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96-144
THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW 96-144 being a by-law to authorize an agreement between the Municipality of Clarington and 289143 Ontario Limited to provide the Municipality with an option to purchase a community park site in Courtice I WHEREAS at its special meeting on July 29, 1996, the Council of the Municipality of Clarington approved the recommendations contained in Report PD-114-96, NOW THEREFORE THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON ENACTS AS FOLLOWS: 1 . THAT the Mayor and Clerk be authorized to execute an agreement between the Municipality of Clarington and 289143 Ontario Limited to provide the Municipality with an option to purchase an additional fire station site in Courtice in accordance with the recommendations contained in Report PD-114-96 . By-law read a first and second time this 29th day of July 1996 By-law read a third time and finally passed this 29th day of July 1996 MAYOR DEPUTY CLERK 'E / 1 BROWN BARRISTERS AND SOLICITORS A i ills JEFFERY S. LYONS Q.C. ` COUNSEL � i August 12, 1998 BY MAIL Mr. Larry Taylor Manager of Development Municipality of Clarington 40 Temperance Street Bowmanville, Ontario L1C 3ZC Dear Mr. Taylor: Re: Clarington option agreements with 289143 Ontario Limited and Bonnydon Limited Enclosed are the duplicate registered option agreements with 289143 Ontario Limited registered as Instrument No. D517158 and with Bonnydon Limited registered as Instrument No. LT856706 each at the Land Registry Office at Whitby. Yours very truly, MORRISON BROWN SOSNOVITCH '�7 • 7 ` Nicholas T. Macos NTM/db Encl. W:\DATA\MACOS\CLARING\TAYLOR.LTR One Toronto Street, P.O. Box 28, Suite 910, Toronto, Ontario M5C 2V6 Tel: 416.368.0600 Fax: 416.368.6068 bizlaw@businesslawyers.com Province Document Genera I Do Process Software Ltd. (416)322-6111 Of •• • ' Ontario Form 4—Land Registration Reform Act 7105 r -N(1)Registry X❑ Land Titles ❑ (2) Page 1 of z� pages (3)Property Block Property Identifiers) Additional: ❑ See Schedule (4)Nature of Document OPTION AGREEMENT e•—. 3 (5)Consideration U-) TWO------------------------------------------------- Dollars$ 2.00 r- t j r; r (6)Description •—{ Part of Lot 33 and Part of the Road Allowance between Lots 32 and 33, U0 c Concession 1,Geographic Township of Darlington, cQ Municipality of Clarington,Regional Municipality of Durham a Cl-D - ° rr, designated as Part 2 on Plan 40R-18053 New Property Identifiers " " Additional: See ❑Schedule Executions (7) This (a)Redescription (b)Schedule for: Additional: Document New Easement Additional See Contains: Schedule ❑ Plan/Sketch ❑ i Description ❑ Parties ❑ Other [®R (8)This Document provides as follows: See Option Agreement attached. Continued on Schedule ❑ (9)This Document relates to instrument number(s) (10)Party(ies) (Set out Status or Interest) Name(s) Signature(s) Date of Signature Y M D TQQRATIQIY_QF THE MjJNIIPA .ITY `?' = ---1998---06:..19_ OF CLARINGTON by its solicitor Nicholas T. Macos ............................................---------------------------------------------------------------------- --------------------------------------------------------------------------------.----------------------- , (11) Address for Service 40 Temperance Street,Bowmanville,Ontario,L1C 2A6 (12)Party(ies) (Set out Status or Interest) Name(s) Signature(s) Date of Signature Y M D ------------------------------------------------------------------................................................ -------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ---------------'-------....... -------------------------------------------------------------------------------------------•---------------------- ----------------------------------------------------------------•-----------------L---------------'..... _... (13) Address for Service (14)Municipal Address of Property- (15)Document Prepared by: Fees an J Nicholas T.Macos o Registration Fee W Barrister& Solicitor 130 Adelaide Street West W Suite 2500 LLLL Toronto, Ontario rr M5H 2M2 0 Total Document prepared using The Conveyancer Fs OPTION AGREEMENT THIS AGREEMENT made as of the 31 st day of March, 1998. BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON (hereinafter called the "Purchaser") OF THE FIRST PART - and- 289143 ONTARIO LIMITED (hereinafter called "Vendor") OF THE SECOND PART NOW THEREFORE WITNESSETH THAT in consideration of the premises and the covenants hereinafter expressed,and the sum of two($2.00)dollars of lawful money of Canada, now paid by each Party to the other(the receipt whereof by each Parry is hereby acknowledged),the Parties hereto covenant and agree to and with each other as follows: 1. SECTION 1 -DEFINITIONS AND SCHEDULES 1.01 Definitions In this Agreement the following terms shall have the following meanings unless the context shall otherwise require: "Agreement" or "this Agreement" means this Option Agreement and the agreement of purchase and sale arising from the exercise of the Option by the Purchaser; "Authority" means any governmental agency, board, branch, bureau, department or other government authority whether federal,provincial,regional or municipal having or claiming jurisdiction over the Property or any part thereof; "Business Day" means any day of the week, excluding Saturday, Sunday and federal and provincial statutory holidays, on which the Land Registry Office is open; Option Agreement Page# "Closing" or "Closing Date" means a Business Day designated by the Purchaser as the Closing Date in the written notice given to the Vendor exercising the Option unless the parties otherwise agree in writing, such date shall be a date no later than 90 Business Days and no less than 50 Business Days from the date that the Purchaser exercises the option; "FMV" means the fair market value of the Property determined as of the Valuation Date; "Land Registry Office" means the Land Registry Office for Durham(No. 40) "Municipal Act" means the Municipal Act, R.S.O. 1990 c.M.45 as amended or replaced from time to time. "Municipal Arbitration Act" means the Municipal Arbitration Act, R.S.O. 1990 c.M.48 as amended or replaced from time to time. "Official Arbitrator" has the meaning assigned to it by the Municipal Arbitration Act. "Option" means the option to purchase the Property granted by the Vendor to the Purchaser pursuant to Section 2; "Option Period" means the period of time for the exercise of the Option provided for in Section 2.02; "Person" includes any individual, partnership, trustee, trust, unincorporated association, corporation, firm,body corporate,joint venture association or syndicate; "Planning Act" means the Planning Act,R.S.O. 1990 c.P.13 as amended or replaced from time to time. "Property" means the lands and premises more particularly described in Schedule "A-I" hereto. "Purchase Price" means the purchase price to be paid to the Vendor pursuant to Section 3. "Regional Official Plan Amendment" has the meaning assigned to it in Section 2.02 of this Agreement. • Y Option Agreement Page "Valuation Date" means the day on which notice of the exercise of the Option is received by the Vendor. "Vendor's Land" means the land and premises described in Schedule "A" to this Agreement. 1.02 Schedules The schedules to this Agreement are as follows and form part of this Agreement as if the information contained therein was contained in the body of this Agreement: Schedule "A" - "Vendor's Land" Schedule "A-I" - "Property" Schedule "B" - "Regional Official Plan Amendment" Schedule "C" - "Provisions of Clarington Official Plan Applicable to Vendor's Land" Schedule "D" - "Permitted Encumbrances" 2. SECTION 2 -THE OPTION 2.01 Grant of Option Conditional on the "Regional Official Plan Amendment" (as hereafter defined) and the provisions of the Purchaser's Proposed Official Plan which conform with the Regional Official Plan Amendment coming into force under the Planning Act, the Vendor hereby grants to the Purchaser the sole and exclusive option (the "Option"), irrevocable within the Option Period, to purchase the Property for the Purchase Price. 2.02 Option Period The Option shall be open for exercise by the Purchaser for a period of fifteen (15) years following the later of(1)the day on which an amendment to the Official Plan of the Regional Municipality of Durham substantially with the content of proposed Amendment No. 18 of the aforesaid Official Plan(the "Regional Official Plan Amendment")'(a copy of which is contained in Schedule`B"hereto), and(2)the day on which the provisions of the Purchaser's proposed Official Plan applicable to the Vendor's Land (a copy of which provisions is contained in Schedule "C" hereto) and which conform with the Regional Official Plan Amendment, comes into force. Option Agreement Page The Option shall be exercised by the delivery by the Purchaser to the Vendor of a written notice exercising the Option within the time limited in this Section for the exercise of the Option. 2.03 Exercise of Option If the Purchaser shall exercise the Option, this Agreement and the written notice evidencing the exercise of the Option shall become a binding agreement of purchase and sale between the Parties and the same shall be completed upon the terms set out in this Agreement. 2.04 No Exercise of Option If the Purchaser shall fail to exercise or refrain from exercising the Option within the Option Period,this Agreement shall be null and void and no longer binding upon the parties. If this Agreement or a Notice thereof is requested on title, and the Purchaser fails to or refrains from exercising the Option within the Option Period,the Purchaser will execute a document prepared by the Vendor at the Vendor's expense to remove the Agreement or Notice thereof from title. 3. SECTION 3 -PURCHASE OF PROPERTY 3.01 Purchase Price If the Purchaser exercises the Option,the Purchaser agrees to purchase the Property and the Vendor agrees to sell the Property for a Purchase Price of an amount agreed to by the parties within ten (10) Business Days of the Valuation Date or as determined by the procedure set.out in Section 9. The Purchaser shall pay the balance of the Purchase Price to the Vendor on Closing subject to the adjustments provided for in Article 8. 4. SECTION 4-PURCHASER'S ACCESS 4.01 Purchaser's Access to Property The Vendor agrees to allow the Purchaser and the Purchaser's authorized representative access to the Property from time to time during the Option Period upon reasonable prior written notice to the Vendor and hereby authorizes the Purchaser to carry out,at the Purchaser's expense, such reasonable tests and inspections as the Purchaser or its authorized representatives may deem reasonably necessary provided that (i) such inspections shall not unduly interfere with the Vendor and(ii)the Purchaser shall promptly repair any resulting property damage. The Purchaser agrees to promptly advise the Vendor of the results of any such tests and inspections. Option Agreement page 5. SECTION 5 - COVENANTS.WARRANTIES AND REPRESENTATIONS 5.01 Vendor's Covenants The Vendor covenants,represents and warrants with the Purchaser that: (a) The Vendor is the registered and beneficial owner of the Property. (b) if the Purchaser shall exercise the Option the Vendor shall pay and discharge, either before or on Closing, all liens, charges, special levies, local improvements or other encumbrances or restrictions or easements whatsoever affecting the Property with the exception of the Permitted Encumbrances set out in Schedule "D" hereto; (c) the Vendor is not a non-resident of Canada within the meaning and intended purpose of Section 116 of the Income Tax Act(Canada); (d) the Vendor is not aware of any adverse soil conditions with respect to the Property and, without limitation, the Vendor is not aware that (i) any underground storage tanks are located on the Property, and(ii)the Property has ever been used as a land fill site or to store, either above or below ground, toxic wastes, gasoline, oil or hazardous substances or other contaminants (as the term is defined in the Environmental Protection Act, R.S.O. 1990 c.E.19). For the purposes of this subparagraph, a "hazardous substance" includes, but is not limited to, any contaminants, pollutants, dangerous substances, liquid wastes, industrial wastes, hauled liquid wastes, toxic substances, hazardous wastes, hazardous materials, or hazardous substances as defined in or pursuant to any statute or law or any regulation promulgated thereunder or pursuant to an applicable order, decision or the like rendered by any Authority; and (e) prior to Closing the Vendor shall cause to be deposited a reference plan of survey in the Land Registry Office delineating the Property. 6. SECTION 6 - CLOSING AND CLOSING DOCUMENTS 6.01 Closing This transaction of purchase and sale shall be completed on the Closing Date at 10:00 a.m. at the Land Registry Office or at such other time and place a> ?nay be agreed upon in writing Option Agreement Page# by the Parties or their respective solicitors. On Closing,the Vendor shall deliver vacant possession of the Property. 6.02 Registration Costs The cost of registering the conveyance of title to the Property shall be at the Purchaser's expense. Each party shall pay the fees of its own solicitor. 6.03 Closing Documents If the Purchaser shall exercise the Option the Vendor agrees to deliver the following documents and assurances to the Purchaser on or before Closing: (a) a registrable conveyance of the Property and the Vendor covenants and agrees that such conveyance shall contain the statements contemplated by paragraph 50(22)(b) of the Planning Act, R.S.O. c.P.13, as amended. (b) a Statutory Declaration of a senior officer of the Vendor having personal knowledge of the facts declared wherein he declares(i)as to the Vendor's possession and use of the Property to Closing,(ii)that to the best of his knowledge and belief the Vendor's representations,warranties, covenants and agreements contained in this Agreement are true and effective at Closing save as disclosed in writing by the Vendor to the Purchaser prior to the exercise of the Option, and (iii) such further matters as the Purchaser shall reasonably require including a declaration that the Vendor is not a non-resident of Canada within the meaning and intended purpose of Section 116 of the Income Tax Act,(Canada). If,however,the Vendor's warranty and representation in section 5.01(c)cannot be rendered current to Closing,the Vendor shall deliver a Certificate of Compliance to the Purchaser in the amount of the Purchase Price issued by the Department of National Revenue, Taxation, pursuant to Section 116 of the Income Tax Act(Canada); (c) a Certificate of the Vendor that, save as disclosed in writing by the Vendor to the Purchaser prior to the exercise of the Option, (i)the warranties and representations of the Vendor contained in Section 5 are true and effective as if made at Closing, (ii) it acknowledges that the Purchaser relied upon such warranties and representations (except to the extent that the information contained therein changed and was reported to the Purchaser by the Vendor prior to the exercise of the Option)in completing this transaction, and (iii) such warranties and representations as so changed shall not merge on but shall survive the Closing; 1 Option Agreement Page# (d) a Statement of Adjustment in duplicate prepared in accordance with Section 8; and (e) such further documents, certificates and other information as may be reasonably required by the Purchaser or the Purchaser's solicitors, or as may be required under the laws of the Province of Ontario. 7. SECTION 7-TITLE 7.01 Title Examination Period The Purchaser is to be allowed until thirty (30) days prior to Closing in which to examine the Vendor's title to the Property at its own expense and if within that time any valid objection to title is made in writing to the Vendor which the Vendor shall be unable to remove, remedy or satisfy and which the Purchaser will not waive, this Agreement, notwithstanding any intermediate acts or negotiations with respect to such objections, shall be null and void and neither party shall have any further rights or obligations hereunder. 7.02 Good and Marketable Title On Closing the Vendor's title to the Property shall be a good and marketable title in fee simple free from all liens, charges, local rates, agreements, easements, rights-of-way, encumbrances,encroachments,restrictions and interests whatsoever except Permitted Encumbrances set out in Schedule "D" hereto. Save as to any valid objection so made within the time limited by paragraph 7.01 for making valid objections to title, except for any objection going to the root of the title the Purchaser shall be exclusively deemed to have accepted the title of the Vendor to the Property. The Purchaser shall not call for the production of any title deed, abstract of title or other evidence of title other than such as may be in the Vendor's possession or under its control. 7.03 Compliance with Planning Act Planning Act Provided that this Agreement shall be effective to create an interest in the Property only if the subdivision control provisions of the Planning Act are complied with by the Vendor on or before Closing and, if the Purchaser shall exercise the Option the Vendor hereby covenants to proceed diligently,at its expense,to obtain any necessary consent on or before Closing. If requested by the Purchaser, the Vendor covenants and agrees that the Transfer/Deed of Land delivered on Closing shall contain the statements contemplated by the Section 50(22) of the Planning Act. Option Agreement Page it 8. SECTION 8 -ADJUSTMENTS 8.01 Adjustments Realty taxes, including local improvement rates shall be adjusted as of Closing. 9. SECTION 9 -DETERMINATION OF FAIR MARKET VALUE 9.01 If within 10 Business Days of the Valuation Date the Vendor and the Purchaser cannot agree on FMV, then (a) if an Official Arbitrator has been appointed for the Purchaser and the provisions of the Municipal Arbitration Act apply to determine all questions arising under this Agreement then FMV shall be determined in accordance with the requirements and procedures of that Act, or (b) if an Official Arbitrator has not been appointed for the Purchaser and the Municipal Arbitrations Act does not apply to determine questions arising under this Agreement then FMV shall be determined in accordance with the requirements and procedures set out in the Municipal Act, or (c) if an Official Arbitrator has not been appointed for the Municipality and neither the Municipal Arbitrations Act nor the Municipal Act applies to determine questions arising under this Agreement,then FMV shall be determined in accordance with the provisions of Sections 9.02 to 9.05 inclusive. 9.02 Appointment of Each Pa U's Appraiser and the Third Appraiser The Purchaser shall retain forthwith an independent appraiser and shall give notice to the Vendor of the independent appraiser so retained. Within fifteen (15) Business Days of receipt of notice from the Purchaser that the Purchaser has retained an independent appraiser, the Vendor may elect to retain an independent appraiser by giving written notice to the Purchaser of the independent appraiser it has retained. If the Vendor elects to retain an independent appraiser, the independent appraisers designated by the Purchaser and Vendor shall jointly appoint a third independent arbitrator/appraiser within the next following 5 Business Day period(the "Third Appraiser"). The appraisal, or true copies thereof,of each Party's independent appraiser shall be completed and delivered to both Parties Option Agreement Page and the Third Appraiser within the 40 Business Day period following the Valuation Date (the "Appraisal Period"). If the Vendor shall fail or refrain from appointing an independent appraiser and giving written notice identifying the appointee to the Purchaser within the time required, then the independent appraiser retained by the Purchaser shall be empowered to determine exclusively the FMV and his determination thereof shall be final and binding on the Vendor and the Purchaser and there shall be no appeal therefrom or review thereof. If each Party retains its independent appraiser within the time required and gives notice to the other Party within such time identifying his appointee, and the two independent appraisers as so retained cannot agree on the choice of the Third Appraiser within the 5 Business Day period next following the Vendor's appointment of its independent appraiser, then the Third Appraiser shall be selected and appointed by a Judge of the Ontario Court(General Division) from a panel of four nominees,two of whom shall be named by the Purchaser,and two of whom shall be named by the Vendor at the end of the 5 Business Day period. Either Party may serve the other with a written list of their two nominees on or before the end of the 5 Business Day period,together with their curriculum vitae whereupon the other Party shall reply by serving a written list of its two nominees together with their curriculum vitae within 5 Business Days thereafter. The Party first serving the list of nominees on the other shall be entitled to make the application to a Judge of the Ontario Court (General Division), and shall submit a single list of names of the nominees in alphabetical order together with their curriculum vitae without disclosing by which Party they are nominated. If the Party required to reply within such 5 Business Day period as aforesaid fails to do so, the Party who served its list of nominees shall be entitled to make the application to a Judge of the Ontario Court(General Division), submitting only one of its nominees. At any hearing to determine the Third Appraiser, each Party shall be represented by only one solicitor or counsel. The Judge's appointment of the Third Appraiser shall be final and binding on the Vendor and Purchaser and there shall be no appeal therefrom or review thereof. The Judge shall also have the authority to assess the costs of the appointment of the Third Appraiser against either the Purchaser or the Vendor, but each Party shall otherwise bear its own counsel fees. 9.03 Requirements of Appraiser and Appraisers Each Party's independent appraiser, in its appraisal, shall confirm its instructions to determine the FMV based upon the standard appraisal methodology then current, of the Appraisal Institute of Canada for similar properties in the Province of Ontario. •r Option Agreement Page Each Party's independent appraiser shall have at least 10 years experience in valuing real property in the Province of Ontario,and be a member in good standing of the Appraisal Institute of Canada. The Third Appraiser shall satisfy the same qualifications. 9.04 Determination of FMV If the FMV as determined by a Party's independent appraiser is within 5 percent of the FMV as determined by the other Party's independent appraiser then, for the purpose of Section 3.01,the FMV shall be the average of the appraisals of the FMV,which averaged valuation shall be final and binding upon the Vendor and the Purchaser and there shall be no appeal therefrom or review thereof. If,however, each Party's independent appraiser's determination of the FMV is not within 5 percent of the other then,subject to a 5 Business Day period following the Appraisal Period in which the Vendor and Purchaser agree to act in good faith to attempt to negotiate the FMV, the Third Appraiser is hereby empowered to review the independent appraisals,and to consult with each Party's independent appraiser, and on the basis of such review and consultation to designate FMV within the 10 Business Day period next following the expiry of the Appraisal Period. The Third Appraiser's designation of the FMV shall be final and binding on the Vendor and Purchaser and there shall be no appeal therefrom or review thereof. The FMV designated by the Third Appraiser must fall within the high and low limits of the FMV as determined by each Parry's independent appraiser. 9.05 Cost of Appraisal The Vendor and the Purchaser agree that each Parry shall bear the cost of its own independent appraiser, and the cost of the Third Appraiser shall be divided equally between the Vendor and Purchaser(except as determined by a Judge pursuant to Section 9.02). 10. SECTION 10- GENERAL 10.01 Time of the Essence Time shall in all respects be of the essence of this Agreement provided that the time for doing or completing of any matter provided for in this Agreement may be extended or abridged by an agreement in writing signed together or in counterpart by the Vendor and the Purchaser or by their respective solicitors who are hereby expressly appointed in this regard. 10.02 Schedules All schedules annexed or to be annexed to this Agreement shall have the same force and effect as if the information contained therein was included in the body of this Agreement. Option Agreement Page 10.03 Governing Law This Agreement is made pursuant to and shall be governed by and construed in accordance with the laws of the Province of Ontario. 10.04 Headings Any heading,subheading or marginal note contained in this Agreement and the table of contents,if any,preceding this Agreement are inserted for convenience and for reference only and in no way define, limit or describe the scope or intent of this Agreement or form part of this Agreement. 10.05 No Merger The Parties'representations,warranties,covenants and agreements contained in this Agreement shall not merge on but shall survive the Closing. 10.06 Entire Agreement The Parties agree that there are no representations,warranties,covenants,agreements, collateral agreements or conditions affecting the Property or this Agreement other than as expressed in writing in this Agreement. 10.07 Notice Any notice to be given or document to be delivered to either the Vendor or Purchaser pursuant to this Agreement shall be in writing and shall be delivered either personally or by courier or telecopied or sent by prepaid registered mail to the address specified below or to such other address as may be specified in writing from time to time by either party to the other. Any written notice or delivery of documents given in this manner shall be deemed to have been given and received on the day of delivery or telecopy if delivered personally or by courier or telecopied or on the second Business Day next following the day of mailing if sent by prepaid registered mail, provided however, if at the date of such mailing interruption in the operation of the Canadian Postal Service will or is likely to delay the receipt thereof, it shall not be mailed but shall be delivered personally. Any telecopied notice (including the notice exercising the Option) must be sent by courier to the recipient for delivery no later than the next Business Day after the day such notice was telecopied, for the telecopied notice to be valid. PURCHASER: The Corporation of the Municipality of Clarington 40 Temperance Street Bowmanville, Ontario L1C 3A6 Option Agreement Page If by telecopier: (905) 623-5717 VENDOR: 289143 Ontario Limited 7111 Dufferin Street Thornhill, Ontario L4J M If by telecopier: (905) 669-3768 10.08 Tender Any tender of documents or money pursuant to this Agreement may be made upon the solicitor acting for the Party on whom tender is desired and it shall be sufficient that a negotiable certified cheque is tendered instead of cash. 10.09 Gender and Enurement This Agreement shall be read with all changes of gender and number required by the context and shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, administrators, executors, successors and assigns. 10.10 Assignment The Option shall be only assignable by the Purchaser with the prior written consent of the Vendor which consent may not be arbitrarily or unreasonably withheld or delayed. 10.11 Registration in Land Registry Office The Purchaser shall be entitled to register a notice of this Agreement or the entire Agreement(if as a matter of statutory requirement this entire Agreement must be registered)against title to the Vendor's Land. 10.12 Risk Before Closing The Property shall be and remain at the Vendor's risk until Closing and the Vendor shall hold all fire insurance policies and the proceeds thereof in trust for the parties as their respective interests may appear pending Closing. Option Agreement Page J% IN WITNESS WHEREOF the Parties hereto have duly executed and delivered this Agreement as of the 31 st day of March, 1998. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON By: Name; an a Title: % By: N e: arrie, Clerk Ti 289143 ONTARIO LIMITED By r Name: JkWo Title: Pru s► . By: Name: Title: SCHEDULE "A" VENDOR'S LAND Part of Lot 33 and Part of the Road Allowance between Lots 32 and 33, Concession 1, Geographic Township of Darlington,Municipality of Clarington,Regional Municipality of Durham designated as Parts 1 and 2 on Plan 40R-18053. SCHEDULE "A-I" PROPERTY Part of Lot 33 and Part of the Road Allowance between Lots 32 and 33, Concession 1, Geographic Township of Darlington,Municipality of Clarington,Regional Municipality of Durham designated as Part 2 on Plan 40R-18053. SCHEDULE "B" REGIONAL OFFICIAL PLAN AMENDMENT IEU OCl 0 11995 ---- BY-LAW NUMBER 62-96 �•W LijND�' Regioaa!Clerk OF _ THE REGIONAL MUNICIPALITY OF DURHAM Being a by-law to adopt Amendment Number 18 to the Durham Regional Official Plan WHEREAS the Regional Municipality of Durham Act and the Planning Act, as amended, authorize the Regional Municipality of Durham to pass by-laws for the adoption or repeal of Official Plans and amendments thereto. NOW, THEREFORE, BE IT ENACTED AND IT IS HEREBY ENACTED as a By-law of the Regional Municipality of Durham by the Council thereof as follows: 1. That Amendment Number 18 to the Durham Regional Official Plan, being the attached Explanatory Text and Exhibit 'A', is hereby adopted. 2. That the Clerk of the Regional Municipality of Durham is hereby authorized and directed to make application to the Minister of Municipal Affairs for approval of the aforementioned Amendment Number 18 to the Durham Regional Official Plan. 3. This By-law shall come into force and take effect on the day of final passing thereof. BY-LAW read a first time this 25th day of Sq*mb r , 1996 BY-LAW read a second time this 25th day of Sepbeibw , 1996 BY-LAW read a third time and finally passed this 25th day of Septodw , 1996 gional C r Clerk • • �U Schedule "B" -2- Amendment No. 18 to the Durham Regional Official Plan Purpose: The purpose of this amendment to the Durham Regional Official • Plan is to change the designation of certain lands in Courtice from "Employment Area" to "Living Area" to permit the development of a residential plan of subdivision (OPA 95-007). Location: The subject site is located at the southeast corner of Regional Road 22 and Prestonvale Road in Lot 33, Concession 1, in the former Township of Darlington, in the Municipality of Caalington. It is 17 hectares (42 acres) in size. Basis: The proposed change in land use will not adversely affect the Municipality of Clarington's supply of Employment lands or its ability to fulfil its economic development objectives. The changes would allow the Municipality to obtain a desired community park for Courtice. Robinson Creek valley is a suitable boundary between Employment Area and sensitive Living Area uses. Actual Amendment: The Durham Regional Official Plan is hereby amended by amending Map A5 - Regional Structure, as indicated on Exhibit "A" attached to this Amendment. Implementation: 'The provisions set forth in the Durham Regional Official Plan, as amended, regarding the implementation of the Plan shall apply to this Amendment. Interpretation: The provisions set forth in the Durham Regional Official Plan, as amended, regarding the interpretation of the Plan shall apply to this Amendment. Schedule "B" -3- r.:xnLI)LC •'A" to Amendment lio. l,9 OFFICIAL PLAN OF THE REGIONAL REGIONAL MUNICIPALITY STRUCTURE OF DURHAM MAP 5. t r............................. .... •Sp + A. :'�pia !4,° • •+�.��,.t, ���;�: :�;,,�.� •, •��,•• : °. 1. I 1 / 1 + 1 . 1 1 ♦ \ -1 • i• I 1 1 1+1 /-1 • 0 I \ i I •O 1- ,2��. .•.•.•..;::tie:ti�:�:v:�..e------------• , =�(/�f-`i 1.\/\/• �.>I � a La+O Id FROM EMPLOYMENT AREA 6 TO LIVING AREA j.,�y�. •�,.,... ;�°C,.}y�� �},:.�.`..•..•.y�................ ,i �1�1\1/� :. 'A47 056-�•Tip •;w<,,,r,}h:;.,.:.?..:•'r:•'r:•:❖:::•:•:•:vti... ♦1�/�� �� � d •• by' V O V. FROM EMPLOYMENT AREA `"'• ,�• ,s.,;:•••� 'x•13.4 TO MAJOR OPEN SPACE .wat.:i,.eAi•� i�7ta'�d 5. S. e w rti f-� LEGEND URBAN AREA BOUNDARY MAIN CENTRAL AREA LIVING AREA SUB-CENTRAL AREA ® VI~ EMPLOYMENT AREA acG'�• . MAJOR OPEN SPACE [- ^ ,�' WATERFRONT ENVIRONMENTALLY *' �' ' SENSITIVE AREAS �'; GENERAL AGRICULTURAL AREAS I I Schedule "B" -4- This amendment was adopted by the Council of the Regional Municipality of Durham by By-law No. 62-96 in accordance with the provisions of Sections 17 and 21 of the Planning Act, R.S.O. 1990, c,P-13, as amended, and under Section 96 of the Regional Municipalities Act R.S.O. 1990, c.R.8, as amended, on tht5 25th day of S , 1996. CORPORATE SEAL OF CLERK MUNICIPAUTY r SCHEDULE "C" PROVISIONS OF CLARINGTON OFFICIAL PLAN APPLICABLE TO VENDOR'S LAND OFFICIAL PLAN FOR MUNICIPALITY OF CLARINGTON: MODIFICATION PROPOSED MODIFICATION TO THE CLARINGTON OFFICIAL PLAN REGARDING SOUTH-WEST COURTICE COMMUNITY PARK PURPOSE: To designate approximately 6.5 ha of new residential lands and to relocate the South-west Courtice Community Park. LOCATION: South-east corner of Bloor Street (Regional Road #22) and Prestonvale Road, being part Lot 33 and road allowance between part Lot 32 and 33, Concession 1, former Township of Darlington, now in the Courtice Urban Area. BASIS: This modification is based on a settlement of issues in dispute between 289143 Ontario Ltd. and the Municipality of Caarington with respect to private referrals to the Ontario Municipal Board (Application OPA 95-004/C) and the proponent's objections to the proposed Caarington Official Plan and the proponent's application to amend the Official Plan of the former Town of Newcastle (Application OPA 95-006/C) . ACTUAL MODIFICATIONS: i) Modify the housing targets for Bayview Neighbourhood shown on Table 9-2 by increasing the Low Density Residential target from '975' to '1150', the Medium Density Residential target from '250' to '300' and the High Density target from '50' to '125' and making the appropriate adjustment to the Totals so that the Table reads as follows: Table 9-2 Housing Targets by Neighbourhoods Housing Units Urban Area Neighbourhoods Residential Areas Central Areas Intense Tool cation Low Medium High Medium High Courtice N11 Bayview 1150 300 125 0 0 50 1625-A ii) Add a new section 23.11.3 as follows: "23.11.3 The Community Park site shown on Map A2 south of Bloor Street on the east side of Prestonvale Road shall endure for a period of 15 years from the date of approval of this policy of the Official Plan. If the site has not been acquired by the Municipality for community park purposes within this period, the site shall be deemed to be designated "Urban Residential" and may be developed in accordance with the policies for that designation." iii) Modify Map A2 "Land Use: Courtice Urban Area" as shown on Exhibit 'A'. iv) Modify Map E1 "Neighbourhood Planning Units: Courtice Urban Area" as shown on Exhibit 'B'. EXHIBIT "Ar PROPOSED MODIFICATION TO THE MUNICIPALrTY OF CLARINGTON OFFICIAL • 1310]Lai 7 all ,IWRO CHANGE I I I ® e • �� �-� � �'�✓f- �� � _�..�r-r ,✓i' :fir""..'. IP FROM ,*COMMUNITY TO *COMMUNITY r 023 Schedule "C" -3- EXHIBIT "B" PROPOSED MODIFICATION TO THE MUNICIPALITY OF CLARINGTON OFFICIAL PLAN. MAP E1, NEIGHBOURHOOD PLANNING UNITS. COURTICE i 1 FAR .) 1 4 HIGHLAND 5 EW 6 w.sm Rao 100) 2900 no 10 • (2100) EMILY aoo 7 / STO AVONDALE - URBAN BOUNDARY PENFOU D OURHOOO BOUNDARY 3500 i I (1000) POPULAnON (•) SEE SECTION 16.6 1 � n B�ooR srREEr A IE EXTEND. BOUNDARIES OF i "BAWIEIlfE NE3GHBOURHO0DF 1 CHANGE POPULATION;' po •� �o eoo T FROM "3800" TO "450(F I NO T 1 1 C.P.R 1 BASEUNE ROAD H AY 401 I 1 ° El �)OURTM UFAM ARFA OFFICIAL PLAN LAKE ONTAR/O WUNICIPAUTY OF CLARINGTON REFER TO SECTIONS 5 AND 9 4 SCHEDULE "D" PERMITTED ENCUMBRANCES 1. Any registered restrictions or covenants that run with the Property providing that such are complied with. 2. Any registered municipal agreements and registered agreements with the publicly regulated utilities providing that such has been complied with or security has been posted to ensure compliance and completion, as evidenced by a letter from the relevant municipality or regulated utility. 3. Any easements for the supply of utility or telephone services to the Property or adjacent lands. 4. Any easements for drainage, storm or sanitary sewers, public utility lines, telephone lines, cable television lines or other services which do not materially affect the Purchaser's intended use of the property. DENNIS C. - . Barrister and Solicitor Memo To: Bin Newell, Manager, Planning Services From: Dennis Hefferon, Solicitor File No.: 7437 Date: July 22,2002 Subject: Courtice Community Park Purchase from 289143 Ontario Limited I enclose herewith two copies of the record book documenting the above transaction for your files. Please forward one copy containing the original documents to the Clerks Department and retain the other in your records. /bg Enclosures 1 Robins Appleby 130 Adelaide Street West & Taub Neill J.Kalvin Suite 2500 Barristers&Solicitors Direct Line:(416)360-3351 Toronto,Ontario M5H 2M2 E-Mail:nkalvin@robapp.com Telephone: (416) 868-1080 www.robinsapplebyandtaub.com Facsimile:(416)868-0306 Delivered by: Mail File No.: 0100463 July 19, 2002 Municipality of Clarington 40 Temperance Street Bowmanville, Ontario, L1C 3A6 Attention: Isabel Little Dear Sirs: Re: The Corporation of the Municipality of Clarington Purchase from 289143 Ontario Limited Part Lot 33, Concession 1, being Part 2, Plan 40R-18053 Municipality of Clarington, Regional Municipality of Durham We enclose herewith our report in relation to your purchase of the above Property which we trust you will find satisfactory. If you have any questions and/or concerns, please do not hesitate to contact us. Yours ve tru ROBI LEB UB Per: Y Neil i Am E sur URLES\0100463TUENT L LTR 5, °,r :"1, � r r 1 e- 'y �aa: 11�.;rr *. k'" A� A x t s ` s "c. taps J.x '' .. i t 1 i { �,, i a u t �'. i yc {i '�. 4 2 ,, •s k 4 t ks `I 11 1,.',,'�&��,�-,f,'�'i' y ,#7+4 t� _ i s + „ a s t P .b �V as_ lby s �'x 'i+�fTk 't-{t y°.i �.° f 3r �' y i. s b 3 ,br as �a ri'r ls�-`f G t , b - �# .t1 7 yR 4 rk r) Y �r^p'x� ";f'?`4 � va.FAY Rt�`m� ''! r^ r d r e,- r e i , -s° l rq 's '{-. .n r a trt.f�4 ;�'' �,"d 4, S f' 'k..s f a f .� a hp#. g . +-, r k t k I 11 t,�y t i s tw 4 , �1 r , r+y y. 5p .- t� v +r ,. I s s f- � +r s _r+ry I .1 1. el�, �>3 11 Q ws. rY'r i'y=,y, is T.k _ __ .__ A -.L jC{a s .v ,.. 11 ,p , , ', .i .. 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K 11 ,s 2 ' ` .. k x i3• r z4 w� i,+' t ..: - ,_: k $ � :• p�: s%, AA-, 3 I'll t ^, s F a r r E 5 T x'� Y `•' Sx, •i iTa I 1, ■ ■ ■ ■ ' The Corporation of the Municipality of Clarington Purchase from 289143 Ontario Limited ' Part Lot 33, Concession 1 being Part 2, Plan 40R-18053 Municipality of Clarington ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ Robins Appleby i & Taub Barristers&Solicitors ■ ■ ■ rINDEX ' Re: The Corporation of the Municipality of Clarington Purchase from 289143 Ontario Limited Part Lot 33, Concession 1,being Part 2,Plan 40R-18053 ' Municipality of Clarington, Regional Municipality of Durham 1. Report 2. Agreement of Purchase and Sale ' 3. Acknowledgement and Direction ' 4. Transfer receipted as DR81970 on June 7, 2002 5. Statement of Adjustments ' 6. Direction re Funds and Further Direction re Funds ' 7. Clarington's Certificate of Treasurer and Receipt ' 8. Option Agreement registered as Instrument No. D517158 9. Plan 40R-18053 ' 10. Clear Execution Certificate ' 11. Undertakings by Vendor 12. Undertaking by Purchaser ' 13. Declaration of Possession t14. Declaration re Construction Lien 15. Declaration re Family Law/Section 116 of the Income Tax ' 16. Undertakin g re GST ' 17. Clarington Development Review Branch,Planning Services Department letter ' 18. Central Lake Ontario Conservation letter 1 � Robins 1 Appleby 130 Adelaide Street West & Taub Neill J.Kalvin Suite 2500 Barristers&Solicitors Direct Line:(416)360-3351 Toronto,Ontario M5H 2M2 E-Mail:nkalvin @robapp.com 1 Telephone:(416) 868-1080 www.robinsapplebyandtaub.com Facsimile:(416)868-0306 1 Delivered by: Courier File No.: 0100463 ' July 19, 2002 Municipality of Clarington 1 40 Temperance Street Bowmanville, Ontario L1C 3A6 1 Attention: Isabel B. Little 1 Dear Sirs: ' Re: The Corporation of the Municipality of Clarington ("Clarington") Purchase from 289143 Ontario Limited (the"Vendor") Part Lot 33, Concession 1,being Part 2, Plan 40R-18053 1 Municipality of Clarington,Regional Municipality of Durham(the "Property") We are pleased to report to you on the above-mentioned transaction, which was completed in 1 accordance with your instructions on June 7, 2002. AGREEMENT OF PURCHASE AND SALE 1 Pursuant to the terms of an Agreement of Purchase and Sale, a copy of which is enclosed for your records, Clarington agreed to purchase the Property from the Vendor for the sum of$1,350,000.00, ' upon the terms and conditions more particularly set forth therein(the "Agreement"). ACKNOWLEDGEMENT AND DIRECTION 1 We enclose a copy of an Acknowledgment and Direction pursuant to which you authorized and 1 directed us to register electronically on your behalf the Transfer/Deed of Land in accordance with the Document Registration Agreement. 1 TRANSFER/DEED OF LAND By Transfer registered in the Land Titles Office for the Land Registry Division of Durham (No. 40) on June 7, 2002 as Instrument No. DR81970, title to the Property was transferred to THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON. The receipted Transfer is enclosed herewith for your records. 1 Page 2 ■ Robins ' Appleby &Taub ' Barristers&Solicitors ■ STATEMENT OF ADJUSTMENTS We are enclosing herewith a copy of the Statement of Adjustments for your records. The Vendor ' received a credit for the sale price of the Property,being$1,350,000.00. You paid to the Vendor the sum of$20,000.00 by way of deposit for which sum you received a credit on the Statement of Adjustments. The realty taxes for the year 2002 had not been assessed as of the date of closing and ' are to be readjusted upon separate assessment. The balance due on closing was the sum of $1,330,000.00 which amount was paid in accordance with the Vendor's direction. ' DIRECTION RE FUNDS We were provided with the Vendor's Direction authorizing payment of the proceeds of this transaction to the solicitors for the Vendor, in trust or as they may further direct. We were then provided by such solicitors with their further direction to endorse the balance due on closing as ' follows: Litowitz Pettle & Shain, in trust $1,819.00 ' Treasurer, Municipality of Clarington 2,950.72 289143 Ontario Limited 1,325,230.28 ' Total $1,330,000.00 We enclose herewith copies of such directions for your records. TAXES ' We enclose a receipt received from the Municipality of Clarington in the amount of$2,950.72 representing payment of the 2001, interim 2002 and interest to the end of June,2002 realty taxes, as per Clarington's Certificate of Treasurer, a copy of which is enclosed herewith. Please note the ' Property purchased by Clarington has not as yet been separately assessed. TITLE ' Prior to closing his transaction we performed various searches including an investigation of title to g � p g g the Property, and based thereon, we are of the opinion that you acquired good and valid title to the Property, subject to the matters hereinafter set forth: ' a. The reservations, exceptions, limitations,provisos and conditions contained in the original Crown Grant; ' b. Instrument No. N125623 registered December 19, 1985, being a Notice of airport zoning regulations. These regulations restrict the height of buildings located on the Property and therefore should be consulted prior to constructing on the Property. I Page 3 ■ Robins Appleby & Taub ' Barristers&Solicitors ■ ' C. Option Agreement registered June 22, 1998 as Instrument No. D517158 made between the Purchaser and Vendor, a copy of which is enclosed for your records. 1 d. Any lien that may be preserved and perfected pursuant to the Construction Lien Act, 1990, to the extent of deficiencies in the holdbacks required to be retained by the Payer under Part ' IV of the Act. PLAN ' We enclose a copy of Plan No. 40R-18053 showing the Property purchased. ' EXECUTIONS We caused a search to be made in the Office of the Sheriff at the Land Registry Office (No. 40) at ' Durham and found there to be no executions filed against the Vendor or any predecessor on title which would affect the Property. We enclose the Execution Certificate for your records. ' UNDERTAKINGS On closing,we received an undertaking by the Vendor to deliver up vacant possession of the Property ' on closing;to pay all arrears of taxes and to pay the 2002 taxes in accordance with the Statement of Adjustments; to readjust forthwith upon written demand any item on the statement of adjustments ' or any item which should have been included for adjustment, if necessary. On closing,we provided the Vendor with your Undertaking to Readjust any item on the Statement ' of Adjustments, if necessary. We enclose copies of these Undertaking for your records. ' STATUTORY DECLARATIONS ' We prepared and had executed by the Vendor the following Declarations attesting, inter alia: ' Declaration of Possession The Vendor is the absolute owner of the Property. ' Construction Lien Act ' No improvement has been made or is being made to the Property and there has been no supply of services to the Property within the last 45 days from the date thereof and no improvement or supply ' Page 4 ■ Robins ' Appleby &Taub Barristers&Solicitors ■ t of services will be made from the date thereof and thus no construction lien could arise. We enclose copies of the documents for your records. Section 116,Family Law Act The Vendor is not a non-resident of Canada within the meaning of Section 116 of the Income Tax ' Act(Canada)nor will the Vendor be a non-resident of Canada at the time of closing and the Property has never been occupied by any shareholder,officer or director of the Vendor or any beneficial owner of the Property and/or his or her spouse as their matrimonial home. ' We enclose copies of the Declarations for your records. ' UNDERTAKING ' On closing, we provided the Vendor with your Undertaking pursuant to which you covenant and agreed that if any GST is payable, you are liable for the payment of any GST thereon; you also indemnified and hold the Vendor harmless from any liability of the Vendor arising because of any ' incorrect statement or breach of your obligations set out in the Undertaking. We enclose this Undertaking for your records. ' MUNICIPAL SEARCHES Prior to closing,we conducted municipal and other searches deemed necessary and ascertained the ' following: 1. Municipality of Clarington,Development Review Branch advises that within Zoning By-law ' No. 84-63, as amended, of the former Town of Newcastle, the Property is zoned "Agricultural(A) and Environmental Protection(EP)". Clarington's Building Department, advises that to the best of their knowledge on September 12,2001,they were unable to advise ' of the building conformed to the Ontario Building Code the Property is vacant land. 2. Central Lake Ontario Conservation("CLOCA") advises that the Property is not subject to Ontario Regulation 145/90,the Authority's Fill, Construction and Alteration to Waterways Regulation. Written permission is not required from CLOCA prior to any filling or grading on site. Since the Property is not located within the flood plain of a watercourse that is ' mapped by CLOCA, a portion of the Robinson Creek borders the southeastern limit of the Property, as per the attached mapping. There are no outstanding directives, orders or breaches of Ontario Regulation 145/90 with respect to the use of the Property. ' Page 5 ■ Robins ' Appleby &Taub ' Barristers&Solicitors ■ ' We trust that this transaction has been completed to your satisfaction. If you have any questions or comments,please do not hesitate to contact our office. ' Yours very truly ROBI A BY & UB ' Per: ' Neill J. alv n Am Enclos es R:\FILES\0100463\REPORT 1 t I 1 � � THIS AGREEMENT is made as of this 25h day of June. 2001 BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON ' (the "Purchaser") - and - ' 289143 ONTARIO LIMITED (the "Vendor') WHEREAS: A. The execution tion of this Agreement of Purchase and Sale on behalf of the Purchaser is authorized by By-law No. 2001-132 passed by the Purchaser on June 25, 2001, NOW THEREFORE WITNESSETH THAT inconsideration of the ' premises and the covenants hereinafter expressed, and the sum of two ($2.00 dollar lawful money of Canada, now paid by each ) s of each party is hereby acknowledged), the parties he hereto coven tthand receipt agree o whereof nd with ' each other as follows: 1 The Vendor agrees to and with the Purchaser to sell the land more particularly described as Part of Lot 33, Concession 1, Municipality of Clanngton. Region of Durham, now shown as Part 2 on Reference Plan 40R-18053 (the "Property") for ' the purchase price of One Million Three Hundred and Fifty Thousand ($1,350,000.00) Dollars(the"Purchase Price")payable as set out below. The sum of Twenty Thousand($20,000.00) Dollars shall be paid by the Purchaser to the ' Vendor by certified cheque as a deposit on the execution by the Vendor of this Agreement of Purchase and Sale. The deposit is to be held in trust by the Vendor in an interest bearing account with a bank listed in Schedule 1 of the Bank Act pending the completion or termination of this transaction. If the transaction is terminated the deposit shall be repaid forthwith by the Vendor to the Purchaser with interest but without deduction. The balance of the Purchase Price of One Million Three Hundred and Thirty Thousand ($1,330,000.00) Dollars subject to adjustments shall be due and shall be paid by the Purchaser to the Vendor by certified cheque on the Closing Date(as hereafter defined). ' UN-22-u 1 r R I 05: "UN. C= C LaR I NGTON P. -4X N0. 623 °282 2 2. This transaction is to be completed by 5:00 p.m, on the earlier to occur of the(1) of the day which is five (5)business days (excluding Saturdays, Sundays and statutory holidays)after the date of completion of the South Courtice Community Park Servicing Works("Servicing Works") as defined and provided for in an Agreement between the Purchaser, the Vendor, 2001544 Ontario Limital and ' ") as 765400 Ontario Limited dated June 25,2001 ("Servicing Agreement evidenced by the last to be issued by the Purchaser's Director of Public Works and the Region's Commissioner of Public Works of certificates of completion of the Storm Water Management Services and the Sanitary Sewer which are components of the Servicing Works,and (2)May 5,2002 if the date for completion of the Servicing Works specified in the Servicing Agreement is not extended pursuant to the Servicing Agreement, and(3)if the date for completion of the Servicing Works is extended pursuant to the Servicing Agrccmcnt, five (excluding Saturdays, Sundays and statutory holidays)after date of completion of business days the Servicing Works as evidcnccd by the last to be issued of the aforesaid ccrtil Bates of completion. ("Closing Date"). The Closing llate maybe extended or amended by written agreement of the solicitors of the parties. On the Closing Date,the Vendor shall deliver vacant possession of the Property to the Purchaser. ' 3. This Agreement Of Purchase and sale is conditional on the completion of the Servicing Works on or before April 30,2002,provided that if the date for 1 completion of Servicing works is extended pursuant to the provisions of the Servicing Agreement, this Agreement of purchase and sale shall be conditional on the completion of the Servicing Works on or before such extended completion ' date. This condition is for the exclusive benefit of the Purchaser and may be waived by the Purchaser in its discretion by giving notice in writing to the Vendor at any tinie up to the completion of this transaction. If before this transaction is completed,the Purchaser in its absolute discretion decides that this condition has not been satisfied, the Purchaser may give written notice to the Vendor terminating this Agreement ofPurchasc and Sale and the deposit shall forthwith ' be repaid by the Vendor to the Purchaser with interest but without deduction. 4. This Agreement of Purchase and Sale is conditional on the Purchaser being ' satisfied in its absolute discretion respecting the environmental quality of the Property and the stability of the soil for the construction of buildings thereon.If, before the completion of this transaction the Purchaser decides in its absolute ' discretion that the Purchaser is not satisfied, the Purchaser shall give the Vendor written notice of the Purchaser's decision and the termination of this Agrc=cnt Of Purchase and Sale and the moneys paid to the Vendor shall be forthwith repaid by the Vendor to the Purchaser with interest but without deduction. The Vendor agrees forthwith to deliver to the Purchaser any reports or documents relating to soil tests,cnvironrnenW audits,environmental site assessments and records of environmental site conditions and soil reports in the Vendor's possession. The Vendor agrees to permit the Purchaser, its employees, contractors,consultants and agents access to the Property for the purpose of making soil tests, conducting ' UN-22-21 FRI 0c;' DM "UN. CLAR - INGTGN P. J. =AX N0. ;5 6-1 -282 ' environmental audits, environmental site assessments and preparing records of onvironmcntal Site conditions. This condition is included in this Agreement of Purchase and Sale for the exclusive benefit of the Purchaser and may be waived 1 by the Purchaser in its absolute discretion. 5• Except as provided in paragraph 7 hereof,the Vendor shall discharge all encumbrances and restrictions registered against title to the Property at its expense on or before the completion of this transaction in this regard. 6. The Purchaser is to be allowed until September 4, 2001 (the "Requisition Date') ' to examine the title to the property at his own expense and to satisfy there are no outstanding orders or deficiency notices affecting the Property that ' that i is present tisc may be lawfully continued. The Vendor hereby consents to 8ovemmental agencies releasing to purchaser details of all outstanding orders affecting the Property. The Vendor agrees to execute and deliver such further authori=tions in this rcgard as Purchaser may reasonably require in this regard. ' 7• Provided the title is good and free from all registered restrictions,charges,liens and encumbrances save and except for ' (a) an y registered restrictions or covenants that run with the land,provided that such are complied with; ' (b) any municipal agreements and registered agreements wig ublicl Tegulated utilities,providing,such have been complied with or security l been posted to ensure compliance and completion as evidenced by letter from the relevant murnieipality or utility supplier; and (e) any minor casement for the supply of domestic utility or telephone services to the Property or adjacent properties. ' Jfwithin the s ecifie ' p d time referred to in paragraph 6 any valid objection to title or to any outstanding order or delciency notice and which the Vendor is unable ' or unwilling to remove,remedy or satisfy and which Purchaser will not waive dais Agreement of Purchase and Sale notwithstanding any intermediate acts or negotiations in respect of such objections, shall be at an end and all inonies paid shall be returned with interest but without deduction by the Vendor to the Purchaser. ,Save as to any valid objection so made by such day and except for any Objection going to tine root of the title, the Purchase shall be conclusively deem ' to have accepted Vendor's title to tine property. 8• The Purchaser shall be credited towards the Purchase Price with the amount if ' any,which it shall be necessary for the Purchaser to pay.to the Minister of National Revenue in order to satisfy the Purchasers liability in respect oftax Payable by tine Vendor under the nott-residericy provisions by reason of this sale.The purchaser shall not claim Such croedit if the Ve the delivers on completion the prescribed certificate or the statutory declaration stating that the Vendor is not then a non-resident of Canada. 3-22-r-',1 FR 05.34 PM "UN. 01ARINGTON P. v• =AX N0. 5 623 2282 v� 4 ' 9• The Vendor shall deliver on completion evidcncc of compliance of the transaction with the Family Law Act, R.S 0. 