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## BYLAW 75-2004
A BYLAW OF STRATHCONA COUNTY, IN THE PROVINCE OF ALBERTA, FOR THE PURPOSE OF REGULATING THE USE AND OCCUPATION OF MUNICIPAL RIGHTS-OF-WAY.
WHEREAS pursuant to Section 7 of the Municipal Government Act, R.S.A. 2000, c.M-26, as amended, a Council of a Municipality may pass bylaws for municipal purposes respecting the safety, health and welfare of people and the protection of people and property;
AND WHEREAS pursuant to Section 7 of the Municipal Government Act, R.S.A. 2000, c.M-26, as amended, a Council may pass bylaws for municipa ourposes respecting people, activities and things in, on or near a public place ol place that is open to the public;
AND WHEREAS pursuant to Section 18 of the Municipal Government Act, R.S.A. 2000, c.M-26, as amended, a municipality has the direction, control and management of all roads within the municipality;
AND WHEREAS pursuant to Section 61 of the Municipal Government Act, R.S.A. 2000, C.M-26, as amended, a municipality may grant rights, exclusive or otherwise, with respect to its property, including property under the direction, control and management of the municipality;
AND WHEREAS pursuant to Section 61 of the Municipal Government Act, R.S.A. 2000, c.M-26, as amended, a municipality may charge fees, tolls and charges for the use of its property, including property under the direction, control and management of the municipality;
NOW THEREFORE, the Council of Strathcona County duly assembled, hereby enacts as follows:
## 1. PURPOSE
The purpose of this Bylaw is:
- (a) to require every person proposing to carry out work for the
- to provide the Municipality with information on the type and location of Equipment situated in Rights-of-Way and in lands adjacent to Rights-of-Ways so that the Municipality can manage its Rights-ofWay effectively and efficiently;
- (c) to establish permit and other fees to compensate the Municipality for the installation, maintenance, repair, replacement, extension, operation or ongoing presence of Equipment in Rights-of-Way; and
- (d) to protect the Municipality from costs, damages or liability associated with the installation, maintenance, repair, replacement, extension or operation of Equipment in Rights-of-Way by any person.
## 2. DEFINITIONS
In this Bylaw:
- (a) "Alignment" means a location specified or approved by the Municipality for the location of Equipment in Rights-of-Way;
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- (b) "Applicant" means a person applying for a Permit;
- (c) "Council" means the council of the Municipality;
- 1) "Emergency work means the installation, maintenance, repair placement of Equipment in Rights-of-Way where health, safety or th provision of essential services is endangered;
- (e) "tenne, amia support estates, per simits tacies o antennas, vaults, support structures structures;
- (f) "in", with reference to the placement of Equipment in Rights-of-Way only, means "in, on, over, under, along or across",
- (g) "Municipal Manager" means the County Engineer of the Municipality or his/her delegate;
- (h) "Municipality" means Strathcona County;
- 1) "Permit means any one of the permits and any corresponding applications, in a form set out in Schedule "A" and/or other bylaws o the Municipality, as further modified by the Municipal Manager in any specific case;
- (i) "Person" includes one or more individuals, partnerships, bodies executors,
- (k) "Rights-of-Way Access Agreement" means an agreement approved by Council from time to time that contains one or more provisions for the granting of consent to a person to do Work in Rights-of-Way upon compliance by such person with all other applicable municipal requirements which shall include the Agreement attached as Schedule "F" to this Bylaw;
- (1) "Rights-of-Way Fees" means the fees set out in Schedule "B" and/or other bylaws of the Municipality or the corresponding fees set out in Rights-of-Way Access Agreement other than Rights-of-Way Use anc Occupancy Fees;
- (m) "Rights-of-Way Use and Occupancy Fees" means the fees set out in Schedule "C" and/or other bylaws of the Municipality or the corresponding fees and/or other consideration for the privilege of use and occupation of Rights-of-Way set out by the mutual agreement of the parties to Rights-of-Way Access Agreement;
- (n) "Rights-of-Way Resolution" means a resolution passed by Council granting consent for a person to do Work in Rights-of-Way upon compliance by such person with all other applicable municipal requirements;
- (o) "Rights-of-Way" means the highways, roads, road allowances, streets, lanes, road diversions, bridges, public utility lots, public space, public water or other public places within the jurisdiction of the Municipality, excluding:
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- (i) reserve property;
- (Ill) easements, leases and licenses;
- (il) tax recovery property;
- (iv) fee simple titled property;
- (V) other property designated by the Municipal Manager.
- (p) "Rural Rights-of-Way" shall mean all other Rights-of-Way located withir the boundaries of Strathcona County that are not located within the Urban Service Area for the Hamlet of Sherwood Park
- (9) "Urban Rights-of-Way" shall mean those Rights-of-Way located within the boundaries of the Urban Services Area for the Hamlet of Sherwood
- (r) "Violation Ticket" means a ticket issued pursuant to Part Il or Part Ill of the Provincial Offenses Procedure Act, S.A. 1988, c.P-21.5, as amended, or repealed and replaced from time to time, and regulations thereunder.
- (s) "Work" means the installation, maintenance, repair, replacement, extension or operation of any Equipment in Rights-of-Way, excluding Emergency Work.
## 3. REQUIREMENT FOR MUNICIPAL CONSENT
- (1) Council may pass Rights-of-Way Resolutions and Council or the Municipal Manager may approve Rights-of-Way Access Agreements, subject to such terms and conditions, as Council deems appropriate.
