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HomeMy WebLinkAbout99-52 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW 99-52 being a by-law to authorize a Franchise Agreement between the Corporation of the Municipality of Clarington and the Consumers' Gas Company Ltd. WHEREAS THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON deems it expedient to enter into the attached Franchise Agreement with The Consumers' Gas Company Ltd.; AND WHEREAS the Ontario Energy Board by its Order issued pursuant to The Municipal Franchises Act on the 11th day of March 1999 has approved the terms and conditions upon which and the period for which the franchise provided for in the attached agreement is proposed to be granted, and has declared and directed that the assent of the municipal electors in respect of this by-law is not necessary; AND WHEREAS The Consumers' Gas Company Ltd. has provided the Corporation with a consent to the repeal of the by-law hereinafter referred to: NOW THEREFORE BE IT ENACTED: 1. THAT the attached Franchise Agreement between the Corporation and The Consumers' Gas Company Ltd., is hereby authorized and the franchise provided for therein is hereby granted. 2. THAT the Mayor and the Municipal Clerk are hereby authorized and instructed on behalf of the Corporation to enter into and execute under its corporate seal and deliver the aforesaid agreement, which agreement is hereby incorporated into and shall form part of this by-law. 3. THAT the by-law referred to in Schedule "A"annexed hereto and forming part of this by-law is hereby repealed insofar as it applies to any area within the present geographic limits of the Corporation. By-law read a first and second time this 26th day of April 1999. By-law read a third time and finally passed this 26th day of April 1999. MAYOR L74�71� MUNICIPAL CLERK SCHEDULE A TO BY-LAW 99-52 4, \ ' 1 THE CORPORATION OF THE TOWN OF NEWCASTLE By-Law No. 78-8 Being a by-law to authorize a Franchise Agreement between the Corporation and the Consumers' Gas Company. WHEREAS the Council of the Corporation deems it expedient to enter into the attached franchise agreement with The Consumers' Gas Company; AND WHEREAS the Ontario Energy Board by its Order issued pursuant to The Municipal Franchises Act on the 9th day of January, 1978 has approved the terms and conditions upon which and the period for which the franchise provided for in the attached agreement is proposed to be granted, and has declared and directed that the assent of the municipal electors in respect of this By-law is not necessary; AND WHEREAS The Consumers' Gas Company has provided the Corporation with a consent to the repeal of certain By-laws hereinafter referred to; NOW THEREFORE BE IT ENACTED: 1. THAT the attached franchise agreement between the Corporation and The Consumers' Gas Company is hereby authorized and the franchise provided for therein is hereby granted. 2. THAT the Mayor and Clerk are hereby authorized and instructed on behalf of the Corporation to enter into and execute under its corporate seal and deliver the aforesaid agreement, which agreement is hereby incorporated into and shall form part of this By-law. 3. THAT the By-laws referred to in Schedule "A" annexed hereto and forming part of this By-law are hereby repealed insofar as they apply to any area within the present geographic limits of the Corporation. By-Law Read a First and 4econd Time this 13th day of February, 1978. By-Law Read a Third Time and Finally Passed this . .�.3 day of 1978. G.B. Rickard.//'�l�` Mayor J.M. McIlroy Clerk AIRD & BERLIS BARRISTERS& SOLICITORS HON,JOHN B.AIN D,O.C..O,c. DOUGLAS A.BERLIS,Ti.�' J.DAV [) .Ei0HME,o.C. RICHARD J,ZIMMERMAN,D.c. TELEPHONE(416)364-1241 CARL T.GRANT,p,C, GRAHAM D.WORLEY,QC CABLE "MAXIMS' TORONTO R P .STEPHEN ADDON,O.C. J.PAUL TERRY G.5.0EN NETT ROBERT N-GRANGER TELEX 06-22702 HAROLD R.BERRY,oc DAMES D.SHARPLES TELECOPIER .. W. S.VA U HA tv J.P,DAWSON RALPH D.DALGARNO JAMES G.MATTIIEWS PATRICIA R.GERMAN GEOFFREY D F.SNEPRETT T.E.R.BUTCHER ERIC L.VERSTEEG 15TH FLOOR, YORK CENTRE JOHN J.PIIALE PETER Y.ATKINSON ALBERT J.MILSTEIN PETER R.BROWN 145 KING STREET WEST EDMUND C.SMITH WILLIAM G.VANDERBURCH CARRY W. DAWSON ROBERT CANADA MSH 23 ERT J.HOWE J DONALD L.WEST PAUL V.MCCALLEN COUNSEL:JOHN G.EDISON.or. February 23, 1978. Mr. J.M. McIlroy, Clerk, Town of Newcastle, 40 Temperance Street, Bowmanville, Ontario, IIC 3A6. f Dear Sir: Re: The Consumers' Gas Company - Municipal Gas Franchise_ _ r. Y our Further to letter of February 15th last we enclose two copies of Y By-Law No. 78-8 with the annexed franchise agreements duly executed by The Consumers' Gas Company. We thank you for your co-operation with respect to this franchise application. Yours very truly, PYA/ces P.Y. Atkinson, Enclosures C.C. Mr. J. Fagan THE CORPORATION OF THE TOWN OF NEWCASTLE BY-LAW NUMBER A BY-LAW TO AUTHORIZE A FRANCHISE AGREEMENT BETWEEN THE CORPORATION AND THE CONSUMERS' GAS COMPANY WHEREAS the Council of the Corporation deems it expedient to enter into the attached franchise agreement with The Consumers' Gas Company; AND WHEREAS the Ontario Energy Board by its Order issued pursuant to The Municipal Franchises Act on the 9th day of January 1978 has approved the terms and conditions upon which and the period for which the franchise provided for in the attached agreement is proposed to be granted, and directed and has declared/that the assent of the municipal electors in respect of this By-law is not necessary; AND WHEREAS The Consumers' Gas Company has provided the Corporation with a consent to the repeal of certain By-laws hereinafter referred to; v' NOW THEREFORE BE IT ENACTED: 1. That the attached franchise agreement between the Corporation and The Consumers'Gas Company is hereby authorized and the franchise provided for therein is hereby granted. 