subject to the provisions of all regulating statutes and all municipal bylaws of general application, except by-laws which have the effect of amending this Agreement. 16. 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. 17. 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 7 of this Agreement for approval by the Engineer/Road Superintendent. 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 alteiing 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, 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 Page 8 of 11 Paragraph 14 applies to the cost of relocation. 18. 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 IL 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 ii. 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, 19. 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. 20.Agreement Binding Parties. This Agreement shall extend to, benefit and bind the parties thereto, their successors and assigns, respectively. Any assignment of this Agreement or any Party's rights or obligations under this Agreement requires the prior written consent of the other Party, acting reasonably except in the case of the Gas Company who may assign this Agreement to a wholly owned (other than any non-voting securities owned by officers of Gas Company) subsidiary Cr affiliate without prior written consent, provided that (a) the original Gas Company must unconditionally and irrevocably guarantee, in a form satisfactory to the Corporation, acting reasonably, the obligations and liabilities to be assumed by such subsidiary or affiliate; and (b) such subsidiary or affiliate must also be Page 9 of 11 assigned and assume any related agreements between the Corporation and the Gas Company. [Signature page follows.] Page 10 of 11 IN WITNESS WHEREOF the parties have executed this Agreement effective from the date written above. EPCOR Utilities Inc. Per: Name: Title: THE MUNICIPALITY OF KINCARDINE Per: k .. Name: nne Eadie Title: Mayor 1 , i ; Page 11 of 11 IN WITNESS WHEREOF the parties have executed this Agreement effective from the date written above. EPCOR Utilities Inc. Per: "Original signed by Bruce Brander Name: Bruce Brandell Title: Director, Commercial Services THE MUNICIPALITY OF KINCARDINE Per: °Original signed by Anne Eadie" Name: Anne Eadie Title: Mayor Page 11 of 11 Franchise Agreement THIS AGREEMENT effective this 22nd day of February, 2016 BETWEEN: THE MUNICIPALITY OF ARRAN-ELDERSLIE hereinafter called the"Corporation" - and - EPCOR UTILITIES INC. 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; b. "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; 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 Page'I of 11 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 7 of this Agreement required to be filed by the Gas Company with the Engineer/Road Superintendent 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: 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. Unless terminated earlier in accordance with subsections (d), (e), (f) or (g) below, 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. b, 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 Page 2 of 11 for a renewal of the Agreement pursuant to section 10 of the Municipal Franchises Act. c. For greater certainty, upon the expiration or termination of this Agreement, the gas system remains the sole property of the Gas Company. d. The Corporation may terminate this Agreement by written notice to Gas Company, effective on such date as is specified in such notice, if the Gas Company fails to notify the Corporation in writing of its intention to proceed with the filing of a Leave to Construct (as defined below) application in respect of the gas system, within 60 days of the later of (i) the GH Date (as defined below); and (ii) the date on which the Province of Ontario provides to the Gas Company a decision in writing regarding access to the Natural Gas Access Loans or Natural Gas Economic Development Grants in respect of the gas system (the"Funding Date"). e. The Corporation may terminate this Agreement by written notice to Gas Company, effective on such date as is specified in such notice, if the Gas Company fails to file an application pursuant to Section 90 of the Ontario Energy Board Act, 1998 for leave to construct the gas system ("Leave to Construct") within 180 days of the latest of; (i) the date of expiry of any appeal or review period applicable to the Ontario Energy Board's decision (or of any subsequent appeal or review) regarding the generic proceeding before the Ontario Energy Board, EB-2016-0004; (ii) the date of final disposition of any appeal or review of the Ontario Energy Board's decision regarding such generic proceeding (the later of the dates referenced in (i) and (ii) being the "GH Date"); and (iii) the Funding Date. f. The Corporation may terminate this Agreement by written notice to Gas Company, effective on such date as is specified in such notice, if the Gas Company's application for Leave to Construct the gas system is not approved by the Ontario Energy Board without material variation and the Gas Company has failed to submit a new or revised application for Leave to Construct the gas system within 180 days of the date of the Ontario Energy Board's decision regarding the Leave to Construct application. g. The Corporation may terminate this Agreement by written notice to Gas Company, effective on such date as is specified in such notice, if the Gas Company has not achieved financial close (as that term may be defined or otherwise agreed to by the parties) within twelve (12) months of obtaining approval of its Leave to Construct application. h. The Corporation may terminate this Agreement by written notice to Gas Company, effective on such date as is specified