Fillable Printable Model Franchise Agreement - Ontario
Fillable Printable Model Franchise Agreement - Ontario
Model Franchise Agreement - Ontario
Ontario Energy Board
Model Franchise Agreement
THIS AGREEMENT effective this day of 20
BETWEEN:
hereinafter called the "Corporation"
- and -
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 forming part of
the road allowance now or at any time during the term hereof under the
jurisdiction of the Corporation;
f. "Model Franchise Agreement" means the form of agreement which the Ontario
Energy Board uses as a standard when considering applications under the
Municipal Franchises Act. The Model Franchise Agreement may be changed
from time to time by the Ontario Energy Board;
g. "Municipality" means the territorial limits of the Corporation on the date when
this Agreement takes effect, and any territory which may thereafter be brought
within the jurisdiction of the Corporation;
h. "Plan" means the plan described in Paragraph 5 of this Agreement required to be
filed by the Gas Company with the 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.
or
The consent of the Corporation is hereby given and granted to the Gas Company to
distribute, store and transmit gas in and through the Corporation and to the inhabitants of
those local or lower tier municipalities within the Municipality from which the Gas
Company has a valid franchise agreement for that purpose.
* Footnote: Choose one only.
3. To Use Highways.
Subject to the terms and conditions of this Agreement the consent of the Corporation is
hereby given and granted to the Gas Company to enter upon all highways now or at any
time hereafter under the jurisdiction of the Corporation and to lay, construct, maintain,
replace, remove, operate and repair a gas system for the distribution, storage and
transmission of gas in and through the Municipality.
4. Duration of Agreement and Renewal Procedures.
a. If the Corporation has not previously received gas distribution services, the rights
hereby given and granted shall be for a term of 20 years from the date of final
passing of the By-law.
or
b. If the Corporation has previously received gas distribution services, the rights
hereby given and granted shall be for a term of 20 years from the date of final
passing of the By-law provided that, if during the 20-year term this Agreement,
the Model Franchise Agreement is changed, then on the 7
th
anniversary and on the
14
th
anniversary of the date of the passing of the By-law, this Agreement shall be
deemed to be amended to incorporate any changes in the Model Franchise
Agreement in effect on such anniversary dates. Such deemed amendments shall
not apply to alter the 20-year term.
c. At any time within two years prior to the expiration of this Agreement, either
party may give notice to the other that it desires to enter into negotiations for a
renewed franchise upon such terms and conditions as may be agreed upon. Until
such renewal has been settled, the terms and conditions of this Agreement shall
continue, notwithstanding the expiration of this Agreement. This shall not
preclude either party from applying to the Ontario Energy Board for a renewal of
the Agreement pursuant to section 10 of the Municipal Franchises Act.
Part III - Conditions
5. Approval of Construction
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.
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.
6. As Built Drawings.
The Gas Company shall, within six months of completing the installation of any part of
the gas system, provide two copies of "as built" drawings to the 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.
7. Emergencies
In the event of an emergency involving the gas system, the Gas Company shall proceed
with the work required to deal with the emergency, and in any instance where prior
approval of the 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.
8. 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.
9. Indemnification
The Gas Company shall, at all times, indemnify and save harmless the Corporation from
and against all claims, including costs related thereto, for all damages or injuries
including death to any person or persons and for damage to any property, arising out of
the Gas Company operating, constructing, and maintaining its gas system in the
Municipality, or utilizing its gas system for the carriage of gas owned by others. Provided
that the Gas Company shall not be required to indemnify or save harmless the
Corporation from and against claims, including costs related thereto, which it may incur
by reason of damages or injuries including death to any person or persons and for damage
to any property, resulting from the negligence or wrongful act of the Corporation, its
servants, agents or employees.
10. Insurance
a. The Gas Company shall maintain Comprehensive General Liability Insurance in
sufficient amount and description as shall protect the Gas Company and the
Corporation from claims for which the Gas Company is obliged to indemnify the
Corporation under Paragraph 9. The insurance policy shall identify the
Corporation as an additional named insured, but only with respect to the operation
of the named insured (the Gas Company). The insurance policy shall not lapse or
be cancelled without sixty (60) days' prior written notice to the Corporation by the
Gas Company.
b. The issuance of an insurance policy as provided in this Paragraph shall not be
construed as relieving the Gas Company of liability not covered by such insurance
or in excess of the policy limits of such insurance.
c. Upon request by the Corporation, the Gas Company shall confirm that premiums
for such insurance have been paid and that such insurance is in full force and
effect.