2. That the Mayor and Clerk are hereby authorized and instructed on behalf of the Corporation to enter into and execute under its corporate seal and deliver the aforesaid agreement, which agreement is hereby incorporated into and shall form part of this By-law. 3. That the By-laws referred to in Schedule "A" annexed hereto and forming part of this By-law are hereby repealed insofar as they apply to any area within the present geographic limits of the Corporation. ENACTED AND PASSED this day of 19 78. Clerk % Mayor 084.01(Rev.1/77) THIS AGREEMENT made the �� �' day of ���^ 19 7 BETWEEN: THE CONSUMERS' GAS COMPANY hereinafter called the "Company" OF THE FIRST PART and THE CORPORATION OF THE TOWN OF NEWCASTLE hereinafter called the "Municipality" OF THE SECOND PART WHEREAS the Company desires to distribute and sell gas(which term shall mean and include natural gas, manufactured gas, synthetic gas, or liquefied petroleum gas, and includes any mixture of natural gas, manufactured gas,synthetic gas,or liquefied petroleum gas,but does not include a liquefied petroleum gas that is distributed by means other than a pipe line)in the Municipality upon the terms and conditions hereinafter set forth. AND WHEREAS by By-law passed by the Council of the Municipality, the Mayor 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 for valuable consideration,(the receipt and sufficiency of which is hereby acknowledged): 1. The consent, permission and authority of the Municipality are hereby given and granted to the Company, to supply gas to the Municipality and to the inhabitants thereof and to enter upon all highways now or at any time hereafter within the jurisdiction of the Municipality and to lay,maintain,operate and repair such mains and pipes as the Company may require therein and thereon for the transmission and supply of gas in and through the Municipality together with the right to construct, maintain and repair all necessary regulators,valves, curb boxes, safety appliances and other appurtenances that may be necessary in connection with the transmission and supply of gas in the Municipality. 2. The Company shall well and sufficiently restore forthwith to as good condition as they were in before the commencement of the Company's operation to the satisfaction of the Municipal 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 Municipality)all highways,squares and public places which it may excavate or interfere with in the course of laying, constructing,or repairing or removing of its mains, pipes,regulators, valves, curb boxes, safety appliances and other appurtenances and shall make good any settling or subsidence thereafter caused by such excavation, and further,in the event of the Company failing at any time to do any work required by this Section the Municipality may forthwith have such work done and charged to and collect from the Company the cost thereof and the Company shall on demand pay any reasonable account therefor certified by the Municipal Engineer. '3. The Company shall, at all times, wholly indemnify and save harmless the Municipality from and against all loss, damage and injury and expense to which the Municipality may be put by reason of any damage or injury to persons or property caused by the construction, repair, maintenance or operation by the Company of any of its works in the Municipality provided, however, that the Company shall not be required to indemnify or save the Municipality harmless against loss, damage, injury and expense if the same is caused by the imprudence, neglect, or want of skill of employees or agents of the Municipality. The Company agrees that this clause shall have force and effect from August 21st, 1976, to the date of the expiration of this agreement. 4. Except in the event of emergency no excavation, opening or work which shall disturb or interfere with the service of any highway shall be made or done unless a permit therefor has first been obtained from the said Municipal Engineer, and all such work shall be done under his supervision, and to his satisfaction. In the event of an emergency, where no permit has been first obtained, the Company shall as soon as possible give notice in writing to the Corporation of the work done or being done. 5. The location of all pipes and works on said highways shall be subject to the direction and approval of the Municipal Engineer and all such pipes and works, whenever it may be reasonable and practicable, shall be laid in and along the sides of said highways. 