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HomeMy WebLinkAbout2005-253 THE CORPORATION OF THE MUNICIPALITY OF ClARINGTON BY-lAW NO. 2005-253 Being a by-law to authorize the Municipality of Clarington and the Ministry of Transportation to enter into an agreement to purchase the former Ministry of Transportation Picnic Area located at Highway NO.2 and Morgans Road THE CORPORATION OF THE MUNICIPALITY OF ClARINGTON HEREBY ENACTS AS FOllOWS: 1. THAT the Mayor and Municipal Clerk are hereby authorized to execute, on behalf of the Municipality of Clarington with the Corporate Seal, an agreement between the Ministry of Transportation to purchase the former Ministry of Transportation Picnic Area located at Highway NO.2 and Morgans Road; and 2. THAT the contract attached hereto as Schedule "An form part of this By-law. By-law read a first and second time this 12 day of December, 2005. By-law read a third time and finally passed this 12 day of December, 2005. JOhn~ - 1 - September 26, 2005 BETWEEN: WHEREAS: M.T.a. File T-01506 AGREEMENT OF PURCHASE AND SALE HER MAJESTY THE QUEEN in right of the Province of Ontario, represented by the Minister of Transportation for the Province of Ontario (hereinafter called the "Minister") and- MUNICIPALITY OF CLARINGTON (hereinafter called the "Purchaser") 1. The Minister has agreed to transfer the Land to the Purchaser on the terms and conditions set out herein. Under this Agreement the Minister shall sell and the Purchaser shall buy the Land more particularly described as part of Lot 17, Concession 1, Geographic Township of Clarke, in the Municipality of Clarington, in the Regional Municipality of Durham, being parts 1 and 2 on P-2001-126 (40R-18128). NOW THEREFORE in consideration ofthe mutual covenants hereinafter set forth and other good and valuable consideration, the parties hereto agree as follows: 2. The above recitals are true and correct. DEFINITIONS 3. As used in this Agreement, the following terms shall have the following meanings: (a) (b) (c) (d) "Authority" means any governmental authority, quasi-governmental authority, agency, body or department whether federal, provincial or municipal, having jurisdiction over the Land, or use thereof. "Deposit" means the deposit provided in clause 4 (1) (a) of this Agreement. "Date of Closing," means the day which is thirty days from the date that the Purchaser's Condition (as hereinafter defined) has been satisfied or waived or such other date as the parties or their respective solicitors may in writing mutually agree to. "Inspection Period" means that period of time which is thirty days following the date of acceptance of this Agreement by the Minister or the Purchaser, as the case may be. /JA~^ "Land" means the lands and premises located as Part of Lot 17, Concession 1, l{! W ~ Geographic Township of Clarke, in the Mnnicipality ofClarington, in the Regional r>P (e) - 2 - Municipality of Durham, being parts 1 and 2 on P-2001-126 (40R-18128). (f) "Minister" means the Minister of Transportation and or his servants or agents (g) "Permitted Use" means the use of the Land by the Purchaser as a picnic site/recreational area for use by the travelling public or such other use as approved by the Minister as per paragraph 8(2)(a). PAYMENT OF PURCHASE PRICE 4. (1) The Purchaser shall pay to the Minister the sum of ONE DOLLAR ($1.00) (the Purchase Price) in lawful money of Canada, as the purchase price of the Land, made payable to the Minister of Finance, as follows: (a) the sum of ONE DOLLAR ($1.00) (the Deposit), by certified cheque or bank draft, as a deposit upon the submission of this Agreement to the Minister, to be credited to the purchase price on the Date of Closing. (b) the balance of the Purchase Price, subject to the usual adjustments, by certified cheque or bank draft, on the Date of Closing. (2) The Purchase Price of the Land does not include Federal Goods and Services Tax (G.S.T.) payable by the Purchaser in respect of the purchase of the Land pursuant to the Excise Tax Act (Canada) (the "Act"). The Purchaser shall, on the Date of Closing, as a condition of completion of this transaction of purchase and sale, remit to the Minister payable to the Minister, by certified cheque or bank draft, G.S.T. at the rate of7% of the purchase price. However, ifthe Purchaser provides to the Minister, prior to the Date of Closing, confirmation that the Minister is a registrant under the Act, including the Purchaser's registration number, together with an undertaking in a form reasonably acceptable to the Minister to the effect that the Purchaser shall remit as required by the Act any G.S.T. payable in respect of the sale of the Land to the Purchaser and shall indemnify the Minister in respect of any G.S.T. so payable, then the Purchaser shall not be required to remit to the Minister G.S.T. on the Date of Closing as aforesaid. INSPECTION AND CONDITION 5. The Purchaser agrees to purchase the Land in its current condition on the Date of Closing on an "as-is, where is" basis subject however to the provisions of sections 6 and 7 of this Agreement and further agrees that the Minister shall not be obligated to perform any work in respect of the Land in order to bring the Land, or any part of the Land into compliance with any applicable standards of any relevant Authority. The Purchaser also agrees not to make any claim against the Minister in respect of any such work that may be required in order to bring the Land or any part thereof into compliance. 