- (2) No person shall do any Work in Rights-of-Way unless the person has:
3. (a) obtained the consent of the Municipality or is acting on behalf of a person who has obtained consent of the Municipality by way of a Rights-of-Way Resolution or Rights-of-Way Access Agreement,
4. obtained all applicable Permits required by the Municipality as determined by the Municipal Manager, and
5. paid all applicable Rights-of-Way Fees required by the Municipality as determined by the Municipal Manager.
## 4. ALTERNATIVES TO THE REQUIREMENT FOR MUNICIPAL CONSENT
- (1) The following agreements shall constitute consent of the Municipality for the urposes of performing Work in Rights-of-Ways, however, the person obtainin uch consent shall in all other respects be subject to and comply with this Bylan
2. (a) Development agreements for residential developments or subdivisions entered into prior to the 1st day of January, 2002, specifically providing for the installation of equipment by the developer;
3. (b) Existing utility franchise agreements approved by the Alberta Energy & Utilities Board, and
4. (c) Existing railway crossing agreements approved by the National Transportation Board.
- (2) Work within the Rights-of-Way, which in the sole and unfettered determination of the Municipal Manager, does not adversely interfere with the Municipality's management of the Rights-of-Way and the public's safe use and
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enjoyment of the Rights-of-Way shall not require the consent of the Municipality for he purposes of performing such Work in the Rights-of-Way; however, the Perso esponsible for such Work shall, in all other aspects, be subject to and comply wit this Bylaw.
## 5. APPLICATION FOR A PERMIT
(1) Every Applicant shall provide all of the information required for a Permit and pay the applicable Rights-of-Way Fees at the time that the application for the Permit is made. An application for a Permit that does not meet these requirements shall be deemed to be incomplete.
- (3) The Municipal Manager may reject an application for a Permit where:
2. (a) the application for the Permit is incomplete,
3. the payment of all applicable Rights-of-Way Fees has not been made,
4. (c) the consent of the Municipality has not been obtained in accordance with Section 3, or
5. (d) any conditions precedent to granting the Permit have not been met.
Perm 3 und, i Manager stato provide a point to ap al or a advised of the refusal.
## 6. APPEALS TO COUNCIL
(1) Any Applicant whose application for a Permit has been refused may appeal the decision of the Municipal Manager to Council by filing with the Municipal Manager, within thirty (30) days of the Municipal Manager's decision, a notice of appeal containing the Applicant's contact information, grounds of appeal and any
(2) Within thirty (30) days of the filing of an appeal notice as set out in Subsection (1), the Municipal Manager shall prepare and deliver a report to Council that shall include:
- (a) the Permit application,
- (b) the Municipal Manager's decision and reasons for any refusal to issue the Permit, and
- (c) the notice of appeal.
(3) Following receipt of the report prepared by the Municipal Manager, Council shall, at such time and place as it determines, review the report described in Subsection (2) and shall:
- (a) confirm the original decision made by the Municipal Manager,
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- refer the matter back to the Municipal Manager and direct the Municipal Manager to reconsider the matter having regard to such considerations or directions as Council may provide, or
- (c) direct the Municipal Manager to issue a Permit on such terms and conditions as Council may determine.
## 7. COMPLIANCE WITH MUNICIPAL CONSENT AND PERMITS
- (1) Every person who obtains the consent of the Municipality to do Work in Rights-of-Way shall comply with the terms and conditions of that consent.
- (2) Every person who obtains a Permit shall comply with the terms and conditions of that Permit, including, without limitation, terms and conditions restricting Work in the Rights-of-Way to the Alignments or other portion of the Rights-of-Way for which authorization is granted in the Permit.
## 8. EMERGENCY WORK
## 9. NOTIFICATION OF WORK ADJACENT TO RIGHTS-OF-WAY
Every person proposing to carry out Work for the installation, replacement, extension or operation of Equipment adjacent to or in lands within 30 metres of the maintenance of the Rights-of-Way, the Work shall be carried out in such a manner satisfactory to the Municipality by the responsible person so as to not adversely impact the future widening, upgrading or maintenance of the Rights-of-Way.
## 10. RELOCATION OF EQUIPMENT
A person whose Equipment is situated in the Right-of-Way shall relocate the Equipment upon request of the Municipal Manager in accordance with the terms of the Right-of-Way Access Agreement approved by the Municipality in accordance with this Bylaw or alternatively, in accordance with the terms of the alternative requirements for municipal consent contained in Section 4 of this Bylaw. If a person who has Equipment located in a Right-of-Way does not have consent for the Equipment to be in the Right-of-Way in accordance with the terms of this Bylaw, the person shall remove or relocate the Equipment in accordance with the terms and conditions specified in writing by the Municipal Manager.
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## 11. RIGHTS-OF-WAY OCCUPANCY FEES
- (1) Every person whose Equipment is situated in Rights-of-Way is liable to pay the applicable Rights-of-Way Use and Occupancy Fees in respect of the period of time during which the Equipment is situated in the Rights-of-Way.
2. Payment of Rights-of-Way Use and Occupancy Fees does not constitute a condition precedent for the granting of municipal consent to Work in Rights-of-Way or for the granting of a Permit.
## 12. PENALTIES
- (1) Every person who fails to do anything that he or she is required to do pursuant to this Bylaw or who does anything that he or she is prohibited from doing under this Bylaw is guilty of an offence and is liable upon summary conviction to fines as set out in Schedule "E".
2. Nothing in this Bylaw shall be construed as curtailing or abridging the right of the Municipality to obtain compensation or to maintain an action for loss of or damage to property from or against the person responsible for a contravention of this Bylaw.
## 13. VIOLATION TICKET
Enforcement Officer, Municipal Manager or his designate have reasonable grounds to believe has contravened any provision of this Bylaw.