1990.c.F:?, as amended. t�• It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement of Purchase and Sale or the pro p crt other than the Collateral Agreement and other than as expressed herein in writing. ' 11. if this transaction is subject to Goods and Services Tax(G.S.T.), then such tax shall be paid in addition to the Purchase Price. ' 12. If requested by Purchaser,the Vendor will deliver any sketch or survey of the Property within the Vendor's control to Purchaser as soon as possible and prior to the Requisition Date. If a discharge of any Charge/Mortgage held by a ' corporation incorporated pursuant to the Trust and Loan Companies Act (Canada), Chartered Bank,Trust Company, Credit Union, Caisse PoPuIaire or Insurance Company and which is not to be assumed by the Purchaser on completion, is not available in registrable form on compiction,the Purchaser agrees to accept the Vendor's lawyer's personal undertaking to obtain,out of the closing funds,a discharge in registrable form and to re ' u'easonablc period of time after completion, register same on title within a the Vendor shall provide to the Purchaser a mortgage tStatement prepared by the mortgageC setting out the balance required to obtain the discharge,together with a ' direction executed by the Vendor directing payment to the mortgagee of the amount required to obtain the discharge out of the balance due on compiction. 13• The Property shall he anct remain until completion of this transaction at the risk of the Vendor. ' 14, This Agreement shall be effective to create an interest in the Property only if the Vendor complies with the subdivision control provisions of the Planning Act, R.S.O. 1990, c.P.13, as amended. ' 15. A Transfer/Decd of the Property p rty shall,save for the Land Transfer Tax Affidavit, be prepared in rcgistrable form at the expense of the Vendor. If requested by the Purchaser, the Vcndor covenants that the Transfer/Deed to be delivered on completion shall contain the statements contemplated by Subsection 50 (22)of the Planning Act, ' 16. On the closing of the transaction, the Vendor shall provide to t Purchaser's form of the following documents: he Purchaser,the ' a. Undertaking to Re-adjust b. Section 116 of the Income Tax Act/Family Law Act Affidavit C. Declaration of Possession d. Construction Lien Act Affidavit rIT Any rents, mortgage interest, realty taxes including local improvement rates and unmetered public or private utility charges and unmetered cost of fuel. as applicable. shall be apportioned and allowed to the day of completion of this transaction, including the day of completion itself to be apportioned to the Purchaser. 18. Time shall in all respects be of the essence hereof provided that the time for doing or completing of any matter provided for herein may be extended or abridged by an agreement in writing signed by the Vendor and the Purchaser or by their respective lawyers who may be specifically authorized in that regard. 19. This Agreement of Purchase and Sale shall be read with all changes of gender or number required by the context. ' 20. If any notice or other document is required to be or may be given by either party hereto to the other or by any official of the Municipality to 289143 under this Agreement of Purchase and Sale, such notice shall be transmitted by telefax or mailed by prepaid post or delivered to: 289143: 289143 Ontario Limited 7111 Dufferin Street Thornhill, Ontario LQ 2K2 Phone No.: (905) 669-2210 The Municipality: Fax No.: (905) 669-3768 The Corporation of the Municipality of Clarington ' 40 Temperance Street Bowmanville, Ontario L1C 3A6 Attention: Chief Administrative Officer Phone No.: (905) 623-3379 ' Fax No.: (905) 623-5717 or such other telefax number or address of which either party has notified the other party in writing. Any such notice telefaxed or mailed or delivered shall be ' deemed good and sufficient notice under the terms of this Agreement and if telefaxed or delivered prior to 4:30 p.m. on any business day (excluding Saturdays, Sundays and statutory holidays) shall be deemed to have been received ! at the time of delivery or transmission and if mailed by pre-paid registered mail, shall be deemed to have been received on the third business day(excluding it Saturdays, Sundays and statutory holidays) following the mailing thereof. Notwithstanding the foregoing, in the event that it may be reasonably anticipated that due to Force Majeure any notice will not be received within the time lim t set out above, then such notice shall be sent by an alternate means of transportation SUN-22-0, FRI 05.-,�: PM "UN. CLARINGTON P. W. =aX N0. Z' 5 623 9282 G which is may reasonably be anticipated will cause the notice to be received reasonably expeditiously by the addressee. 21• This Agreement and everything herein contained shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors administrators, successors and permitted assigns, ' 1 IN w1TNEss tiVHEREOIh, the the,Parties hereto have hereunto set their hands and scats Or porate seals by the hands day and year fire above written cor and the parties hereto have hereunto affixed their of their proper officers duly authorized in that behalf. ' THE CORPORATION OF THE MUNICIPAL17,OF CLARTNGTON 1 /✓ John M ton, layor Path 1 cipal Clerk 24,_have IO 1, Yj P a it r poration to bind the 1 Per: 1 1 1 1 i 1 � Y ACKNOWLEDGEMENT AND DIRECTION Page 1 of 1 TO. Neill J. Ka I vin {insert lawyer's name} AND TO: ROBINS, APPLEBY&TAUB 1 {insert Firm name if applicable} I RE: Part of Lot 33 and Part of the Road Allowance between Lots 32 and 33, Concession 1, all designated as Part 2, Plan 40R-18053, Municipality of Clarington (formerly Township of Darlington) Regional Municipality of ' Durham {insert brief description of transaction) ' This will confirm that: • I/we have reviewed the information set out below, and that this information is accurate; ' • You are authorized and directed to register electronically on my behalf the document(s) described in this Acknowledgement and Direction as well as any other document(s) required to complete the transaction described above; • You are authorized and directed to enter into an escrow closing arrangement substantially in the form attached hereto as Schedule"A"and I/we acknowledge that I/we shall be bound by the terms of that Agreement. • The effect of the electronic documents described in this Acknowledgement and Direction has been fully explained to me/us and I/we understand that I/we are parties to and bound by the terms and provisions of these electronic document(s)to the same extent as if I/we had signed these documents; and • I/we are in fact parties named in the electronic documents described in this Acknowledgement and Direction and I/we have not misrepresented our identities to you. DESCRIPTION OF TRANSFER(for the Transferee(s)): ' Properties PIN 26939 - 0011 LT Estate/Qualifier Fee Simple Lt Conversion Qualified 0✓ Redescription Description PT LT 33 CON 1 DARLINGTON; PT RDAL BTN LTS 32&33 CON 1 DARLINGTON PT 2, 40R-18053; S/T INTEREST OF MUNICIPALITY; CLARINGTON ' Address CLARINGTON Transferor(s) Name 289143 ONTARIO LIMITED Transferee(s) Capacity Share Name THE CORPORATION OF THE MUNICIPALITY OF Beneficial Owner CLARINGTON Consideration $ 1,350,000.00 Dated at C1 ari ngton this 4th day of June 2002 THE Per.CORP ON OF UNICIPALITY OF CLARINGTON Witness: (as to all signatures, if applicable) JOh MU On Se n Per. P `tti ie c Municipal Clerk We have authority to bind the Corporatio FIDAVIT OF RESIDENCE AND OF VALUE OF THE CONSIDERATION She matter of the conveyance of: 26939- 0011 PT LT 33 CON 1 DARLINGTON; PT RDAL BTN LTS 32&33 CON 1 DARLINGTON: PT 2 40R-18053; S/T INTEREST OF MUNICIPALITY; CLARINGTON 289143 ONTARIO LIMITED TO: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Beneficial Owner %(all PINs) KE OATH AND SAY THAT: 1. For NEILL J. KALVIN lam (a)A person in trust for whom the land conveyed in the above-described conveyance is being conveyed; (b)A trustee named in the above-described conveyance to whom the land is being conveyed; (c)A transferee named in the above-described conveyance; V'! (d)The authorized agent or solicitor acting in this transaction for THE CORPORATION OF THE MUNICIPALITY _- OF CLARINGTON described in paragraph(s) (c)above. (e)The President, Vice-President, Manager, Secretary, Director, or Treasurer authorized to act for described in paragraph(s)U above. (f)A transferee described in paragraph O and am making this affidavit on my own behalf and on behalf of who is my spouse described in paragraph U and as such, I have personal knowledge of the facts herein deposed to. (g)A transferee described in paragraph O and am making this affidavit on my own behalf and on behalf of who is my same-sex partner described above in paragraph(s) U. (IF CONSIDERATION EXCEEDS$400,000)1 have read and considered the definition of"single family residence"set out in subsection 1(1) of the Act. If apportionment is claimed pursuant to subsection 2(2)of the Act,submission is to be made directly to the Ministry or Finance and the land conveyed in the above-described conveyance: ' L! contains at least one and not more than two single family residences. -J, does not contain a single family residence. contains more than two single family residences The total consideration for this transaction is allocated as follows: (a)Monies paid or to be paid in cash 1,350,000.00 (b)Mortgages (i)assumed (show principal and interest to be credited against purchase price) 0.00 (ii)Given Back to Vendor 0.00 (c) Property transferred in exchange(detail below) 0.00 (d)Securities transferred to the value of(detail below) 0.00 (e)Liens, legacies,annuities and maintenance charges to which transfer is subject 0.00 (f)Other valuable consideration subject to land transfer tax(detail below) 0.00 (g)Value of land, building,fixtures and goodwill subject to land transfer tax(total of(a)to(f)) 1,350,000.00 (h)VALUE OF ALL CHATTELS-items of tangible personal property 0.00 (i)Other considerations for transaction not included in (g)or(h)above 0.00 0)Total consideration 1,350,000.00 PROPERTY Information Record 1 A. Nature of Instrument: Transfer LRO 40 Registration No. Date: B. Property(s): PIN 26939-0011 Address CLARINGTON Assessment 1817010-07002520 ' Roll No C.Address for Service: 40 Temperance Street Bowmanville,Ontario L1 C 3A6 D. (i) Last Conveyance(s): PIN 26939 -0011 Registration No. (ii) Legal Description for Property Conveyed : Same as in last conveyance? Yes,' ;, No i- V] Not known E.Transferee(s)'s Solicitor: Audrey Wanda Weaver 2500-130 Adelaide Toronto M5V 2M2 Jun A 2002 9:34 P. 03 JUN 04 2002 09!42 PR ROBINS APPLEBY TAUB 416 968 0306 TO 616U0100463=SW7 P.05/26 t �IT�llu2"Z PETn% Fex;905?316986 Tun 3 2002 14:31 P.03 fyt3�VMEMTS�Ai f�Qlll-d6`R � "EM M'. ' ROBINS.AWAR1/Z TAUR thereinafter inferred to as the 'Purchooers Solidtor ) ACID. uT'owlrg WME &SKAW (htreinettee mWrsd to ao the `VthW$Selidtor') RE.- TfIE COPPOMMM OPTW MUNWFAL11Y Of CLAIMNGTON tthe-Purthwje)purehus from M143 OMTAM0 LIM11TED, {the "VwWor') of Part Lot 33, Cmtibewwia.. 1 long ftt 2,Plan 408,18053,lillhu • • of Clarin9U r(the"Proven )pursuant to an Agresrrnrnt of PuMhas and Sale dated June 25, 1001 , as amended from tfta to time, it applicable tthe 'PuroWs Agseement03, scheduled to be aomaleted on June 7. 2002 tthe 'Cloning nats-) FOR OWD AND VALUABLE COMSWUMN tthe.receipt and sufficioney of whieh is hereby eYpneasry aeirnowledged), tilt psrlies hafem hereby undertake end spree as follows; Welding 1. TM*Vonder's 6obcaor and the Purchaser's Sollettor shall hold all funds Deliveries and eloorng documentation owhenlled between them hhe mWubft Dtlhrarirto In e=ow in escrow, and &hsl4► not ralawe or othsrWist deal with 411" OxCdpt i11 acoordanoe TIM the ttm$of this Agreement. Born Ine Vendor-2 GOl ckor aM the PurchaWs Sofic!W have been autherited by their mepeetwe 010ft l W eMCr into this agreement. Advising of 2. Esch of the parties h*M6 111hall MOVI l tht other is soon as reasonably Concerns wM pom ble following their resfleecttl+c receipt of the liopultite Deliveeries fay Deln►erl" applicable)of any defeetfsl with respoet tv ssme. Selecting 3. The Purchoser s Svikh*r MIN be responsible for the rogimatkm of the Solicitor EteeftniG DOMMO ss (s: hsniinefter deflnedl unites the boat set out below Rkipanaibie for indi=dng dut the Vendor's Solicitor w4i be rt*Orsibie for ouch registration has Registration been ched oa.leer the purposes of this AGre+efisnt,the sbliaiter resPonslble for such registr"on shall be roterred to es the-10k4 tiring Solicitor-and the other sc$cltor shall be referred to as the 'Non-ft9isterinB 8®bpWm; Venderc sotlat4r vkill be registering%he Electronic 11 Doeutmonts rtleepaftbility of 4. The N6041400MA9 891iaitor shell, Yvon hWhor rI elpt and approvsl of Nora- a istering the%quis4ta Dslivgd"tea appl"rcablal,tWevonloasy ralsaae far Martian tflti 3ofiaitor ®eeerenie Deww""4rld Mall tl*rewftu be Mdtled w reieon us Requisite Cle"v&%*from escrow forthwhh followtn$the earlier of: a) the reoolpt from the Ftr"l 110th Sofioltor of na ae of the tEgistrItion psrtitulus of the Ele trenie odaimsm;of b) the closing time specified in the Puretraae AWNhlMl! uAlgil e xWW'r:tienQ has beetl Inserted ast follewa E L�` .e„M./p.m.on the Cl"na Date) fthe -Release DpWIina-). mom We%"" Ina r"WCe Lndel peregraPh 0 below has not been reteNed. If The Purthase Agreement does not specify a crosing time Deadline has oat been apecif)caDy inserted the 401ea� Deadline M0 bt l6.bp ' p.m. on the Closing Date. 83 '02 15;32 JUN 04 '02 10:3? PAGE.03 Jun 4 2002 9:36 P. 04 ' JUN 04 2002 09.44 FR R OPING APPLEBY TAUB 416 869 0306 TO 6164010346309057 P-06/2G L!IUWI'6 rc I iLz- r•:n•�•,• •• •••• ' Rip rWbility of 5- The ReVstWing Sdiditor shall, wWiect to oatagtiph 6 bNpw, as the pegictering Clasine DOE.following hillher ree¢ipt and'approval of the RequWas Depwks $elicitor (as applicdblel, registy the documents listed in SOMidul• 'A" emn0 d hereto f resrred t0 in*;&s9rWWM st""Pleettet Docuenents'1 in the stated order of prior4=y th"n sat a+t,se soon se MMMA601Y possible once same halve been mumme+d tar rep"tstratlon by the Non- Amilaterino SAlidter, and immedistaly thereafter a Vs ft Vho Non-Registering Solicitor of tho ropiwayion pertieUtIM thereof by telephone ortoWax(or other Method K igm4d Slt'hwaaft the 04MMi, i whcreUVVn tl4a Non-Rlegastet'ing Solicitor and the Ftttt}istwing Sachar shall be enthied to forthwith r,elewe rho Raqulalta 04aver4e train aterew, Returning e. Any of the parties herstro may, prior to the fleleass Oesdone,noft the Deliveries where other party that h*Jahe does not with to praeeed with tho registtatlonl of the Non-registration Electronic Documents, and provided thot such notice so rooaved by the ' p4gi$*ring $00wr before the registration of the diectrenle Doeuntenrs, then each of the parties hereto shall forthwith return to the other party thew respective Regoishie Dfflve►les. Counterparts 7. Tots agreement miry be signed in eountwparts,and chap be read with all &Cvtidte changes of gender and/or number w may be required by the COMM, ' purchase 8, Nothing ermteined in this agreement shall be read of eaftmad u Agreement dter4no the remactibe riphas&Ad ebf;gadons of the Purchaser and ft Vendor as prevails it more particularly set out in the Purchase Agreement and In the event of any Cdoil%Ct Of e4Mliet or ir5t anoy between the previsions of this agreement and the Inconsistency Purchase Agreement,then the lane shall prevaii. Towfuing 9. Tests Sgfmitr4rit (ot any aeunterpart herealq, end any of the cbsing Deliveries doeumw o harslnbefore contemplated. rnaY be exchanged by taiefax or sirtiller &Providing systeet mWedudnp the 41`191"1, provided%" all such 4ecuMMleM have bnn Orlginals it properly exacuied by the appropdate parties. The Warty transmitting any such Fl6qupatad document(s) shell also provide the original executed vwsionts) of sawin to the reeapient within 2 business days after the Closing Date,unless the rsdphnt has indicated fiat he/she does not require such otigind copiea. ' Dated th*Sth dsv June, 2002 Dated this day of June, 2002 Nam&'F,rm Name or Verdws Solicitor Name/Arrn Nsme of pusrehaest'a ' Solicitor lbv*lwx Peak i OWN Aaibirw,Aplplsbr A?sub 100 al&"set,sine,coo 190 AUWM Sb d Walt.&Ate j500 R➢ 1i1l, tJettstis IA81.l3 7eronlo,OntMW MM 2M2 e at Person ftnbV Name of Pe Neill a i (SioM1'6V08jajhtLSMCRA0' !{tote;• Th& at the OOLMA!fiWieasmn Agf"ment woo 06 Anitnee On Sec&vnre Registfartan at r1fAe Oaftw4wra on Ada tpi 28, 2ovr. SCMUU W rTransfer/Deed of Land: ' For the WNW of this Agr"mai tt,u»term'rooi4trotion'81140 rh*n tho iNtian of ' numberls)in re�speet of thie wootronie Doeunranb try tt1ft apProdrlate t_en+� ticpytni TUN BSL4 92 15133 JUN 04 '02 10:39 PAGE.04 ' LRO#40 Transfer Receipted as DR81970 on 2002 06 07 at 11:04 The applicant(s)hereby applies to.the Land Registrar. yyyy mm dd Page 1 of 1 Properties ' PIN 26939- 0011 LT Estate/Qualifier Fee Simple Lt Conversion Qualified Split Description PT LT 33 CON 1 DARLINGTON; PT RDAL BTN LTS 32&33 CON 1 DARLINGTON; PT 2 40R-18053; SR INTEREST OF MUNICIPALITY; CLARINGTON ' Address CLARINGTON ' Consideration Consideration $ 1,350,000.00 ' Transferor(s) The transferor(s)hereby transfers the land to the transferee(s). ' Name 289143 ONTARIO LIMITED Address for Service 7111 Dufferin Street ' Thornhill, Ontario L4J 2K2 I,MICHAEL FREEDMAN, have the authority to bind the corporation. ' This document is not authorized under Power of Attorney by this party. Transferee(s) Capacity Share ' Name THE CORPORATION OF THE MUNICIPALITY OF Beneficial Owner CLARINGTON Address for Service 40 Temperance Street Bowmanville, Ontario L1 C 3A6 ' Signed By Sharon Elizabeth Matteer 100 Mural Street#200 acting for Transferor(s) Signed 2002 06 07 Richmond Hill 1-46 1J3 ' Tel 9057316622 Fax 9057316986 ' Audrey Wanda Weaver 2500-130 Adelaide acting for Transferee(s) Signed 2002 06 03 Toronto M5V 2M2 Tel 416-868-1080 ' Fax 4168680306 Submitted By ' ROBINS,APPLEBY&TAUB 2500-130 Adelaide 2002 06 07 Toronto M5V 2M2 Tel 416-868-1080 ' Fax 4168680306 ' Fees/Taxes/Payment Statutory Registration Fee $60.00 Land Transfer Tax $18,725.00 Total Paid $18,785.00 ,JkFFIDAVIT OF RESIDENCE AND OF VALUE OF THE CONSIDERATION n the matter of the conveyance of: 26939-0011 PT LT 33 CON 1 DARLINGTON; PT RDAL BTN LTS 32&33 CON 1 DARLINGTON; PT 2 40R-18053; S/T INTEREST OF MUNICIPALITY; CLARINGTON Y: 289143 ONTARIO LIMITED TO: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Beneficial Owner %(all PINs) AKE OATH AND SAY THAT: 1. For NEILL J. KALVIN lam E] WA person in trust for whom the land conveyed in the above-described conveyance is being conveyed; ❑ (b)A trustee named in the above-described conveyance to whom the land is being conveyed; ' F] (c)A transferee named in the above-described conveyance; (d)The authorized agent or solicitor acting in this transaction for THE CORPORATION OF THE MUNICIPALITY ' OF CLARINGTON described in paragraph(s)(c)above. ❑ (e)The President,Vice-President, Manager,Secretary, Director,or Treasurer authorized to act for described in paragraph(s)U above. (f)A transferee described in paragraph()and am making this affidavit on my own behalf and on behalf of ' who is my spouse described in paragraph U and as such, I have personal knowledge of the facts herein deposed to. F1 (g)A transferee described in paragraph ()and am making this affidavit on my own behalf and on behalf of who is my same-sex partner described above in paragraph(s) U. (IF CONSIDERATION EXCEEDS$400,000) 1 have read and considered the definition of"single family residence"set out in subsection 1(1) of the Act. If apportionment is claimed pursuant to subsection 2(2)of the Act,submission is to be made directly to the Ministry or Finance and the land conveyed in the above-described conveyance: ' contains at least one and not more than two single family residences. does not contain a single family residence. contains more than two single family residences The total consideration for this transaction is allocated as follows: (a)Monies paid or to be paid in cash 1,350,000.00 ' (b)Mortgages (i)assumed (show principal and interest to be credited against purchase price) 0.00 (ii)Given Back to Vendor 0.00 (c)Property transferred in exchange(detail below) 0.00 (d)Securities transferred to the value of(detail below) 0.00 (e)Liens,legacies,annuities and maintenance charges to which transfer is subject 0.00 (f)Other valuable consideration subject to land transfer tax(detail below) 0.00 ' (g)Value of land, building,fixtures and goodwill subject to land transfer tax(total of(a)to(f)) 1,350,000.00 (h)VALUE OF ALL CHATTELS-items of tangible personal property 0.00 (i)Other considerations for transaction not included in(g)or(h)above 0.00 (j)Total consideration 1,350,000.00 PROPERTY Information Record ' A. Nature of Instrument: Transfer LRO 40 Registration No. DR81970 Date: 2002/06/07 B. Property(s): PIN 26939-0011 Address CLARINGTON Assessment 1817010-07002520 Roll No C.Address for Service: 40 Temperance Street Bowmanville, Ontario L1 C 3A6 D. (i)Last Conveyance(s): PIN 26939 -0011 Registration No. N67888 (ii)Legal Description for Property Conveyed: Same as in last conveyance? Yes❑ No 0 Not known E ' E.Transferee(s)'s Solicitor: Audrey Wanda Weaver 2500-130 Adelaide Toronto M5V 2M2 ' STA TEMENT OF ADJUSTMENTS Adjusted as of June 7, 2002 RE: 289143 ONTARIO LIMITED sale to ' THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Part Lot 33, Concession 1 being Part 2 Plan 40R-18053 Municipality of Clarington ' CREDIT CREDIT PURCHASER VENDOR ' SALE PR/CE $1 ,350,000.00 DEPOSIT $ 20,000.00 ' REALTY TAXES To be readjusted upon separate assessment BALANCE DUE ON CLOSING 1,330,000.00 (payable in accordance with direction) —7f $1,350,000.00 1 $1 ,350,000.00 ' E. & O. E. sm June 3, 2002 s r DIRECTION TO: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON ' AND TO: ROBINS, APPLEBY & TAUB, its solicitors herein ' RE: 289143 ONTARIO LIMITED sale to THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Part Lot 33, Concession 1 being Part 2 Plan 40R-18053 ' Municipality of Clarington YOU ARE HEREBY AUTHORIZED AND DIRECTED to make the proceeds of the above transaction payable to LITOWITZ PETTLE & SHAIN, In Trust, or to whomsoever in writing they may direct, and this shall be your good and sufficient authority for so ' doing. DATED at Vaughan this 5th T" day of June, 2002. 289143 ONTARIO LIMITED Per: Michael Freedman, A.S.O. II have authority to bind the Corporation 1 ' DIRECTION TO: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON ' AND TO: ROBINS, APPLEBY & TAUB, its solicitors herein RE: 289143 ONTARIO LIMITED sale to THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Part Lot 33, Concession 1 being Part 2 Plan 40R-18053 ' Municipality of Clarington 1 YOU ARE HEREBY further authorized and directed to make the proceeds of the above ' transaction payable as follows: Litowitz Pettle & Shain, in trust $ 1 ,819.00 ' Treasurer, Municipality of Clarington 2,950.72 289143 Ontario Limited 1 ,325,230.28 1 $1 ,330,000.00 DATED at Richmond Hill this 4th day of June, 2002. ' LITOW PETTLE & SHAIN Per: �� JUN-04-02 TUE 12:33 PM MUN OF GLARINGTON FAX NO, 9056234169 P, 02/Q2 ' (Leading i TIFICATE OF TREASURER #6192 MUNICIPAL ACT, R.S.O. 1980,C.302,SS 408(3)AS AMENDED REQUESTED BY: ASSESSED OWNER: ' ROBINS APPLEBY&TAUB 289143 ONTARIO I L MITED BARRISTERS&SOLICITOR 7115 DUFFERIN ST 130 ADELAIDE ST W,STE 2500 THORNHILL ON ' TORONTO ONT LQ 2K2 M4\5H 2M2 REF: CLARINGTON PURCHAS 'ROLL# 18-17-010-070-02540-0000 OUTSTANDING AMOUNTS: PROPERTY DESC.: CON 1 PT LOT 33 YEAR PRINCIPAL INTEREST OTHER TOTAL AND PT ROAD ALLOWANCE 2002 889.18 33.34 .00 . 922.52 ' BETWEEN LOT 32,53 2061 1,778.35 249.85 .00 2,028.20 NOW RP 10R358 PART 4,5 2000 100 .00 .00 42.59AC PRIOR .00 00 .00 .00 100 ' __ .._ . ._._.........___..._.............---.--_..�-__...___ AMOUNT OUTSTANDING => 2002 TAXES: 889-18 LOC.IMP.: .00 2,950.72 2001 TAXES: 1,778.35 FUTURE INSTALLMENTS _-> .00 POST-DATED PAYMENTS => 00 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON I hereby certify that the above statement shows all arrears of taxes against the above lands. Regular tax installment due dates are INTERIM FEB 28,2002 AND APRIL 25,2002 FINAL TENTATIVELY JULY 2002 AND SEPT 2002 ' "NOTE: Interest has been calculated to the end of the month in which this certificate is issued. If payment Is not made before the end of the month,further interest will be added At-the rate of 1.25% per month. r I FEE: $ 60.00 Maureen Wiles-Frost Tax Collector ' CORPORATION OF THE MONICIPALt.TY OF C L A R GTON 40 TEMPERANCE STREET, BOWMANVILLE, ONTARIO L1C 3A6 T (905) 623-3379 ' JUN 04 102 12:11 9056234169 PAGE.02 1 1 1 i 1 r ura ir:ah t4 of Claringt.or, ill `;t f..il: Mte, lax Department PIN It 2002 114.3 tjf, 4110 LIMED i 1 45 0 2 Total. Paid r ,451 (aof,,mellt n (=h+:-'4 fJ"+3fsJ Robirr:j Appj�Llj Cf 73 1 I irr, of Mun (.arirojtorl P/C 1 ilnta 1:1 in tull HANK, YOU 1 f 1 1 1 ot"Y'r„o �� Document General Do Process Software Ltd. (416)3=-61 11 D Ontario Form 4—Land Registration Reform Act 7105 (1)Registry X❑ Land Titles ❑ (2) Page 1 of �� pag (3)Property Block Property Identifler(s) Additional: ❑ See Schedule (4)Nature of Document OPTION AGREEMENT r CI C (5)Consideration TWO Dollars$ 2,00 N 1 I i (9)Description Part of Lot 33 and Part of the Road Allowance between Lots 32 and 33, r� ; Concession 1, Geographic Township of Darlington, Municipality of Caarington,Regional Municipality of Durham is o ,esignated as Part 2 on Plan 4OR-18053 L4 co W all V � New Property identifiem Additional: Scchhedule ❑ Executions (7) This (a)Redescription (b)Schedule for. Additional: Document New Easement i Additional See Contains: Schedule ❑ Plan/Sketch ❑ Description ❑ Parties ❑ Other 0 (8)This Document provides as follows: See Option Agreement attached. Continued on Schedule ❑ (9)This Document relates to instrument number(s) (10)Party(ies) (Set out Status or Interest) Name(s) Signature(s) Date of Signature Y M , D 'THE.COU RATI-ON-01 .: HE MUNICIPALITY-------------- ---- . 19Q8 .--.�- , OF CLARINGTON by its solicitor Nicholas T. Maros ..............................................•----......-----------------------..........................._..-•--- ................................................................................................................. (11) Address for service 40 Temperance Street, Bowmanville, Ontario, L I C 2A6 (12)Party(ies) (Set out Status or Interest) Name(s) Signature(s) Date of Signature Y M D ....................•........------...............------------•-•---•--................---•----•--...........--.... ...........................................................--------------------- --------------- ------- ............................•---•----------°-•-----------•----........•-•-...........•-°.....•--•------------•-•. ----•----•------••--•------•--•....•••••-••-•••-°......•--•-------------•-•--•--t-------------------------------- .............................•.......-----••--•••--......---•------•----........••--•-°-•---------•------•--••---- •••------•---------•---•-----••---•-•.........-------•-------•-•-----•------•----.L---•------••-•-'••-•— (13) Address for Service r)Municipal Address of Property (15)Document Prepared by: J Fees and T Nicholas T. Macos Registration Fee Barrister& Solicitor 130 Adelaide Street West �_ Suite 2500 LL U. Toronto, Ontario O M5H 2M2 Total Document prepared uelng The Conveyancer OPTION AGREEMENT ' THIS AGREEMENT made as of the 31 st day of March, 1998. ' BETWEEN: ' THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON (hereinafter called the "Purchaser") OF THE FIRST PART ' - and 289143 ONTARIO LIMITED (hereinafter called "Vendor") iOF THE SECOND PART NOW THEREFORE WITNESSETH THAT in consideration of the premises and the covenants hereinafter expressed,and the sum of two($2.00)dollars of lawful money of Canada, ' now paid by each Party to the other(the receipt whereof by each Party is hereby acknowledged), the Parties hereto covenant and agree to and with each other as follows: 1. SECTION 1 - DEFINITIONS AND SCHEDULES 1.01 Definitions In this Agreement the following terms shall have the following meanings unless the context shall otherwise require: ' "Agreement" or "this Agreement" means this Option Agreement and the agreement of purchase and sale arising from the exercise of the Option by the Purchaser; ' "Authority" means any g overnmental agency, board, branch, bureau, department or other government authority whether federal,provincial,regional or municipal having or claiming jurisdiction over the Property or any part thereof; "Business Day" means any day of the week, excluding Saturday, Sunday and federal and ' provincial statutory holidays, on which the Land Registry Office is open; ' Option Agreement Page "Closing" or "Closing Date" means a Business Day designated by the Purchaser as the ' Closing Date in the written notice given to the Vendor exercising the Option unless the parties otherwise agree in writing, such date shall be a date no later than 90 Business Days ' and no less than 50 Business Days from the date that the Purchaser exercises the option; ' "FMV" means the fair market value of the Property determined as of the Valuation Date; ' "Land Registry Office" means the Land Registry Office for Durham(No. 40) ' "Municipal Act" means the Municipal Act, R.S.O. 1990 c.M.45 as amended or replaced from time to time. "Municipal Arbitration Act" means the Municipal Arbitration Act, R.S.O. 1990 c.M.48 ' as amended or replaced from time to time. 1 "Official Arbitrator" has the meaning assigned to it by the Municipal Arbitration Act. "Option" means the option to purchase the Property anted b the Vendor to the Purchaser P P P Pe �' Y ' pursuant to Section 2; ' "Option Period" means the period of time for the exercise of the Option provided for in Section 2.02; "Person" includes any individual, partnership, trustee, trust, unincorporated association, corporation, firm, body corporate,joint venture association or syndicate; "Planning Act" means the Planning Act,R.S.O. 1990 c.P.13 as amended or replaced from ' time to time. ' "Property" means the lands and premises more particularly described in Schedule "A-I" hereto. "Purchase Price" means the purchase price to be paid to the Vendor pursuant to Section 3. .