6. The Company before beginning any new work in the said Municipality under this Agreement,save and except lateral service pipes,shall file with the Municipal Engineer a plan drawn to scale showing the highways in which it proposes to lay mains, and pipes, and the particular parts thereof it proposes to occupy for any of such purposes together with definite written specifications of the mains,pipes and works proposed to be laid or constructed by it, specifying the materials and dimensions thereof,and the depth at which the same are to be laid, and similar plans and specifications shall be filed with the said Municipality of all extensions of,or additions to such mains,pipes,or works before any such extensions or addition shall be begun. Provided further that the Company shall provide the Municipal Engineer with a revised plan of the location of any main should there be any alteration in the plan originally filed with the Municipal Engineer. 7. The Company shall use at all times proper and practicable means to prevent the escape or leakage of gas from its mains and pipes and the causing of any damage or injury therefrom to any person or property. 8. The rates to be charged and collected and the terms of service to be provided by the Company for gas supplied by it under this franchise shall be the rates and the terms of service approved or fixed by the Ontario Energy Board or by any other person or body having jurisdiction to approve or fix such rates or terms of service. Any application to approve or fix rates to be charged and collected or terms of services to be provided by the Company for gas supplied by it shall be made in accordance with The Ontario Energy Board Act,R.S.O. 1970,Chapter 312,as amended from time to time or any other statute regulating such application. 9. The Municipality will not build or permit any Commission or other public utility or person to build any structure or structures encasing any mains or pipes of the Company. 10. (a)This Agreement and the respective rights and obligations hereunto of the parties hereto are hereby declared to be subject to the provisions of all regulating statutes and to all orders and regulations made thereunder and from time to time remaining in effect; and in event of any dispute or disagreement between the parties hereto as to the meaning or interpretation of anything herein contained or as to the performance or non-performance by either of such parties of any of the provisions hereof or as to the respective rights and obligations of the parties hereto hereunder, either of such parties may refer such dispute or disagreement to arbitration under the provisions of Paragraph 10(b) hereof. (b) Whenever The Municipal Arbitrations Act R.S.O. 1970, Chapter 286 shall extend and apply to the Municipality any references to arbitration pursuant to the provisions of Paragraph 10 (a) hereof shall be to the Official Arbitrator appointed under the Act and shall be governed by the provisions of that Act. At any other time the procedure upon an arbitration pursuant to the provisions of the said Paragraph 10 (a) shall be as follows: Within thirty days after the written request of either of the parties hereto for arbitration each of them shall appoint one arbitrator and the two so appointed shall, within thirty days after the expiring of such thirty day period select a third. In case either of the parties hereto shall fail to name an arbitrator within thirty days after the said written request for arbitration, the arbitrator appointed shall be the only arbitrator. In case the two arbitrators so appointed are unable to agree on a third arbitrator within thirty days after the expiry of the first thirty day period above mentioned, application shall be made as soon as reasonably possible to any Judge of the Supreme Court of Ontario for the appointment of such third arbitrator. The arbitrator or arbitrators so appointed shall have all the powers accorded arbitrators by The Arbitration Act, R.S.O. 1970, Chapter 25 as from time to time amended, or any Act in substitution therefor. The decision of the said arbitrator or arbitrators (or of a majority of such arbitrators) shall be final and binding on the parties hereto. 11. In the event of the Company being prevented from carrying out its obligations under this Agreement by reason of any cause beyond its control, the Company shall be relieved from such obligations while such disability continues and in the event of dispute as to the existence of such disability such dispute shall be determined as hereinbefore provided. Provided, however, that the provisions of this Paragraph 11 shall not relieve the Company from any of its obligations as set out in Paragraph 3 hereof. 12. The franchise hereby granted shall be for a term of twenty (20)rears from and after the final passing of the By-law;provided that if at anytime prior to the expiration of the said term of twenty (20) years or prior to the expiration of any renewal thereof, the Company shall notify the Municipality in writing that it desires a renewal thereof for a further period,the Municipality may but shall not be obliged to renew by By-law this Agreement from time to time for further periods not exceeding twenty (20)years at anytime. 