## 14. SEVERABILITY
If any portion of the Bylaw is, for any reason, declared invalid, in whole or in part, by any court of competent jurisdiction, such portion shall be deemed a separate, distinct and independent portion. Such declaration shall not affect the validity of the remaining portions, which shall remain in full force and effect.
## 15. RESOLUTION OF INCONSISTENCIES
In the event of any inconsistency between any provision in this Bylaw and a provision in a Rights-of-Way Resolution or a Rights-of-Way Access Agreement the provision in this Bylaw shall take precedence.
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## 16. REPEAL OF 95-2002
Bylaw 95-2002 is hereby repealed. READ the first time this 24 \_ day of \_ august READ the second time this 24 \_ day of \_ august \_ 2004. \_, 2004. READ the third time and duly passed this 24 day of \_august, 2004.
STRATHCONA COUNTY
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PER:
1)O Vantum
MAYOR
PER:\_
MÁNAGER, LEGISLATIVE & LEGAL SERVICES
Date Signed: August 27,2004
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County
## FORMS OF PERMITS AND PERMIT APPLICATIONS
## ENGINEERING & ENVIRONMENTAL PLANNING
ility Line Assignment Permit Application
[Project File Number:
Utility Company:
Date:
Contact Name:
Address:
Phone #:
1. Location of Proposed Work:
Infrastructure Affected
- [ ] Road
- [ ] Lane
- [ ] Walk
- [ ] Boulevard
- [ ] Curb & Gutter
Other
~ Installation:
Alignment/Offset
Length
Depth
No. of Cable/Conduit\_
Size
Type of Installation:
Joint Use? Yes
- [ ] Aerial
- [ ] Direct Buried
- [ ] With
- [ ] Push Other
- [ ] Copper
- [ ] Fibre
- [ ] Coaxia
- [ ] " Other
3. Backtill Method: (if applicable)
4. Utility installation/backtill by:
- [ ] Contractor
Name/Phone
5. Surface restoration by:
~ Anticipated construction start date:
- [ ] Contractor
Name/Phone
Duration:
7. 3-Year no-cut location?
- [ ] Yes -
8. Part of County initiated project?
Program/Project:
- [ ] Yes -
- [ ] No
- [ ] No
9. Drawing Requirements:
- [ ] Alignment
- [ ] - PedVault Locations L
- [ ] Ped/Vault Size
- [ ] Cable Type
- [ ] No. Cable /Conduit
- [ ] \_ Geo-spatial Data
Comments and/or other information:
Strathcona County Approval to Proceed:
- [ ] No
BYLAW 75-2004 SCHEDULE "A"
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## RIGHTS-OF-WAY FEES
## PERMITTING AND INSPECTION FEES
1. These fees are charged to recover the costs of reviewing and circulating applications, issuing Permits and inspecting restoration of the Rights-of-Way.
2. 1.1 The short permit/limited circulation charge of $25.00 per Utility Line Assignment Permit will apply to all applications for a Utility Line Assignment Permit where the length of the Equipment or Work is less than twenty (20) netres and the proposed Work only requires a limited circulation or n circulation. These fees also apply to Buried Line Drop Applications.
3. 1.2 Applications for a Utility Line Assignment Permit where the length of the quipment or Work is greater than twenty (20) metres require a full circulatio nd the long permit charge of $505.00 per Utility Line Assignment Permit wi apply. In addition to this base fee a long permit linear charge of $1.50 per metre of length for each Utility Line Assignment Permit assigned which has Equipment or Work that is greater than twenty (20) metres will apply.
2. The fees outlined above in Sections 1.1and 1.2 are 2001 rates and will be adjusted annually based on a percentage increase equal to the Consumer Price Index Variation, expressed as a percentage rate per annum, calculated and compounded annually for each and every year of the Bylaw. If the change in the Consumer Price Index is a negative sum for any given year then the change in the base rate for that year shall be zero. In addition to the annual adjustment for the Consumer Price Index Variation, the Municipality reserves the right to make further adjustments to the fees as it deems appropriate in its sole discretion.
## AGREEMENT PREPARATION AND ADMINISTRATION FEES
1. These fees are charged to recover the costs associated with preparing and negotiating Rights-of-Way Access Agreements between the Municipality and all other relevant Parties as well as to cover the costs of administering these agreements.
2. 1.1 Within thirty (30) days of execution of a Rights-of-Way Access greement, the Company covenants and agrees to pay to the County : areement Preparation and Administration Fee of up to $2,000.00 to recov the approval and administration costs associated with the negotiation of the Rights-of-Way Access Agreement. The Chief Commissioner, acting reasonably, reserves the right to set this fee commensurate with time required to negotiate, prepare and administer any such Rights-of-Way Agreement.
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## RIGHT-OF-WAY USE AND OCCUPATION FEES
## A. LINEAR RATES
1. These fees are charged to cover the cost of a license of Rights-of-Way for the placement of Equipment. The fees are per linear metre for Equipment constructed in Rights-of-Way.
2. The linear rates outlined above in Section 1.1 are 2001 rates and are base rates established at the time of the enactment of this bylaw.
3. 1.2. The linear rates outlined above will be adjusted annually based on a Index Variation, the Municipality reserves the right to make further adjustments to the linear rates as it deems appropriate in its sole discretion.
4. 1.3. Any Rights-of-Way Access Agreement entered into between the Municipality and any person will be subject to the appropriate rate charges at the time that Rights-of-Way Access Agreement is signed The current linear rates at the time of the signing of Rights-of-Way Access Agreement will be used for the first term of the Rights-of-Way Access Agreement. For any subsequent terms the linear rates will be adjusted pursuant to Section 1.2 of this Schedule "C".