� "Regional Official Plan Amendment" has the meaning assigned to it in Section 2.02 of =' this Agreement. 1 Option Agreement Page ' "Valuation Date" means the day on which notice of the exercise of the Option is received ' by the Vendor. ' "Vendor's Land" means the land and premises described in Schedule "A" to this Agreement. 1.02 Schedules ' The schedules to this Agreement are as follows and form part of this Agreement as if the information contained therein was contained in the body of this Agreement: Schedule "A" - "Vendor's Land" ' Schedule "A-I" - "Property" Schedule "B" - "Regional Official Plan Amendment" ' Schedule "C" - "Provisions of Clarington Official Plan Applicable to " Vendor's Land" Schedule D - r'Permitted Encumbrances" 2. SECTION 2 -THE OPTION 2.01 Grant of Option ' Conditional on the "Regional Official Plan Amendment" (as hereafter defined) and the provisions of the Purchaser's Proposed Official Plan which conform with the Regional Official Plan Amendment coming into force under the Planning Act, the Vendor hereby grants to the Purchaser the sole and exclusive option (the "Option"), irrevocable within the Option Period, to purchase the Property for the Purchase Price. ' 2.02 Option Period ' The Option shall be open for exercise by the Purchaser for a period of fifteen (15) years following the later of(1)the day on which an amendment to the Official Plan of the Regional Municipality of Durham substantially with the content of proposed Amendment No. 18 of the aforesaid Official Plan(the Regional Official Plan Amendment ) (a copy of which is contained in Schedule"B"hereto), and(2)the day on which the provisions of the Purchaser's proposed Official Plan applicable to the Vendor's Land (a copy of which provisions is contained in Schedule "C" ' hereto) and which conform with the Regional Official Plan Amendment, comes into force. s'` 1 Option Agreement Page g 1 The Option shall be exercised b the delivery b th Y ry y e Purchaser to the Vendor of a 1 written notice exercising the Option within the time limited in this Section for the exercise of the Option. 1 - - 2.03 Exercise of Option 1 If the Purchaser shall exercise the Option, this Agreement and the written notice evidencing the exercise of the Option shall become a binding agreement of purchase and sale 1 between the Parties and the same shall be completed upon the terms set out in this Agreement. 1 2.04 No Exercise of Option If the Purchaser shall fail to exercise or refrain from exercising the Option within the Option Period, this Agreement shall be null and void and no longer binding upon the parties. If this ' Agreement or a Notice thereof is requested on title, and the Purchaser fails to or refrains from exercising the Option within the Option Period,the Purchaser will execute a document prepared by 1 the Vendor at the Vendor's expense to remove the Agreement or Notice thereof from title. ' 3. SECTION 3 -PURCHASE OF PROPERTY 1 3.01 Purchase Price If the Purchaser exercises the Option,the Purchaser agrees to purchase the Property ' and the Vendor agrees to sell the Property for a Purchase Price of an amount agreed to by the parties within ten (10) Business Days of the Valuation Date or as determined by the procedure set out in 1 Section 9. The Purchaser shall pay the balance of the Purchase Price to the Vendor on Closing subject to the adjustments provided for in Article 8. 1 1 4. SECTION 4- PURCHASER'S ACCESS 1 4.01 Purchaser's Access to Prope[U The Vendor agrees to allow the Purchaser and the Purchaser's authorized 1 representative access to the Property from time to time during the Option Period upon reasonable prior written notice to the Vendor and hereby authorizes the Purchaser to carry out, at the Purchaser's 1 expense,such reasonable tests and inspections as the Purchaser or its authorized representatives may deem reasonably necessary provided that (i) such inspections shall not unduly interfere with the 1 Vendor and(ii) the Purchaser shall promptly repair any resulting property damage. The.Purchaser agrees to promptly advise the Vendor of the results of any such tests and inspections. i 1 ' Option Agreement Page Q ' 5. SECTION 5 - COVENANTS.-W D REPRE 4FNTATIONS 5.01 Vendors Covenants ' The Vendor covenants,represents and warrants with the Purchaser that: 1 (a) The Vendor is the registered and beneficial owner of the Property. ' (b) if the Purchaser shall exercise the Option the Vendor shall pay and discharge, either before or on Closing, all liens, charges, special levies, local improvements or other ' encumbrances or restrictions or easements whatsoever affecting the Property with the exception of the Permitted Encumbrances set out in Schedule "D" hereto; (c) the Vendor is not a non-resident of Canada within the meaning and intended purpose of Section 116 of the Income Tax Act(Canada); (d) the Vendor is not aware of any adverse soil conditions with respect to the Property ' and, without limitation, the Vendor is not aware that (i) any underground storage tanks are located on the Property, and(ii) the Property has ever been used as a land ' fill site or to store, either above or below ground, toxic wastes, gasoline, oil or hazardous substances or other contaminants (as the term is defined in the Environmental Protection Act, R.S.O. 1990 c.E.19). For the purposes of this subparagraph, a "hazardous substance" includes, but is not limited to, any ' contaminants, pollutants, dangerous substances, liquid wastes, industrial wastes, hauled liquid wastes, toxic substances, hazardous wastes, hazardous materials, or ' hazardous substances as defined in or pursuant to any statute or law or any regulation promulgated thereunder or pursuant to an applicable order, decision or the like rendered by any Authority; and ' e P rior to Closing the Vendor shall cause to be deposited a refere nc e plan of survey Iin the Land Registry Office delineating the Property. 6. SECTION 6 - CLOSING AND CLOSING DOCUMENTS ' 6.01 Closing This transaction of purchase and sale shall be completed on the Closing Date at 10:00 ','= a.m. at the Land Registry Office or at such other time and place as may be agreed upon in writing ' Option Agreement Page by the Parties or their respective solicitors. On Closing, the Vendor shall deliver vacant P ossession of the Property. ' 6.02 Registration Costs The cost of registering the conveyance of title to the Property shall be at the Purchaser's expense. Each party shall pay the fees of its own solicitor. ' 6.03 Closing Documents If the Purchaser shall exercise the Option the Vendor agrees to deliver the following ' documents and assurances to the Purchaser on or before Closing: ' (a) a registrable conveyance of the Property and the Vendor covenants and agrees that such conveyance shall contain the statements contemplated by paragraph 50(22)(b) of the Planning Act, R.S.O. c.P.13, as amended. (b) a Statutory Declaration of a senior officer of the Vendor having personal knowledge ' of the facts declared wherein he declares(i)as to the Vendor's possession and use of the Property to Closing,(ii)that to the best of his knowledge and belief the Vendor's representations,warranties, covenants and agreements contained in this Agreement are true and effective at Closing save as disclosed in writing by the Vendor to the Purchaser prior to the exercise of the Option, and (iii) such further matters as the Purchaser shall reasonably require including a declaration that the Vendor is not a non-resident of Canada within the meaning and intended purpose of Section 116 of the Income Tax Act,(Canada). If,however,the Vendor's warranty and representation in section 5.01(c)cannot be rendered current to Closing,the Vendor shall deliver a ' Certificate of Compliance to the Purchaser in the amount of the Purchase Price issued by the Department of National Revenue, Taxation, pursuant to Section 116 of the ' Income Tax Act(Canada); 1 (c) a Certificate of the Vendor that, save as disclosed in writing by the Vendor to the Purchaser prior to the exercise of the Option, (i) the warranties and representations of the Vendor contained in Section 5 are true and effective as if made at Closing, (ii) it acknowledges that the Purchaser relied upon such warranties and representations ' (except to the extent that the information contained therein changed and was reported �R to the Purchaser by the Vendor prior to the exercise of the Option) in completing this transaction, and (iii) such warranties and representations as so changed shall not merge on but shall survive the Closing; Option Agreement Page 1 (d) a Statement of Adjustment in duplicate prepared in accordance with Section 8• and ' e such further documents certificates rtificates and other information as may be reasonably required by the Purchaser or the Purchaser's solicitors,or as may be required under the laws of the Province of Ontario. 7. SECTION 7-TITLE 7.01 Title Examination Period The Purchaser is to be allowed until thirty (30) days prior to Closing in which to examine the Vendor's title to the Property at its own expense and if within that time any valid objection to title is made in writing to the Vendor which the Vendor shall be unable to remove, remedy or satisfy and which the Purchaser will not waive, this Agreement, notwithstanding any intermediate acts or negotiations with respect to such objections, shall be null and void and neither party shall have any further rights or obligations hereunder. 7.02 Good and Marketable Title On Closing the Vendor's title to the Property shall be a good and marketable title in fee simple free from all liens, charges, local rates, agreements, easements, rights-of-way, encumbrances,encroachments,restrictions and interests whatsoever except Permitted Encumbrances 1 set out in Schedule "D" hereto. Save as to any valid objection so made within the time limited by paragraph 7.01 for making valid objections to title,except for any objection going to the root of the title the Purchaser shall be exclusively deemed to have accepted the title of the Vendor to the Property. The Purchaser shall not call for the production of any title deed, abstract of title or other ' evidence of title other than such as may be in the Vendor's possession or under its control. 7.03 Compliance with Planning Act Provided that this Agreement shall be effective to create an interest in the Property only if the subdivision control provisions of the Planning Act are complied with by the Vendor on ' or before Closing and, if the Purchaser shall exercise the Option the Vendor hereby covenants to proceed diligently,at its expense,to obtain any necessary consent on or before Closing. If requested by the Purchaser, the Vendor covenants and agrees that the Transfer/Deed of Land delivered on Closing shall contain the statements contemplated by the Section 50(22) of the Planning Act. r 9 � Option Agreement page ' 8. SECTION 8 -ADJUSTMENTS r 8.01 Adjustments rRealty taxes, including local improvement rates shall be adjusted as of Closing. ' 9. SECTION 9- DETERMINATION OF FAIR MARKET VALUE ' 9.01 If within 10 Business Days of the Valuation Date the Vendor and the Purchaser cannot agree on FMV, then r (a) if an Official Arbitrator has been appointed for the Purchaser and the provisions of the Municipal Arbitration Act apply to determine all questions arising under this Agreement then FMV shall be determined in accordance with the requirements and rprocedures of that Act, or b if an Official Arbitrator has not been appointed ppointed for the Purchaser and the Municipal ' Arbitrations Act does not apply to determine questions arising under this Agreement then FMV shall be determined in accordance with the requirements and procedures ' set out in the Municipal Act, or r (c) if an Official Arbitrator has not been appointed for the Municipality and neither the Municipal Arbitrations Act nor the Municipal Act applies to determine questions ' arising under this Agreement,then FMV shall be determined in accordance with the provisions of Sections 9.02 to 9.05 inclusive. r 9.02 Appointment of Each Partv's Appraiser and the Third Appraiser rThe Purchaser shall retain forthwith an independent appraiser and shall give notice rto the Vendor of the independent appraiser so retained. ' Within fifteen (15) Business Days of receipt of notice from the Purchaser that the Purchaser has retained an independent appraiser, the Vendor may elect to retain an independent appraiser by giving written notice to the Purchaser of the independent appraiser it has retained. rIf the Vendor elects to retain an independent appraiser, the independent appraisers designated by the Purchaser and Vendor shall jointly appoint a third independent arbitrator/appraiser within the next following 5 Business Day period(the "Third Appraiser"). The appraisal, or,true copies thereof,of each Party's independent appraiser shall be completed and delivered to both Parties 1 r 1 AD ' Option Agreement Page 0 1 and the Third Appraiser within the 40 Business Day period following the Valuation Date (the ' "Appraisal Period"). ' If the Vendor shall fail or refrain from appointing an independent appraiser and giving written notice identifying the appointee to the Purchaser within the time required, then the 1 independent appraiser retained by the Purchaser shall be empowered to determine exclusively the FMV and his determination thereof shall be final and binding on the Vendor and the Purchaser and 1 there shall be no appeal therefrom or review thereof. ' If each Party retains its independent appraiser within the time required and gives notice to the other Party within such time identifying his appointee, and the two independent 1 appraisers as so retained cannot agree on the choice of the Third Appraiser within the 5 Business 1 Day period next following the Vendor's appointment of its independent appraiser, then the Third Appraiser shall be selected and appointed by a Judge of the Ontario Court(General Division) from a panel of four nominees,two of whom shall be named by the Purchaser,and two of whom shall be 1 named by the Vendor at the end of the 5 Business Day period. Either Party may serve the other with Y 1 a written list of their two nominees on or before the end of the 5 Business Day period,together with their curriculum vitae whereupon the other Party shall reply by serving a written list of its two 1 nominees together with their curriculum vitae within 5 Business Days thereafter. ' The Party first serving the list of nominees on the other shall be entitled to make the application to a Judge of the Ontario Court (General Division), and shall submit a single list of names of the nominees in alphabetical order together with their curriculum vitae without disclosing by which Party they are nominated. If the Party required to reply within such 5 Business Day period 1 as aforesaid fails to do so, the Party who served its list of nominees shall be entitled to make the 1 application to a Judge of the Ontario Court(General Division), submitting only one of its nominees. At any hearing to determine the Third Appraiser, each Party shall be represented by only one ' solicitor or counsel. The Judge's appointment of the Third Appraiser shall be final and binding on the Vendor and Purchaser and there shall be no appeal therefrom or review thereof. The Judge shall 1 also have the authority to assess the costs of the appointment of the Third Appraiser against either the Purchaser or the Vendor, but each Party shall otherwise bear its own counsel fees. 9.03 Requirements of Appraiser and AF raisers Each Party's independent appraiser, in its appraisal, shall confirm its instructions to determine the FMV based upon the standard appraisal methodology then current, of the Appraisal Institute of Canada for similar properties in the Province of Ontario. 1 Option Agreement Page Each Party's independent appraiser shall have at least 10 years experience in valuing ' real property in the Province of Ontario,and be a member in good standing of the Appraisal Institute of Canada. The Third Appraiser shall satisfy the same qualifications. 9.04 Determination of FMV ' If the FMV as determined by a Party's independent appraiser is within 5 percent of the FMV as determined by the other Party's independent appraiser then, for the purpose of Section ' 3.01,the FMV shall be the average of the appraisals of the FMV,which averaged valuation shall be final and binding upon the Vendor and the Purchaser and there shall be no appeal therefrom or review thereof. If, however, each Party's independent appraiser's determination of the FMV is not within 5 percent of the other then, subject to a 5 Business Day period following the Appraisal Period in which the Vendor and Purchaser agree to act in good faith to attempt to negotiate the FMV, the ' Third Appraiser is hereby empowered to review the independent appraisals,and to consult with each Party's independent appraiser, and on the basis of such review and consultation to designate FMV ' within the 10 Business Day period next following the expiry of the Appraisal Period. The Third Appraiser's designation of the FMV shall be final and binding on the Vendor and Purchaser and there shall be no appeal therefrom or review thereof. The FMV designated by the Third Appraiser must fall within the high and low limits of the FMV as determined by each Party's independent appraiser. ' 9.05 Cost of Appraisal The Vendor and the Purchaser agree that each Party shall bear the cost of its own independent appraiser, and the cost of the Third Appraiser shall be divided equally between the Vendor and Purchaser(except as determined by a Judge pursuant to Section 9.02). 10. SECTION 10 - GENERAL 10.01 Time of the Essence Time shall in all respects be of the essence of this Agreement provided that the time for doing or completing of any matter provided for in this Agreement may be extended or abridged ' by an agreement in writing signed together or in counterpart by the Vendor and the Purchaser or by their respective solicitors who are hereby expressly appointed in this regard. y 10.02 Schedules - All schedules annexed or to be annexed to this Agreement shall have the same fotc e and effect as if the information contained therein was included in the body of this Agreement. ' Option Agreement Page �P 10.03 Governing Law ' This Agreement is made pursuant to and shall be governed by and construed in accordance with the laws of the Province of Ontario. 10.04 Heady ' Any heading,subheading or marginal note contained in this Agreement and the table ' of contents, if any,preceding this Agreement are inserted for convenience and for reference only and in no way define, limit or describe the scope or intent of this Agreement or form part of this Agreement. ' 10.05 No Merger The Parties'representations, warranties, covenants and agreements contained in this ' Agreement shall not merge on but shall survive the Closing. ' 10.06 Entire Agreement The Parties agree that there are no representations,warranties,covenants,agreements, ' collateral agreements or conditions affecting the Property or this Agreement other than as expressed in writing in this Agreement. ' 10.07 Notice Any notice to be given or document to be delivered to either the Vendor or Purchaser pursuant to this Agreement shall be in writing and shall be delivered either personally or by courier or telecopied or sent by prepaid registered mail to the address specified below or to such other address as may be specified in writing from time to time by either party to the other. Any written notice or delivery of documents given in this manner shall be deemed to have been given and received on the day of delivery or telecopy if delivered personally or by courier or telecopied or on the second Business Day next following the day of mailing if sent by prepaid registered mail, ' provided however, if at the date of such mailing interruption in the operation of the Canadian Postal Service will or is likely to delay the receipt thereof, it shall not be mailed but shall be delivered personally. Any telecopied notice (including the notice exercising the Option) must be sent by courier to the recipient for delivery no later than the next Business Day after the day such notice was ' telecopied, for the telecopied notice to be valid. PURCHASER: The Corporation of the Municipality P Y of Clarington 40 Temperance Street Bowmanville, Ontario tLIC 3A6 l3 ' Option Agreement Page g If by telecopier: (905) 623-5717 VENDOR: 289143 Ontario Limited 7111 Dufferin Street Thornhill, Ontario L4J 2K2 If b y t elecopier: (905) 669-3768 1�i 10.08 Tender Any tender of documents or money pursuant to this Agreement may be made upon the solicitor acting for the Party on whom tender is desired and it shall be sufficient that a negotiable ' certified cheque is tendered instead of cash. ' 10.09 Gender and )Enurement ' This Agreement shall be read with all changes of gender and number required by the context and shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, administrators, executors, successors and assigns. ' 10.10 Assignment The Option shall be only assignable by the Purchaser with the prior written consent ' of the Vendor which consent may not be arbitrarily or unreasonably withheld or delayed. ' 10.11 Registration in Land Registry Office The Purchaser shall be entitled to register a notice of this Agreement or the entire ' Agreement(if as a matter of statutory requirement this entire Agreement must be registered)g ) ' title to the Vendor's Land. ' 10.12 Risk Before Closing The Property shall be and remain at the Vendor's risk until Closing and the Vendor ' shall hold all fire insurance policies and the proceeds thereof in trust for the parties as their respective interests may appear pending Closing. Option Agreement Page � ' IN WITNESS WHEREOF the Parties hereto have duly executed and delivered this Agreement as of the 31 st day of March, 1998. ' THE CORPORATION OF THE MUNICIPALITY OF CLARINGTO By: `� . e Name: �- Ham I'@, May,.or•� - ' Title: By: ' Nam�- attK Bar rie, Clerk T 289143 ONTARIO TED B � 1 Name: Tile: MC 5' t 0 E- : ! � ha-e- 499- ate,- By: ' Name: Title: 1 i i 1 i 1 �R SCHEDULE "A" VENDOR'S LAND Part of Lot 33 and Part of the Road Allowance between Lots 32 and 33, Concession 1, Geographic Township of Darlington,Municipality of Clarington,Regional Municipality of Durham designated ' as Parts 1 and 2 on Plan 40R-18053. SCHEDULE "A-I" ' PROPERTY Part of Lot 33 and Part of the Road Allowance between Lots 32 and 33, Concession 1, Geographic Township of Darlington, Municipality of Caarington,Regional Municipality of Durham designated ' as Part 2 on Plan 40R-18053. r /i SCHEDULE "B" REGIONAL OFFICIAL. PLAN AMENDMENT ' OCl 0 11996 BY-LAW NUMBER 62-96 GW 1UNgY .".. .. . OF Region!Clerk ' THE REGIONAL MUNICIPALITY OF DURHAM Being a by-law to adopt Amendment Number 18 to the Durham Regional Official Plan WHEREAS the Regional Municipality of Durham Act and the Planning Act, as famended, authorize the Regional Municipality of Durham to pass by-laws for the adoption or repeal of Official Plans and amendments thereto. NOW, THEREFORE, BE IT ENACTED AND IT IS HEREBY ENACTED as a By-law of the Regional Municipality of Durham by the Council thereof as follows: t ' 1. That Amendment Number 18 to the Durham Regional Official Plan, being the attached Explanatory Text and Exhibit 'A', is hereby adopted ' 2. That the Clerk of the Regional Municipality of Durham is hereby authorized and directed to make application to the Minister of Municipal Affairs for approval of the ' aforementioned Amendment Number 18 to the Durham Regional Official Plan. ' 3. This By-law shall come into force and take effect on the day of final passing thereof. BY-LAW read a first time this 25th day of Septwbw 1996 BY-LAW read a second time this 25th day of Sq*mbw , 1996 BY-LAW read a third time and finally passed this 25th day of SWtedw 1996 ' gionajC r Clerk Schedule "B" -2_ i 1 1 Amendment No. 18 to the Durham Regional Official Plan Purpose: The purpose of this amendment to the Durham Regional Official • Plan is to change the designation of certain lands in Courtice from Employment Area to Living Area to permit the development of r a residential plan of subdivision (OPA 95-007). Location: The subject site is located at the southeast comer of Regional ' Road 22 and Prestonvale Road in Lot 33, Concession 1, in the former Township of Darlington, in the Municipality of Caarington. It Is 17 hectares (42 acres) in size. ' Basis: The proposed change In land use will not adversely affect the Municipality of Clarington's supply of Employment lands or its ability to fulfil its economic development objectives. The changes rwould allow the Municipality to obtain a desired community park for Courtice. Robinson Creek valley is a suitable boundary ' between Employment Area and sensitive Living Area uses. Actual Amendment: The Durham Regional Official Plan is hereby amended by amending Map A5 - Regional Structure, as indicated on Exhibit "A" attached to this Amendment. Implementation: The provisions set forth in the Durham Regional Official Plan, as amended, regarding the implementation of the Plan shall apply to this Amendment ' Interpretation: The provisions set forth in the Durham Regional Official Plan, as amended, regarding the interpretation of the Plan shall apply to ' this Amendment. 1 r 1 1 • . 1 r Schedule "B" -3- ' ••N•' to Amenamcnt Vu. 19 OFFICIAL PLAN OF THE REGIONAL REGIONAL MUNICIPALITY STRUCTURE 1 OF DURHAM MAP .� �' �. Y .v':',�: :.MSS..>.S;�x� \' ��• •• __{{ .1 '�l'�i�:•::{:::::::::::::::::::::::: ti�T:.�G�:. � .moo V ••'/••�S �• ` •:i•. •�'!. r l: •.\F'. .Q• �l•Owl "s�j•G�4r;i:' 1 1 ........... . .. ........... r: ♦ / is 1 . r 1 1 • :'tip:• 1 1 1' •Y�� :'rti:r.•3�vr/7a•?k�:��:ti�%•h\'�•.•.w{'i,'.}::::::::}:�::�:�:ti'��:{:• �1 �//\ 1 it\1/ �• � � �Oad FROM EMPLOYMENT AREA . •-1�`:� '°' la°A .....; \%lid\ ;\.:'• aA• . ' TO LIVING AREA x < : .:: :: ,:�;�/,:,1: �;.• � eW ' }�,�C.ti.� •v::•''{ti{:i:\:r�:;:}r f;}:{•::}$?'� '� �1� •1/ I 1_ >,•7 QT �• ii :.;.\ a •' 1- /. Iti.{�9p, r ''';.r'.•2 ' c... FROM EMPLOYMENT AREA .as�s,4;�t• TO MAJOR OPEN SPACE ."•` • ' .f�• _•� ::: >{• ���' ,is•:�+�c • ` \ w� '•Lr'\'' S. , ell- LEGEND • URBAN AREA BOUNDARY MAIN CENTRAL AREA LIVING AREA SUB-CENTRAL AREA ' ® EMPLOYMENT AREA 'cct.'�•• MAJOR OPEN SPACE ENVIRONMENTALLY WATERFRONT LJ•� •'�'''.'.'