13. The Company shall pay the cost,charges and expenses of the Municipality and of its Solicitor of and incidental to, the preparation and passing of such By-law and this Agreement. 14. Wherever the word "highway" is used in this Agreement or in the said By-law it shall mean common and public highways and shall include any bridge forming part of a highway on or ow-and across which a highway passes and any public square,or road allowance 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. 15. Upon the expiration of this franchise or any renewal thereof the Company shall have the right, but nothing herein contained shall require it,to remove its mains,pipes,plant and works laid in the said highway. Provided that forthwith upon the expiration of this franchise or any renewal thereof the Company shall deactivate such pipeline in the Municipality. Provided further that if the Company should leave its mains, pipes, plants and works in the highway as aforesaid and the Municipality at any time after a lapse of one year from termination require the removal of all or any of the Company's said facilities for the purpose of altering or improving the highway or in order to facilitate the construction of utility or other works in the highway the Municipality may remove and dispose of so much of the Company's said facilities as the Municipality may require for such purposes and neither party shall have recourse against the other for any loss, cost or expense occasioned thereby. In the event that the Company removes its mains, pipes, plants and works, or any part thereof, the Company shall forthwith following such removal, restore all such highways, and public places to as good a condition as they were in before the commencement of such removal, and shall make good any settling or subsidence thereafter caused by such removal and in the event the Company fails to make such :- restoration the Municipality may forthwith complete such work and charge to collect from the Company the costs thereof, and the Company shall, on demand, pay any reasonable account therefor, as certified by the Municipal Engineer. 16. This Agreement shall 6upercede the Agreement entered into between the Company and the former Corporation of the Town of Bowmanville, dated the 1st day of June, 1966, and the Agreement entered into between the Corporation of the Township of Clarke dated the 28th day of June, 1966, save as to paragraph 3 of each of the aforesaid Agreements, for all losses, damages, injuries and expenses which may have occurred prior to the commencement of this Agreement in connection with the construction, repair, maintenance or operation by the Company of any of its works in the Municipality. Notwithstanding the termination or expiry of this Agreement, the Company shall at all times wholly indemnify and save harmless the Municipality from and against all loss, damage or injury and expense to which the Municipality may be put by reason of any damage or injury to persons or property, caused by the construction, repair, maintenance or operation by the Company of any of its works in the Municipality during the term of this Agreement or until the deactivation of such work, should the Company continue to operate its works beyond the termination of this Agreement, or in connection with all loss, damage and injury and expense which may arise from the deactivation of the works, or the removal of its mains, pipes, plant and work. 17. Any notice to be given under any of the provisions hereof may be effectually given to the Municipality by delivering the same to the Municipal Clerk or by sending the same to him by registered mail, postage prepaid, addressed to "the Clerk of the Corporation of the Town of Newcastle, 40 Temperance Street, Bowmanville, Ontario," and to the Company by delivering the same to its Manager or other Chief Officer in charge of its place of business in the Town of Whitby ,or by send- ing the same by registered mail, postage prepaid,addressed to"The Consumers'Gas Company,Suite 4200, 1 First Canadian Place, Post Office Box 90,Toronto. Ontario. M5X 105." If any notice is sent by mail the same shall be deemed to have been given on the day succeeding the posting thereof. 18. This Agreement shall extend to,benefit and bind the parties thereto,their successors and assigns,respectively. IN WITNESS WHEREOF the said Company has hereunto caused its Corporate Seal to be affixed and these presents signed by its proper officers in that behalf and the said Corporation has hereunto caused its Corporate Seal to be affixed and these presents signed by the Mayor and Clerk. THE CONSUMI S' GAS COMPANY THE CORPORATION OF THE TOWN OF NEWCASTLE -' Mayor i C .r-k SCHEDULE "A" By-Law No. 2052 passed by the Council of the Corporation of the Township of Darlington on the 21st day of August, 1956. By-Law No. 72-46 passed by the Council of the Corporation of the Town of Bowmanville on the 10th day of October, 1972. By-Law No. 1519 passed by the Council of the Corporation of the Township of Clarke on the 3rd day of July, 1966. l THE CORPORATION OF THE TOWN OF NEWCASTLE BY-LAW NUMBER A BY-LAW TO AUTHORIZE A FRANCHISE AGREEMENT BETWEEN THE CORPORATION AND THE CONSUMERS' GAS COMPANY WHEREAS the Council of the Corporation