in such notice, if the gas system is not constructed, in operation and serving the Municipality on or before December 31, 2023 (the "Cliff Date"), provided the Gas Company shall be granted an additional two (2) year period after the Cliff Date to complete construction and put the gas system into operation to serve the Municipality if and only if the Gas Company has been issued Leave to Construct, achieved financial close and commenced construction of the gas system prior to the Cliff Date and the. Gas Company continues to demonstrate that it has and is using Page 3 of 11 reasonable commercial efforts to complete construction and commence operations of the gas system within such two year period. i. If the Corporation terminates this Agreement, Gas Company will promptly make an application to the Ontario Energy Board to surrender or cancel any related approval for the Agreement or a Certificate of Public Convenience and Necessity. Part HI -Conditions 5. Annual Fee. Following commencement of operation of the gas system, Gas Company shall pay an annual fee to the Corporation equivalent to 1% of the gross revenue derived by Gas Company for natural gas supplied for consumption within the Municipality minus the natural gas commodity costs incurred by Gas Company in connection with such supply, earned in the preceding calendar year (the "Annual Fee"). The Annual Fee will be payable within 120 days following the end of each calendar year. 6. Tax Rebate. The Corporation will rebate to Gas Company, the Corporation's respective municipal portion of any property or similar taxes, including without limitation payable in relation to ownership or use of or rights in relation to land, buildings, structures or pipelines, paid by Gas Company pursuant to the Ontario Assessment Act directly or indirectly to or for the benefit of the Corporation for the first 10 years of operation of the gas system in the Municipality. In respect of years after the 10th year of operation of the gas system in the Municipality, the above rebates shall cease and the Corporation shall be entitled to directly or indirectly collect said taxes from Gas Company. 7. Approval of Construction 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 therefor has first been obtained from the Engineer/Road Superintendent and all work done by the Gas Company shall be to his satisfaction. 1 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 Engineer/Road Superintendent a Plan, satisfactory to the Engineer/Road Superintendent, 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 Engineer/Road Superintendent, or ii. when requested, where the Corporation has geodetic information for its own services and all others at the same location. Page 4 of 11 d. The Engineer/Road Superintendent 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 Engineer/Road Superintendent 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 Engineer/Road Superintendent 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, 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 Engineer/Road Superintendent to do so is received. i. The.Engineer/Road Superintendent's approval, where required throughout this Paragraph, shall not be unreasonably withheld. j. The approval of the Engineer/Road Superintendent 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. 8. 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 Engineer/Road Superintendent. 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 Engineer/Road Superintendent, the Gas Company shall provide one copy of the drawings in an electronic format and one copy as a.hard copy drawing. 9. 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 Page 5 of 11 approval of the Engineer/Road Superintendent is normally required for the work, the Gas Company 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, fire or other emergency services having jurisdiction. The Gas Company shall provide the Engineer/Road Superintendent with at least one 24 hour emergency contact for the Gas Company and shall ensure the contacts are current. 10. 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 the Corporation's reasonably incurred costs, as certified by the Engineer/Road Superintendent. 11. Indemnification The Gas Company shall, at all times, indemnify and save harmless the Corporation and the members of the municipal council, the officers, employees and agents of 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. 12. 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 11. 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. Page 6 of 11 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. 13.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 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 14 of this Agreement. • 14. 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 Engineer/Road Superintendent. 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, ii. 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, iv, the cost to the Gas Company for materials used in connection with the project, and Page 7 of 11 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 15. Municipal By-laws of General Application The Agreement is subject to the provisions of all regulating statutes and all municipal bylaws of general application, except by-laws which have the effect of amending this Agreement. 16. 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. 17. 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 7 of this Agreement for approval by the Engineer/Road Superintendent. 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, 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 Page 8 of 11 Paragraph 14 applies to the cost of relocation. 18. 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 ii. 