2. The linear rates are subject to the following adjustment factors:
6. 2.1 A reduction for a sharing factor is applied based on the number of persons using a given alignment.
7. 2.2 An additional charge for exclusive rights factor is applied to a person who is an exclusive franchise holder within the Municipality.
8. 2.3 A reduction charge for a depth and disruption factor is applied to Equipment located at a depth greater than 1.5m.
9. 2.4 An additional charge at twice the base rate for persons whose operations present a loss of life risk.
Rights-of-Way Classification
Urban Rights-of-Way
Fee per Linear Metre
$1.70
$0.07
Rural Rights-of-Way
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## B. LOST PRODUCTIVITY COSTS
1. The Lost Productivity Costs are charged to recover the extra costs incurred by the Municipality as a result of extra work required by the Municipality over and above the costs that would be anticipated if the Equipment did not exist in the Rights-of-Way. These costs are charged out based on actual costs incurred by the Municipality.
2. The Lost Productivity Costs are payable to the Municipality within thirty (30) days of receipt of an invoice thereof, provided that the Municipality has provided reasonable written documentation describing these costs including:
- a) the location of the Equipment;
- b) a description of the Municipality's work;
- d) an itemized breakdown of the Municipality's costs including labour, supplies, equipment and applicable loading factors.
- C) an explanation of the nature of the interference caused by the Equipment; and
## C. GOODS AND SERVICES TAX (GST)
1. All charges and fees applicable as per this Bylaw and pursuant to this Schedule "C" shall be payable at the rates stated plus the Goods and Services Tax (GST), if applicable.
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## PERMIT STANDARD TERMS AND CONDITIONS
- These standard terms and conditions apply to all Work conducted by or on behalf of the Applicant.
2. Unless otherwise specifically provided in these standard terms and conditions, capitalized terms herein have the same meaning given to them in Bylaw 752004. "A Bylaw to Regulate the Use and Occupation of a Municipal Rightsof-Way", as amended or replaced from time-to-time.
3. All Work shall conform to all applicable federal, provincial and municipal statutes, laws and by-laws and other applicable legal requirements.
4. All Work shall be conducted and completed to the satisfaction of the Municipal Manager.
5. All Work shall be performed in a manner that safeguards and protects all other support structures, transmission lines, equipment, facilities and improvements of any kind ("Improvements") present in the Rights-of-Way.
6. After completion of any Work, the Applicant shall leave the Rights-of-Way in substantially the same condition in which they were before such Work was undertaken by the Applicant, free from nuisance and to the satisfaction of the Municipal Manager. If the Applicant fails to repair and restore any Rights-ofWay to the satistaction of the Municipal Manager within two (2) days of being notified by the Municipality, the Municipality may effect such repairs and charge all costs related thereto to the Applicant.
7. If the Municipality requires that any Work be stopped, the Applicant shall cease such Work upon delivery of a written notice to the Applicant to that effect by the Municipal Manager.
8. The Applicant shall be at all times responsible for all Work, including the cost of such Work.
9. The Applicant's Work shall not unduly interfere with the public use and enjoyment of the Rights-of-Way.
10. The Applicant shall notify the Municipality promptly of any damage caused by the Applicant in connection with its Work.
11. The Municipality has made no representations or warranties as to the state of repair of the Rights-of-Way or the suitability of the Rights-of-Way for any business, activity or purpose whatsoever and the Applicant hereby agrees to take the Rights-of-Way on an "as is" basis for the purpose of the carrying ut of the Applicant's Work and the Municipality is not responsible, eithe lirectly or indirectly, for any damage to property or injury to a person, includin death, arising from the escape, discharge or release of any hazardous substance from its Rights-of-Way.
- The Applicant may be required to post security with the Municipality from time-to-time in an amount and form acceptable to the Municipal Manager to guarantee the performance by the Applicant of its obligations in connection with Work performed under this Permit. The vehicle by which such security is granted shall, in each case, specify with precision the Work that is guaranteed by the security, and the circumstances under which the Municipality may have recourse to the security. Security posted in respect of certain Work shall be released promptly by the Municipality if and to the extent that the Work is completed to the satisfaction of the Municipal Manager.
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13. BETTE
14. For the purpose of this provision, "hazardous substance" means any hazardous substance and includes, but is not limited to, radiation, petroleum products and byproducts, industrial wastes, clean-up of any hazardous substance in, on, under, along, across and around the Rights-of-Way which result from:
- a) the operations of the Applicant in, on, over, under, along, across or around the Rights-of-Way; or
- b) any products or goods brought in, on, over, under, along, across or around the Rights-of-Way by the Applicant, or by any other person with the express or implied consent of the Applicant.
15. The Municipality shall not, in connection with the Applicant's Work, be liable for any damage to the Equipment or other property of the Applicant, or for the injury or death of any officer, employee, agent, contractor, licensee or invitee of the Applicant except where caused by the willful misconduct of the Municipality or its employees.
6. The Applicant hereby indemnifies the Municipality from and against all losses, liabilities, costs, damages, and expenses (including reasonable legal fees and disbursements) incurred by the Municipality in connection with the Applicant's Work as a result of any claim, action, suit or proceeding basec on a claim of injury to the person or property of any third party caused by the wilful misconduct or negligence of the Applicant, its officers, employees, agents, contractors, licensees or invitees.
17. The Municipality shall not be liable in any way for indirect or consequential losses or damages, or damages for pure economic loss, howsoever caused or contributed to, in connection with the Applicant's Work.
8. The Applicant shall, at its own expense, procure and carry, or cause to be procured and carried and paid for, full workers' compensation coverage for itself and all workers, employees, and others engaged in or upon any Work.