^��"' SENSITIVE AREAS GENERAL AGRICULTURAL AREAS P Schedule "B" --t- ' 'Ibis amendment was adopted by the Counca of the Regional Municipality of Durham by By-law No. 62-% in accordance with the provisions of Sections 17 and 21 of the Planning Act, R.S.O. 1990, c.P.13, as amended, and under Section 96 of the Regional Municipalities Act R.S.O. 19901 c.RA as amended, on Uft 25th day of w 1996. CORPORATE 1 SEAL OF . CLERK MUNICIPAUTY r SCHEDULE "C" / PROVISIONS OF CLARINGTON OFFICIAL PLAN APPLICABLE TO VENDOR'S LAND ' OFFICIAL PLAN FOR MUNICIPALITY OF CLARINGTON: MODIFICATION PROPOSED MODIFICATION TO THE ' CLARINGTON OFFICIAL PLAN REGARDING SOUTH-WEST COURTICE COMMUNITY PARK PURPOSE: To designate approximately 6.5 ha of new residential lands and to relocate the South-west Courtice Community Park. LOCATION: South-east corner of Bloor Street (Regional Road #22) and Prestonvale Road, being part Lot 33 and road allowance between part Lot 32 and 33, Concession ' 1, former Township of Darlington, now in the Courtice Urban Area BASIS: This modification is based on a settlement of issues in dispute between 289143 Ontario Ltd. and the Municipality of Caarington with respect to private referrals to the Ontario Municipal Board (Application OPA 95-004/C) and the proponent's objections to the proposed Caarington Official Plan and the ' proponent's application to amend the Official Plan of the former Town of Newcastle (Application OPA 95-006/C) . ' ACTUAL MODIFICATIONS: i) Modify the housing targets for Bayview Neighbourhood shown on Table ' 9-2 by increasing the Low Density Residential target from '975' to '1150', the Medium Density Residential target from '250' to '300' and the High Density target from '50' to '125' and making the appropriate adjustment Ito the Totals so that the Table reads as follows: Table 9-2 Housin T u by Nei bourhoods Housing Units Urban Area Neighbourhoods ReddemW was Cei"keaa Intensl8- Taal ' Low Medium High Medium High catiom Courtice N11 Bayview 1150 300 125 0 0 50 J 1525 ii) Add a new section 23.11.3 as follows: ' "23.11.3 The Community Park site shown on Map A2 south of Bloor Street on the east side of Prestonvale Road shall endure for a period of 15 years from the date of approval of this policy of the Official Plan. If the site has not been acquired by the Municipality for community park purposes within this period, the site shall be deemed to be designated "Urban ' Residential" and may be developed in accordance with the policies for that designation." iii) Modify Map A2 "Land Use: Courtice Urban Area" as shown on Exhibit 'A'. iv) Modify Map E1 "Neighbourhood Planning Units: Courtice Urban Area' as shown on Exhibit 'B . i' PROPOSED EXHIBIT TO THE MUNICIPALITY OF CLARINGTON URBAN OFFICIAL PLAN, MAP A2, LAND USE. COURTICE �0111 MEN W I I © r . J F i � s I HANGE FROM -COMMUNITY AND "LIGHT INDUSTRiAC TO t.'. All 1 r- 1 Schedule "C" -3- ' EXHIBIT "B" PROPOSED MODIFICATION TO THE MUNICIPAUTY OF CtARINGTON ' OFFICIAL PLAN. MAP E1. NEIGHBOURHOOD PLANNING UNITS. COURTICE —i FAR HIGHLAW (4100) 5 Ew 6 ,s„ wmo 100) 2900 no 1 1 10 Q 1 (2100) Elv0.v .o0 7 / 1 WANDAIF 9 (a (35W) -- 1 9 PENFOUND woaieo%*f( p SOUNG Y 4I (3 ) (I OW) POPULATM 3 W (") SEE SECTION 19.9 ' z 81008 SfREE7 �' 11 BAWEW 1 (4,600) EXTEND BOUNDARIES OF i "BAWEIN N©GHBOURHOOCr CHANGE POPULATION 0 200 '°° °°° FROM "3800' TO "4507 I 2w �^ � C.P.R. I q 1 BASEUME ROAD 3°C ' a01 �z W �R 1 1 ° G9 OFFICIAL PLAN LAKE ONrWY0 4UNICIPALfTY OF CLARINGTON 9Er'ER rO SECrONS S ANN 9 1 SCHEDULE "D" ' PERMITTED ENCUMBRANCES 1. Any registered restrictions or covenants that run with the Property providing that ' such are complied with 2. Any registered municipal agreements and registered agreements with the publicly regulated utilities providing that such has been complied with or security has been posted to ensure compliance and completion, as evidenced by a letter from the relevant municipality or regulated utility. ' 3. Any easements for the supply of utility or telephone services to the Property or adjacent lands. 4. Any easements for drainage, storm or sanitary sewers, public utility lines, telephone lines, cable television lines or other services which do not materially affect the ' Purchaser's intended use of the property. I 1 scHNCES PLAN 4OR- PART PART OF LOT COWCi;55tJN MIST. N0. AREA 1 DANCE BETIAEEN R TS / s� 7.263 Ism. 1 RE171JRE THIS FLAT;TO BE 2 32 AM 33 9976 b. DEPOSITED UNDER THE RECEIVED AM DEPOSITED 1143311 Y ACT. GATE _� to DATE _.__.... /f, _ - ... .. RHiLSTRII R PoR THE -- ------.... R•EGISTRY Dr4ISION OF S.E.GOONS onkrb lad swwavo. DU HIAM(NO. 40) LOT 32 PART I PLAN 4OR-14692 ' PAgM CAN. I - 32- I SECTA7M 04RLMTOOV � a PLAN OF SURVEY OF FENCE I h I I.5 M PART OF LOT 33 AND Ni7'29'00•w (14i 4) FENCE SIB (11006) I ( ) w'T' N Ir 2���• w LM E .E�RI(� ) 0.75 E SIB 477.410 (P941 E.$) L� 72.106 (P) �,� PART OF THE ROAD ALLOWANCE 190. 3 1 ITb 10 N 16'45'00•w 71.960 (WEAS) OF ,� BETWEEN LOTS 32 AND 33 , g'` W ROAD ALLOWANCE BETWEEN LOTS 32 AND 33 (SIB) PLAN IOR-358 d CONCESSION I } (WIT) PART 5 _ 1.707RPZesET1 « Geographic TOWW.**P OF DARLINGTON N�r29�oow _ W W -f MUNICIPALITY OF CLARINGTON REGIONAL MUNICIPALITY OF DURHAM NZ N sole (1106) _ RI (ol )o/ NESET QI z (5106) SCALE 1 1 000 PART 4 PLAN 10R-3W 1 I v BO O m 40 e0 Ms1rs Mstns _ W Z I fv w g$ F o a 1 I W V ON LINE� A J . D. BARNES UNITED — 1998 W I == PART I IPART 2 a 3 (ISIIOB6) -T. be. ... METRIC: _ DISTANCES SHDWN ON THUS PLAN ARE N METRES AND CAN IT BE C 1MVE1nW TO t$T BY DWDW BY 0-3048 - Lu Cx .�1 Z J SIB LOT or J } NRST. Ab. 678M 1 - � - BIB g NOTES: IB = $g BE4RMG6 HLEWEIN ARE ASTRONOMIC AND ARE Rff WIM TO THE MASTERLY SIB x•31�0 x$3 1 ) .'� LMT OF LOT 32.cace m 1.AS SHIOMN ON PLAN IOR-368. HAVING elf f A BFARM OF 141729100"W."W. (765) MO@",l3'so-*(r` �) 0 Is v i dl.7a (�lS) N 0"(�) IP ( ) 16 /JU O SENUFES SURVEY 111MIUM13TT FLA MM aD•(r I `!� • OENDM SURVEY BDNIAENT FOLI D 411 SIB DENOTES STRA MD IRON LIAR ,per SIB IB DEMOTES IRON BAR fall DEMMM IMM fNOI OR (Ti6) 765 DEMOTES 40"M t MAIACE LIMITED. O.L_S 1006 OEIDTES N. FL.IM. O_L_S 1106 DE WES QD. BRlOMI. O.L.S. ♦�� 1414 DENOTES G.D. COWAN. O.L-S. ,Mi. IB P DEMOTES PLAT! 14*-3W � E ' � tFu E PI OEIOTES PLAN 4OR-144 1 am/Q P2 OEI10TE5 EIPfRt9RIATt01 PLAN 031749 O40 WIT DEIDTES WITNESS iI 40 '- IB sls twlT I.as(Test s' 113i1s�Efl \0 lsi�1 1.---- 41.7'!8 (fta.) C. Ir 47.40•MCI CID� a LINE 1~Q- SUR H O IS CER 7<ITWATE 1 CERTFY TNRT : I. TM SURVEY AID RAII rME CORRECT AM N ACCOROMIM WM THE SLRVEVS X.T.THE SUt11EY0R5Mr. THE M M ACT.AND TIDE WK"T100S �y IMDE UNDER TNw. �YT 2. TIE SURVEY MM6 COLLETED ON THE 28(11 Off OF ASU RY. 1996. 'QS 38 ►, 41, IB At .. �.. .. - -........... 1: S.E.cam E OIRAIED L/MD SURVEVOR tr'�aI (Tel) par A10 IsIOE t 1 ias� - SURVEYMC MAPPIM.P. '. �,�,t t►I x LHILE 3.59 L/111D IFORWiION SERVICES Q IB) Oft fWICE N 14•Ii30 w OB.02s -- — 4FFCE OF 411110111111 RESTO/� 110 sDOI OOU TT IMT/ 46 vq4E J.D. BARNES ROAD LImm �la�rtl LIT:��_ oteGl®sr:sit. Flo.: sr-zs-aa+-0D EMI-31st. I91A MONO CERTIFICATE # : * CLEAR / LIBRE * NO DE CERTIFICAT: ***************** 00486351-3611744B C E R T I F I C A T E / C E R T I F I C A T HERIFF AT: LRO#40 DURHAM HERIF A ATE OF CERTIFICATE: 2002-06-07 ATE DU CERTIFICAT : THIS CERTIFIES THAT THERE ARE NO WRITS OF EXECUTION, EXTENT OR CERTIFICATES OF LIEN IN MY HANDS AT THE TIME OF SEARCHING AGAINST HE REAL AND PERSONAL PROPERTY OF: OE CERTIFIE, PAR LA PRESENTE, NE PAS AVOIR DE BREF D'EXECUTION, I DE CERTIFICAT DE PRIVILEGE, NI D'ORDONNANCE EN MA POSSESSION U MOMENT DE LA RECHERCHE VISANT LES BIENS MEUBLES OU IMMEUBLES DE: ' SURNAME / NOM GIVEN NAMES / PRENOM(S) 'COMPANY/COMPAGNIE) 289143 ONTARIO LIMITED 'AUTION TO PARTY REQUESTING SEARCH: NSURE THAT THE ABOVE INDICATED NAME IS THE SAME AS THE NAME SEARCHED THIS NAME WILL REMAIN CLEAR UNTIL THE CLOSE OF BUSINESS THIS DATE. IVERTISSEMENT A LA PARTIE QUI DEMANDE LA RECHERCHE: SSUREZ-VOUS QUE LE NOM INDIQUE CI-DESSUS EST LE MEME QUE CELUI QUI EST RECHERCHE. CET ETAT DEMEURE VALIDE JUSQU'A LA FIN DE LA JOURNEE ,E TRAVAIL. CHARGE FOR THIS CERTIFICATE $ 11.00 �RAIS POUR CE CERTIFICAT 1 R:\RLMO1004UOWACU'-VUND. UNDERTAKINGS TO: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON AND TO: ROBINS APPLEBY& TAUB its solicitors herein Re: The Corporation of the Municipality of Clarington ' purchase from 289143 Ontario Limited Registered Owners: 289143 Ontario Limited Part of Lot 33,Concession 1,Municipality of Clarington,Region of Durham designated as Part 2 on Reference Plan 40R-18053 (the "Property") IN CONSIDERATION of and notwithstanding the closing of the above transaction, we hereby ' undertakes as follows: I1. TO deliver up vacant possession of the premises on closing; 2. TO pay all arrears of taxes to the extent that an allowance has not been granted to the ' purchaser on account thereof and to pay the 200ttaxes in accordance with the Statement of Adjustments; 3. TO readjust, forthwith upon demand any item on the Statement of Adjustments, or any item which should have been included for adjustment, if necessary. DATED the day of June, 2002. 289143 ONTARIO LIMITED Per: Name: Michael Freedman ' Title: A.S.0. Per: Name: Title: I/we have authority to bind the Corporation ' RAFU ES\010W3\P-PUND UNDERTAKING TO READJUST ' TO: 289143 ONTARIO LIMITED AND TO: LITOWITZ, PETTLE & SHAIN its solicitors herein RE: The Corporation of the Municipality of Clarington (the "Purchaser") 1 purchase from 289143 Ontario Limited (the "Vendor") Part of Lot 33 and Part of the Road Allowance between Lots 32 and 33 Concession 1, all designated as Part 2, Plan 40R-18053 Municipality of Clarington (formerly Township of Darlington) Regional Municipality of Durham(the "Property") ' IN CONSIDERATION OF and notwithstandin g g the closing of the above-noted transaction, we hereby undertake to readjust any item on the Statement of Adjustments if necessary. ' DATED at Clarington, this 4th day of June, 2002. ' THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON 1 Per: Name: JohX Mutton 1 Office: Mayo 7r Per. Na e: P i L. Ba Offi unicipal Clerk ' We have authority o bind the corporation. Y � .' •,R:%FILESW100463VAC1P_VDCP0S DECLARATION RE: POSSESSION ' CANADA IN THE MATTER OF the sale by 289143 Ontario Limited(the "Vendor")to The Corporation of the ' ) Municipality of Clarington(the "Purchaser")of Part PROVINCE OF ONTARIO ) of Lots 33,Concession 1, Municipality of Clarington, designated as Part 2, Plan 40R-18053 (the ' ) "Property") } 1, MICHAEL FREEDMAN ofthe City of Toronto ' in the Province of Ontario ' SOLEMNLY DECLARE that: an 1. I amVye authorized signing officer of the Vendor in the above transaction and as such have personal knowledge of the matters hereinafter declared. 2. The Vendor is the absolute owner ofthe above mentioned lands and either personally or by its tenants, ' it has been in actual,peaceable,continuous,exclusive,open,undisturbed and undisputed possession and occupation thereof,and ofthe houses and other buildings used in connection therewith throughout its period of ownership of the property. ' 3. I am not aware of any person or corporation having any claim or interest in the said lands or any part thereof adverse to or inconsistent with registered title. ' 4. That possession and occupation of the above lands by the Vendor has been undisturbed throughout by any action,suit or other proceedings or adverse possession or otherwise on the part of any person whomsoever and during such possession and occupation, no payment has ever been made or ' acknowledgment of title given by the undersigned, or, so far as we know, by anyone else,to any person in respect of any right,title, interest or claim upon the said lands. ' 5. To the best of my knowledge and belief,the buildings used in connection with the premises are situate wholly within the limits of the lands above described,and there is no dispute as to the boundaries of the said lands. Except as may be registered on title,I have never heard of any claim of easement ' affecting the lands,either for light,drainage, or right of way or otherwise. 6. ThfXV -does not retain the fee or the equity of redemption in,or a power or right to grant,assign or exercise a power o�i4r +t��sq�eetcfA�cc�3�Sz xthe lands being conveyed in the ' subject transaction. xxxxxxxxxxxxxxxxxxxxxxx ' I make this solemn Declaration conscientiously believing it to be true and knowing that it is of the same force and effect as if made under oath. (SEVERALLY)DECLARED BEFORE ME ) atthe City of Vaughan ) in the. Regional M icipality of York ) this S day J ne, 2002 ) ' ) MICHAEL FREEDMAN A Comm' on F. R1FI LEM0100463VACT_V I)CCLA. DECLARATION RE: CONSTRUCTION LIEN ACT CANADA IN THE MATTER OF the sale b y 289143 Ontario Limited(the "Vendor")to The Corporation of the Municipality of Clarington(the "Purchaser")of Part PROVINCE OF ONTARIO ) of Lots 33, Concession 1,Municipality of Clarington, designated as Part 2, Plan 40R-18053 (the 1 ) "Property") ) 1 I Michael Freedman ofthe City of Toronto ' in the Province of Ontario SOLEMNLY DECLARE that: 1. I am n authorized signing offi oPf'the Vendor in the above transaction and as such ' have personal knowledge of the matters hereinafter declared. 2. No improvement has been made or is beng made to the Property and there has been no supply of services to the Property within the last 45 days from the date hereof and no Improvement or Supply of Services will be made from the date hereof. 3. Wherein a term is capitalized, it shall have the meaning attributed to it under the Construction Lien Act, R.S.O. 1990, and any amendments thereto. I make this solemn Declaration conscientious) believing it to be true and knowing that it is of the Y g g ' same force and effect as if made under oath. (SEVERALLY) DECLARED BEFORE ME ) at the City of Vaughan ) inthe Reglonal Munic' ality of York ) this Soda ne, 2002 ) r > MICHAEL FREEDMAN A Commissi ner, t r � . r RARLES\0100463UAC\P-VDC116 s DECLARATION RE: SECTION 116,FAMILY LAW ACT ' CANADA IN THE MATTER OF the sale b y 289143 Ontario Limited (the "Vendor") to The Corporation of the ' ) Municipality of Clarington(the "Purchaser")of Part of PROVINCE OF ONTARIO ) Lots 33, Concession 1, Municipality of Clarington, designated as Part 2,Plan 40R-18053 (the "Property") ) I MICHAEL FREEDMAN ofthe City of Toronto in the Province of Ontario SOLEMNLY DECLARE that: officer ' 1. I amgeauthorized signing of the Vendor and as such have personal knowledge of the matters hereinafter declared. 2. The Vendor is not a non-resident of Canada within the meaning of Section 116 of the Income Tax Act(Canada)nor will the Vendor be a non-resident of Canada at the time of closing. I3. Within the meaning of the Family Law Act(Ontario): At no time since the Vendor acquired the Property being conveyed to the Purchaser has the ' Property ever been occupied by any shareholder,officer or director of the Corporation or any beneficial owner of the Property and/or his or her spouse as their matrimonial home. ' I make this solemn Declaration conscientiously believing it to be true and knowing that it is of the same force and effect as if made under oath. (SEVERALLY)DECLARED BEFORE ME ) atthe City of Vaughan ) inthe Regional Munte,ipality of York ) this S day of 2002 ) MICHAEL FREEDMAN A Comm' ion r tc. 1 RAFILES\0100463\JAC\P_PGS77N UNDERTAKING TO: 289143 ONTARIO LIMITED AND TO: LITOWITZ, PETTLE & SHAIN Iits solicitors herein RE: The Corporation of the Municipality of Clarington (the "Purchaser") purchase from 289143 Ontario Limite (the "Vendor") Part of Lot 33 and Part of the Road Allowance between Lots 32 and 33 Concession 1, all designated as Part 2, Plan 40R-18053 1 Municipality of Clarington (formerly Township of Darlington) Regional Municipality of Durham (the "Property") IN CONSIDERATION of and notwithstandin g the closing of the above-noted transaction, the undersigned hereby covenants and agrees that with respect to goods and services tax("GST") payable ' pursuant to the Excise Tax Act Canada (the "Act") by reason of the sale of the Property and all buildings, structures and improvements thereon AND any other assets set out in the Purchase Agreement: 1. If any GST is payable in respect of this transaction in accordance with the Act the undersigned, having paid or agreed to pay the consideration for the sale, is liable for the payment of any GST thereon; 1 2. The undersigned is a GST registrant under the Act under Registration No. R106979800 which registration has not been withdrawn or revoked, and shall file returns, report and remit, if applicable, any GST owing on the above noted sale to the Receiver General to the extent ' required by the Act; and 3. The undersigned shall indemnify and hold the Vendor harmless from any liability of the l Vendor under the Act arising because of any incorrect statement or breach of the obligations of the undersigned set out in this undertaking or arising under the Act, in connection with the purchase of the Property ((including without limitation its obligation under Section 228(4) of the Act), together with all loss, costs and expenses relating from such breach. DATED at Clarington, this 4th day of June, 2002. ' THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Per: i'la, Name: Jofin Mutton Office: Mayo N 1 Per: N me:�Municipal Ye lerk We have authority to bind the corporation. rington September 13, 2001 Z-0497 Robins Appleby &Taub ' Barristers & Solicitors 130 Adelaide Street West Suite 2500 Toronto, Ontario M5H 2M2 Dear Sir: RE: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON purchase from 289143 ONTARIO LIMITED 1 1595 Prestonvale Road, Courtice—Municipality of Clarington Within Zoning By-law 84-63, as amended, of the former Town of Newcastle, the subject property is zoned "Agricultural (A)" and "Environmental Protection (EP)". The lot appears to comply with the applicable provisions, except for the lot area requirements. ' However, Section 3.17 of Zoning By-law 84-63 regarding Public Uses states that "the provisions of this By-law shall not apply to prohibit the use of the lot or the erection or use of any building or structure for the .purposes of public services provided by the Corporation of the Town of Newcastle....". We suggest that you review the provisions of By-law 84-63, as amended, of the former Town of Newcastle to satisfy yourself that any existing or proposed uses of the lot.will conform therewith. The Clarington Building Department informs us that to the best of their knowledge, on ' September 12, 2001, they were unable to tell if the building conformed to the Ontario Building Code as the land is vacant. The Clarington By-law Department informs us that to the best of their knowledge, on September 7, 2001, there are no outstanding notices or orders against the building or property at this time. CORPORATION OF THE MUNICIPALITY OF CLARINGTON 40 TEMPERANCE STREET • 801,Vh1ANVILLE • ONTARIO • L'C 3A6 • (905) 923-3379 • FAX 523-4159 4EC.ci EO aavEn W FRS ITF- www munc,caktv.clannoton.on.ca 1 1 _2_ Please be advised that this letter does not constitute a certificate issued pursuant to By- law 98-123, being a by-law prescribing standards for property maintenance and occupancy. Such a certificate may only be issued to the registered property owner. 1 Yours truly, 1 1 Allison Ruddock, Planning Technician 1 Development Review Branch "Iw 1 1 1 1 1 1 1 i 1 1 1 1 SEP I 2nm ' 100 Whiting Avenue Central Oshawa, Ontario L1 H 3T3 ' Lake Ontario -- Tel: (905)579-0411 Fax: (905)579-0994 Conservation /'V j Web:www.cloca.com Email. mail @cloca.com ' September 13, 2001 ' Robins Appleby&Taub Barristers& Solicitors 130 Adelaide Street West, Suite 2500 ' Toronto, ON M51-1 2M2 Attention: Mr. John Cooney ' Dear Sir: ' Subject: Purchaser: The Corporation of the Municipality of Clarington Vendor: 289143 Ontario Limited Legal Description: Part of Lot 33, Concession 1, Municipality of Clarington, ' Region of Durham designated as Part 2 on Reference Plan 40R-18053 Your File No.: 0100463 ' CLOCA IMS File: RSIG410 In regard to your letter dated August 31, 2001 pertaining to the above purchase, we offer the ' following information: 1. Authority Staff have reviewed the above property and advise that it is not subject to Ontario t Regulation 145/90, the Authority's Fill, Construction and Alteration to Waterways Regulation. Therefore written permission is not required from the Authority prior to any filling or grading on site. 2. Although the above property is not located within the flood plain of a watercourse that is mapped by the Authority, a portion of the Robinson Creek borders the southeastern limit of the ' subject property (see attached mapping). 3. To the best of Staff's knowledge there are no outstanding directives, orders or breaches of ' Ontario Regulation 145/90 with respect to the use of the property. Should you require further assistance, please do not hesitate to contact the undersigned. ' ours trul , ' isa Backus, MSc. Planner ' DH/LB/klt g:\planning\regs\inquiry\rsig410.cd What we do on the land is mirrored in the water �� L � I R7- cm ae�\��1 k v � I1 `► \\ .�', \ y � . , ,�'�. fir.. 0 ,z � _ _- •. AA CENTRAL LAKE ONTARIO CONSERVATION AUTHORITY �ROBINSON CREEK FLOOD PLAIN MAPPING LEGEND: d ' -----_— 100 YEAR STORM FLOOOLINE !' }' REGIONAL STORM FLOOOLINE —. T. _��•��' ` / 4 200 0 200 a00 800 800 ra000 V` 4 I ^Y - - '. S fir Fµ y dj - ¢. x a. : , x -: ' y � A C Y k J ! ; "t k } T 'f. l ; ,/ f A -"4 �¢ yl Y K� } .S rF 11 rti�t���f2 K �I . ''i R s cY '.Ord ..4 s' kxp 4s t,. >, -4 c4,, t }�e S r F [$ t r �v_P''f) .k, r x i< d s'r iS z_x I k rr . -•i+ a"` A a�,,t 1: y rk x a x sa`� MS"'.'s-w ^ ,� ,� an T '' yr , > r;-,--,,r a fi: t yY k` eS E a xy ^.ma ast,I. x 1,«- t�s a c y ; - 3 r :z.'§k'L °J.T4 yh 1+k}} t k F 3.A"'� �Zc �# 1 Y. t - - i.4-- s•--A j 4y X d * � -� S k i � fl - - - " ��'. r � x+ 4 a�, �7`4,, 'r'� -L' 7 �-a e W; {' {, w i _ _ ._ _ _ _ F4.e x 8, 2 4 r r ti - - } rn.5 m? P,L y ,I , x4e '.Y0. 1 .A> - - t . 0 -... .... pq avw..._.b V_:. '4: - rh) a tyx r �t Std-Y sbty#k q i �+ ""5 4f �y) r G - y'f 4 y ! , 4 i f gt -ft 1 ? .iXA ` �ru Yr { 1 .. b.Yy .-i..--ter--• ..:. ,...s- >•^^., ,...e.. a .. .11 u a"r ._..r... - -ro- - -;.'. a _ ? T�7S.77^+..... ,1P '.0,3. ._--+rte- __-w r.-- .. _ _:_ _.-.._ __.... __... -_ - -. -- y _vim. t....,° .r_.- ��:: - :.: .. �,r :' - �..�.- ,.r w'_''S. - a'iY'-.„ems . u'�- = .... S - Wti A +bK C ;L t ! �t 1. s -a� R� - ; f ��! .. f - <-I _ 44 ' t: q: s r { t S? t N,:,.; r..-_-___-_—_—_-_.-- ___.-_ — .____ -..-�._.___._ r--— r a r` .a4 ol t� � s�+r h };fib 9s€, x ,' s �xr _t=^ y_ 1. it' - - - - a 11, 11 ..'rY4, N .. .v'r-"..} J £ F' r�}, J ;�ti - T , f°� 6n -S ; N� ;. r. i - ,�rr" �° _ '" ,. - .. , , , .,: .,s., - - i ;:. .: .. J , - t NJ. �i Y, - - �; :, . , 11:,� , , y, } '9y. 1 s S (a 11 1 f, l��' + h p'�r'tp 11 fi f -- i 1 1 1 ' The Corporation of the Municipality of Clarington Purchase from 289143 Ontario Limited 1 Part Lot 33, Concession 1 being Part 2, Plan 40R-18053 Municipality of Clarington 1 1 1 1 1 1 1 i 1 ■ Robins Appleby 1 & Taub 1 Barristers&Solicitors ■ 1 i ' INDEX Re: The Corporation of the Municipality of Clarington Purchase from 289143 Ontario Limited Part Lot 33, Concession 1, being Part 2, Plan 40R-18053 ' Municipality of Clarington,Regional Municipality of Durham ' 1. Report 2. Agreement of Purchase and Sale ' 3. Acknowledgement and Direction ' 4. Transfer receipted as DR81970 on June 7, 2002 5. Statement of Adjustments ' 6. Direction re Funds and Further Direction re Funds ' 7. Clarington's Certificate of Treasurer and Receipt ' 8. Option Agreement registered as Instrument No. D517158 9. Plan 40R-18053 ' 10. Clear Execution Certificate ' 11. Undertakings by Vendor 12. Undertaking by Purchaser ' 13. Declaration of Possession ' 14. Declaration re Construction Lien 15. Declaration re Family Law/Section 116 of the Income Tax ' 16. Undertakin g re GST ' 17. Clarington Development Review Branch, Planning Services Department letter ' 18. Central Lake Ontario Conservation letter 1 ■ Robins � Appleby pp eby ' 130 Adelaide Street West W Taub Neill J.Kalvin Suite 2500 Barristers&Solicitors Direct Line:(416)360-3351 Toronto,Ontario M5H 2M2 E-Mail:nkalvin @robapp.com ' Telephone:(416) 868-1080 www.robinsapplebyandtauh.com Facsimile:(416)868-0306 ' Delivered by: Courier File No.: 0100463 ' July 19, 2002 Municipality of Clarington ' 40 Temperance Street Bowmanville, Ontario L1C 3A6 ' Attention: Isabel B. Little ' Dear Sirs: ' Re: The Corporation of the Municipality of Clarington ("Clarington") Purchase from 289143 Ontario Limited(the "Vendor") Part Lot 33, Concession 1, being Part 2, Plan 40R-18053 ' Municipality of Clarington, Regional Municipality of Durham(the"Property") We are pleased to report to you on the above-mentioned transaction, which was completed in ' accordance with your instructions on June 7, 2002. AGREEMENT OF PURCHASE AND SALE ' Pursuant to the terms of an Agreement of Purchase and Sale, a copy of which is enclosed for your records, Clarington agreed to purchase the Property from the Vendor for the sum of$1,350,000.00, ' upon the terms and conditions more particularly set forth therein(the "Agreement"). ACKNOWLEDGEMENT AND DIRECTION ' enclose a co of an Acknowledgment and Direction pursuant to which you authorized We copy gm p y and ' directed us to register electronically on your behalf the Transfer/Deed of Land in accordance with the Document Registration Agreement. TRANSFER/DEED OF LAND By Transfer registered in the Land Titles Office for the Land Registry Division of Durham(No. 40) on June 7, 2002 as Instrument No. DR81970, title to the Property was transferred to THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON. The receipted Transfer is enclosed herewith for your records. ' Page 2 ■ Robins ' Appleby & Taub ' Barristers&Solicitors ■ STATEMENT OF ADJUSTMENTS We are enclosing herewith a copy of the Statement of Adjustments for your records. The Vendor received a credit for the sale price of the Property,being$1,350,000.00. You paid to the Vendor the sum of$20,000.00 by way of deposit for which sum you received a credit on the Statement of Adjustments. The realty taxes for the year 2002 had not been assessed as of the date of closing and are to be readjusted upon separate assessment. The balance due on closing was the sum of $1,330,000.00 which amount was paid in accordance with the Vendor's direction. ' DIRECTION RE FUNDS We were provided with the Vendor's Direction authorizing payment of the proceeds of this ' transaction to the solicitors for the Vendor, in trust or as they may further direct. We were then provided by such solicitors with their further direction to endorse the balance due on closing as follows: Litowitz Pettle& Shain, in trust $1,819.00 ' Treasurer, Municipality of Clarington 2,950.72 289143 Ontario Limited 1,325.230.28 ' Total $1,330,000.00 We enclose herewith copies of such directions for your records. TAXES ' We enclose a receipt received from the Municipality of Clarington in the amount of$2,950.72 representing payment of the 2001,interim 2002 and interest to the end of June, 2002 realty taxes, as per Clarington's Certificate of Treasurer, a copy of which is enclosed herewith. Please note the ' Property purchased by Clarington has not as yet been separately assessed. TITLE ' Prior to closing his transaction,we performed various searches,including an investigation of title to g g g the Property, and based thereon, we are of the opinion that you acquired good and valid title to the ' Property, subject to the matters hereinafter set forth: a. The reservations, exceptions, limitations,provisos and conditions contained in the original Crown Grant; ' b. Instrument No. N125623 registered December 19, 1985, being a Notice of airport zoning regulations. These regulations restrict the height of buildings located on the Property and therefore should be consulted prior to constructing on the Property. ' Page 3 ■ Robins ' Appleby &Taub ' Barristers&Solicitors ■ ' C. Option Agreement registered June 22, 1998 as Instrument No. D517158 made between the Purchaser and Vendor, a copy of which is enclosed for your records. td. Any lien that may be preserved and perfected pursuant to the Construction Lien Act, 1990, to the extent of deficiencies in the holdbacks required to be retained by the Payer under Part IV of the Act. PLAN ' We enclose a copy of Plan No. 40R-18053 showing the Property purchased. EXECUTIONS We caused a search to be made in the Office of the Sheriff at the Land Registry Office (No. 40) at ' Durham and found there to be no executions filed against the Vendor or any predecessor on title which would affect the Property. We enclose the Execution Certificate for your records. ' UNDERTAKINGS ' On closing,we received an undertaking by the Vendor to deliver up vacant possession of the Property on closing; to pay all arrears of taxes and to pay the 2002 taxes in accordance with the Statement of Adjustments; to readjust forthwith upon written demand any item on the statement of adjustments ' or any item which should have been included for adjustment, if necessary. On closing,we provided the Vendor with your Undertaking to Readjust any item on the Statement ' of Adjustments, if necessary. We enclose copies of these Undertaking for your records. ' STATUTORY DECLARATIONS ' We prepared and had executed by the Vendor the following Declarations attesting, inter alia: Declaration of Possession ' The Vendor is the absolute owner of the Property. p rty Construction Lien Act ' No improvement has been made or is being made to the Property and there has been no supply of services to the Property within the last 45 days from the date thereof and no improvement or supply ' Page 4 ■ Robins ' Appleby &Taub ' Barristers&Solicitors ■ ' of services will be made from the date thereof and thus no construction lien could arise. We enclose copies of the documents for your records. ' Section 116, Family Law Act The Vendor is not a non-resident of Canada within the meaning of Section 116 of the Income Tax ' Act(Canada)nor will the Vendor be a non-resident of Canada at the time of closing and the Property has never been occupied by any shareholder,officer or director of the Vendor or any beneficial owner of the Property and/or his or her spouse as their matrimonial home. ' We enclose copies of the Declarations for your records. UNDERTAKING ' On closing, we provided the Vendor with your Undertaking pursuant to which you covenant and agreed that if any GST is payable, you are liable for the payment of any GST thereon; you also indemnified and hold the Vendor harmless from any liability of the Vendor arising because of any ' incorrect statement or breach of your obligations set out in the Undertaking. We enclose this Undertaking for your records. ' MUNICIPAL SEARCHES Prior to closing,we conducted municipal and other searches deemed necessary and ascertained the ' following: 1. Municipality of Clarington,Development Review Branch advises that within Zoning By-law ' No. 84-63, as amended, of the former Town of Newcastle, the Property is zoned "Agricultural(A) and Environmental Protection(EP)". Clarington's Building Department, advises that to the best of their knowledge on September 12,2001,they were unable to advise ' of the building conformed to the Ontario Building Code the Property is vacant land. 2. Central Lake Ontario Conservation("CLOCA") advises that the Property is not subject to ' Ontario Regulation 145/90,the Authority's Fill, Construction and Alteration to Waterways Regulation. Written permission is not required from CLOCA prior to any filling or grading ' on site. Since the Property is not located within the flood plain of a watercourse that is mapped by CLOCA, a portion of the Robinson Creek borders the southeastern limit of the Property, as per the attached mapping. There are no outstanding directives, orders or ' breaches of Ontario Regulation 145/90 with respect to the use of the Property. ' Page 5 ■ Robins ' Appleby &Taub ' Barristers&Solicitors ■ ' We trust that this transaction has been completed to your satisfaction. If you have any questions or comments,please do not hesitate to contact our office. Yours very truly, ROBINS,APPLEBY & TAUB ' Per: ' Neill J. Kalvin /lm Enclosures ' RAFILES\010046MREPORT 1 1 THIS AGREEMENT is made as of this 25`h day of June. 2001 '•J BETWEEN: ' THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON ' (the "Purchaser") and- 289143 ONTARIO LIMITED (the "Vendor") WHEREAS: ' A. The execution of this Agreement is authorized by By-law No. 2001-132 passed by the Purr haseroon June 25, 2001urchaser, NOW THEREFORE WITNESSETH THAT in consideration of the ' premises and the covenants hereinafter expressed, and the sum of two ($2.00)dollars of lawful money of Canada, now paid by each party to the others (the receipt whereof by each party is hereby acknowledged), the parties hereto covenant and agree to and with ' each other as follows: 1• The Vendor agrees to and with the Purchaser to sell the land more particularly ' described as Part of Lot 33, Concession 1, Municipality of Clarington, Region of Durham,now shown as Part 2 on Reference Plan 40R-18053 (the "Property") for ' the purchase price of One Million Three Hundred and Fifty Thousand ($1,350,000.00) Dollars (the "Purchase Price") payable as set out below. The sum of Twenty Thousand($20,000.00) Dollars shall be paid by the Purchaser to the ' Vendor by certified cheque as a deposit on the execution by the Vendor of this Agreement of Purchase and Sale. The deposit is to be held in trust by the Vendor in an interest bearing account with a bank listed in Schedule 1 of the Bank Act ' pending the completion or termination of this transaction. If the transaction is terminated the deposit shall be repaid forthwith by the Vendor to the Purchaser with interest but without deduction. The balance of the Purchase Price of One Million Three Hundred and Thirty Thousand ($1,330,000.00) Dollars subject to adjustments shall be due and shall be paid by the Purchaser to the Vendor by certified cheque on the Closing Date(as hereafter defined). UN-2c l r R I 05:,,- P!1 "UN. C C;LAR I NGTON P. aK N0. 