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 ii. 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. 19. 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. 20.Agreement Binding Parties This Agreement shall extend to, benefit and bind the parties thereto, their successors and assigns, respectively. Any assignment of this Agreement or any Party's rights or obligations under this Agreement requires the prior written consent of the other Party, acting reasonably except in the case of the Gas Company who may assign this Agreement to a wholly owned (other than any non-voting securities owned by officers of Gas Company) subsidiary or affiliate without prior written consent, provided that: (a) the original Gas Company must unconditionally and irrevocably guarantee, in a form satisfactory to the Corporation, acting reasonably, the obligations and liabilities to be assumed by such subsidiary or affiliate; and (b) such subsidiary or affiliate must also be Page 9 of 11 assigned and assume any related agreements between the Corporation and the Gas Company. [Signature page follows.] Page 10 of 11 IN WITNESS WHEREOF the parties have executed this Agreement effective from the date written above. EPCOR Utilities inc. Per: Name: Title: THE CORPORATION OF THE MUNICIPALITY OF ARRAN-ELDERSUE Per: Nam : Paul Ea. on, Mayor Page 11 of ii IN WITNESS WHEREOF the parties have executed this Agreement effective from the date written above, EPCOR Utilities Inc. Per: °Original signed by Bruce Brander Name: Bruce Brandell Title: Director, Commercial Services THE MUNICIPALITY OF ARRAN-ELDERSLIE Per: "OriginEt1 signed by Paul Eagleson" Name Paul Eagleson Title: Mayor Page 11 of 11 Franchise Agreement THIS AGREEMENT effective this 22nd day of February, 2016 BETWEEN: THE TOWNSHIP OF HURON-KINLOSS hereinafter called the "Corporation" -and- EPCOR UTILITIES INC. 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; b. "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; 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 Page I of 11 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 7 of this Agreement required to be filed by the Gas Company with the Engineer/Road Superintendent 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: 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. Unless terminated earlier in accordance with subsections (d), (e), (f) or (g) below, 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. b. 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 Page 2 of 11 for a renewal of the Agreement pursuant to section 10 of the Municipal Franchises Act. c. For greater certainty, upon the expiration or termination of this Agreement, the gas system remains the sole property of the Gas Company. d. The Corporation may terminate this Agreement by written notice to Gas Company, effective on such date as is specified in such notice, if the Gas Company fails to notify the Corporation in writing of its intention to proceed with the filing of a Leave to Construct (as defined below) application in respect of the gas system, within 60 days of the later of (i) the GH Date (as defined below); and (ii) the date on which the Province of Ontario provides to the Gas Company a decision in writing regarding access to the Natural Gas Access Loans or Natural Gas Economic Development Grants in respect of the gas system (the "Funding Date"). e. The Corporation may terminate this Agreement by written notice to Gas Company, effective on such date as is specified in such notice, if the Gas Company fails to file an application pursuant to Section 90 of the Ontario Energy Board Act, 1998 for leave to construct the gas system ("Leave to Construct") within 180 days of the latest of (i)the date of expiry of any appeal or review period applicable to the Ontario Energy Board's decision (or of any subsequent appeal or review) regarding the generic proceeding before the Ontario Energy Board, EB-2016-0004; (ii) the date of final disposition of any appeal or review of the Ontario Energy Board's decision regarding such generic proceeding (the later of the dates referenced in (i) and (ii) being the "GH Date"); and (iii) the Funding Date. f. The Corporation may terminate this Agreement by written noUceE to Gas Company, effective on such date as is specified in such notice, if the Gas Company's application for Leave to Construct the gas system is not approved by the Ontario Energy Board without material variation and the Gas Company has failed to submit a new or revised application for Leave to Construct the gas system within 180 days of the date of the Ontario Energy Board's decision regarding the Leave to Construct application. g, The Corporation may terminate this Agreement by written notice to Gas Company, effective on such date as is specified in such notice, if the Gas Company has riot achieved financial close (as that term may be defined or otherwise agreed to by the parties) within twelve (12) months of obtaining approval of its Leave to Construct application. h. The Corporation may terminate this Agreement by written notice to Gas Company, effective on such date as is specified in such notice, if the gas system is not constructed, in operation and serving the Municipality on or before December 31, 2023 (the "Cliff Date"), provided the Gas Company shall be granted an additional two (2) year period after the Cliff Date to complete construction and put the gas system into operation to serve the Municipality if and only if the Gas Company has been issued Leave to Construct, achieved financial close and commenced construction of the gas system prior to the Cliff Date and the Gas Company continues to demonstrate that it has and is using Page 3 of 11 reasonable commercial efforts to complete construction and