19. The Applicant shall maintain insurance coverage, sufficient in amount and coverage to meet the requirements of the Municipality, as notified by the Municipal Manager from time-to-time. All such insurance policies shall provide that they cannot be cancelled, lapsed or materially changed without at least thirty (30) days notice to the Municipality by registered mail. insurance policies shall contain a cross-liability clause and no subrogation clause as against the Municipality and shall name the Municipality as a named insured.
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## FINES
| VIOLATION | PENALTY |
|--------------------------------------------------------------|-----------|
| Each contravention of any provision of this $10,000.00 Bylaw | |
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## RIGHT-OF-WAY ACCESS AGREEMENT
day of THIS AGREEMENT made the ("Effective Date")
BETWEEN:
STRATHCONA COUNTY, a municipal corporation established pursuant to the laws of the Province of Alberta
(hereinafter called the Municipality)
- and -
(hereinafter called the Company)
WHEREAS the Company provides telecommunications or broadcasting services;
AND WHEREAS, in order to provide telecommunications or broadcasting services the Company wishes to enter on those highways within the jurisdiction of the Municipality delineated in Schedule "A" ("Rights-of-Way") from time-to-time for the purpose of constructing, maintaining, operating and removing support structures, transmission lines and other related telecommunications facilities (as that term is letined in the Telecommunications Act (Canada) ("Telecom Act), such suppo tructures, transmission lines and other related telecommunications facilitie hereinafter called "Equipment", in, on, over, under, along or across the Rights-ofWay;
AND WHEREAS, the Municipality is the public authority having jurisdiction over the Rights-of-Way;
AND WHEREAS, the Company must obtain the Municipality's consent to the occupancy and use of the Rights-of-Way consisting of constructing, maintaining, operating and removing its Equipment in, on, over, under, along or across the Rights-of-Way;
providers hereinafter collectively called "Service Providers") when occupying and using the Rights-of-Way as described above;
AND WHEREAS the Municipality is willing to grant its consent to the occupancy Way by others, as described above;
AND WHEREAS the Municipality and the Company have agreed that it would be mutually beneficial to outline the terms and conditions pursuant to which said consent shall be provided by the Municipality to the Company in the form of a nonexclusive right;
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NOW THEREFORE in consideration of the promises and mutual covenants herein contained, the Municipality and the Company each agree with the other as follows:
## Scope of Municipal Consent
1. hereof for the purpose of constructing, operating, maintaining and removing its Equipment for use only in the provision of "telecommunications services (as defined in subsection 2(1) of the Telecom Act) or "broadcasting" (as defined in subsection 2(1) of the Broadcasting Act (Canada) ("Broadcast Act") subject to the terms and conditions hereinafter set forth and in accordance with all applicable federal, provincial and municipal statutes, laws and by-laws or other applicable rules and regulations.
2. The Company may access the Rights-of-Way in accordance with the terms of this Agreement for the purpose of exercising its rights under section 1 of this Agreement.
## Authorization of Work
3. The Company shall not excavate, break up or otherwise breach the surface of any Rights-of-Way or engage in any other work therein for the purpose of constructing, operating, maintaining or removing any of its Equipment in, on, over, under, along or across any Rights-of-Way (each of these activities hereinafter collectively called "Work") without first:
- a) providing plans to the most senior municipal official responsible for overseeing such Work or his designate ("Municipal Manager"), setting out a proposal for an Alignment for the Company's quipment and such other information required by the Municip anager in a form acceptable to the Municipal Manager; an
- b) obtaining the written authorization of the Municipal Manager to an Alignment.
4. The Company shall provide all required information and obtain all required municipal construction and/or other permits normally required by the Municipality in the circumstances prior to commencing any Work.
5. In the event of an emergency involving the Company's Equipment, the Company may perform such Work as is strictly necessary to end the emergency without the prior consent of the Municipality, provided that the Company notifies the Municipality of the occurrence of the Work within twenty-four (24) hours.
## Conditions
6. All Work conducted by or on behalf of the Company is subject to the following conditions:
- a) the Work shall conform to all applicable federal, provincial and municipal statutes, laws and by-laws or other applicable rules and
- b) the Work shall be conducted and completed to the satisfaction of the Municipal Manager;
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- c) the Work shall be performed in a manner that safeguards and protects all other support structures, transmission lines, equipment, facilities and improvements of any kind ("Improvements") present in the Rights-of-Way;
- d) after completion of any Work, the Company shall leave the Rights-ofWay in substantially the same condition in which it was before such Work was undertaken by the Company, free from nuisance and to the satisfaction of the Municipal Manager. If the Company fails to repair and restore any Rights-of-Way to the satisfaction of the Municipal Manager within two (2) days of being notified by the Municipality, the Municipality may effect such repairs and charge all costs related thereto to the Company;
- e) if the Municipality requires that any Work be stopped, the Company shall cease such Work upon delivery of a written notice to th Company to that effect by the Municipal Manager; an
- f) the Company shall be responsible for all Work, including the cost of such Work.