6. Upon the request of the Purchaser, the Minister shall forthwith deliver letters addressed to such Authorities as may be requested by the Purchaser or its solicitors authorizing each such Authority to release to the Purchaser such information and material presently in their files with respect to the Lands. Provided any such authorizations shall not impose any additional monetary or other obligations upon the Minister, as owner ofthe Land. 7. During the Inspection Period the Purchaser shall be allowed to satisfy itself with respect to all matters respecting the condition of the Land including geoenvironmental and geophysical conditions. The Minister hereby grants to the Purchaser the right to enter upon the Lands and to conduct such inspections, investigations, surveys, and tests as the Purchaser deems necessary provided that the Purchaser takes all reasonable care in the conduct of such investigations, surveys and tests. The Minister assumes no responsibility for any claims, demands, costs, damages, expenses and liabilities (together the "Claims") whatsoever arising out of the Purchaser's presence on the Lands or out of its activities on or in connection with the Lands. The Purchaser covenants to indemnify and save harmless the Minister in respect of any Claims. The Purchaser further covenants to make good any damage to the Lands caused by the Purchaser or those for whom the Purchaser is in law, responsible, caused during the conduct of such inspections, investigations, ~ pP - 3 - surveys and tests, which obligation shall survive the termination of this Agreement. RESTRICTION ON USE 8.(l) The Purchaser warrants that it shall register the Restrictive Covenants in 8(2) as a first encumbrance immediately following the Transfer/Deed of Land to the Land. 8(2) The Purchaser represents that it is purchasing the Land for the Permitted Use (the use of the Land by the Purchaser as a picnic site/recreational area for use by the travelling public or such other use as approved by the Minister as per paragraph 8(2)(a)), and covenants and agrees with the Minister that from and after the date of registration of the Restrictive Covenants that: (a) It will use the Land for the Permitted Use only and no other use without the prior written consent of the Minister, which may be arbitrarily and unreasonably withheld. (b) It will not sell, transfer, convey, lease or otherwise dispose of the Land without the prior written approval of the Minister, which may be arbitrarily and unreasonably withheld. 8(3) Should the Minister approve the sale of the Land after the registration of the Restrictive Covenants, the Minister shall receive one hundred percent (100%) of the proceeds of the sale. Consideration shall be given to any capital improvements made to the Land by the Purchaser. 8(4) Should the Minister approve the lease of the Land after the registration of the Restrictive Covenants, the Minister shall receive one hundred percent (100%) of the proceeds of the lease, unless otherwise agreed to in writing by the Minister. PURCHASER'S CONDITION 9. This Agreement is subject to the conditions set forth in this section which have been inserted for the sole benefit of the Purchaser and anyone or more of such conditions may be waived by the Purchaser in its sole and absolute discretion, or by its solicitors on its behalf. Each condition shall be waived or fulfilled within the time limits, if any, as set out herein. If a condition is not fulfilled within the applicable time period and the Purchaser fails to notify the Minister or the Minister's solicitors that such condition has been waived within the applicable time period allowed, this Agreement shall be null and void, notwithstanding any intermediate act or negotiations, and, neither the Minister or the Purchaser shall be liable to the other for any loss, costs or damages, and all deposit monies paid by the Purchaser shall be returned to the Purchaser without deduction. The condition set out in this section is a condition of the obligation of the Purchaser to complete this Agreement on the Date of Closing and is not a condition precedent to this Agreement. The said conditions (the "Purchaser's Conditions") are as follows: (a) upon the expiry of the Inspection Period, the Purchaser being satisfied in its sole discretion with respect to the geoenvironmental and geophysical condition of the Land. (b) the Purchaser may, at its option prior to the