commence operations of the gas system within such two year period. i. If the Corporation terminates this Agreement, Gas Company will promptly make an application to the Ontario Energy Board to surrender or cancel any related approval for the Agreement or a Certificate of Public Convenience and Necessity. Part Ill -Conditions 5. Annual Fee. Following commencement of operation of the gas system, Gas Company shall pay an annual fee to the Corporation equivalent to 1% of the gross revenue derived by Gas Company for natural gas supplied for consumption within the Municipality minus the natural gas commodity costs incurred by Gas Company in connection with such supply, earned in the preceding calendar year (the "Annual Fee"), The Annual Fee will be payable within 120 days following the end of each calendar year. 6. Tax Rebate. The Corporation will rebate to Gas Company, the Corporation's respective municipal portion of any property or similar taxes, including without limitation payable in relation to ownership or use of or rights in relation to land, buildings, structures or pipelines, paid by Gas Company pursuant to the Ontario Assessment Act directly or indirectly to or for the benefit of the Corporation for the first 10 years of operation of the gas system in the Municipality. In respect of years after the 10th year of operation of the gas system in the Municipality, the above rebates shall cease and the Corporation shall be entitled to directly or indirectly collect said taxes from Gas Company. 7. Approval of Construction 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 therefor has first been obtained from the Engineer/Road Superintendent 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 Engineer/Road Superintendent a Plan, satisfactory to the Engineer/Road Superintendent, 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 Engineer/Road Superintendent, or ii. when requested, where the Corporation has geodetic information for its own services and all others at the same location. Page 4 of 11 d. The Engineer/Road Superintendent 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 Engineer/Road Superintendent 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 Engineer/Road Superintendent 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. 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 Engineer/Road Superintendent to do so is received, i. The Engineer/Road Superintendent's approval, where required throughout this Paragraph, shall not be unreasonably withheld. j. The approval of the Engineer/Road Superintendent 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. 8. 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 Engineer/Road Superintendent. 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 Engineer/Road Superintendent, the Gas Company shall provide one copy of the drawings in an electronic format and one copy as a hard copy drawing. 9. 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 Page 5 of 11 approval of the Engineer/Road Superintendent is normally required for the work, the Gas Company 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, fire or other emergency services having jurisdiction. The Gas Company shall provide the Engineer/Road Superintendent with at least one 24 hour emergency contact for the Gas Company and shall ensure the contacts are current. 10. 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 the Corporation's reasonably incurred costs, as certified by the Engineer/Road Superintendent. 11. Indemnification The Gas Company shall, at all times, indemnify and save harmless the Corporation and the members of the municipal council, the officers, employees and agents of 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. 12. 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 11 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. Page 6 of 11 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. 13.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 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 14 of this Agreement. 14. 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 Engineer/Road Superintendent. 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, the amount paid by the Gas Company to contractors for work related to the project, iv. the cost to the Gas Company for materials used in connection with the project, and Page 7 of 11 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 15. Municipal By-laws of General Application The Agreement is subject to the provisions of all regulating statutes and all municipal bylaws of general application, except by-laws which have the effect of amending this. Agreement. 16. 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. 17. 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 7 of this Agreement for approval by the Engineer/Road Superintendent. 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, 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 Page 8 of 11 Paragraph 14 applies to the cost of relocation. 18, 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 an 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 IL the Gas Company does not charge a fee for the third = f 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. 19. 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. 