Download ATCO Gas and Pipelines Ltd. Franchise Agreement PDF

TitleATCO Gas and Pipelines Ltd. Franchise Agreement
LanguageEnglish
File Size17.4 MB
Total Pages48
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Document Text Contents
Page 1

S
THE CITY OF EDMONTON

BYLAW 15372

ATCO GAS AND PIPELINES LTD. FRANCHISE AGREEMENT BYLAW

Whereas, pursuant to section 4 of the Water, Gas and Electric Companies Act RSA 2000, c. W-
4, Council is required to consent to a company providing natural gas services within a
municipality by passing a bylaw granting that consent;

Whereas, pursuant to section 45 of the Municipal Government Act RSA 2000, c.M-26, Council
may grant a right, exclusive or otherwise, for the provision of a utility service in the
municipality:

Edmonton City Council enacts:

PART I - PURPOSE, DEFINITIONS AND INTERPRETATION

PURPOSE


1 The purpose of this bylaw is to consent to an agreement permitting
ATCO Gas and Pipelines Ltd. to distribute natural gas within
Edmonton.

APPROVAL OF 2 The Franchise Agreement between the City of Edmonton and
FRANCHISE ATCO Gas and Pipelines Ltd. attached as Schedule "A" is hereby
AGREEMENT approved.

PART II- GENERAL

Page 2

Schedule "M to Bylaw 15372 as amended

EXECUTION COPY

NATURAL GAS DISTRIBUTION SYSTEM FRANCHISE AGREEMENT

THE CITY OF EDMONTON

Page 24

Schedule "A" to Bylaw 15372 as amended

- 21 -

18) HAZARDOUS SUBSTANCES

(a) The Municipality has made no representations or warranties as to the quality,
condition or sufficiency of the City Lands for any purpose, or as to the presence
or absence of hazardous substances on, over, under, along or across the City
Lands and the City Lands are used and occupied by the Company at its own risk
with all faults and imperfections whatsoever and on a strictly "as is, where is"
basis. Notwithstanding the above in no circumstance shall the Company be
liable for the remediation or clean up of any hazardous substances existing on,
over, under, along or across the City Lands prior to the execution of this
Agreement, save and except for any remediation or clean up required as a result
of the Company's use, activities or operations on, over, under, along or across
the City Lands prior to execution of this Agreement.

(b) In the event the City Lands become contaminated due to any hazardous
substances on, over, under, along or across the City Lands which result from the
use, activities or operations of the Company in, on, over, under, along or across
the City Lands or which result from any products or goods brought upon the City
Lands by the Company, or by any person for whom it is responsible in law, the
Company agrees to be responsible for any clean up of the City Lands to the
extent the Company is rnandatorily required to do so under applicable law.

(c) Notwithstanding the foregoing, the Municipality shall notify the Company of any
escape, discharge or release of any hazardous substance on City Lands, where the
Company has been given consent to Construct its Gas Distribution System, of
which the Municipality has actual knowledge prior to the Company carrying out
its Work.

19) ASSIGNMENT

In the event that the Company agrees to sell the Gas Distribution System to a third party
purchaser, the Company shall comply with Article 11 above. In addition, the Company will
request that the third party purchaser confirm in writing that it will agree to all the terms and
conditions of this Agreement between the Company and the Municipality. The Company agrees
that it will provide to the Municipality a copy of the third party purchaser's confirmation letter.

The Company agrees to provide the Municipality with reasonable prior written notice of a sale of
the Gas Distribution System to a third party purchaser. The parties shall thereafter meet to
discuss the technical and financial capabilities of the third party purchaser to perform and satisfy
all terms and conditions of the Agreement, and the compensation payable to the Municipality for
all costs including administrative and legal costs relating to providing its consent to the
Assignment. ("Municipal Compensation")

The Municipality has thirty (30) days from the meeting date with the Company to provide
written notice to the Company of its intention to consent or withhold its consent to the
assignment of the Agreement to the third party purchaser. The Company agrees that the
Municipality may provide notice of its intention to withhold its consent to the assignment of this

Page 25

Schedule "A" to Bylaw 15372 as amended

- 22 -

Agreement to the third party purchaser if the Municipal Compensation is inadequate or if the
third party purchaser fails to covenant, in favour of the Municipality, to perform and observe all
of the covenants and obligations of the Company to be performed and observed under this
Agreement and otherwise solely on the basis of reasonable and material concerns regarding the
technical capability or financial wherewithal of the third party purchaser to perform and satisfy
all terms and conditions of the Agreement. In this case, such notice to the Company must
specify in detail the Municipality's concern. Should the Municipality not reply within the thirty
(30) days, it is agreed that the Municipality will be deemed to have consented to the assignment,
The Company further agrees that, when it applies to the Commission for approval of the sale, it
will include in the application any notice received from the Municipality, including the reasons
given by the Municipality for withholding its consent, The Municipality shall have the right to
make its own submissions to the Commission,

Subject to the Company having fulfilled the obligations outlined in the preceding three
paragraphs, the Company shall be entitled to assign this Agreement to an arm's length third party
purchaser of the Gas Distribution System without the consent of the Municipality, subject to
paying the Municipal Compensation for the assignment, and having obtained the Commission's
approval for the sale of the Gas Distribution System and, the third party purchaser's confirmation
in writing that it agrees to all the terms and conditions of this Agreement.

Subject to applicable law (including environmental legislation), where the Commission approves
such sale of the Gas Distribution System to a third party and the third party provides written
confirmation to assume all liabilities and obligations of the Company under this Agreement, then
upon the assignment of this Agreement and the payment of the Municipal Compensation for its
consent to the Assignment subject to Commission approval, the Company shall be released from
all its liabilities and obligations thereunder,

The Company shall be entitled to assign this Agreement to a subsidiary or affiliate of the
Company without the Municipality's consent, Where the Company assigns this Agreement to a
subsidiary or affiliate, the Company will remain jointly and severally liable.

Further, it is a condition of any assignment that the subsidiary, affiliate or third party purchaser,
as the case may be, shall provide written notice to the Municipality indicating that it will assume
all liabilities and obligations of the Company under this Agreement.

Any disputes arising under the operation of this Article shall be submitted to the Commission for
determination,

Page 47

Schedule "A" to Bylaw 15372 as amended

/

Page 48

EFFECTIVE DATE 3 This Bylaw takes effect on the day on which it is passed.

READ a first time this 20th day of January, A. D. 2010;

READ a second time this 21st day of July, A. D. 2010;

READ a third time this 21st day of July, A. D. 2010;

SIGNED and PASSED this 21st day of July, A. D. 2010.

THE CITY OF EDMONTON

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