05 623 9282 2. 17hi.s transaction is to be completed by 5:00 p.m. on the earlier to occur of the of the day which is five (5)business days (excluding Saturdays, Sundays and (1) 1 statutory holidays)after the date of completiorr of the South Courtice Community Park Servicing Works("Servicing Works") as defined and provided for in an Agreement between the Purchaser, the Vendor, 2001544 Ontario Limited and ' 765400 Ontario Limited dated June 25, 2001 ("Servicing Agreement") as evidenced by the last to be issued by the Purchaser's Director of Public Works mid the Region's Commissioner of Public Works of certificates of completion of the Storm Water Management Services and the Sanitary Sewer which are components ' of the Servicing Wow, and (2)May 5, 2002 if the date for completion of the Servicing Works specified in the Servicing Agreement is not extended pursuant to the Servicing Agreement, and(3)if the date for completion of the Servicing ' Works is extended pursuant to the Servicing Agreement five(5)business days (excluding Saturdays, Sundays and statutory holidays)after date of completion of the Servicing Works as evidenced by the last to be issued of the aforesaid certilicates of completion. ("Closing Date). The Closing Date may be extended or amended by written agreement of the solicitors of the parties. On the Closing Date,the Vendor shall deliver vacant possession of the Property to the Purchaser. 3• This Agreement or purchase and sale is conditional on the completion of the Servicing Works on or before April 30,2002,provided that if the date for completion of Servicing works is extended pursuant to the provisions of the Servicing Agreement, this Agreement of purchase and sale shall be conditional on the completion of the Servicing Works on or before such extended completion date. This condition is for the exclusive benefit of the Purchaser and may be waived by the Purchaser in its discretion by giving notice in writing to the Vendor at any tine up to the completion of this transaction. If before this transaction is ' completed, the Purchaser in its absolute discretion decides that this condition has not been satisfied, the Purchaser may give written notice to the Vendor terminating this Agreement of Purchase and Sale and the deposit shall forthwith ' be repaid by the Vendor to the Purchaser with interest but without deduction. 4. This Agreement of Purchase and Sale is conditional on the Purchaser being ' satisfied in its absolute discretion respecting the environmental quality of the Property and the stability of the soil for the construction of buildings thereon. If, before the completion of this transaction the Purchaser decides in its absolute ' discretion that the Purchaser is not satisfied, the Purchaser shall give the Vendor written notice of the Purchaser's decision and the termination of this Agreement Purchase and Sale and the moneys paid to the Vendor shall be forthwith repaid by the Vendor to the Purchaser with interest but without deduction_ The Vendor agrees forthwith to deliver to the Purchaser any reports or documents relating to soil tests, environmental audits, environmental site assessments and records of environmental site conditions and soil reports in the Vendor's possession. The Vendor agrees to permit the Purchaser, its employees, agents access to the Property for the purpose of making soil ests, eonductings and UN-22-13 1rcI 05: -: D"I U1 N. = CL,9R I N G T 0 N P. 4. =aX N0 2? 9 282 : 1 environmental audits, environnicntal site assessments and preparing records of cnvironmcntal site conditions. This condition is included in this Agreement of Purchase and Sale for the e�cclusive benefit of the Purchaser and may be waived ' by the Purchaser in its absolute discretion. 5• Except as provide{in paragraph 7 hereof,the Vendor shall discharge all ' encumbrances and restrictions registered against title to the Property at its expense on or before the completion of this transaction in this regard. 6. Th Purchaser is to be allowed until September 4,2001 (the"Requisition Date' ' to examine the title to the property at his own expense to there are no outstanding orders.or deficiency not s aff�in the Property that that its present use may be lawfully continued. The Vendor hereby consents to d an governmental agencies releasing to Purchaser details of all outstanding orders affecting the Property. T'ite Vendor agrees to execute and deliver such further authriZations in this regard as Purchaser may reasonably require in this regard. 7• Provided the title is good and free from all registered restrictions,charges,liens and encumbrances save and except for (a) an registered y gt tered restrictions or covenants that run with the land,provided that such are complied with; (b) any municipal agreements and registered agreements with publicly regulated utilities,providing,such have been complied with or security IIAS been posted to ensure compliance and completion as evidenced by letter from the relevant municipality or utility supplier; and (e) any minor caserrient for the supply of domestic utility or telephone services to the Property or adjacent properties. ' lfwithin the specified ' P d time referred to bi paragraph 6 any valid objection to title or to any outstanding order or deficiency notice and which the Vendor is unable or unwilling to remove,remedy or satisfy and which Purchaser will not waive thi9 Agreement of purchase and Sale notwithstanding any intermediate acts or negotiations ill respect of such objections, shall be at an end and all monies paid ' shall be returned with interest but without deduction by the Vendor to the Purchaser. Save as to any valid objection so trade by such day and except for any abjection going to tlnc root of the title, the Purchaser shall be conclusively deemed ' to have accepted Vendor's title to the property. $• The Purchaser shall be credited towards the Purchase Price with 2ny,which it shall be necessary for the Purchaser to pay.to the Minister oft' if National Revenue in order to satisfy the Purchasers liability in respect of tax payable by the vendor under the non-residenc 1 by reason of this sale. The Purchaser shall not claim of the Income Tar Act delivers on completion the prescribed certificate or tile tutory dthe ati nor stating that the Vendor is not then a non-resident of Canada. 3-22-11 PRI 05,34 PM "UN. CLARINGTON P. �. =AX NO. 623 9282 4 9• 11e Vendor shall deliver on completion evidence of compliance of the transaction with the Family Law Act, R.S.O. 1990.c.F3, as amended. 1�• It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement of Purchase and Sale or the Property ther than the Collateral Agreement and other than as expressed herein in writing. ' 11. 1f this transaction is subject to Goods and Services Tax (G.S.T.), then such tax shall be paid in addition to the Purchase Price. 12. If requested by Purchaser,the Vendor will deliver any sketch or survey of the Property within the Vendor's control to Purchaser as soon as possible and prior to the Requisition Date. If a discharge of any ChargcJMortgage held by a ' corporation incorporated pursuant to the Trust and Loan Companies Act (Canada), Chartered Bank,Trust Company, Credit Union, Caisse Populaire or Insurance Company and which is not to be assumed by the Purchaser can completion, is trot available in registrable form on completion,the Purchaser agrees to accept the Vendor's lawyer's personal undertaking to obtain, out of the closing funds,a discharge in registrable form and to register same on title within a ' reasonable period of time after com ictio the Vendor shall provide to the Purchaser a mortgage tstatement prepared by th on mortgagee setting out the balance required to obtain the discharge,together with a 1 direction executed by the Vendor directing payment to the mortgagee of the amount required to obtain the discharge out of the balance due on completion. ' 13. The Property shall be anti remain until completion of this transaction at the risk of the Vendor. ' 14. This Agreement shall be effective to create an interest in the Property Vendor complies with the subdivision control provisions of the laninglActthe R.S.O. 1990,c.P.13, as amended. 15. A Transfer/Decd of the Property steal be prepared in registrable form at the l'expense of the Vendor.eenIf requested TAffidavit, b a th Purchaser, the Vendor covenants that the Transfer/Decd to be delivred on y e completion shall contain the statements contemplated by Subsection So(22) of the Planning Act. ' 10• On the closing of the transaction. the Vendor shall provide to the Purchaser, the Purchaser's form of the following documents: a. Undertaking to Re-adjust b. Section 116 of the Income Tax Act/Family Law Act Affidavit C. De claratiotl of Possession d. Construction Lieu Act Affidavit 17. Any rents. mortgage interest. realty taxes including unmetered public or private utility chargesandnmette edtcostof fueltas and applicable. shall be apportioned and allowed to the day of completion of this transaction. including the day of completion itself to be apportioned to the Purchaser. 18. Time shall in ail respects be of the essence or completing of any matter provided for herein may be extended or abridged by ' an agreement in writing signed by the Vendor and the Purchaser or by their by respective lawyers who may be specifically authorized in that regard. 1 19. This Agreement of Purchase and Sale shall be read with all changes of gender or number required by the context. ' 20. If any notice or other document is required to be or may be given by either party hereto to the other or by any official of the Municipality to 289143 under this Agreement of Purchase and Sale, such notice shall be transmitted by telefax or mailed by prepaid post or delivered to: 289143: 289143 Ontario Limited I7111 Dufferin Street Thornhill, Ontario LQ 2K2 Phone No.: (905) 669-2210 Fax No.: (905) 669-3768 The Municipality: The Corporation of the Municipality of Clarington 40 Temperance Street Bowmanville, Ontario L1C 3A6 1 Attention: Chief Administrative Officer Phone No.: (905) 623-3379 Fax No.: (905) 623-5717 or such other telefax number or address of which either party has notified the other party in writing. Any such notice telefaxed or mailed or delivered shall be ' deemed good and sufficient notice under the terms of this Agreement and if telefaxed or delivered prior to 4:30 p.m. on any business day(excluding Saturdays, Sundays and statutory holidays) shall be deemed to have been received at the time of delivery or transmission and if mailed by pre-paid registered mail it shall be deemed to have been received on the third business day (excluding Saturdays, Sundays and statutory holidays) following the mailing thereof. 1 Notwithstanding the foregoing, in the event that it may be reasonably anticipated that due to Force Majeure any notice will not be received within the time limit set out above, then such notice shall be sent by an alternate means of transportation SUN-22-01 FRI 05,?5 FM "UN. uF CLARINGTON P. �, =aX N0. 5 023 0282 which is may reasonably be anticipated will cause the notice to be received reasonably cxpcditiously by the addressee. zl• This Agreement and everything be binding upon the par heto and their contained spective heirs, executors, benefit of and administrators, successors and permitted;assigns. ' 1 IN WITNESS w �!llEREO), the parties hereto have hereunto set their hands and scats the day and year first alcove written and the parties Hereto have hereunto affixed their 1 corporate seals by 1.118 hands of their proper officers duly authorized in that behalf. THE CORPORATION OF THF. MUNICIPALI OF CLARINGTON John M tbn, ayor Paul cipal Clerk 280,_have RIO I, , Pc e a it to b ind the rporation Per: ACKNOWLEDGEMENT AND DIRECTION Page 1 of 1 TO: Neill J. Kalvin ' {insert lawyer's name} AND TO: ROBINS, APPLEBY&TAUB 1 {insert Firm name if applicable} RE: Part of Lot 33 and Part of the Road Allowance between Lots 32 and 33, Concession 1, all designated as Part 2, Plan 40R-18053, Municipality of Clarington (formerly Township of Darlington) Regional Municipality of Durham {insert brief description of transaction} ' This will confirm that: • I/we have reviewed the information set out below, and that this information is accurate; ' • You are authorized and directed to register electronically on my behalf the document(s) described in this Acknowledgement and Direction as well as any other document(s) required to complete the transaction described above; • You are authorized and directed to enter into an escrow closing arrangement substantially in the form attached hereto as Schedule"A"and I/we acknowledge that I/we shall be bound by the terms of that Agreement. • The effect of the electronic documents described in this Acknowledgement and Direction has been fully explained to me/us and Itwe understand that Itwe are parties to and bound by the terms and provisions of these electronic document(s)to the same extent as if 1/we had signed these documents; and • I/we are in fact parties named in the electronic documents described in this Acknowledgement and Direction and I/we have not misrepresented our identities to you. DESCRIPTION OF TRANSFER(for the Transferee(s)): Properties PIN 26939 - 0011 LT Estate/Qualifier Fee Simple Lt Conversion Qualified Redescription Description PT LT 33 CON 1 DARLINGTON; PT RDAL BTN LTS 32&33 CON 1 DARLINGTON PT 2, 40R-18053; S/T INTEREST OF MUNICIPALITY; CLARINGTON Address CLARINGTON 1 Transferors) Name 289143 ONTARIO LIMITED Transferee(s) Capacity Share Name THE CORPORATION OF THE MUNICIPALITY OF Beneficial Owner CLARINGTON Consideration $ 1,350,000.00 Clarin ton 4th June 20 Dated at 9 this day of 02 THE CORPO T N OF TH MUNICIPALITY OF CLARINGTON ' Witness: (as to all signatures, if applicable) Per: Joh *Mo Per: P t - Municipal Clerk We have authority to bind the Corporation �FIDAVIT OF RESIDENCE AND OF VALUE OF THE CONSIDERATION he matter of the conveyance of: 26939- 0011 PT LT 33 CON 1 DARLINGTON; PT RDAL BTN LTS 32& 33 CON 1 DARLINGTON; PT 2 40R-18053; S/T INTEREST OF MUNICIPALITY; CLARINGTON 289143 ONTARIO LIMITED TO: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Beneficial Owner %(all PINS) ALIKE OATH AND SAY THAT: 1. For NEILL J. KALVIN ' lam (-i (a)A person in trust for whom the land conveyed in the above-described conveyance is being conveyed; (b)A trustee named in the above-described conveyance to whom the land is being conveyed; (c)A transferee named in the above-described conveyance; ✓' (d)The authorized agent or solicitor acting in this transaction for THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON described in paragraph(s) (c)above. (e)The President,Vice-President, Manager, Secretary, Director,or Treasurer authorized to act for described in paragraph(s) U above. ' _J (f)A transferee described in paragraph O and am making this affidavit on my own behalf and on behalf of who is my spouse described in paragraph U and as such, I have personal knowledge of the facts herein deposed to. (g)A transferee described in paragraph()and am making this affidavit on my own behalf and on behalf of who is my same-sex partner described above in paragraph(s)U. (IF CONSIDERATION EXCEEDS$400,000) 1 have read and considered the definition of"single family residence"set out in subsection 1(1) of the Act. If apportionment is claimed pursuant to subsection 2(2)of the Act, submission is to be made directly to the Ministry or Finance and the land conveyed in the above-described conveyance: contains at least one and not more than two single family residences. V7'11, does not contain a single family residence. contains more than two single family residences T7 The total consideration for this transaction is allocated as follows: (a)Monies paid or to be paid in cash 1,350,000.00 (b)Mortgages (i)assumed(show principal and interest to be credited against purchase price) 0.00 (ii)Given Back to Vendor 0.00 (c)Property transferred in exchange(detail below) 0.00 1 (d) Securities transferred to the value of(detail below) 0.00 (e) Liens, legacies, annuities and maintenance charges to which transfer is subject 0.00 (f)Other valuable consideration subject to land transfer tax(detail below) 0.00 (g)Value of land, building,fixtures and goodwill subject to land transfer tax(total of(a)to(f)) 1,350,000.00 (h)VALUE OF ALL CHATTELS-items of tangible personal property 0.00 ' (i)Other considerations for transaction not included in (g)or(h)above 0.00 (j)Total consideration 1,350,000.00 PROPERTY Information Record A. Nature of Instrument: Transfer LRO 40 Registration No. Date: B. Property(s): PIN 26939-0011 Address CLARINGTON Assessment 1817010-07002520 ' Roll No C.Address for Service: 40 Temperance Street Bowmanville, Ontario L1 C 3A6 ' D. (i) Last Conveyance(s): PIN 26939 -0011 Registration No. (ii) Legal Description for Property Conveyed : Same as in last conveyance? Yes i_,' No Not known E.Transferee(s)'s Solicitor: Audrey Wanda Weaver 2500-130 Adelaide Toronto M5V 2M2 1 JUN 04 2222 09:42 FR ROBINS APPLEBY TAUS 416 e68 0306 1 o16n01 @0463=9057 P.05/06 ;un a 2CC2 1.4:31 P.C3 1 . 1 ao+FuMEMr Rr,r;�srttn�lolN��.RfHT eErweer; ltotiMs. sN"faev Z TAUa (herainaftsr m4erred to as the 'PurohaaWs SaWtor-) 1 AMD: LITOwIT;PWff L8 !SgAIN (Netinefter mWred to to the Ntndoes seGeitar') 1 RL TlilmCORPORATWN WTHEMUNI PALITY OFCLAAiNGTiW hhe-Purehaue)pureftMfrom 289143 ONTANG UNMIM (the WaMor') of Dart Lot 39, C&weasi6n 1 k4my Prt 2, Plan 053 4Cf,18 ,Munlichmiky of Ctarington(tfie"Property-)pursuant to an ADnstment or rurohase and Sale dated June 29, 2001 , as amended from time to time, it applieabl* (the *ftrahat 1 A,eement°l, scheduled to be comalated on June 7. 2802 tthe 'dosing gate-) FOR DOW AND VALUMLE CONSDEiU MN lthe.reca6pt and sufficlene:y of whieh is hereby e*nwefy aeknowledgedl, th! pertly hsrero hereby undertake and agree as follows: 1 Welding 1. The V6WOr'a We=and the Purchawr'a Soilcitor shall hold all funds Defiveries and eloaing do=mwtation exchanged between them(the'Aequ%tf Deli%metr'1 In Emow in escrow, and 8halii not rala" or othrfrwiae deal with 601M t1XCdpt in accordance with the terms of this Agreemafm Born the Vendor's Soilcitvr art4 the rurchscart WClW have beet eutherized by their respeetwe pilpn*t0 eater into twi agreement. Advising of 2. Each of the parties hereto 0911 MOO Concerns with possible follow' their f 1 other sa teen as hmoes reasonably a$ mS zspect7vr; receipt of the iteduistt! DslhreRiea ley 1 0elivertes 2ppllcable)of any defeti(s)wlth respept to tame. 8alectinp 3. The Purchaser's Sollehw than be responsible for the reomgtfon of the Solicitor E%etronie Ooeumem (q 4ftinafter defined uMt*a the box set out below Relpormibk for indicating that the Vendor's Soliciwr will be rtrsperWbis for such rspistratft has Registration been ervackw.For me purposes of this AgraM OAtr the solicitor n1l6l) eltgo for such regisU"an shell be referred to es the-Registering Solicitor-and the other svgckor ahafl be Warred to as the 'Non4hglstartn0 gal;6Wv; 1 Vandaet 501W"r wW be registering he Electrorvc � bee urnanm Rteoper Whility of 4. The NOOAGONW09 89)ichor shell, Yvon hi Jher rwelpt and approval of Non-ftg'rstsring the Requisite taalivarles(aa appliicablal,*Wcvwledy release far r#&VlooA tits 3oGcitor Oaetrenie DeetrMleM artd M411 therdatter be entitled to reteess the fiaquWte 08"66"from eaomw fonlhwtth folrowN the earner of: 1 a) the reaelpt from the Registering Sollaltor of notiee a,th registration particulars Of the 19MM ie DebRtNt1*Ift:of fr 1 b) the closing drere specified in the Pum Aase wSraer W" utgoft e spedfic titre h"been Inserted as follows ,c� &M./P.M.on the Cloning Date) {the 'Release Deaftnw% am Would" Ihss 1 nft t endear paragraph B below has not been received. If I* fwrehMe Agreement does not specify s closing tune u1Q a Release Deadline has riot �Nth gw6flcally imnnad the Reigns Deadline shall b! 6.00 p.m. on the Closing DM. 1 JUN 04 '02 10:3? PPOE.03 ' J-N 04 2002 09:4e PR POB:NG PPPL..6BY TAL;B 416 868 033OG T9 616z*100463=9057 P.OG/26 Resoo:tiObility of S. Theo Registering SoliCitor shell, subiW to paragraph 6 bNpW, On the Ragirtwinq Closing Dane,folleWIN hi;Jher reeeipt and tapprovar of the %quiaita Oblivefies selieieor (as appllcabiel, register the documents fisted in 5chadule 'A' annexed hereto ' frCfWod tO in Ok a9re•rnent 24 MO"Eleettereia Doaurnents-1 in the$tet®d order vt prior4i'y therOn ass out,=soon as ranaonanty pessiblt once same have been mrre4 for registration by the Nom peaistwina qa ie tar, and inxnaditteiy thereafter ft" tW Non-Regiatering Solieitw of the moittration pertieul#rs thereof ey tekwhone or tnfefax for ather method as landed botwaen the pefthm), whcreupon flea Non-Regmtar'mg Solicitor and the Registering Sollefbr shah be entitled to forthwith release the Requlaite Oefiwriee from oterew. ' Ratumin9 s• Any of the parties hereto may, prior to the Release OeadSne, notify the Dellverias where other party that 6*1#1,4 4ost•not with eo praesed with the mgiettetlani of On Non-registtadon Electronic Documents. end prvwded that such notice is roosived by the ' P49j$ ing 300tar before the registration of the NectPanle Decu frents, then each of the portlas hereto shall forthwith return to the other party thew respective Requistw De iverlso. ' CountorpmM 7. This agreement miry be signed in countaparta.and shat be read with oil &Gtindtt changes of gender ■ndlor number as may be reouired by the context. Purehw@ $. Northing contained In Zhiis agroament shall be read of eonstmd u Agreement altering the respective rights wd 6bligati0ns of the Purchaser and ft Vander as prevails it more particularly set out in the Purchase Agreemenm and in the event of env C66flict or �confriet or incenWwwoy between the provisions of thio agreement and the Inconsistency purchase Aaroernern, then the latter shall prevail. ' Tohf"" 9. T?114 fgr"mrlt (of any aounterpart hereall, and any of the closing Daliveries documents haroinbefore contampleted, may be exenanaed by uhihx or similar &Prodiding romm rapreduainp IN prlgir 41, ProwdMd tot all such deoumertt:a haws been 1 Originals if nroptfiv execAed by the aoproodate parties. The party transmitting any such Requa Od docurnent(sl shall taro provide the original executed v"Gnls) of am @ to the recipient within 2 business days after the Closing Dais,uniea the redptent has indicated that he/she does not require such original copiso. r 4 #// ' Dated thoth day June, 2082. oaoed this day of June, 2002 Mme/Firm MM of VenWs SolioWr Nalme/finn Naree of Purehaaw'a ' Solicitor L�eeMfirs Retch i Bhain 8e6bn,Applebr>ir Taub t0O al x'"6411,SUiea 200 110 Mamide arm Waal.