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90-42 COUNTY OF ELGIN 90-42 No By-Law LIMITED AT AYLMER LV AUTHORIZE EAST ELGIN CABLE ~A BY-LAW TO AND WHICH TERM SHALL COMPANY HEREINAFTER CALLED THE ( ONTARIO CONSTRUCT. INSTALL TO ) ITS SUCCESSORS AND ASSIGNS INCLUDE WORKS REQUIRED FOR THE TRANSMISSION AND MAINTAIN QPERATE AND RADIO AND RELATED COMMUNICATIONS DISTRIBUTION OF TELEVISION M!J.NICIPALITY OF MUNICIPALITY WITHIN A PORTION OF THE HEREINAFTER CALLED THE SIGNALS AN~ERVICES ELGIN THE COUNTY OF " requested the Corporation of license or right entitling the operate and maintain within the for the transmission and distribu- related communications signals and network of coaxial cable lines ) WHEREAS the Company has the County of Elgin to grant it a Company to install, construct, County of Elgin works required tion of television, radio and services transmitted through owned by the Compàny: and a WHEREAS subject to the terms and conditions hereinafter set forth, the Municipal Council of the Corporation of the County of Elgin has agreed to grant the said license the BE IT THEREFORE ENACTED by the Municipal Council of Corporation of the County of Elgin AND IT IS HEREBY ENACTED as follows: 1. The consent, permission and authority of the Corpora- tion of the County of Elgin be and the same are hereby granted, conferred and assured unto the Company, its successors and assigns for a term of twenty years to enter upon, re-enter, use and occupy all highways now or hereafter within the geographic boundaries of the County of Elgin and over which the Corporation of the County of Elgin has jurisdiction or will hereafter be entitled (hereinafter called the "Licensed Lands") within the County of Elgin to install, construct, operate, maintain, inspect alter, repair, renew, remove, replace and reconstruct such works (hereinafter called "Works") as may be required by the Company for the purpose of transmitting and distributing television, radio and related communications signals and services throughout the County of Elgin. Such works may be located on, under or over the Licensed Lands in the manner as may be designated in accord- ance with the terms of the Agreement annexed hereto. For the purpose of this By-Law and the said Agreement such Works shall include all cables, connections, conduits, pedestals, towers, poles, apparatus, appliances and attachments necessary or inci- dental to such purpose 2 Such right or license shall be subject to all the terms and conditions set out in an agreement to be entered into between the Corporation of the County of Elgin and the Company in pursu- ance of this By-Law, which Agreement shall be in the form hereunto attached 3. The Warden and Clerk of the Corporation of the County of Elgin be and they are hereby authorized and empowered to enter into and to execute on behalf of the Corporation of the County of Elgin the Agreement aforesaid and to affix the corporate seal thereto 2 4 . This By-Law shall come into force and take effect imme- diately after an Agreement in the form hereunto annexed shall have been executed by all the parties thereto. READ a first time this 27th day of July, 1990. READ a second time this 27th day of July, 1990. READ a third time and finally passed this 27th day of July, 1990 ? t...c.......-'-4 ~ <: ¡ 'P'L.Cl1--YV G C. Leverton L. Millman Clerk. Warden THIS AGREEMENT made the day of 1990 BET WEE N : THE CORPORATION OF THE COUNTY OF ELGIN hereinafter called the "Municipality" of the FIRST PART - and - EAST ELGIN CABLE T.V. LIMITED hereinafter called the "Company" of the SECOND PART WHEREAS the Company desires to install, construct, operate and maintain certain works within the geographic boundaries of the County of Elgin for the purpose of transmitting, distributing and selling television, radio and related communications signals and services transmitted through a network of coaxial cable lines owned by the Company; and WHEREAS the Company has requested the Municipality to grant to the Company, its successors and assigns, permission and authority to install, construct, operate and maintain such works on, under or over highways under the jurisdiction of the Municipality in the County of Elgin on the terms and conditions hereinafter set forth; and WHEREAS by By-Law passed by the Council of the Municipality, the Warden and Clerk of the Municipality have been authorized and directed to execute, seal and deliver this Agreement on behalf of the Municipality. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of TWO DOLLARS ($2.00) now paid by the Company to the Municipality, the receipt and sufficiency whereof is hereby acknowledged, and in consideration of the performance of the coven- ants and obligations of the Company as hereinafter set forth, the Parties hereto agree as follows: 1. The consent, permission and authority of the Municipality are hereby granted, conf~rred and assured unto the Company its succes- sors and assigns to enter upon, re-enter, use and occupy all highways now or hereafter within the County of Elgin over which 2 jurisdiction they have or to which the Municipality will hereafter be entitled (hereinafter called the "Licensed Lands") within the geographic boundaries of the County of Elgin to install, construct, operate, maintain, inspect, alter, repair, renew, remove, replace and reconstruct such works (hereinafter called IIWorksll) as may be required by the Company for the purpose of transmitting and distri- buting television, radio and related communications signals and services throughout the geographic boundaries of the Municipality. Such Works may be located on, under or over the Licensed Lands in the manner as may be designated in accordance with the terms of this Agreement. For the purpose of this Agreement such Works shall include all cables, connections, conduits, pedestals, towers, poles, apparatus, appliances and attachments necessary or inci- dental to such purpose. 