expiry of the Inspection Period, at the Purchaser's expense, rectify or deal with the matter in accordance with the requirements of the Ministry of the Environment. If the Purchaser elects to rectify or deal with the matter, the parties agree to extend the Date of Closing to such date as the Minister determines is necessary to permit to complete rectification or /1J,,_ dealing with the matter. ,--/""V, 10. The Purchaser shall be responsible for and hereby indemnifies and saves harmless the f{J - 4 - Minister from any costs, including legal and witness costs, claims, demands, civil actions, prosecutions, or administrative hearings, fines, judgements or awards, including awards of costs, that may arise as a result of the condition of the Land in respect of its condition as of the Date of Closing. This covenant shall not merge but shall survive the Date of Closing. VACANT POSSESSION 11. The Purchaser shall have vacant possession of the Land on the Date of Closing. PLANNING ACT 12. This Agreement is subject to compliance with Section 50 of The Planning Act, R.S.O. 1990, as amended. The parties acknowledge that the registered owner is by virtue of clause 50(3)(c) of the Act, exempt from compliance with Section 50 and agree therefore that no consent will be obtained for the conveyance or transfer of the Land. TITLE 13. The Purchaser shall accept title subject to: (a) all easements existing at the date of acceptance of this Agreement; (b) any unregistered hydro easements; (c) other agreements and restrictions on title to the extent that they have been complied with; (d) any restriction contained in this Agreement may, at the Minister's discretion, be included on the Transfer/Deed of Land to the Purchaser, including any restriction, term or condition contained in this Agreement which has not been fulfilled on the Date of Closing. INVESTIGATION OF TITLE 14 (1) The Purchaser shall have thirty (30) days from the Date of Acceptance of this Agreement to investigate title at the Purchaser's expense and if within that time the Purchaser furnishes the Minister in writing with any valid objection to title which the Minister is unwilling or unable to correct, this Agreement shall be terminated notwithstanding any intermediate acts or negotiations with respect to such objection and the deposit money shall be returned to the Purchaser without interest and the Minister shall not be liable for any costs or damages. The Purchaser agrees not to call for the production of any title deed, abstract, surveyor other evidence of title to the Land except such as are in the possession or control of the Minister. (2) The Purchaser shall satisfy itself as to compliance with any Subdivision or other Agreement or restriction and the Minister shall have no obligation to obtain any release or to provide any evidence of compliance. (3) The title to the Land is in the name of Her Majesty the Queen, in right of Ontario as represented by the Minister of Transportation and Communications for the Province of Ontario. Pursuant to the provisions of Section 2 of the Public Transportation and Highway Improvement Act, R.S.O. 1990, c.P.50 title to the Land is vested in the Minister of Transportation. On the Date of Closing the Minister agrees to provide and the Purchaser agrees to accept a Transfer/Deed of Land for the Land from Her Majesty the Queen in right of the Province of Ontario, represented by the Minister of Transportation for the Province of Ontari~ fP - 5 - ASSIGNMENT OR REGISTRATION 15. The Purchaser shall not assign or register this Agreement or any assignment ofthis Agreement or any part of either or register a Caution in relation thereto without first obtaining the consent of the Minister in writing, which consent the Minister may arbitrarily withhold. PREPARATION OF DOCUMENTS 16. The Transfers/Deed of Land will be prepared by the Minister except the Affidavit of Residence and Value of the Consideration, and each party shall pay its own legal and registration costs. GENERAL 17. The Purchaser warrants that the Purchaser is not a non-resident of Canada pursuant to the Land Transfer Tax Act (Ontario). 18. Time shall be of the essence. 19. Any covenants in this Agreement not completed on or before the Date of Closing shall survive the closing of this transaction. 20. Any tender of documents or money hereunder may be made upon the Minister or the Purchaser or their respective solicitors on the Date of Closing. 21. Signature of this Agreement by the Purchaser and submission thereof to the Minister constitutes an offer under seal which is irrevocable until midnight on the day of , 2005. This Agreement when accepted constitutes a binding contract of Purchase and Sale. If this offer is not accepted by the Minister, the deposit monies will be returned to the Purchaser without interest or deduction. 22. This Agreement constitutes the entire agreement between the parties and there is no representation, warranty, collateral agreement or condition affecting this Agreement or the Land other than expressed herein. 