20.Agreement Binding Parties This Agreement shall extend to, benefit and bind the parties thereto, their successors and assigns, respectively. Any assignment of this Agreement or any Partys rights or obligations under this Agreement requires the prior written consent of the other Party, acting reasonably except in the case of the Gas Company who may assign this Agreement to a wholly owned (other than any non-voting securities owned by officers of Gas Company) subsidiary or affiliate without prior written consent, provided that (a) the original Gas Company must unconditionally and irrevocably guarantee, in a form satisfactory to the Corporation, acting reasonably, the obligations and liabilities to be assumed by such subsidiary or affiliate; and (b) such subsidiary or affiliate must also be Page 9 of 1 I assigned and assume any related agreements. between the Corporation and the Gas Company, [Signature page follows.] Page 10 of 11 IN WITNESS WHEREOF the parties have executed this Agreement effective from the date written above, EPCOR Utilities Inc. Per: Name: Title: THE TOWNSHIP OF HURON-KINLOSS Per: Name: Mitch Twolan Title; Mayor TOR01: 6215022:vl Page 11 0111 IN WITNESS WHEREOF the parties have executed this Agreement effective from the date written above. EPCOR Utilities Inc. Per: "Original signed by Bruce Brander Name: Bruce Brandeil Title: Director, Commercial Services THE TOWNSHIP OF HURON-KIN LOSS Per: "Original signed by Mitch Twolan" Name: Mitch Twoian Title: Mayor Page 11 of 11 Donna MacDougall From: Roxana Baumann Sent: March-28-17 1:36 PM To: Donna MacDougall;Jennifer Lawrie Subject: FW: Signed Epcor Franchise Agreement Attachments: Franchise Agreement - Huron-Kinloss.pdf; Franchise Agreement - Kincardine.pdf; Franchise Agreement -Arran-Elderslie.pdf This is all I was able to get from Mark Rodger for the signed Epcor agreement. From: Deluca, Lana [mailto:LDeluca@big.com] Sent: March-28-17 12:44 PM To: Roxana Baumann<rbaumann@kincardine.net> Cc: Murray Clarke<mclarke@kincardine.net> Subject: RE:Signed Epcor Franchise Agreement Roxana I have attached the signature page from the application as submitted on the OEB's website. I do not have an actual original signature from Epcor in my files. If you require anything further please let me know. Lana Deluca Legal Assistant to Mark Rodger,Robert Eeuwes and Robert Blackstein T 416.367.6341 I F 416.367.6749 I LDeluca©blg.com Bay Adelaide Centre,East Tower,22 Adelaide St W,Toronto,ON,Canada M5H 4E3 Borden Ladner Gervais LLP I It begins with service Calgary I Montréal I Ottawa I Toronto I Vancouver big.com I To manage your communication preferences or unsubscribe,please click on blq.com/mypreferences/ Please consider the environment before printing this email. This message i intended or.y for!ite named a ipt ni4 Thisa message may contain information that is privileged,�^Slide€t�a€u exempt from disclosure ander app_a a e taw.Arty dissemination...copying,l thismessage,by anyone other than a ram?�,.,^:pi,rtastri prohibited if you are not a named recipient or an employee or agent rcscorisibie for dsr.errg this message to a named recipient.>it .please notify us it neri�_ ty.and F ntiarientty destroy this message anti any copies to,may have.Warning: Ernait ihay not be sant€re unless property encrypted. From: Rodger,J.Mark Sent: March-27-17 3:24 PM To: Roxana Baumann<rbaumannCckincardine.net> Cc: Murray Clarke<mclarke@kincardine.net>; Deluca, Lana<LDeluca@blg.com> Subject: RE:Signed Epcor Franchise Agreement Will do Roxana 1 J. Mark Rodger Lawyer T 416.367.6190 I F 416.367.67491 MRodger@blg.com Bay Adelaide Centre,East Tower,22 Adelaide St W,Toronto,ON,Canada M5H 4E3 Borden Ladner Gervais LLP I It begins with service Calgary I Montréal I Ottawa I Toronto I Vancouver blg.com I To manage your communication preferences or unsubscribe, please click on big.com/mvoreferences/ 1,-,APlease consider the environment before printing this email. This message:s intended only for the named recipients.This message may contain!::for-ri:aien that is privileged confidential or axsarnf;t from disclosure orate applicable law.Any dissemination or c arying of this message by anyona other than a named racipient ic strictly prohibited you are nI?.a-tamed recipient or an employee or agent resoars,i e for deii‘rering this message to a r amid recipient.a..f.lease notify us immec,:c;ply and permanently destroy INF message and any copies.you may have a :g Email may not be secure ertiees properly encrypted From: Roxana Baumann [mailto:rbaumannPkincardine.net] Sent: March-27-17 3:14 PM To: Rodger,J.Mark<MRodger@blg.com> Cc: Murray Clarke<mclarke@kincardine.net> Subject:Signed Epcor Franchise Agreement Hi Mark, We seem to be having some trouble locating the final signed franchise agreement(signed by all municipalities and Epcor). Our auditors are requesting this document. Would you be able to please provide it to us? Thank you, Roxana Roxana Baumann, CMO, CPA, CA Treasurer/Director of Finance Municipality of Kincardine 519-396-3468 Please visit www.kincardine.ca Up at e Val) .r,. 'Sign u p now Subscribe now to News& Updates to receive updates from the Municipality of Kincardine Website. The information contained in this message is intended only for the person(s) named above and may not be otherwise distributed, copied or disclosed. The message may contain privileged, confidential or personal information which is subject to the provisions of the Municipal Freedom of Information and Protection and Privacy Act. If you have received this message in error,please notify the sender immediately and delete the message without making a copy. Thank you. Please consider the environment before printing this email. The information contained in this message is intended only for the person(s) named above and may not be otherwise distributed, copied or disclosed. The message may contain privileged, confidential or personal information which is subject to the provisions of the Municipal Freedom of Information and Protection and Privacy Act. If you have received this message in error, please notify the sender immediately and delete the message without making a copy. Thank you. Please consider the environment before printing this email. 2