## Representations and Warranties
7. The Company represents and warrants to, and covenants and agrees with the Municipality that:
- a) the Company's occupancy and use of the Rights-of-Way shall not unduly interfere with the public use and enjoyment of the Rights-ofWay;
- b) the Company has no title to or other ownership or property interest in any Alignments or Rights-of-Way;
- c) the Company shall not register or permit to be registered any instrument claiming an estate, interest or property right in the Rightsof-Way or other property of the Municipality in any real or personal property registry by virtue of the Company's occupancy or use of the Rights-of-Way or this Agreement;
- d) the Company shall not suffer or permit any lien to be filed o registered against any Rights-of-Way;
6. the Municipality has made no representations or warranties as to the state of repair of the Rights-of-Way or the suitability of the Rights-of-Way for any business, activity or purpose whatsoever anc he Company hereby agrees to take the Rights-of-Way on an "as is" basis and that the Municipality is not responsible, either directly or indirectly, for any damage to property or injury to a person, including death, arising from the escape, discharge or release of any hazardous substance from its Rights-of-Way;
7. the Company shall use reasonable efforts to schedule Work and share Alignments and support structures with other Service Providers occupying and using the Rights-of-Way, with the intent of minimizing the necessity for road cuts, construction and the placement of support structures in the Rights-of-Way;
- g) the Company shall notify the Municipality of any damage caused by the Company in connection with its Work, Equipment or enjoyment of its right to occupy and use Alignments under this Agreement;
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- h) the Municipality may cross the Company's Equipment with its own Rights-of-Way, all at no charge to the Municipality and without
- i) all of the covenants al of thing enants presentations areas monia s of the Company under this Agreement shall survive the termination
8. he Municipality represents and warrants to and covenants and agrees wit he Company that the Municipality has jurisdiction over any Rights-of-Wa for which the Municipality grants consent to the Company and has the authority to grant such consent.
## As-Built Drawings
9. The Company shall provide "as-built" drawings to the Municipality in forms) and content acceptable to the Municipal Manager, including electronic format if required, within two (2) months of completing the construction of Equipment in, on, over, under, along or across any Rights-of-Way.
## Utility Coordination
10. The Company agrees to participate in any centralized utility location notification procedures of the Municipality with the Municipality and other Service Providers, and to pay its proportionate share of the costs of the administration of such procedures.
11. The Company further agrees to participate in any utility coordinating committees or forums as may be established by the Municipality, and to pay its proportionate share of the costs of the administration of such forums.
12. The Company shall, at no cost to the Municipality, provide locations of Equipment within forty-eight (48) hours of receiving such requests from the municipality, or if the Company is a member of One Call, then the location of Equipment shall be in accordance with that service.
## Emergencies
13. emergency contact personnel and shall ensure that the aforementioned list is always current.
14. The Municipality shall provide to the Company a current list of twenty-four (24) hour emergency contact personnel for both its own personnel and those of the other Service Providers.
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## Relocation
15. Upon receipt of thirty (30) days advance written notice from the Municipal Manager, or such other time as is mutually agreed to by the parties, the Company shall, at its own expense, provided the Equipment was installe greater than 5 years prior to the request for relocation, relocate Equipment to which this Agreement relates, or perform any other Work in connection with the Rights-of-Way municipal purposes. authorization of the Municipality less than 5 years prior to the request for elocation, or provided further that the relocation is not for a Municipa urpose but is for the benefit of a third party, then the Company sha relocate the Equipment to which this Agreement relates, or perform an! ther Work in connection with the Rights-of-Way as may be required bi he Municipality and may negotiate for the Company's reasonable costs incurred for the relocation of the Equipment with the Municipality or the s the Municipality shall determine and the Company shall reimburse th lunicipality for all related expenses thereby incurred. The Municipalit relocation of the Equipment.
2. option, complete such relocation or other Work. In such event, the Company shall pay the cost of such relocation Work to the Municipality, together with an administrative charge of fifteen percent (15%) of such cost.
## Security
17. The Company may be required to post security with the Municipality from time-to-time in an amount and form acceptable to the Municipal Manager to guarantee the performance by the Company of its obligations in connection with Work performed under this Agreement. The vehicle by which such security is granted shall, in each case, specify with precision the Work that is guaranteed by the security, and the circumstances under which the Municipality may have recourse to the security. Security posted in respect of certain Work shall be released promptly by the Municipality if and to the extent that the Work is completed to the satisfaction of the Municipal Manager.
## Payments to Municipality
18. The Company covenants and agrees to pay to the Municipality:
- a) all of the usual permit fees associated with the permits that the Company requires in connection with its Work; and
- b) the consideration set out in the Municipality's applicable by-laws, as respect to Rights-of-Way Use and Occupancy Fees to recover the cost of the license to occupy and use of the Rights-of-Way.
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## Taxes and Utilities
19. The Company shall, in addition to other amounts specifically payable by it tor the payment of the cost of all services and utilities consumed in respect of the Company's operations.
20. For the purpose of section 19, "taxes" includes, without limitation, all taxes, Juties, levies, assessments, rates, fees or charges of any kind whatsoever imposed, levied, assessed or charged now or in the future by an government authority of any kind, and any payments that are levied in substitution, or in lieu, or in addition to any of the foregoing.
## Late Payment Charges
- Payment terms are net thirty (30) days under this Agreement. Overdue accounts shall be charged interest at the rate of Two percent (2%) per month compounded monthly or at the maximum lawful rate, whichever is
## Obsolete and Abandoned Equipment
22. The Company shall notify the Municipality promptly when it ceases to use CoMpany to remove the sin Equipment ally ma speared period oit the eing no less than ninety (90) days from the date of the Company' notification, failing which such Equipment and any support structur by the Company and title thereto shall vest in the Municipality at the option of the Municipality. Should the Municipality determine that such Equipment Company.
## Excess Capacity
23. Whenever the Company installs new conduits by open cut along or across any Rights-of-Way, and the new conduits are not employed for the sole purpose of connecting a single building or customer location to the Company's Equipment, the Company shall:
2. unless otherwise waived by the Municipal Manager in writing, ensure that any conduits to be placed in the Rights-of-Way are
3. install such additional excess conduit capacity as the Municipal Radio-television and Telecommunications Commission or its
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successor ("CRT") may direct, for the more efficient administration of the occupancy and use of the Rights-of-Way.