23. Whenever the singular is used in this Agreement it shall mean and include the plural and whenever the masculine gender is used in this Agreement it shall mean and include the feminine gender if the context so requires. MINISTER AND PURCHASER MUTUALLY AGREE 24. The deposit will be held by the Minister without interest. If the Purchaser fails to pay the balance of the purchase price within the time limit under this Agreement, the Minister may elect to terminate this Agreement. Thereupon the deposit will be forfeited to the Minister. The Minister may then sell, lease or otherwise dispose of or deal with the property free of any claim of the Purchaser. 25. The Purchaser agrees to supply to the Minister on or before closing, evidence that a By- lawIResolution has been passed to authorize the purchase of the Lands. STATEMENT OF EMPLOYMENT 26. By entering into this Offer, the Purchaser, if a member ofthe Ontario Public Service certifies that: they have prior written approval from their Deputy Minister or designate, to participate in the sale; and are attaching a copy of the same hereto. The Purchaser will be disqualified where they fail to provide confirmation of the foregoing as required above or makes misrepresentation regarding the same and this Agreement will be null and void. ()Mv pb - 6 - NOTICE 27. Any notice under this Agreement is sufficiently given if delivered personally or if sent by registered prepaid mail or prepaid courier or by electronic facsimile machine address to the Purchaser at: MUNICIPALITY OF CLARINGTON 40 Temperance Street Bowmanville, Ontario L1C 3A6 Attention: Tony Canella, Manager of Engineering Telephone: (905) 623-3379 Facsimile: and to the Minister at Ministry of Transportation Property Section 1201 Wilson Avenue, 3rd Floor Building D Toronto, Ontario M3M U8 Attention: Connie Gabriel, Real Estate Officer Telephone: (416) 235-3866 Facsimile: (416) 235-4940 Or at such other addresses as the Minister and the Purchaser may designate from time to time. Any such notice shall be conclusively deemed to have been given and received upon the same day if personally delivered or sent by facsimile or, ifmailed, three (3) business days after the C)~ r>P THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW NO. 2005-253 Being a by-law to authorize the Municipality of Clarington and the Ministry of Transportation to enter into an agreement to purchase the former Ministry of Transportation Picnic Area located at Highway NO.2 and Morgans Road THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON HEREBY ENACTS AS FOLLOWS: 1. THAT the Mayor and Municipal Clerk are hereby authorized to execute, on behalf of the Municipality of Clarington with the Corporate Seal, an agreement between the Ministry of Transportation to purchase the former Ministry of Transportation Picnic Area located at Highway NO.2 and Morgans Road; and 2. THAT the contract attached hereto as Schedule "An form part of this By-law. By-law read a first and second time this 12 day of December, 2005. By-law read a third time and finally passed this 12 day of December, 2005. JOhn~ - 1 - September 26, 2005 M.T.O. File T-01506 BETWEEN: WHEREAS: AGREEMENT OF PURCHASE AND SALE HER MAJESTY THE QUEEN in right of the Province of Ontario, represented by the Minister of Transportation for the Province of Ontario (hereinafter called the "Minister") and- MUNICIPALITY OF CLARlNGTON (hereinafter called the "Purchaser") 1. The Minister has agreed to transfer the Land to the Purchaser on the terms and conditions set out herein. Under this Agreement the Minister shall sell and the Purchaser shall buy the Land more particularly described as part of Lot 17, Concession 1, Geographic Township of Clarke, in the Municipality of Clarington, in the Regional Municipality of Durham, being parts 1 and 2 on P-2001-126 (40R-18128). NOW THEREFORE in consideration ofthe mutual covenants hereinafter set forth and other good and valuable consideration, the parties hereto agree as follows: 2. The above recitals are true and correct. DEFINITIONS 3. As used in this Agreement, the following terms shall have the following meanings: (a) (b) (c) (d) "Authority" means any governmental authority, quasi-governmental authority, agency, body or department whether federal, provincial or municipal, having jurisdiction over the Land, or use thereof. "Deposit" means the deposit provided in clause 4 (1) (a) of this Agreement. "Date of Closing," means the day which is thirty days from the date that the Purchaser's Condition (as hereinafter defined) has been satisfied or waived or such other date as the parties or their respective solicitors may in writing mutually agree to. "Inspection Period" means that period of time which is thirty days following the date of acceptance of this Agreement by the Minister or the Purchaser, as the case may be. /JA~^ "Land" means the lands and premises located as