deems it expedient to enter into the attached franchise agreement with The Consumers' Gas Company; AND WHEREAS the Ontario Energy Board by its Order issued pursuant to The Municipal Franchises Act on the 9th day of January 1978 has approved the terms and conditions upon which and the period for which the franchise provided for in the attached agreement is proposed to be granted, and directed and has declared/that the assent of the municipal electors in respect of this By-law is not necessary; AND WHEREAS The Consumers' Gas Company has provided the Corporation with a consent to the repeal of certain By-laws hereinafter referred to; NOW THEREFORE BE IT ENACTED: 1. That the attached franchise agreement between the Corporation and The Consumers'Gas Company is hereby authorized and the franchise provided for therein is hereby granted. 2. That the Mayor and Clerk are hereby authorized and instructed on behalf of the Corporation to enter into and execute under its corporate seal and deliver the aforesaid agreement,which agreement is hereby incorporated into and shall form part of this By-law. 3. That the By-laws referred to in Schedule "A" annexed hereto and forming part of this By-law are hereby repealed insofar as they apply to any area within the present geographic limits of the Corporation. ENACTED AND PASSED this day of 19 78. 7 Clerk Mayor v' 084.01 (Rev.1/77) THIS AGREEMENT made the 1 day of 19 BETWEEN: THE CONSUMERS' GAS COMPANY hereinafter called the "Company" OF THE FIRST PART and THE CORPORATION OF THE TOWN OF NEWCASTLE hereinafter called the "Municipality" OF THE SECOND PART WHEREAS the Company desires to distribute and sell gas(which term shall mean and include natural gas, manufactured gas, synthetic gas, or liquefied petroleum gas, and includes any mixture of natural gas, manufactured gas,synthetic gas,or liquefied petroleum gas,but does not include a liquefied petroleum gas that is distributed by means other than a pipe line)in the Municipality upon the terms and conditions hereinafter set forth. AND WHEREAS by By-law passed by the Council of the Municipality, the Mayor 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 for valuable consideration,(the receipt and sufficiency of which is hereby acknowledged): 1. The consent, permission and authority of the Municipality are hereby given and granted to the Company, to supply gas to the Municipality and to the inhabitants thereof and to enter upon all highways now or at any time hereafter within the jurisdiction of the Municipality and to lay,maintain,operate and repair such mains and pipes as the Company may require therein and thereon for the transmission and supply of gas in and through the Municipality together with the right to construct, maintain and repair all necessary regulators, valves,curb boxes, safety appliances and other appurtenances that may be necessary in connection with the transmission and supply of gas in the Municipality. 2. The Company shall well and sufficiently restore forthwith to as good condition as they were in before the commencement of the Company's operation to the satisfaction of the Municipal 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 Municipality)all highways,squares and public places which it may excavate or interfere with in the course of laying, constructing,or repairing or removing of its mains, pipes,regulators, valves, curb boxes, safety appliances and other appurtenances and shall make good any settling or subsidence thereafter caused by such excavation, and further,in the event of the Company failing at any time to do any work required by this Section the Municipality may forthwith have such work done and charged to and collect from the Company the cost thereof and the Company shall on demand pay any reasonable account therefor certified by the Municipal Engineer. y 3. The Company shall, at all times, wholly indemnify and save harmless the Municipality from and against all loss, damage and injury and expense to which the Municipality may be put by reason of any damage or injury to persons or property caused by the construction, repair, maintenance or operation by the Company of any of its works in the Municipality provided, however, that the Company shall not be required to indemnify or save the Municipality harmless against loss, damage, injury and expense if the same is caused by the imprudence, neglect, or want of skill of employees or agents of the Municipality. The Company agrees that this clause shall have force and effect from August 21st, 1976, to the date of the expiration of this agreement. 4. Except in the event of emergency no excavation, opening or work which shall disturb or interfere- with the service of any highway shall be made or done unless a permit therefor has first been obtained from the said Municipal Engineer, and all such work shall be done under his supervision, and to his satisfaction. In the event of an emergency, where no permit has been first obtained, the Company shall as soon as possible give notice in writing to the Corporation of the work done or being done. 5. The location of all pipes and works on said highways shall be subject to the direction and approval of the Municipal Engineer and all such pipes and works, whenever it may be reasonable and practicable,shall be laid in and along the sides of said highways. 