2. All Works shall be installed in accordance with good engineer- ing and construction practices. The location of all Works shall be subject to the direction and approval of the Municipality's Engineer (which term means from time to time such employee of the Municipality as the Municipality shall have designated as such for the purposes of this Agreement, or failing such designation, the senior employee of the Municipality for the time being charged with the administration of public works and highways in the Municipali ty) . Whenever it may be reasonable and practicable such Works shall be installed along the sides of highways and shall interfere as little as possible with the use and enjoyment of the Licensed Lands and other works and improvements located thereon. 3. Except in the event of emergency no excavation, opening or work which shall disturb or interfere with the surface of any highway shall be made or done unless a permit 'therefore has been obtained from the Munìcipality's Engineer and all such work shall be done under his supervision and to his satisfaction. 4. The Company, before beginning any new Works or extensions to such Works under this Agreement, save and except lateral connec- tions to the dwellings of subscribers to the Company's ~ervices, shall file with the Municipality's Engineer a plan drawn to scale showing the Licensed Lands on which it proposes to construct Works 3 together with written specifications of such Works The Company shall provide the Municipality's Engineer with a revised plan of such Works should there be any alteration in the plan originally filed with the Municipality's Engineer. 5. In the event that the Municipality shall deem it expedient to alter the construction of any work belonging to the Municipality on the Licensed Lands and in the course of such alteration it shall become necessary to have the Company make changes in the Company's Works in order to facilitate such alteration, then upon receipt of reasonable notice in writing from the Municipal Engineer, the Company shall at its own expense change its Works in the manner required. 6. The Company shall carry out the work of constructing, repair- ing, replacing or removing any such Works with all reasonable diligence so that the Licensed Lands shall not be torn up or obstructed for any unnecessary period of time. After completion of such work the Company shall restore the Licensed Lands to the level, grade, condition and state of covering and repa~r as existed prior to the commencement of such work free of obstruction to the satisfaction of the Municipality's Engineer, save and except the location on the Licensed Lands of structures being part of such Works. In the event that the Company fails at any time to comply with the provisions of this Paragraph 6, the Municipality may forthwith have such restoration work done at the expense of the Company and the Company shall on demand pay any reasonable account therefore certified by the Municipality's Engineer. 7. The Company shall at all times wholly indemnify the Municipality from and against all loss, damage, injury and expense to which the Municipality may be put by reason of any damage or injury to persons or property resulting from the construction, repair, maintenance, removal or operation by the Company of any of its Works located on the Licensed Lands unless such loss, damage, injury or expense is occasioned by Act of God or by the act, neglect or default of some person, firm or corporation other than the Company its servants contractors sub-contractors agents or employees 4 8 The Municipality will not build nor permit any other person firm or corporation to build any structure or structures encasing any of the Company's Works. 9. The license hereby granted by the Municipality shall be for a term of TWENTY (20 ) Years from the date hereof. This Agreement shall not be construed to require the Company to construct any Works on any part of the Licensed Lands. 10. Notwithstanding that the Company's Works shall become affixed to the Licensed Lands, the Company shall at all times retain title to such Works. Upon the expiration of the term of this license or any renewal thereof, the Company shall have the right, but nothing herein shall require it, to remove its Works from the Licensed Lands; provided that forthwith upon such expiration the Company shall deactivate such Works. If the Company should leave its Works on the Licensed Lands as aforesaid and the Municipality should at any time after a lapse of ONE ( 1) year from the expiry of the term of this license or any renewal thereof require the removal of any or all of such Works, the Municipality may remove and dispose of so much of the said Works as the Municipality may require and neither Party to this Agreement shall have recourse against the other for any loss, cost or expense occasioned thereby. 11. Whenever the word "highway" is used in this Agreement it shall mean common and public highways and shall include any bridge form- ing part of a highway on or over and across which a highway is located and any public square or road allowance and shall include not only the travelled portion of such highway, but also ditches, driveways, sidewalks, sodded areas and all areas forming part of the road allowance. 12. Any notice to be given under any of the provisions of this Agreement may be effectually given to the Municipality by deliver- ing the same to the Municipal Clerk or by sending the same to him by registered mail postage prepaid; to the Company by delivery or by registered mail postage prepaid to: Box 1800, Aylmer, Ontario N5H 3E7 or such addresses the Company may from time to time designate. Any such notice if delivered shall be deemed to be received on the 5 date of delivery if mailed on the day that is the day of actual receipt or TWO ( 2 business days after the date of mailing, which- ever is the earlier. 13. This Agreement shall extend to, benefit and bind the Parties hereto, their successors and assigns respectively. IN WITNESS WHEREOF the Company has hereunto caused its corporate seal to be affixed and this Agreement signed by its proper officers authorized in that behalf and the Municipality has hereunto caused its corporate seal to bè affixed and this Agreement signed by the Warden and the Clerk THE CORPORATION OF THE COUNTY OF ELGIN Warden Clerk EAST ELGIN CABLE T.V. LIMITED