Part of Lot 17, Concession 1, l{! W ~ Geographic Township of Clarke, in the Mnnicipal;ty ofClarington, in the Regional r>P (e) - 2 - Municipality of Durham, being parts 1 and 2 on P-2001-126 (40R-18128). (f) "Minister" means the Minister of Transportation and or his servants or agents (g) "Permitted Use" means the use of the Land by the Purchaser as a picnic site/recreational area for use by the travelling public or such other use as approved by the Minister as per paragraph 8(2)(a). PAYMENT OF PURCHASE PRICE 4. (1) The Purchaser shall pay to the Minister the sum of ONE DOLLAR ($1.00) (the Purchase Price) in lawful money of Canada, as the purchase price of the Land, made payable to the Minister of Finance, as follows: (a) the sum of ONE DOLLAR ($1.00) (the Deposit), by certified cheque or bank draft, as a deposit upon the submission of this Agreement to the Minister, to be credited to the purchase price on the Date of Closing. (b) the balance of the Purchase Price, subject to the usual adjustments, by certified cheque or bank draft, on the Date of Closing. (2) The Purchase Price of the Land does not include Federal Goods and Services Tax (G.S.T.) payable by the Purchaser in respect of the purchase of the Land pursuant to the Excise Tax Act (Canada) (the "Act"). The Purchaser shall, on the Date of Closing, as a condition of completion of this transaction of purchase and sale, remit to the Minister payable to the Minister, by certified cheque or bank draft, G.S.T. at the rate of7% of the purchase price. However, if the Purchaser provides to the Minister, prior to the Date of Closing, confirmation that the Minister is a registrant under the Act, including the Purchaser's registration number, together with an undertaking in a form reasonably acceptable to the Minister to the effect that the Purchaser shall remit as required by the Act any G.S.T. payable in respect of the sale of the Land to the Purchaser and shall indemnify the Minister in respect of any G.S.T. so payable, then the Purchaser shall not be required to remit to the Minister G.S.T. on the Date of Closing as aforesaid. INSPECTION AND CONDITION 5. The Purchaser agrees to purchase the Land in its current condition on the Date of Closing on an "as-is, where is" basis subject however to the provisions of sections 6 and 7 of this Agreement and further agrees that the Minister shall not be obligated to perform any work in respect of the Land in order to bring the Land, or any part of the Land into compliance with any applicable standards of any relevant Authority. The Purchaser also agrees not to make any claim against the Minister in respect of any such work that may be required in order to bring the Land or any part thereof into compliance. 6. Upon the request of the Purchaser, the Minister shall forthwith deliver letters addressed to such Authorities as may be requested by the Purchaser or its solicitors authorizing each such Authority to release to the Purchaser such information and material presently in their files with respect to the Lands. Provided any such authorizations shall not impose any additional monetary or other obligations upon the Minister, as owner ofthe Land. 7. During the Inspection Period the Purchaser shall be allowed to satisfy itself with respect to all matters respecting the condition of the Land including geoenvironmental and geophysical conditions. The Minister hereby grants to the Purchaser the right to enter upon the Lands and to conduct such inspections, investigations, surveys, and tests as the Purchaser deems necessary provided that the Purchaser takes all reasonable care in the conduct of such investigations, surveys and tests. The Minister assumes no responsibility for any claims, demands, costs, damages, expenses and liabilities (together the "Claims") whatsoever arising out of the Purchaser's presence on the Lands or out of its activities on or in connection with the Lands. The Purchaser covenants to indemnify and save harmless the Minister in respect of any Claims. The Purchaser further covenants to make good any damage to the Lands caused by the Purchaser or those for whom the Purchaser is in law, responsible, caused during the conduct of such inspections, investigations, ~ pP - 3 - surveys and tests, which obligation shall survive the termination of this Agreement. RESTRICTION ON USE 8.(l) The Purchaser warrants that it shall register the Restrictive Covenants in 8(2) as a first encumbrance immediately following the Transfer/Deed of Land to the Land. 8(2) The Purchaser represents that it is purchasing the Land for the Permitted Use (the use of the Land by the Purchaser as a picnic site/recreational area for use by the travelling public or such other use as approved by the Minister as per paragraph 8(2)(a)), and covenants and agrees with the Minister that from and after the date of registration of the Restrictive Covenants that: (a) It will use the Land for the Permitted Use only and no other use without the prior written consent of the Minister, which may be arbitrarily and unreasonably withheld. (b) It will not sell, transfer, convey, lease or otherwise dispose of the Land without the prior written approval ofthe Minister, which may be arbitrarily and unreasonably withheld. 