6. The Company before beginning any new work in the said Municipality under this Agreement,save and except lateral service pipes,shall file with the Municipal Engineer a plan drawn to scale showing the highways in which it proposes to lay mains, and pipes, and the particular parts thereof it proposes to occupy for any of such purposes together with definite written specifications of the mains,pipes and works proposed to be laid or constructed by it, specifying the materials and dimensions thereof, and the depth at which the same are to be laid, and similar plans and specifications shall be filed with the said Municipality of all extensions of,or additions to such mains,pipes,or works before any such extensions or addition shall be begun. Provided further that the Company shall provide the Municipal Engineer with a revised plan of the location of any main should there be any alteration in the plan originally filed with the Municipal Engineer. 7. The Company shall use at all times proper and practicable means to prevent the escape or leakage of gas from its mains and pipes and the causing of any damage or injury therefrom to any person or property. 8. The rates to be charged and collected and the terms of service to be provided by the Company for gas supplied by it under this franchise shall be the rates and the terms of service approved or fixed by the Ontario Energy Board or by any other person or body having jurisdiction to approve or fix such rates or terms of service. Any application to approve or fix rates to be charged and collected or terms of services to be provided by the Company for gas supplied by it shall be made in accordance with The Ontario Energy Board Act,R.S.O. 1970,Chapter 312,as amended from time to time or any other statute regulating such application. 9. The Municipality will not build or permit any Commission or other public utility or person to build any structure or structures encasing any mains or pipes of the Company. 10. (a)This Agreement and the respective rights and obligations hereunto of the parties hereto are hereby declared to be subject to the provisions of all regulating statutes and to all orders and regulations made thereunder and from time to time remaining in effect; and in event of any dispute or disagreement between the parties hereto as to the meaning or interpretation of anything herein contained or as to the performance or non-performance by either of such parties of any of the provisions hereof or as to the respective rights and obligations of the parties hereto hereunder, either of such parties may refer such dispute or disagreement to arbitration under the provisions of Paragraph 10 (b) hereof. �- (b) Whenever The Municipal Arbitrations Act R.S.O. 1970, Chapter 286 shall extend and apply to the Municipality any references to arbitration pursuant to the provisions of Paragraph 10(a) hereof shall be to the Official Arbitrator appointed under the Act and shall be governed by the provisions of that Act. At any other time the procedure upon an arbitration pursuant to the provisions of the said Paragraph 10 (a) shall be as follows: Within thirty days after the written request of either of the parties hereto for arbitration each of them shall appoint one arbitrator and the two so appointed shall, within thirty days after the expiring of such thirty day period select a third. In case either of the parties hereto shall fail to name an arbitrator within thirty days after the said written request for arbitration, the arbitrator appointed shall be the only arbitrator. In case the two arbitrators so appointed are unable to agree on a third arbitrator within thirty days after the expiry of the first thirty day period above mentioned, application shall be made as soon as reasonably possible to any Judge of the Supreme Court of Ontario for the appointment of such third arbitrator. The arbitrator or arbitrators so appointed shall have all the powers accorded arbitrators by The Arbitration Act, R.S.O. 1970, Chapter 25 as from time to time amended, or any Act in substitution therefor. The decision of the said arbitrator or arbitrators (or of a majority of such arbitrators) shall be final and binding on the parties hereto. 11. In the event of the Company being prevented from carrying out its obligations under this Agreement by reason of any cause beyond its control, the Company shall be relieved from such obligations while such disability continues and in the event of dispute as to the existence of such disability such dispute shall be determined as hereinbefore provided. Provided, however, that the provisions of this Paragraph 11 shall not relieve the Company from any of its obligations as set out in Paragraph 3 hereof. 12. The franchise hereby granted shall be for a term of twenty (20)years from and after the final passing of the By-law;provided that if at anytime prior to the expiration of the said term of twenty (20) years or prior to the expiration of any renewal thereof, the Company shall notify the Municipality in writing that it desires a renewal thereof for a further period,the Municipality may but shall not be obliged to renew by By-law this Agreement from time to time for further periods not exceeding twenty (20)years at anytime. 