24. The Company shall use its best efforts to place its Equipment in or along existing support structures situated in the Rights-of-Way whenever possible.
## Third Party Equipment
25. The Company shall not permit any third party to use any Alignment occupied or used by the Company under this Agreement, unless the third party first provides evidence to the Company that it has entered into an agreement with the Municipality in respect of such use.
2. In all cases where the Company shares ownership or other rights with a third party in respect of any Equipment situated in, on, over, under, along or
27. For the purpose of sections 25 and 26 of this Agreement a "use" of an Alignment by a third party occurs whenever a third party situates any Equipment or connects any Equipment to the Equipment of the Company in, on, over, under, along or across the Alignment, or is in the position where it nay cause any Work to be performed in, on, over, under, along or across the Alignment.
## Term of Agreement
28. Unless otherwise terminated in accordance with its provisions, the initial term of this Agreement shall commence on the Effective Date and shall be 2 years in duration. Unless the Agreement is otherwise terminated in this Agreement and the Municipality's bylaws. The initial term and the subsequent terms to the extent applicable shall be called the Term.
## Default and Termination
29. This Agreement may be terminated at any time during the Term by the mutual written agreement of the Municipality and the Company.
30. This Agreement may be terminated by the Municipality by written notice delivered to the Company upon the occurrence of one of the following events:
3. the Company fails to pay any undisputed amount payable pursuant to this Agreement within ninety (90) days of the date on which the payment is due;
- b) the Company fails to pay fifty percent (50%) of any disputed amount payable pursuant to this Agreement within ninety (90) days of the date on which the Municipality claims that the payment is due;
5. Municipality of the occurrence of such undue interference; or
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- d) there is filed by or against the Company in any court an uncontested Company nate an anato pen to nie i in arrangement for the benefit of creditors and any such assianment or petition remains undismissed after thirty (30) days or is not stayed on appeal.
2. A party to this Agreement may terminate the Agreement upon one hundred and eighty (180) days written notice delivered to the other party if that other arty detaults under any of its obligations under this Agreement and fails t orrect the default prior to the expiry of the one hundred and eiahty (180 day period.
32. Equipment within the timeframe set out in the order shall result in the Equipment being deemed to have been abandoned and title therein shall vest in the Municipality at the option of the Municipality.
## Occupational Health and Safety and Traffic
33. The Company shall conform and shall be responsible for the conformance by its officers, employees, agents, contractors and invitees to all health and safety laws including any regulations requiring installation of safety devices or appliances, and any applicable traffic laws or regulations (collectively "Safety Rules"). The Municipality may, on twenty-four (24) hours written notice to the Company, or sooner if in the opinion of the Municipality the likelihood of harm to persons is imminent, suspend Work performed by or on under, along or across Rights-of-Way where there appears to be a lack of compliance with the Satety Rules or because conditions of danger exist that would likely result in injury to any person. Such suspension shall continue until the lack of compliance or danger is eliminated.
## Environmental Responsibility
34. The Company agrees to assume all environmental liability relating to its occupancy and use of the Rights-of-Way, including but not limited to any liability for clean-up of any hazardous substance in, on, under, along, across and around Rights-of-Way which result from:
- a) the operations of the Company in, on, under, along, across or around the Rights-of-Way; or
- b) any products or goods brought in, on, under, along, across or around the Rights-of-Way by the Company, or by any other person with the express or implied consent of the Company.
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35. For the purpose of subsection 7(e) and section 34, "hazardous substance" means any hazardous substance and includes, but is not limited to, radiation, petroleum contaminants, pollutants, dangerous substances, and toxic substances, as defined in or pursuant to any law, ordinance, rule, regulation, by-law or code, whether federal, provincial or municipal.
## Liability and Indemnification
36. The Municipality shall not, in connection with this Agreement, be liable for any damage to the Equipment or other property of the Company, or for the injury or death of any officer, employee, agent, contractor, licensee ol invitee of the Company except where caused by the willful misconduct of the Municipality or its employees.
37. The Company hereby indemnifies the Municipality from and against all losses, liabilities, costs, damages, and expenses (including reasonable legal fees and disbursements) incurred by the Municipality in connection with this Agreement as a result of any claim, action, suit or proceeding ased on a claim of injury to the person or property of any third part ausea, in whole or in part by the Company, its officers, employees agents, contractors, licensees or invitees.
38. Subject to the provisions of sections 36 and 39, the Municipality hereby indemnities the Company from and against all losses, liabilities, costs, damages, and expenses (including reasonable legal fees and disbursements) incurred by the Company in connection with this Agreement as a result of any claim, action, suit or proceeding based on a claim of injury to the person or property of any third party caused by the wilful misconduct of the Municipality, its officers, employees, agents, contractors, licensees or invitees.
39. Notwithstanding anything contained in this Agreement, the Municipality shall not be liable in any way for indirect or consequential losses or damages, or damages for pure economic loss, howsoever caused or contributed to, in connection with this Agreement or with any Equipment, other property or Rights-of-Way governed hereby.
## Successors and Assigns
40. This Agreement shall be binding upon and shall inure to the benefit of the Company and the Municipality and their respective successors and assignees. For the purposes of this Agreement, "successors" of a party shall include any person, firm, corporation, or other entity which at any time, whether by merger, acquisition, purchase, or otherwise, shall acquire all or substantially all of the assets of that party. The Company may assign this Agreement during the Term to an "affiliate", as that term is defined in the Canada Business Corporations Act (Canada), upon advance written notice to the Municipality. The Company may not otherwise assign this greement without the advance written consent of the Municipality, whic onsent may not be unreasonably withheld. conditioned. or delavec
41. In the event of any assignment of the Agreement by the Company, the Company shall remain jointly and severally liable under this Agreement in all respects with the assignee, and the Municipality may require the assignee to enter into its own agreement with the Municipality before the assignment becomes effective.