8(3) Should the Minister approve the sale of the Land after the registration of the Restrictive Covenants, the Minister shall receive one hundred percent (100%) of the proceeds of the sale. Consideration shall be given to any capital improvements made to the Land by the Purchaser. 8(4) Should the Minister approve the lease of the Land after the registration of the Restrictive Covenants, the Minister shall receive one hundred percent (100%) of the proceeds of the lease, unless otherwise agreed to in writing by the Minister. PURCHASER'S CONDITION 9. This Agreement is subject to the conditions set forth in this section which have been inserted for the sole benefit of the Purchaser and anyone or more of such conditions may be waived by the Purchaser in its sole and absolute discretion, or by its solicitors on its behalf. Each condition shall be waived or fulfilled within the time limits, if any, as set out herein. If a condition is not fulfilled within the applicable time period and the Purchaser fails to notify the Minister or the Minister's solicitors that such condition has been waived within the applicable time period allowed, this Agreement shall be null and void, notwithstanding any intermediate act or negotiations, and, neither the Minister or the Purchaser shall be liable to the other for any loss, costs or damages, and all deposit monies paid by the Purchaser shall be returned to the Purchaser without deduction. The condition set out in this section is a condition of the obligation of the Purchaser to complete this Agreement on the Date of Closing and is not a condition precedent to this Agreement. The said conditions (the "Purchaser's Conditions") are as follows: (a) upon the expiry of the Inspection Period, the Purchaser being satisfied in its sole discretion with respect to the geoenvironmental and geophysical condition of the Land. (b) the Purchaser may, at its option prior to the expiry of the Inspection Period, at the Purchaser's expense, rectify or deal with the matter in accordance with the requirements of the Ministry of the Environment. If the Purchaser elects to rectify or deal with the matter, the parties agree to extend the Date of Closing to such date as the Minister determines is necessary to permit to complete rectification or /1J,,_ dealing with the matter. ,--/""V, The Purchaser shall be responsible for and hereby indemnifies and saves harmless the f{J 10. - 4 - Minister from any costs, including legal and witness costs, claims, demands, civil actions, prosecutions, or administrative hearings, fines, judgements or awards, including awards of costs, that may arise as a result of the condition of the Land in respect of its condition as of the Date of Closing. This covenant shall not merge but shall survive the Date of Closing. VACANT POSSESSION 11. The Purchaser shall have vacant possession of the Land on the Date of Closing. PLANNING ACT 12. This Agreement is subject to compliance with Section 50 of The Planning Act, RS.O. 1990, as amended. The parties acknowledge that the registered owner is by virtue of clause 50(3)(c) of the Act, exempt from compliance with Section 50 and agree therefore that no consent will be obtained for the conveyance or transfer of the Land. TITLE 13. The Purchaser shall accept title subject to: (a) all easements existing at the date of acceptance of this Agreement; (b) any unregistered hydro easements; (c) other agreements and restrictions on title to the extent that they have been complied with; (d) any restriction contained in this Agreement may, at the Minister's discretion, be included on the Transfer/Deed of Land to the Purchaser, including any restriction, term or condition contained in this Agreement which has not been fulfilled on the Date of Closing. INVESTIGATION OF TITLE 14 (1) The Purchaser shall have thirty (30) days from the Date of Acceptance of this Agreement to investigate title at the Purchaser's expense and if within that time the Purchaser furnishes the Minister in writing with any valid objection to title which the Minister is unwilling or unable to correct, this Agreement shall be terminated notwithstanding any intermediate acts or negotiations with respect to such objection and the deposit money shall be returned to the Purchaser without interest and the Minister shall not be liable for any costs or damages. The Purchaser agrees not to call for the production of any title deed, abstract, surveyor other evidence of title to the Land except such as are in the possession or control of the Minister. (2) The Purchaser shall satisfy itself as to compliance with any Subdivision or other Agreement or restriction and the Minister shall have no obligation to