13. The Company shall pay the cost,charges and expenses of the Municipality and of its Solicitor of and incidental to, the preparation and passing of such By-law and this Agreement. 14. Wherever the word "highway" is used in this Agreement or in the said By-law it shall mean common and public highways and shall include any bridge forming part of a highway on or ovcr and across which a highway passes and any public square,or road allowance 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. 15. Upon the expiration of this franchise or any renewal thereof the Company shall have the right, but nothing herein contained shall require it,to remove its mains,pipes,plant and works laid in the said highway. Provided that forthwith upon the expiration of this franchise or any renewal thereof the Company shall deactivate such pipeline in the Municipality. Provided further that if the Company should leave its mains, pipes, plants and works in the highway as aforesaid and the Municipality at any time after a lapse of one year from termination require the removal of all or any of the Company's said facilities for the purpose of altering or improving the highway or in order to facilitate the construction of utility or other works in the highway the Municipality may remove and dispose of so much of the Company's said facilities as the Municipality may require for such purposes and neither party shall have recourse against the other for any loss, cost or expense occasioned thereby. In the event that the Company removes its mains, pipes, plants and works, or any part thereof, the Company shall forthwith following such removal, restore all such highways, and public places to as good a condition as they were in before the commencement of such removal, and shall make good any settling or subsidence thereafter caused by such removal and in the event the Company fails to make such restoration the Municipality may forthwith complete such work and charge to collect from the Company the costs thereof, and the Company shall, on demand, pay any reasonable account therefor, as certified by the Municipal Engineer. 16. This Agreement shall supercede the Agreement entered into between the Company and the former Corporation of the Town of Bowmanville, dated the 1st day of June, 1966, and the Agreement entered into between the Corporation of the Township of Clarke dated the 28th day of June, 1966, save as to paragraph 3 of each of the aforesaid Agreements, for all losses, damages, injuries and expenses which may have occurred prior to the commencement of this Agreement in connection with the construction, repair, maintenance or operation by the Company of any of its works in the Municipality. Notwithstanding the termination or expiry of this Agreement, the Company shall at all times wholly indemnify and save harmless the Municipality from and against all loss, damage or injury and expense to which the Municipality may be put by reason of any damage or injury to persons or property, caused by the construction, repair, maintenance or operation by the Company of any of its works in the Municipality during the term of this Agreement or until the deactivation of such work, should the Company continue to operate its works beyond the termination of this Agreement, or in connection with all loss, damage and injury and expense which may arise from the deactivation of the works, or the removal of its mains, pipes, plant and work. 17. Any notice to be given under any of the provisions hereof may be effectually given to the Municipality by delivering the same to the Municipal Clerk or by sending the same to him by registered mail, postage prepaid, addressed to "the Clerk of the Corporation of the Town of Newcastle, 40 Temperance Street, Bowmanville, Ontario,"and to the Company by delivering the same to its Manager or other Chief Officer in charge of its place of business in the Town of Whitby ,or by send- ing the same by registered mail,postage prepaid,addressed to"The Consumers' Gas Company,Suite 4200, 1 First Canadian Place, Post Office Box 90,Toronto. Ontario. M5X 105." If any notice is sent by mail the same shall be deemed to have been given on the day succeeding the posting thereof. 18. This Agreement shall extend to, benefit and bind the parties thereto, their successors and assigns,respectively. IN WITNESS WHEREOF the said Company has hereunto caused its Corporate Seal to be affixed and these presents signed by its proper officers in that behalf and the said Corporation has hereunto caused its Corporate Seal to be affixed and these presents signed by the Mayor and Clerk. THE CONSUMERS' A COMPANY THE CORPORATION OF THE TOWN OF NEWCAST May ' /r Jerk r SCHEDULE "A" By-Law No. 2052 passed by the Council of the Corporation of the Township of Darlington on the 21st day of August, 1956. By-Law No. 72-46 passed by the Council of the Corporation of the Town of Bowmanville on the 10th day of October, 1972. By-Law No. 1519 passed by the Council of the Corporation of the Township of Clarke on the 3rd day of July, 1966.