11. Alternative Easement
The Corporation agrees, in the event of the proposed sale or closing of any highway or
any part of a highway where there is a gas line in existence, to give the Gas Company
reasonable notice of such proposed sale or closing and, if is feasible, to provide the Gas
Company with easements over that part of the highway proposed to be sold or closed
sufficient to allow the Gas Company to preserve any part of the gas system in its then
existing location. In the event that such easements cannot be provided, the Corporation
and the Gas Company shall share the cost of relocating or altering the gas system to
facilitate continuity of gas service, as provided for in Paragraph 12 of this Agreement.
12. Pipeline Relocation
a. If in the course of constructing, reconstructing, changing, altering or improving
any highway or any municipal works, the Corporation deems that it is necessary
to take up, remove or change the location of any part of the gas system, the Gas
Company shall, upon notice to do so, remove and/or relocate within a reasonable
period of time such part of the gas system to a location approved by the
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
v. a reasonable amount for project engineering and project administrative
costs which shall be 22.5% of the aggregate of the amounts determined in
items (i), (ii), (iii) and (iv) above.
d. The total relocation costs as calculated above shall be paid 35% by the
Corporation and 65% by the Gas Company, except where the part of the gas
system required to be moved is located in an unassumed road or in an unopened
road allowance and the Corporation has not approved its location, in which case
the Gas Company shall pay 100% of the relocation costs.
Part IV - Procedural And Other Matters
13. Municipal By-laws of General Application
The Agreement is subject to the provisions of all regulating statutes and all municipal by-
laws of general application, except by-laws which have the effect of amending this
Agreement.
14. Giving Notice
Notices may be delivered to, sent by facsimile or mailed by prepaid registered post to the
Gas Company at its head office or to the authorized officers of the Corporation at its
municipal offices, as the case may be.
15. Disposition of Gas System
a. If the Gas Company decommissions part of its gas system affixed to a bridge,
viaduct or structure, the Gas Company shall, at its sole expense, remove the part
of its gas system affixed to the bridge, viaduct or structure.
b. If the Gas Company decommissions any other part of its gas system, it shall have
the right, but is not required, to remove that part of its gas system. It may exercise
its right to remove the decommissioned parts of its gas system by giving notice of
its intention to do so by filing a Plan as required by Paragraph 5 of this Agreement
for approval by the 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
Paragraph 12 applies to the cost of relocation.
16. Use of Decommissioned Gas System
a. The Gas Company shall provide promptly to the Corporation, to the extent such
information is known:
i. the names and addresses of all third parties who use decommissioned parts
of the gas system for purposes other than the transmission or distribution
of gas; and
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.
17. Franchise Handbook
The Parties acknowledge that operating decisions sometimes require a greater level of
detail than that which is appropriately included in this Agreement. The Parties agree to
look for guidance on such matters to the Franchise Handbook prepared by the
Association of Municipalities of Ontario and the gas utility companies, as may be
amended from time to time.
18. Other Conditions
The following paragraph shall be inserted as a special condition in the old Union Gas franchise area,
which is understood to be the franchise area of Union Gas in southwestern Ontario prior to its
merger with Centra Gas.
Notwithstanding the cost sharing arrangements described in Paragraph 12, if any part of
the gas system altered or relocated in accordance with Paragraph 12 was constructed or
installed prior to January 1, 1981, the Gas Company shall alter or relocate, at its sole
expense, such part of the gas system at the point specified, to a location satisfactory to the
Engineer/Road Superintendent.
19. Agreement Binding Parties
This Agreement shall extend to, benefit and bind the parties thereto, their successors and
assigns, respectively.
IN WITNESS WHEREOF the parties have executed this Agreement effective from the
date written above.
THE CORPORATION OF ______________________
By: ___________________________________________
Duly Authorized Officer
[Insert name of Gas Company]
By: ___________________________________________