obtain any release or to provide any evidence of compliance. (3) The title to the Land is in the name of Her Majesty the Queen, in right of Ontario as represented by the Minister of Transportation and Communications for the Province of Ontario. Pursuant to the provisions of Section 2 of the Public Transportation and Highway Improvement Act, RS.O. 1990, c.P.50 title to the Land is vested in the Minister of Transportation. On the Date of Closing the Minister agrees to provide and the Purchaser agrees to accept a Transfer/Deed of Land for the Land from Her Majesty the Queen in right of the Province of Ontario, represented by the Minister of Transportation for the Province ofOntari~ fP - 5 - ASSIGNMENT OR REGISTRATION 15. The Purchaser shall not assign or register this Agreement or any assignment of this Agreement or any part of either or register a Caution in relation thereto without first obtaining the consent of the Minister in writing, which consent the Minister may arbitrarily withhold. PREPARATION OF DOCUMENTS 16. The Transfers/Deed of Land will be prepared by the Minister except the Affidavit of Residence and Value of the Consideration, and each party shall pay its own legal and registration costs. GENERAL 17. The Purchaser warrants that the Purchaser is not a non-resident of Canada pursuant to the Land Transfer Tax Act (Ontario). 18. Time shall be of the essence. 19. Any covenants in this Agreement not completed on or before the Date of Closing shall survive the closing of this transaction. 20. Any tender of documents or money hereunder may be made upon the Minister or the Purchaser or their respective solicitors on the Date of Closing. 21. Signature of this Agreement by the Purchaser and submission thereof to the Minister constitutes an offer under seal which is irrevocable until midnight on the day of , 2005. This Agreement when accepted constitutes a binding contract of Purchase and Sale. If this offer is not accepted by the Minister, the deposit monies will be returned to the Purchaser without interest or deduction. 22. This Agreement constitutes the entire agreement between the parties and there is no representation, warranty, collateral agreement or condition affecting this Agreement or the Land other than expressed herein. 23. Whenever the singular is used in this Agreement it shall mean and include the plural and whenever the masculine gender is used in this Agreement it shall mean and include the feminine gender if the context so requires. MINISTER AND PURCHASER MUTUALLY AGREE 24. The deposit will be held by the Minister without interest. If the Purchaser fails to pay the balance of the purchase price within the time limit under this Agreement, the Minister may elect to terminate this Agreement. Thereupon the deposit will be forfeited to the Minister. The Minister may then sell, lease or otherwise dispose of or deal with the property free of any claim of the Purchaser. 25. The Purchaser agrees to supply to the Minister on or before closing, evidence that a By- lawIResolution has been passed to authorize the purchase of the Lands. STATEMENT OF EMPLOYMENT 26. By entering into this Offer, the Purchaser, if a member ofthe Ontario Public Service certifies that: they have prior written approval from their Deputy Minister or designate, to participate in the sale; and are attaching a copy of the same hereto. The Purchaser will be disqualified where they fail to provide confirmation of the foregoing as required above or makes misrepresentation regarding the same and this Agreement will be null and void. ()Mv pb - 6 - NOTICE 27. Any notice under this Agreement is sufficiently given if delivered personally or if sent by registered prepaid mail or prepaid courier or by electronic facsimile machine address to the Purchaser at: MUNICIPALITY OF CLARINGTON 40 Temperance Street Bowmanville, Ontario L1C 3A6 Attention: Tony Canella, Manager of Engineering Telephone: (905) 623-3379 Facsimile: and to the Minister at Ministry of Transportation Property Section 1201 Wilson Avenue, 3rd Floor Building D Toronto, Ontario M3M U8 Attention: Connie Gabriel, Real Estate Officer Telephone: (416) 235-3866 Facsimile: (416) 235-4940 Or at such other addresses as the Minister and the Purchaser may designate from time to time. Any such notice shall be conclusively deemed to have been given and received upon the same day if personally delivered or sent by facsimile or, ifmailed, three (3) business days after the C)~ r>P - 7 - same is mailed. Any party may, at any time by notice given in writing to the other party, change the address for service of notice on it. OFFERED BY the Purchaser this 12th day of December , 2005. MUNICIPALITY OF CLARINGTON ::e:~ Position' .. . orized Signing Officer ACCEPTED by the Minister this day of , 2005. HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF ONTARIO, REPRESENTED BY THE MINISTER OF TRANSPORTATION FOR THE PROVINCE OF ONTARIO Per: Name: Title: Authorized Signing Officer 0J