&Aft 2600 l� hilt, O Omb L48 1.13 T""G.OMRft flASN 2N2 t of Person Signing Name of Pe Nei l l a I ra N*ft T"Y ff" !of Nra De�rt ll�tmr,Aviv nenr west MS Jedst LSMC240 on Eteamvre a RMverAw of 17da DaeaaWrs on AAb� SgMVLE 'A' ' TransferMeed of Land ' ftt the WO&M Of this Aar"mient, VW MM 'repiatMicn' MSS m on the lobAnos of r � ' rwroberls) in retsoact of the etoatrenie Deeum*,Vs by ft approor m lend Edit"p�ioe. JUN B3.'82 15 r M 9�1'3I M�7GE.. ' JUN 04 '02 10:39 PRGE.04 ' LRO#40 Transfer Receipted as DR81970 on 2002 06 07 at 11:04 The applicant(s)hereby applies to.the Land Registrar. yyyy mm dd Page 1 of 1 Properties PIN 26939 - 0011 LT Estate/Qualifier Fee Simple Lt Conversion Qualified T Split Description PT LT 33 CON 1 DARLINGTON; PT RDAL BTN LTS 32&33 CON 1 DARLINGTON; PT 2 40R-18053; S/T INTEREST OF MUNICIPALITY; CLARINGTON ' Address CLARINGTON Consideration Consideration $ 1,350,000.00 ' Transferor(s) The transferor(s)hereby transfers the land to the transferee(s). Name 289143 ONTARIO LIMITED Address for Service 7111 Dufferin Street ' Thornhill, Ontario L4J 2K2 1, MICHAEL FREEDMAN, have the authority to bind the corporation. ' This document is not authorized under Power of Attorney by this party. ' [Transferee(s) Capacity Share ' Name THE CORPORATION OF THE MUNICIPALITY OF Beneficial Owner CLARINGTON Address for Service 40 Temperance Street ' Bowmanville, Ontario L1C 3A6 ' Signed By Sharon Elizabeth Matteer 100 Mural Street#200 acting for Transferor(s) Signed 2002 06 07 Richmond Hill 1-46 1J3 ' Tel 9057316622 Fax 9057316986 Audrey Wanda Weaver 2500-130 Adelaide acting for Transferee(s) Signed 2002 06 03 Toronto M5V 2M2 Tel 416-868-1080 Fax 4168680306 ' Submitted By ' ROBINS,APPLEBY&TAUB 2500-130 Adelaide 2002 06 07 Toronto M5V 2M2 Tel 416-868-1080 ' Fax 4168680306 ' Fees/Taxes/Payment Statutory Registration Fee $60.00 tLand Transfer Tax $18,725.00 Total Paid $18,785.00 AFFIDAVIT OF RESIDENCE AND OF VALUE OF THE CONSIDERATION ' In the matter of the conveyance of: 26939- 0011 PT LT 33 CON 1 DARLINGTON; PT RDAL BTN LTS 32&33 CON 1 DARLINGTON; PT 2 40R-18053; S/T INTEREST OF MUNICIPALITY; CLARINGTON BY: 289143 ONTARIO LIMITED TO: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Beneficial Owner %(all PINs) MAKE OATH AND SAY THAT: 1. For NEILL J. KALVIN ' lam (a)A person in trust for whom the land conveyed in the above-described conveyance is being conveyed; (b)A trustee named in the above-described conveyance to whom the land is being conveyed; ' (c)A transferee named in the above-described conveyance; W-1 (d)The authorized agent or solicitor acting in this transaction for THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON described in paragraph(s)(c)above. ' (e)The President,Vice-President, Manager, Secretary, Director, or Treasurer authorized to act for described in paragraph(s)U above. (f)A transferee described in paragraph O and am making this affidavit on my own behalf and on behalf of ' who is my spouse described in paragraph U and as such, I have personal knowledge of the facts herein deposed to. (g)A transferee described in paragraph ()and am making this affidavit on my own behalf and on behalf of who is my same-sex partner described above in paragraph(s)U. ' 2. (IF CONSIDERATION EXCEEDS$400,000) 1 have read and considered the definition of"single family residence"set out in subsection 1(1) of the Act. If apportionment is claimed pursuant to subsection 2(2)of the Act, submission is to be made directly to the Ministry or Finance and the land conveyed in the above-described conveyance: ' contains at least one and not more than two single family residences. �J does not contain a single family residence. contains more than two single family residences '3. The total consideration for this transaction is allocated as follows: (a)Monies paid or to be paid in cash 1,350,000.00 ' (b) Mortgages (i)assumed(show principal and interest to be credited against purchase price) 0.00 (ii)Given Back to Vendor 0.00 (c) Property transferred in exchange(detail below) 0.00 ' (d)Securities transferred to the value of(detail below) 0.00 (e)Liens, legacies,annuities and maintenance charges to which transfer is subject 0.00 (f)Other valuable consideration subject to land transfer tax(detail below) 0.00 ' (g)Value of land, building,fixtures and goodwill subject to land transfer tax(total of(a)to(f)) 1,350,000.00 (h)VALUE OF ALL CHATTELS-items of tangible personal property 0.00 (i)Other considerations for transaction not included in(g)or(h)above 0.00 (j)Total consideration 1,350,000.00 PROPERTY Information Record A. Nature of Instrument: Transfer ' LRO 40 Registration No. DR81970 Date: 2002/06/07 B. Property(s): PIN 26939-0011 Address CLARINGTON Assessment 1817010-07002520 ' Roll No C.Address for Service: 40 Temperance Street Bowmanville,Ontario L1C 3A6 ' D. (i) Last Conveyance(s): PIN 26939 -0011 Registration No. N67888 (ii) Legal Description for Property Conveyed: Same as in last conveyance? Yes D No 0 Not known L E.Transferee(s)'s Solicitor: Audrey Wanda Weaver ' 2500-130 Adelaide Toronto M5V 2M2 STATEMENT OF ADJUSTMENTS Adjusted as of June 7, 2002 RE: 289143 ONTARIO LIMITED sale to THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Part Lot 33, Concession 1 being Part 2 Plan 40R-18053 Municipality of Clarington ' CREDIT CREDIT PURCHASER VENDOR SALE PRICE $1 ,350,000.00 ' DEPOSIT $ 20,000.00 ' REALTY TAXES To be readjusted upon separate assessment ' BALANCE DUE ON CLOSING 1,330,000.00 (payable in accordance with direction) ' $1 ,350,000.00 $1 ,350,000.00 ' E. & O. E. sm June 3, 2002 s ' DIRECTION TO: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON AND TO: ROBINS, APPLEBY & TAUB, its solicitors herein ' RE: 289143 ONTARIO LIMITED sale to THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Part Lot 33, Concession 1 being Part 2 Plan 40R-18053 Municipality of Clarington ' YOU ARE HEREBY AUTHORIZED AND DIRECTED to make the proceeds of the above transaction payable to LITOWITZ PETTLE & SHAIN, In Trust, or to whomsoever in ' writing they may direct, and this shall be your good and sufficient authority for so doing. ' DATED at Vaughan this 5th T" day of June, 2002. 289143 ONTARIO LIMITED ' Per: Michael Freedman, A.S.O. I have authority to bind the Corporation LITOWITZ PETTLE Fax:9057316986 Jun 5 2002 7:33 P.02 ' QIRECT10N TO: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON ' AND TO: ROBINS, APPLEBY & TAUB, its solicitors herein RE: 289143 ONTARIO LIMITED sale to THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Part Lot 33, Concession 1 being Part 2 Plan 40R-18053 IMunicipality of Clarington YOU ARE HEREBY further authorized and directed to make the proceeds of the above ' transaction payable as follows: Litowitz Pettle & Shain, in trust $ 1,819.00 ' Treasurer, Municipality of Clarington 2,950.72 289143 Ontario Limited 1,325.230.28 ' $19330,000.00 DATED at Richmond Hill this 4" day of June, 2002. LI WIT PETTLE & SHAIN r: 1 ' JUN 05 '02 08:34 9057316986 PAGE.02 i UN-u4-u2 I uE i L,uj t'i; ,1uN ur uLnm i N6 i uN r NA ;vu. 3 i0_o234 i o9 r. 62 102 Lending t TIFICATE OF TREASURER #8182 ' MUNICIPAL ACT, R.S.O. 1980,C.302, SS 408(3)AS AMENDED REQUESTED BY: ASSESSED OWNER: ' ROBINS APPLEBY&TAUB 289143 ONTARIO LIMITED BARRISTERS&SOLICITOR 7115 DUFFERIN ST 130 ADELAIDE ST W,STE 2500 THORNHILL ON ' TORONTO ONT L4J 2K2 M415H 2M2 F, RE . CLARINGTON PURCHAS ' ROLL#i 18-17-010-070-02540-0000 OUTSTANDING AMOUNTS: PROPERTY DESC.: ' CON 1 PT LOT 33 YEAR PRINCIPAL INTEREST OTHER TOTAL AND PT ROAD ALLOWANCE 2002 889.18 33.34 .00 922.52 BETWEEN LOT 32,33 2001 1,778.35 249.85 .00 2,028.201 ' NOW RP 108358 PART 4,5 2000 .00 .00 .00 42.59AC PRIOR .00 00 .00 .00 100 AMOUNT OUTSTANDING ' 2002 TAXES: 889.18 LOC. IMP.: .00 ==> 2,950.72 2001 TAXES: 1,778.35 FUTURE INSTALLMENTS =__> .00 11 POST-DATED PAYMENTS .00 -._ .._..... — _.....___ THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON ' I hereby certify that the above statement shows all arrears of taxes t against Regular tax installment due dates are 9 he above(ands. ' INTERIM FEB 28,2002 AND APRIL 25,2002 FINAL TENTATIVELY JULY 2002 AND SEPT 2002 NOTE: Interest has been calculated to the end of the month in which this certificate is ' issued. If payment Is not made before the end of the month,further interest will be added .at-the rate of 1.25% per month. tFEE: $ 80.00 Maureen Wiles-Frost Tax Collector 1 ' CORPORATION OF THE MUNICIPALITY OF CLARINGTON 40 TEMPERANCE STREET, BOWMANVILLE,. ONTARIO L1C 3A6 T (905) 623-3379 JUN 04 102 12:11 9056234169 PAGE.02 t ' 4�i�1fiiQ1�.'StgQ88 .r rV. { of ai ii rse. '' chegUr omount $i..'�Sawm. lI Dan,* lJU*' 'otal €325 $2.950 if Caro of Mtjht 1aringlon P/ .2M43 O►t?�rfo rte;yw imp s ° 1Oe Document General Do Process Software Lid. • (416)322-6111 D �� of Ontario Form 4—Land Registration Reform Act 7105 (1)Registry 191 Land Titles ❑ (2) Page 1 of �•� pag (3)Property Block Property Identifiers) Additional: ❑ See Schedule (4)Nature of Document OPTION AGREEMENT (5)Consideration '--4 - TWO Dollars$ 2.00 (6)Description .--+ ~-�; Part of Lot 33 and Part of the Road Allowance between Lots 32 and 33, U") C: Concession 1,Geographic Township of Darlington, cm Municipality of Clarington,Regional Municipality of Durham o ,esignated as Part 2 on Plan 4OR-18053 co New Property Warmers v Additional: Schedule ❑ Executions (7) This (a)Redescdption (b)Schedule for Additional: Document New Easement Additional Schedule ❑ Contains: Plan/Sketch ❑ Description ❑ Parties ❑ Other (6)This Document provides as follows: See Option Agreement attached. Continued on Schedule ❑ 6)This Document relates to instrument number(s) (10)Party(les) (Set out Status or Interest) Name(s) Signature(s) Date of Signature Y M D HE..5?U.QRA.TI.ON.QF.T .M-UNICIIPA`LI.TY-------------- -----------------�-r�....� �.'� �--- 998 OF CLARINGTON by its solicitor Nicholas T. Macos ------------------------•-----•---------.............................---------•--...---•--•--........•--.......... ...............----•-......-•-•----•-............---••----••----•••--••--•----••-:-••--•••----- -•---- .....--••---------•...................•---------................-----•------------.......................------ •---•..................-------••••-------•---•--•....-•-•-----•----•.......---... ---------------4 -- -t .•... (11) for o Service 40 Temperance Street, Bowmanville, Ontario, L I C 2A6 12)Party(ies) (Set out Status or Interest) Name(s) Signature(s) Date of Signature Y M D -----------------------•-•--..............---••-----------•--•-----•-----•---......-•-••...•-°•---........•---•--- ......-----•--•••••-••.....-----------.......-••..................----...........!--------------------------•-- .......-----°..............•------•--°.....-••-•--•°••-°°•-••°•-........•••--...............-••°••----°•-.. ....°••••----°..................•••..°..................•.....•........--°-° ...............I........:....... ....................................°--•-•--------°----------••----•-•----°......------........-•---.....-----•. °--------•-•-•••---••-•--........••----•--•-••--•--••------...•----•----•-••---•........................------- (13) Address for Service {,'4)Municipal Address of Property (15)Document Prepared by: J Fees and T b: p Registration Fee Nicholas T. Macos w Barrister& Solicitor :3 130 Adelaide Street West W_ Suite 2500 Toronto,Ontario ° M5H 2M2 0 Total Document prepared using The Conveyancer ' OPTION AGREEMENT ' THIS AGREEMENT made as of the 31st day of March, 1998. ' BETWEEN: ' THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON (hereinafter called the "Purchaser") OF THE FIRST PART - and- , 289143 ONTARIO LIMITED (hereinafter called "Vendor") OF THE SECOND PART ' NOW THEREFORE WITNESSETH THAT in consideration of the premises and the covenants hereinafter expressed,and the sum of two($2.00)dollars of lawful money of Canada, ' now paid by each Party to the other(the receipt whereof by each Party is hereby acknowledged), the Parties hereto covenant and agree to and with each other as follows: 1. SECTION 1 - DEFINITIONS AND SCHEDULES 1.01 Definitions In this Agreement the following terms shall have the following meanings unless the ' context shall otherwise require: "Agreement" or "this Agreement" means this Option Agreement and the agreement of purchase and sale arising from the exercise of the Option by the Purchaser; "Authority" means any governmental agency, board, branch, bureau, department or other government authority whether federal,provincial, regional or municipal having or claiming jurisdiction over the Property or any part thereof; "Business Day" means any day of the week, excluding Saturday, Sunday and federal and ' provincial statutory holidays, on which the Land Registry Office is open;, � 3 Option Agreement Page ' "Closing" or "Closing Date" means a Business Day designated by the Purchaser as the ' Closing Date in the written notice given to the Vendor exercising the Option unless the parties otherwise agree in writing, such date shall be a date no later than 90 Business Days ' and no less than 50 Business Days from the date that the Purchaser exercises the option; "FMV" means the fair market value of the Property determined as of the Valuation Date; "Land Registry Office" means the Land Registry Office for Durham(No. 40) ' "Municipal Act" means the Municipal Act, R.S.O. 1990 c.M.45 as amended or replaced from time to time. "Municipal Arbitration Act" means the Municipal Arbitration Act, R.S.O. 1990 c.M.48 ' as amended or replaced from time to time. Official Arbitrator meaning has the meang assigne d to it by the Municipal Arbitration Act. w purchase the Pr to the V th "Option" means the option to purr a operiy granted by Vendor to a Purchaser pursuant to Section 2; ' "Option Period" means the period of time for the exercise of the Option provided for in Section 2.02; "Person" includes any individual, partnership, trustee, trust, unincorporated association, corporation, firm, body corporate,joint venture association or syndicate; "Planning Act" means the Planning Act,R.S.O. 1990 c.P.13 as amended or replaced from ' time to time. "Property" means the lands and premises more particularly described in Schedule "A-I" hereto. "Purchase Price" means the purchase price to be paid to the Vendor pursuant to Section 3. y* "Regional Official Plan Amendment" has the meaning assigned to it in Section 2.02 of =' this Agreement. 1 Option Agreement Page ' "Valuation Date" means the day on which notice of the exercise of the Option i p s received by the Vendor. ' "Vendor's Land" means the land and premises described in Schedule "A" to this Agreement. 1.02 Schedules ' The schedules to this Agreement are as follows and form part of this Agreement as if the information contained therein was contained in the body of this Agreement: Schedule "A" - "Vendor's Land" Schedule "A-I" - "Property" Schedule "B" - "Regional Official Plan Amendment" Schedule "C" "Provisions of Clarington Official Plan Applicable to ' „ Vendor's Land" Schedule D" „- Permitted Encumbrances" 2. SECTION 2 -THE OPTION 2.01 Grant of Option Conditional on the "Regional Official Plan Amendment" (as hereafter defined) and the provisions of the Purchaser's Proposed Official Plan which conform with the Regional Official Plan Amendment coming into force under the Planning Act, the Vendor hereby grants to the Purchaser the sole and exclusive option (the "Option"), irrevocable within the Option Period, to purchase the Property for the Purchase Price. ' 2.02 Option Period ' The Option shall be open for exercise by the Purchaser for a period of fifteen (15) years following the later of(1)the day on which an amendment to the Official Plan of the Regional ' Municipality of Durham substantially with the content of proposed Amendment No. 18 of the aforesaid Official Plan (the Regional Official Plan Amendment ) (a copy of which is contained in ' Schedule"B"hereto), and(2)the day on which the provisions of the Purchaser's proposed Official Plan applicable to the Vendor's Land (a copy of which provisions is contained in Schedule "C" ' hereto) and which conform with the Regional Official Plan Amendment, comes into force. Option Agreement Page g 1 The Option shall be exercised cased by the delivery by the Purchaser to the Vendor of a ' written notice exercising the Option within the time limited in this Section for the exercise of the Option. 2.03 Exercise of Option If the Purchaser shall exercise the Option, this Agreement and the written notice evidencing the exercise of the Option shall become a binding agreement of purchase and sale 1 between the Parties and the same shall be completed upon the terms set out in this Agreement. 2.04 No Exercise of Opt'on If the Purchaser shall fail to exercise or refrain from exercising the Option within the Option Period, this Agreement shall be null and void and no longer binding upon the parties. If this Agreement or a Notice thereof is requested on title, and the Purchaser fails to or refrains from exercising the Option within the Option Period,the Purchaser will execute a document prepared by ' the Vendor at the Vendor's expense to remove the Agreement or Notice thereof from title. 3. SECTION 3 -PURCHASE OF PROPERTY ' 3.01 Purchase Price If the Purchaser exercises the Option,the Purchaser agrees to purchase the Property and the Vendor agrees to sell the Property for a Purchase Price of an amount agreed to by the parties within ten (10) Business Days of the Valuation Date or as determined by the procedure set out in Section 9. The Purchaser shall pay the balance of the Purchase Price to the Vendor on Closing ' subject to the adjustments provided for in Article 8. 4. SECTION 4 - PURCHASER'S ACCESS 4.01 Purchaser's Access to Pro eeM The Vendor agrees to allow the Purchaser and the Purchaser's authorized ' representative access to the Property from time to time during the Option Period upon reasonable prior written notice to the Vendor and hereby authorizes the Purchaser to carry out,at the Purchaser's expense,such reasonable tests and inspections as the Purchaser or its authorized representatives may deem reasonably necessary provided that (i) such inspections shall not unduly interfere with the ' Vendor and(ii) the Purchaser shall promptly repair any resulting property damage. The Purchaser �,� agrees to promptly advise the Vendor of the results of any such tests and inspections. Option Agreement Page 4 5• SECTION 5 - COVENANTS, W A NTI . AND F FSENTATIONS 5.01 Vendors Covenants The Vendor covenants,represents and warrants with the Purchaser that: (a) The Vendor is the registered and beneficial owner of the Property. ' (b) if the Purchaser shall exercise the Option the Vendor shall pay and discharge, either before or on Closing, all liens, charges, special levies, local improvements or other jencumbrances or restrictions or easements whatsoever affecting the Property with the exception of the Permitted Encumbrances set out in Schedule "D" hereto; (c) the Vendor is not a non-resident of Canada within the meaning and intended purpose of Section 116 of the Income Tax Act(Canada); (d) the Vendor is not aware of any adverse soil conditions with respect to the Property and, without limitation, the Vendor is not aware that (i) any underground storage tanks are located on the Property, and(ii)the Property has ever been used as a land ' fill site or to store, either above or below ground, toxic wastes, gasoline, oil or hazardous substances or other contaminants (as the term is defined in the Environmental Protection Act, R.S.O. 1990 c.E.19). For the purposes of this subparagraph, a "hazardous substance" includes, but is not limited. to, any contaminants, pollutants, dangerous substances, liquid wastes, industrial wastes, hauled liquid wastes, toxic substances, hazardous wastes, hazardous materials, or hazardous substances as defined in or pursuant to any statute or law or any regulation promulgated thereunder or pursuant to an applicable order, decision or the like rendered by any Authority; and ' e prior to Closing( ) p g th e Vendor shall cause to be deposited a reference plan of survey in the Land Registry Office delineating the Property. 6. SECTION 6 - CLOSING AND CLOSING DOCUMENTS ' 6.01 Closing This transaction of purchase and sale shall be completed on the Closing Date at 10:00 =' a.m. at the Land Registry Office or at such other time and place as may be agreed upon in writing Option Agreement Page g ' by the Parties or their respective solicitors. On Closing,the Vendor shall deliver vacant possession ' of the Property. 6.02 Registration Costs The cost of registering the conveyance of title to the Property shall be at the ' Purchaser's expense. Each party shall pay the fees of its own solicitor. ' 6.03 Closing Documents If the Purchaser shall exercise the Option the Vendor agrees to deliver the following documents and assurances to the Purchaser on or before Closing: (a) a registrable conveyance of the Property and the Vendor covenants and agrees that 1 such conveyance shall contain the statements contemplated by paragraph 50(22)(b) of the Planning Act, R.S.O. c.P.13,as amended. (b) a Statutory Declaration of a senior officer of the Vendor having personal knowledge of the facts declared wherein he declares(i)as to the Vendor's possession and use of the Property to Closing, (ii)that to the best of his knowledge and belief the Vendor's ' representations,warranties, covenants and agreements contained in this Agreement are true and effective at Closing save as disclosed in writing by the Vendor to the Purchaser prior to the exercise of the Option, and (iii) such further matters as the Purchaser shall reasonably require including a declaration that the Vendor is not a ' non-resident of Canada within the meaning and intended purpose of Section 116 of the Income Tax Act,(Canada). If,however,the Vendor's warranty and representation ' in section 5.01(c) cannot be rendered current to Closing, the Vendor shall deliver a Certificate of Compliance to the Purchaser in the amount of the Purchase Price issued by the Department of National Revenue, Taxation, pursuant to Section 116 of the ' Income Tax Act(Canada); 1 (c) a Certificate of the Vendor that, save as disclosed in writing by the Vendor to the Purchaser prior to the exercise of the Option, (i) the warranties and representations 1 of the Vendor contained in Section 5 are true and effective as if made at Closing, (ii) it acknowledges that the Purchaser relied upon such warranties and representations ' (except to the extent that the information contained therein changed and was,reported lr�t to the Purchaser by the Vendor prior to the exercise of the Option) in completing this transaction, and (iii) such warranties and representations as so changed shall not merge on but shall survive the Closing; Option Agreement Page S (d) a Statement of Adjustment in duplicate prepared in accordance with Section 8• and (e) such further documents certificates and other information as may be reasonably required by the Purchaser or the Purchaser's solicitors, or as may be required under the laws of the Province of Ontario. 7. SECTION 7-TITLE 7.01 Title Examination Period The Purchaser is to be allowed until thirty (30) days prior to Closing in which to examine the Vendor's title to the Property at its own expense and if within that time any valid objection to title is made in writing to the Vendor which the Vendor shall be unable to remove, remedy or satisfy and which the Purchaser will not waive, this Agreement, notwithstanding any intermediate acts or negotiations with respect to such objections, shall be null and void and neither ' party shall have any further rights or obligations hereunder. 7.02 Good and Marketable Title On Closing the Vendor's title to the Property shall be a good and marketable title in ' fee simple free from all liens, charges, local rates, agreements, easements, rights-of-way, encumbrances,encroachments,restrictions and interests whatsoever except Permitted Encumbrances iset out in Schedule "D" hereto. Save as to any valid objection so made within the time limited by paragraph 7.01 for making valid objections to title,except for any objection going to the root of the ' title the Purchaser shall be exclusively deemed to have accepted the title of the Vendor to the Property. The Purchaser shall not call for the production of any title deed, abstract of title or other ' evidence of title other than such as may be in the Vendor's possession or under its control. 7.03 Compliance with Planning Act ' Provided that this Agreement shall be effective to create an interest in the Property only if the subdivision control provisions of the Planning Act are complied with by the Vendor on ' or before Closing and, if the Purchaser shall exercise the Option the Vendor hereby covenants to proceed diligently,at its expense, to obtain any necessary consent on or before Closing. If requested by the Purchaser, the Vendor covenants and agrees that the Transfer/Deed of Land delivered on Closing shall contain the statements contemplated by the Section 50(22) of the Planning Act. s'` ' Option Agreement Page g 8. SECTION 8 -ADJUSTMENTS 8.01 Adjustments ' Realty taxes, including local improvement rates shall be adjusted as of Closing. ' 9. SECTION 9-DETERMINATION OF FAIR MARKET VALUE ' 9.01 If within 10 Business Days of the Valuation Date the Vendor and the Purchaser cannot agree on FMV,then (a) if an Official Arbitrator has been appointed for the Purchaser and the provisions of the Municipal Arbitration Act apply to determine all questions arising under this ' Agreement then FMV shall be determined in accordance with the requirements and procedures of that Act, or (b) if an Official Arbitrator has not been appointed for the Purchaser and the Municipal Arbitrations Act does not apply to determine questions arising under this Agreement then FMV shall be determined in accordance with the requirements and procedures ' set out in the Municipal Act, or ' (c) if an Official Arbitrator has not been appointed for the Municipality and neither the Municipal Arbitrations Act nor the Municipal Act applies to determine questions arising under this Agreement,then FMV shall be determined in accordance with the provisions of Sections 9.02 to 9.05 inclusive. 9.02 Appointment of Each Partv's Appraiser and the Third Appraiser The Purchaser shall retain forthwith an independent appraiser and shall give notice to the Vendor of the independent appraiser so retained. ' Within fifteen (15) Business Days of receipt of notice from the Purchaser that the Purchaser has retained an independent appraiser, the Vendor may elect to retain an independent appraiser by giving written notice to the Purchaser of the independent appraiser it has retained. ' If the Vendor elects to retain an independent appraiser, the independent appraisers �R designated by the Purchaser and Vendor shall jointly appoint a third independent arbitrator/appraiser within the next following 5 Business Day period(the "Third Appraiser"). The appraisal, or true copies thereof,of each Party's independent appraiser shall be completed and delivered to both Parties ' Option Agreement Page g ' and the Third Appraiser within the 40 Business Day period following the Valuation Date (the ' "Appraisal Period"). If the Vendor shall fail or refrain from appointing an independent appraiser and giving written notice identifying the appointee to the Purchaser within the time required, then the independent appraiser retained by the Purchaser shall be empowered to determine exclusively the FMV and his determination thereof shall be final and binding on the Vendor and the Purchaser and there shall be no appeal therefrom or review thereof. ' If each Party retains its independent appraiser within the time required and gives notice to the other Party within such time identifying his appointee, and the two independent appraisers as so retained cannot agree on the choice of the Third Appraiser within the 5 Business ' Day period next following the Vendor's appointment of its independent appraiser, then the Third Appraiser shall be selected and appointed by a Judge of the Ontario Court(General Division) from a panel of four nominees,two of whom shall be named by the Purchaser,and two of whom shall be named by the Vendor at the end of the 5 Business Day period. Either Party may serve the other with ' a written list of their two nominees on or before the end of the 5 Business Day period,together with their curriculum vitae whereupon the other Party shall reply by serving a written list of its two ' nominees together with their curriculum vitae within 5 Business Days thereafter. The Party first serving the list of nominees on the other shall be entitled to make the application to a Judge of the Ontario Court (General Division), and shall submit a single list of names of the nominees in alphabetical order together with their curriculum vitae without disclosing by which Party they are nominated. If the Party required to reply within such 5 Business Day period as aforesaid fails to do so, the Party who served its list of nominees shall be entitled to make the application to a Judge of the Ontario Court(General Division), submitting only one of its nominees. At any hearing to determine the Third Appraiser, each Party shall be represented by only one ' solicitor or counsel. The Judge's appointment of the Third Appraiser shall be final and binding on the Vendor and Purchaser and there shall be no appeal therefrom or review thereof. The Judge shall ' also have the authority to assess the costs of the appointment of the Third Appraiser against either the Purchaser or the Vendor, but each Party shall otherwise bear its own counsel fees. 9.03 Requirements of Appraiser and App ar isers ' Each Party's independent appraiser, in its appraisal, shall confirm its instructions to y" determine the FMV based upon the standard appraisal methodology then current, of the Appraisal ,, Institute of Canada for similar properties in the Province of Ontario. J4 ' Option Agreement Page 0) Each Party's independent appraiser shall have at least 10 years experience in valuing ' real property in the Province of Ontario,and be a member in good standing of the Appraisal Institute of Canada. The Third Appraiser shall satisfy the same qualifications. 9.04 Determination of FMV ' If the FMV as determined by a Party's independent appraiser is within 5 percent of the FMV as determined by the other Party's independent appraiser then, for the purpose of Section 3.01,the FMV shall be the average of the appraisals of the FMV,which averaged valuation shall be ' final and binding upon the Vendor and the Purchaser and there shall be no appeal therefrom or review thereof. If, however, each Party's independent appraiser's determination of the FMV is not within 5 percent of the other then,subject to a 5 Business Day period following the Appraisal Period in which the Vendor and Purchaser agree to act in good faith to attempt to negotiate the FMV, the Third Appraiser is hereby empowered to review the independent appraisals,and to consult with each Party's independent appraiser, and on the basis of such review and consultation to designate FMV ' within the 10 Business Day period next following the expiry of the Appraisal Period. The Third Appraiser's designation of the FMV shall be final and binding on the Vendor and Purchaser and there shall be no appeal therefrom or review thereof. The FMV designated by the Third Appraiser must fall within the high and low limits of the FMV as determined by each Party's independent appraiser. 