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42. Despite section 40, the Company may pledge the rights granted by this Agreement as security without the consent of the Municipality to an erson directly or indirectly providing financing to the Company but such pledge shall not release the Company from its obligations and liabilities under this Agreement.
## Non-Parties to Agreement
43. Nothing in this Agreement shall be construed as affecting any rights or otherwise of others not a party to this Agreement.
## No Property Rights
44. No occupancy or use of the Rights-of-Way under this Agreement shall create or vest in the Company or any other party any ownership or property ights in any Alignments or in the Rights-of-Way, and the Company shall be and remain a non-exclusive occupant and user of the Rights-of-Way.
45. Placement of the Equipment in the Rights-of-Way shall not create or vest in the Municipality any ownership on property rights to the Equipment, except as specifically provided herein.
## Workers' Compensation Coverage
46. The Company agrees that it shall, at its own expense, procure and carry, or cause to be procured and carried and paid for, full workers' compensation coverage for itself and all workers, employees, and others engaged in or upon any Work.
## Insurance
47. The Company shall maintain insurance in sufficient amount and description as will protect the Municipality from claims for damages, personal injury including death, and for claims from property damage which may arise under this Agreement, including but not limited to the construction, maintenance or operation of the Equipment in, on, under, over, along and across the Rightsof-Way or any act or omission of the Company's employees, agents, contractors or licensees.
48. In addition to the foregoing, the Company covenants and agrees that with respect to the insurance coverage described in section 47:
3. the limits of liability for personal injury, bodily injury and property damage combined shall be for not less than five million dollars ($5,000,000.00) for each occurrence, or such other amount as the Municipality may require by written notice delivered to the Company, from time-to-time;
- b) the comprehensive general liability insurance shall extend to cover the contractual obligations of the Company as stated within this Agreement, shall list the Municipality as an additional named insured and shall contain a cross-liability clause and no subrogation clause as against the Municipality; and
5. all policies shall provide that they cannot be cancelled, lapsed or materially changed without at least thirty (30) days notice to the Municipality by registered mail.
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## General
49. Independent Contractors. The relationship of the Company and the Municipality established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed:
- a) to give either party the power to direct or control the day-to-day activities of the other;
- b) to constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking; or
- c) to allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.
50. certified mail (return receipt requested), postage prepaid, to the parties at the addresses listed below (or at such other address for a party as shall be specified by like notice).
If to the Municipality:
2001 Sherwood Drive Sherwood Park, Alberta T8A 3W7 (ph) (780) 464-8080
If to the Company:
51. Modifications. No waiver of or changes to any provision of this Agreement shall be effective unless reduced to writing and signed by authorized representatives of both parties.
52. Waiver. The failure of either party to insist upon strict adherence to any term or condition of this Agreement on any occasion shall not be considered a waiver of any right thereafter to insist upon strict adherence to that term or condition or any other term or condition of this Agreement.
53. Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court or regulator of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect, and the parties shall endeavour to give effect to the Agreement as originally contemplated before the provision was held to be invalid or unenforceable to the maximum extent permitted by law.
54. Counterparts; Original Signature Copies. This Agreement may be executed in counterparts, each of which shall be deemed an original, bu Il of which together shall be deemed to be one Agreement. Facsimil reproductions of signatures shall be deemed to be original.
55. Time. Time is of the essence in this Agreement.
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56. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein, excluding the conflict of law provisions thereof.
57. lay nave at law or equity, limitation, injunctive relief, and specific performance to enforce its rights or the other party's obligations under this Agreement.
58. Headings. The section headings contained in this Agreement are for eference purposes only and shall not in any way affect the meaning o nterpretation of this Agreement. The terms "subsection" and "section reter to subsection and section of this Agreement, respectively, unless explicitly otherwise stated.
59. Gender, Number and Person. Words importing the neuter gender shall trustee, successor, assignee, transferee or personal representative of any of the foregoing. Words importing the singular shall include the plural and
60. Treatment of Personnel. Each party shall bear sole responsibility for payment of compensation (including applicable benefits) to its personnel assigned to perform that party's obligations under this Agreement, and shall also bear sole responsibility for any applicable source deductions required by law in respect of such personnel. Under no circumstances shall the other party be considered the employer of any such personnel.
6. Cumulative remedies. Except as otherwise expressly stated in this Agreement, all remedies available to either party for breach of this are cumulative and may be exercised concurrently or separately and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.
62. No Rules of Construction. This Agreement shall not be interpreted in favour or against a party on the basis of the existence or absence of legal representation in the case of either party or on the basis of the drafter or originator of this Agreement.
63. Inconsistency with Municipal By-laws. In the event of an inconsistency between this Agreement and any applicable by-law, rule or regulation of he Municipality, the by-law, rule or regulation shall take precedence to the
9. Entire Agreement. This Agreement set forth the entire agreement and nderstanding of the parties relating to the subject matter herein ar upersede all prior agreements, whether oral or written, relating to th
65. Acknowledgement. Each party acknowledges that it has read this Agreement, including the Schedules attached hereto and forming par hereof, and each party understands and agrees to be bound by its terms and conditions.
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IN WITNESS WHEREOF, the parties have caused this Agreement to executed by their duly authorized representatives.
## STRATHCONA COUNTY
Per:
MAYOR
MANAGER
LEGISLATIVE & LEGAL SERVICES
[Insert the name of the Company]
Name:
Title:
Name:
Title:
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