9.05 Cost of An raisal The Vendor and the Purchaser agree that each Party shall bear the cost of its own ' independent appraiser, and the cost of the Third Appraiser shall be divided equally between the Vendor and Purchaser(except as determined by a Judge pursuant to Section 9.02). 10. SECTION 10 -GENERAL 10.01 Time of the Essence ' Time shall in all respects be of the essence of this Agreement provided that the time for doing or completing of any matter provided for in this Agreement may be extended or abridged ' by an agreement in writing signed together or in counterpart by the Vendor and the Purchaser or by their respective solicitors who are hereby expressly appointed in this regard. #* 10.02 Schedules All schedules annexed or to be annexed to this Agreement shall have the same ame force and effect as if the information contained therein was included in the body of this Agreement. ' Option Agreement Page ' 03. 10 � Governing Law ' This Agreement is made pursuant to and shall be governed by and construed in accordance with the laws of the Province of Ontario. 10.04 Headings Any heading, subheading or marginal note contained in this Agreement and the table of contents,if any,preceding this Agreement are inserted for convenience and for reference only and in no way define, limit or describe the scope or intent of this Agreement or form part of this Agreement. 10.05 No Merger The Parties'representations, warranties, covenants and agreements contained in this Agreement shall not merge on but shall survive the Closing. ' 10.06 Entire Agreement The Parties agree that there are no representations,warranties,covenants,agreements, ' collateral agreements or conditions affecting the Property or this Agreement other than as expressed in writing in this Agreement. 10.07 Notice iAny notice to be given or document to be delivered to either the Vendor or Purchaser pursuant to this Agreement shall be in writing and shall be delivered either personally or by courier or telecopied or sent by prepaid registered mail to the address specified below or to such other ' address as may be specified in writing from time to time by either party to the other. Any written notice or delivery of documents given in this manner shall be deemed to have been given and received on the day of delivery or telecopy if delivered personally or by courier or telecopied or on the second Business Day next following the day of mailing if sent by prepaid registered mail, provided however, if at the date of such mailing interruption in the operation of the Canadian Postal Service will or is likely to delay the receipt thereof, it shall not be mailed but shall be delivered 1 personally. Any telecopied notice (including the notice exercising the Option) must be sent by courier to the recipient for delivery no later than the next Business Day after the day such notice was ' telecopied, for the telecopied notice to be valid. tPURCHASER: The Corporation of the Municipality s� of Clarington 40 Temperance Street y Bowmanville, Ontario L1C 3A6 � s3 ' Option Agreement Page If by telecopier: (905) 623-5717 VENDOR: 289143 Ontario Limited t' 7111 Dufferin Street Thornhill, Ontario LQ M If b teleco ier: 905 Y P ( )669-3768 10.08 Tender iAny tender of documents or money pursuant to this Agreement may be made upon the solicitor acting for the Party on whom tender is desired and it shall be sufficient that a negotiable ' certified cheque is tendered instead of cash. 10.09 Gender and Enurement This Agreement shall be read with all changes of gender and number required by the ' context and shall enure to the benefit of and be binding upon g p n the parties hereto and their respective ' heirs, administrators, executors, successors and assigns. ' 10.10 Assignment The Option shall be only assignable by the Purchaser with the prior written consent ' of the Vendor which consent may not be arbitrarily or unreasonably withheld or delayed. 10.11 Registration in Land Registry Office The Purchaser shall be entitled to register a notice of this Agreement or the entire Agreement(if as a matter of statutory requirement this entire Agreement must be registered)against title to the Vendor's Land. 10.12 Risk Before Closing The Property shall be and remain at the Vendor's risk until Closing and the Vendor ' shall hold all fire insurance policies and the proceeds thereof in trust for the parties as their respective interests may appear pending Closing. y* ' Option Agreement Page 1 IN WITNESS WHEREOF the Parties hereto have duly executed and delivered this Agreement as of the 31 st day of March, 1998. ' THE CORPORATION OF THE MUNICIPALITY OF CLARIN.CTO .. B Name: a Mayar • . Title: By: 1, Name: att Bat'rl @, 01 t?t'k' .1 t 289143 ONTARIO TED B Name: I1R0 jrg Title: PR- -s t 0 E" By: Name: Title: SCHEDULE "A" VENDOR'S LAND Part of Lot 33 and Part of the Road Allowance between Lots 32 and 33, Concession 1, Geographic Township of Darlington,Municipality of Clarington,Regional Municipality of Durham designated as Parts 1 and 2 on Plan 40R-18053. SCHEDULE "A-I" ' PROPERTY ' Part of Lot 33 and Part of the Road Allowance between Lots 32 and 33, Concession 1, Geographic Township of Darlington, Municipality of Clarington,Regional Municipality of Durham designated as Part 2 on Plan 40R-18053. y 7� i SCHEDULE "B" REGIONAL OFFICIAL PLAN AMENDMENT • A ��,�9i'Y: 0C1 0 11996 . .... BY-LAW NUMBER 62-96 C.W. OF Regions!Chwk THE REGIONAL MUNICIPALITY OF DURHAM - Being a by-law to adopt Amendment Number 18 to the Durham Regional Official Plan WHEREAS the Regional Municipality of Durham Act and the Planning Act, as amended, authorize the Regional Municipality of Durham to pass by-laws for the adoption or repeal of Official Plans and amendments thereto. ' NOW, THEREFORE, BE IT ENACTED AND IT IS HEREBY ENACTED as a By-law of the Regional Municipality of Durham by the Council thereof as follows: ' 1. That Amendment Number 18 to the Durham Regional Official Plan, being the attached Explanatory Text and Exhibit 'A', is hereby adopted. 2. That the Clerk of the Regional Municipality of Durham is hereby authorized and directed to make application to the Minister of Municipal Affairs for approval of the ' aforementioned Amendment Number 18 to the Durham Regional Official Plan. 3. This By-law shall come into force and take effect on the day of final passing thereof. BY-LAW read a first time this 25th day of SWbwbw 1996 BY-LAW read a second time this 25th day of swunber , 1996 BY-LAW read a third time and finally passed this 25th day of Sqytetw , 19% gional C r Clerk Schedule "B" r r r • ' Amendment No. 18 to the Durham Regional Official Plan Purpose: The purpose of this amendment to the Durham Regional Official ' Plan is to change the designation of certain lands in Courtice from Employment Area to Living Area to permit the development of a residential plan of subdivision (OPA 95-007). Location: The subject site is located at the southeast comer of Regional rRoad 22 and Prestonvale Road in Lot 33, Concession 1, in the former Township of Darlington, in the Municipality of Caarington. It ' is 17 hectares (42 acres) In size. Basis: The proposed change in land use will not adversely affect the Municipality of Clarington's supply of Employment lands or its ability to fulfil its economic development objectives. The changes ' would allow the Municipality to obtain a desired community park for Courtice. Robinson Creek valley is a suitable boundary between Employment Area and sensitive Living Area uses. Actual Amendment: The Durham Regional Official Plan is hereby amended by ' amending Map A5 - Regional Structure, as indicated on Exhibit "A" attached to this Amendment. r Implementation': The provisions set forth in the Durham Regional Official Plan, as P P 9 amended, regarding the implementation of the Plan shall apply to ' this Amendment. r Interpretation: The provisions set forth in the Durham Regional Official Plan, as amended, regarding the interpretation of the Plan shall apply to this Amendment. 1 r r 1 1 �Q Schedule "B" -3- C.cIIL0Lt 'A" to Amendment OFFICIAL PLAN OF THE REGIONAL REGIONAL MUNICIPALITY STRUCTURE 1 OF DURHAM MAP .� M•: ::�;: :•yam. i ty C�:�i: ;:�i•�,�xj�.,.�-1 ��' •- t• s p :•. •4 �•`•.�••a' �: /11/1 rt/ / � • ti's C�.� •♦ 1 r � i 1 � r 1 4 • 1 1 t 1 .•�• f• i` L 1. 1• n t .ire .irtiY}::r: v, r=�! t-�i1��/\j• �. • �Osd ME MPLOYMENT AREA �'''_-r %1•' •O° a �' }::•r L i \ ;;�'` ate' ;�1 TO LIVING AREA rr'r::f•:• t 1 },:••:' % a;{:.� rti Y v.•r::•. ti•:;:.}•:}t• •1/r/ 1 r�. SST :•'r,'. ::}:v.,..}$ti, tip:{}}•rtirv,'.•: ::ti:y t / S t�1 i i S • b4 t b V:0 'r FROM EMPLOYMENT AREA TO MAJOR OPEN SPACE o X3.4 •c Co w ' LEGEND • �' URBAN AREA BOUNDARY MAIN CENTRAL AREA ......••..... LIVING AREA SUB-CENTRAL AREA ® EMPLOYMENT AREA `�r'ct ' MAJOR OPEN SPACE WATERFRONT +? ENVIRONMENTALLY -'•r:^i•''•' SENSITIVE AREAS L� `I GENERAL AGRICULTURAL AREAS Schedule "B" -1- 1 1 1 1 1 Mils amendment was adopted by the Council of the Regional Municipality of Durham by By-law No. 62-% in accordance with the provisions of Sections 17 and 21 of the Planning Act, R.S.O. 1990, c.P.13, as amended, and under Section 96 of the Regional Municipalities Act R.S.O. 19909 ic.RA as amended, on ttft 2M day of S"Nbw 119%. 1 . 1 Ads CORPORATE 1 SEAL OF CLERK . MUNICIPAUTY 1 1 i i 1 1 SCHEDULE "C" PROVISIONS OF CLARINGTON OFFICIAL PLAN ' APPLICABLE TO VENDOR'S LAND ' OFFICIAL PLAN FOR MUNICIPALITY OF CLARINGTON: MODIFICATION 1 PROPOSED MODIFICATION TO THE ' CLARINGTON OFFICIAL PLAN REGARDING SOUTH-WEST COURTICE COMMUNITY PARK 1 PURPOSE: To designate approximately 6.5 ha of new residential lands and to relocate the South-west Courtice Community Park. ' LOCATION: South-east corner of Bloor Street (Regional Road #22) and Prestonvale Road, being part Lot 33 and road allowance between part Lot 32 and 33, Concession 1, former Township of Darlington, now in the Courtice Urban Area. BASIS: This modification is based on a settlement of issues in dispute between 289143 1 Ontario Ltd. and the Municipality of Clarington with respect to private referrals to the Ontario Municipal Board (Application OPA 95-004/C) and the proponent's objections to the proposed Clarington Official Plan and the 1 proponent's application to amend the Official Plan of the former Town of Newcastle (Application OPA 95-006/C) . 1 ACTUAL MODIFICATIONS: i) Modify the housing targets for Bayview Neighbourhood shown on Table 9-2 by increasing the Low Density Residential target from '975' to '1150', the Medium Density Residential target from '250' to '300' and the High Density target from '50' to "125' and making the appropriate adjustment 1 to the Totais so that the Table reads as follows: ' Table 9-2 Housing Targets by Neighbourhoods Housing Units Urban Area Neighbourhoods ResidentW Areas central Areas Intensia. Tout ration Law Medium High Medium High ' Courtice N11 Bayview 11 1150 300 1 125 J 0 0 50 1625 ii) Add a new section 23.11.3 as follows: "23.11.3 The Community Park site shown on Map A2 south of Bloor Street on the east side of Prestonvale Road shall endure for ' a period of 15 years from the date of approval of this policy of the Official Plan. If the site has not been acquired by the Municipality for community park purposes within this period, the site shall be deemed to be designated "Urban 1 Residential" and may be developed in accordance with the policies for that designation." Modify Map A2 "Land Use: Courtice Urban Area" as shown on Exhibit 'A'. 1 ' iv) Modify Map E1 "Neighbourhood Planning Units: Courtice Urban Area" as ' shown on Exhibit 'B . s� i EXHIBIT A PROPOSED MODIFICATION TO THE MUNICIPALITY OF CLARINGTON • COURTICE URBAN AREA ip 1111;11 Iva 4V Wool!I!is]2 11 CA 00�1111111 CHANGE FROM *COMMUNITY PARK" AND "LIGHT INDUSTRIAI: TO wCOMMUNITY PAW J ©J © "`.:�y�.%"' 'Jam/ � r''✓.f�°''-.,, .f„fJ. .,. 'r�l�jr ///�i'✓ i r l Schedule "C" -3- EXHIBIT *B" PROPOSED MODIFICATION TO THE MUNICIPALITY OF CLARINGTON OFFICIAL PLAN, MAP E1, NEIGHBOURHOOD PLANNING UNITS, COURTICE 1 FAR 4 , HIGHLAND Y (4100) 5 E 6 SOSM R(IAD 100) ssoo ow 10 DA(2100) EMN.Y 7 9 --- ' PMFOUND NEIOHe0Umq= eOUN001 r g I (35w) 'W (1000) PWMATON SEF SECTION 16.9 I mom STREET ~' Barnr:w ' (4600) EXTEND BOUNDARIES OF i 'BAWEW NEIGHBOURHOOCr CHANGE POPULATION FROM *380T TO "4500` I 200 T 1 BASEUNE Rollo R � ° (El F Ll HOM U ' �"�44DR7=IsDW®m&AM OFFICIAL PLAN FAKE ONTAR/O MUNICIPALITY OF CLARINGTON �E�ER r0 SEC>10N5 5 w0 9 SCHEDULE "D" 1 PERMITTED ENCUMBRANCES 1. Any registered restrictions or covenants that run with the Property providing that such are complied with. 2 Any registered municipal agreements and registered agreements with the publicly ' regulated utilities providing that such has been complied with or security has been posted to ensure compliance and completion, as evidenced by a letter from the relevant municipality or regulated utility. ' 3. Any easements for the supply of utility or telephone services to the Property or adjacent lands. ' 4. Any easements for drainage, storm or sanitary sewers, public utility lines, telephone lines, cable television lines or other services which do not materially affect the ' Purchaser's intended use of the property. b� SCHFDUU7- HART PART OF LOT CONCESSM IN WT. NO. ARFA PLAN 4O \- t 1 33 AND PART OF THE ROAD 7.263 ho. ALLOWANCE BETWEEN LOTS I 675BB 1 REOUIRE THIS PLAN TO BE 2 32 AND 33 9.978 ho. DEPOSITED UIiOER THE RECEIVED AND DEPOSITED REGISTRY ACT. DATE __...... ...�o. ... DATE � .......... ....� t ........ JAND REGISTRAR FOR THE S. E. COONS REGISTRY DIVISION OF ontorio land surveyor DURHAM (NO. 40 LOT 32 PART I PLAN 4OR-14692 4 ft 2 10 I PARCEL CON. 1 - 32- / SECTION DARLHNGTON PLAN OF SURVEY OF IB v 1 t1.5 W P PART OF LOT 33 AND FENCE q N 17029'00'W (I SIB is T) F14 CE i.5 W F 4IENCE (WIT) (1'0061 PART OF THE ROAD ALLOWANCE 1 .B90(Pc^6tSET) � N 170 29' 00' W (REFERENCE BEARING ) O•� E SIB 477.410 (P Id11wE/t5) � LINE FENCE 190.000 94.575 21.925 170.910 N 16° 45' 00' W 7 .960 (p�AS) ON LINE W SST t, BETWEEN LOTS 32 AND 33 , z ROAD ALLOWANCE BETWEEN �RE LOTS FENS 32 AND 33 CONCESSION I .� zN n t(51061 PART 5 PLAN a_ I OR-358 � Z 1 .707(P2&SET) a NN Geographic TOWNSHIP OF DARUNGTON N17"'00'W M v 60 MUNICIPALITY OF CLARINGTON a 0 N REGIONAL MUNICIPALITY OF DURHAM 21- Z 3 - SIB (1106) N c n , (DISTURBED/ RESET) N a Z 0) a IWW ti a0 cu O M c I Q Z O t _ 0 SIB SCALE I I OW Z I } (1106) N J ` PART 4 PLAN IOR-358 _ Z i 20 0 20 40 60 LJ Z 0 W w IMletrns O V MetTOi I I W V c FETE) ct ti i• ON LINE = ,e I z PA�T 1 J . D . BARNES UMITED — 1998 L C� PART 2 I 3 d AREA-7.263 ha. AREA-9 978 ha. W I (SIBS) f co METRIC : W E I N DISTANCES SHOWN ON THIS PLAN ARE IN METRES AND CAN i BE CONVERTED TO FEET BY DIVIDING BY 0.3OQ ` I k M 'k7 � Ind WM Z co ( SIP L n T t 1 1%)bi 10 O O � (D ti J Z t Y � INST. No. 678M p j to O W I v SIB g M NOTES : N ly I B zP F � EASTERLY l ) LIMIT L0T32. CONCESSION I. SHOWN ON OR-358, HAVING l - �!2 (765) E �.w tP as) 53.E AS) IB A BEARAiG OF N17'29'00'W. tP44. _- ( (B765) 4 M 04.00,00�ce(P� 1 B �77-1--1 0 DENOTES SURVEY MOIaJ 101sT PLANTED cu s ti, P•° ' � o ■ DENOTES SURVEY IYC)llASW FOL1D SIB {1 O>• ti° 011 ~ S1B DENOTES STANDARD IRON BAR j %> 11 IB DENOTES IRON BAR 1 V` � '0 S G (TB65B) z IB d DENOTES ROUND IRON BAR 765 DENOTES AORTON & MUALLACE LIMITED. O.L.S 4 10016 DENOTES H. FL(M. O-L.S i 4�Q9. p 1106 DEWTES M-D. BROINN. O.L.S. 4(�.2.9• 1414 DENOTES G_D. COOGAN. O-L-S. K 3'' ! - is P DENOTES PLAN 1 f -358 f (FETCI P AN t DENOTES PL 4OR--14692 ON L t I= P2 DENOTES EXPROPR 1 AT I ON PLAN N3 1 749 WIT DENOTES WITNESS l,I'o ss.� 4•� � I t SIB IB (765) (WIT 1.24 Lf 3.962 '1 (sue) I-- 41.758 (RIMSET) (PIASETI 45.720 PMAEAS) 3 �G _ �Fci tip s3 N 15. 47' 4p' W Gp STF�FO 4v F a N(I765) r , . FENCE ON LINE o. SURVEYOR 'S CERTIFICATE t I CERTFY THAT : I . THIS SURVEY AND PLM AM CORRECT AND N ACCORDWA E WITH THE SURVEYS 2 AU. THE SUF`%"MS WT. THE iiEG15TRY ACT.AND THE REGULATIONS IB MAAX UNDER THEM. # 2. THE SURVEY VAS COMPLETED ON THE Mth DAY OF mamRY. 19%. S 0 ......... .................. (7B(35A) _ E S. E• COONS f v ONTARIO LAND SURVEYOR '��•w� � IB (765) • I •soD(, � E Po6r AND WIRE ONCE f, , - SURVEYING MAPPING- 73. ON LINE 1� �` tr•I x -N 3.5E UWD INFORMATION SERVICES tiSig PAL FENCE N 14818'50 W 58.02,'5 —" OFFICE OF ORIGIN M LINE 110 w"COURT UNIT 46 ALE J.D. BARNS {9De�'m-112112p ROAD UMITED REIFERENCE NO.: f o t wN BY: a.8. W: SEX. �r-zs-s -oD JAN. 310. 1996 r=m/7255MWb/ 4OO-9 ***************** CERTIFICATE # : * CLEAR / LIBRE * NO DE CERTIFICAT: ***************** 00486351-3611744B ' C E R T I F I C A T E / C E R T I F I C A T HERIFF AT: LRO#40 DURHAM HERIF A ATE OF CERTIFICATE: 2002-06-07 ATE DU CERTIFICAT : THIS CERTIFIES THAT THERE ARE NO WRITS OF EXECUTION, EXTENT OR CERTIFICATES OF LIEN IN MY HANDS AT THE TIME OF SEARCHING AGAINST HE REAL AND PERSONAL PROPERTY OF: E CERTIFIE, PAR LA PRESENTE, NE PAS AVOIR DE BREF D'EXECUTION, I DE CERTIFICAT DE PRIVILEGE, NI D'ORDONNANCE EN MA POSSESSION U MOMENT DE LA RECHERCHE VISANT LES BIENS MEUBLES OU IMMEUBLES DE: ' SURNAME / NOM GIVEN NAMES / PRENOM(S) 'COMPANY/COMPAGNIE) 289143 ONTARIO LIMITED IAUTION TO PARTY REQUESTING SEARCH: NSURE THAT THE ABOVE INDICATED NAME IS THE SAME AS THE NAME SEARCHED THIS NAME WILL REMAIN CLEAR UNTIL THE CLOSE OF BUSINESS THIS DATE. IVERTISSEMENT A LA PARTIE QUI DEMANDE LA RECHERCHE: SSUREZ-VOUS QUE LE NOM INDIQUE CI-DESSUS EST LE MEME QUE CELUI QUI EST RECHERCHE. CET ETAT DEMEURE VALIDE JUSQU'A LA FIN DE LA JOURNEE �E TRAVAIL. CHARGE FOR THIS CERTIFICATE $ 11. 00 �RAIS POUR CE CERTIFICAT R:\MIZ010046N AM-Y U N U. r UNDERTAKINGS TO: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON AND TO: ROBINS, APPLEBY& TAUB its solicitors herein Re: The Corporation of the Municipality of Clarington ' purchase from 289143 Ontario Limited Registered Owners: 289143 Ontario Limited Part of Lot 33,Concession 1,Municipality of Clarington,Region of Durham ' designated as Part 2 on Reference Plan 40R-18053 (the "Property") ' IN CONSIDERATION of and notwithstanding the closing of the above transaction, we hereby undertakes as follows: ' 1. TO deliver up vacant possession of the premises on closing; 2. TO pay all arrears of taxes to the extent that an allowance has not been granted to the ' purchaser on account thereof and to pay the 200,1,taxes in accordance with the Statement of Adjustments; 3. TO readjust, forthwith upon demand any item on the Statement of Adjustments, or any item which should have been included for adjustment, if necessary. DATED the S day of June, 2002. ' 289143 ONTARIO LIMITED 1 Per: Name: Michael Freedman ' Title: A.S.O. ' Per: Name: Title: I/we have authority to bind the Corporation R.kFILES"O I OW3T-PUND ' UNDERTAKING TO READJUST ' TO: 289143 ONTARIO LIMITED AND TO: LITOWITZ, PETTLE & SHAIN ' its solicitors herein RE: The Corporation of the Municipality of Clarington (the "Purchaser") ' purchase from 289143 Ontario Limited (the"Vendor") Part of Lot 33 and Part of the Road Allowance between Lots 32 and 33 ' Concession 1, all designated as Part 2, Plan 40R-18053 Municipality of Clarington (formerly Township of Darlington) Regional Municipality of Durham(the "Property") IN CONSIDERATION OF and notwithstanding the closing of the above-noted transaction, we hereby undertake to readjust any item on the Statement of Adjustments if necessary. DATED at Clarington, this 4th day of June, 2002. ' THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Per: Name: Joh4 Mutton Office: Mayo ' Per. N e: P iL. B ' Offi unicipal Clerk We have authority to bind the corporation. 1 ' •RAFILEM0100461VAOP_ MPOS .t DECLARATION RE: POSSESSION ' CANADA IN THE MATTER OF the sale by 289143 Ontario Limited(the "Vendor")to The Corporation of the ' ) Municipality of Clarington(the "Purchaser")of Part PROVINCE OF ONTARIO ) of Lots 33, Concession 1,Municipality of Clarington, designated as Part 2, Plan 40R-18053 (the "Property") ' 1, MICHAEL FREEDMAN ofthe City of Toronto iin the Province of Ontario ' SOLEMNLY DECLARE that: an 1. I amgFe authorized signing officer of the Vendor in the above transaction and as such have personal knowledge of the matters hereinafter declared. 2. The Vendor is the absolute owner of the above mentioned lands and either personally or by its tenants, ' it has been in actual,peaceable,continuous,exclusive,open,undisturbed and undisputed possession and occupation thereof,and of the houses and other buildings used in connection therewith throughout its period of ownership of the property. ' 3. I am not aware of any person or corporation having any claim or interest in the said lands or any part thereof adverse to or inconsistent with registered title. ' 4. That possession and occupation of the above lands by the Vendor has been undisturbed throughout by any action,suit or other proceedings or adverse possession or otherwise on the part of any person whomsoever and during such possession and occupation, no payment has ever been made or acknowledgment of title given by the undersigned, or, so far as we know, by anyone else, to any person in respect of any right,title, interest or claim upon the said lands. ' 5. To the best of my knowledge and belief,the buildings used in connection with the premises are situate wholly within the limits of the lands above described,and there is no dispute as to the boundaries of the said lands. Except as may be registered on title, I have never heard of any claim of easement ' affecting the lands, either for light,drainage,or right of way or otherwise. 6. TWXj does not retain the fee or the equity of redemption in,or a power or right to grant,assign or exercise a ower o M 1{� inghe lands being conveyed in the p � � X xxxxxxxxxxxxxxxxxxxxxxx subject transaction. ' I make this solemn Declaration conscientiously believing it to be true and knowing that it is of the same force and effect as if made under oath. (SEVERALLY)DECLARED BEFORE ME } ' atthe City of Vaughan ) inth4Reona M icipality of York ) this dne, 2002 ) ' MICHAEL FREEDMAN A C etc. ' RAFILES\0I00463VACT-VDCCLA. • � t DECLARATION RE: CONSTRUCTION LIEN ACT ' CANADA IN THE MATTER OF the sale by 289143 Ontario Limited(the "Vendor")to The Corporation of the Municipality of Clarington(the "Purchaser")of Part PROVINCE OF ONTARIO ) of Lots 33,Concession 1,Municipality of Clarington, designated as Part 2,Plan 40R-18053 (the "Property") ) ' 1 Michael Freedman ofthe City of Toronto 1 in the Province of Ontario ' SOLEMNLY DECLARE that: 1. I am n authorized signing offiofrthe Vendor in the above transaction and as such ' have personal knowledge of the matters hereinafter declared. 2. No improvement has been made or is beng made to the Property and there has been no ' supply of services to the Property within the last 45 days from the date hereof and no Improvement or Supply of Services will be made from the date hereof. ' 3. Wherein a term is capitalized, it shall have the meaning attributed to it under the Construction Lien Act, R.S.O. 1990, and any amendments thereto. I make this solemn Declaration conscientiously believing it to be true and knowing that it is of the same force and effect as if made under oath. ' (SEVERALLY) DECLARED BEFORE ME ) at the City of Vaugha ) inthe Regional M . ipality of York ) this S day of une, 2002 ) �� MICHAEL FREEDMAN A Commissidl C. ARAFJLES\0100463\IAC\P_VDC 116 DECLARATION RE: SECTION 116,FAMILY LAW ACT ' CANADA ) IN THE MATTER OF the sale by 289143 Ontario Limited (the "Vendor") to The Corporation of the Municipality of Clarington(the "Purchaser")of Part of PROVINCE OF ONTARIO ) Lots 33, Concession 1, Municipality of Clarington, designated as Part 2,Plan 40R-18053 (the "Property") ) I MICHAEL FREEDMAN ' ofthe City of Toronto in the Province of Ontario SOLEMNLY DECLARE that: officer 1. I amliaauthorized signing of the Vendor and as such have personal knowledge of the matters hereinafter declared. 2. The Vendor is not a non-resident of Canada within the meaning of Section 116 of the Income Tax Act(Canada)nor will the Vendor be a non-resident of Canada at the time of closing. ' 3. Within the meaning of the Family Law Act(Ontario): At no time since the Vendor acquired the Property being conveyed to the Purchaser has the ' Property ever been occupied by any shareholder,officer or director of the Corporation or any beneficial owner of the Property and/or his or her spouse as their matrimonial home. ' I make this solemn Declaration conscientiously believing it to be true and knowing that it is of the same force and effect as if made under oath. ' (SEVERALLY)DECLARED BEFORE ME ) at the City of Vaughan ) ' inthe Regional Municipality of York ) this r' day f J e, 2002 ) MICHAEL FREEDMAN ) A Commiss' C. i" 06/05/2002 13:53 FAX 905 623 0830 PLANNING SERVICES DEPT Z003 ' RTtLUVI004G3VACkV PC9M UNDERTAKING ' TO: 289143 ONTARIO LIMITED AND TO: LITOWITZ,PETTLE & SHAIN ' its solicitors herein RE: The Corporation of the Municipality of Clarington (the "Purchaser") ' purchase from 289143 Ontario Limite (the "Vendor") Part of Lot 33 and Part of the Road Allowance between hots 32 and 33 Concession 1, all designated as Part 2,Plan 401218053 ' Municipality of Caarington (formerly Township of Darlington) Regional Municipality of Durham (the"Property") ' IN CONSIDERATION of and notwithstanding the closing of the above-noted transaction, the undersigned hereby covenants and agrees that with respect to goods and services tax("GST")payable pursuant to the Excise Tax Act Canada (the "Act") by reason of the sale of the Property and all ' buildings, structures and improvements thereon AND any other assets set out in the Purchase Agreement: If any GST is payable in respect of this transaction in accordance with the Act the undersigned, having paid or agreed to pay the consideration for the sale, is liable for the ' payment of any GST thereon; 2. The undersigned is a CYST registrant under the Act under Registration No. 8106979800 ' which registration has not been withdrawn or revoked,and shall file returns, report and remit, if applicable, any GST owing on the above noted sale to the Receiver General to the extern required by the Act; and 3. The undersigned shall indemnify and hold the Vendor harmless from any liability of the Vendor under the Act arising because of any incorrect statement or breach of the obligations of the undersigned set out in this undertaking or arising under the Act, in connection with the ' purchase of the Property ((including without limitation its obligation under Section 228(4) of the Act), together with all loss, costs and expenses relating from such breach, ' DATED at Clarington, this 4th day of June, 2002. ' THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON t Per• N4Per- z n e lerk We have autho rity to bind the corporation. t JUN 05 102 14.51 905 623 0830 PAGE.03 CMGNiLI0AL-V .Iarington_ ' September 13, 2001 Z-0497 Robins Appleby & Taub Barristers & Solicitors 130 Adelaide Street West Suite 2500 ' Toronto, Ontario M5H 2M2 Dear Sir: ' RE: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON P urchase from 289143 ONTARIO LIMITED 1595 Prestonvale Road, Courtice—Municipality of Clarington ' Within Zoning By-law 84-63, as amended, of the former Town of Newcastle, the subject property is zoned "Agricultural (A)" and "Environmental Protection (EP)". ' The lot appears to comply with the applicable provisions, except for the lot area requirements. ' However, Section 3.17 of Zoning By-law 84-63 regarding Public Uses states that "the provisions of this By-law shall not apply to prohibit the use of the lot or the erection or use of any building or structure for the .purposes of public services provided by the Corporation of the Town of Newcastle....". ' We suggest that you review the provisions of By-law 84-63, as amended, of the former Town of Newcastle to satisfy yourself that any existing or proposed uses of the lot will ' conform therewith. The Clarington Building Department informs us that to the best of their knowledge, on ' September 12, 2001, they were unable to tell if the building conformed to the Ontario Building Code as the land is vacant. The Clarington By-law Department informs us that to the best of their knowledge, on ' September 7, 2001, there are no outstanding notices or orders against the building or property at this time. CORPORATION OF THE MUNICIPALITY OF CLARINGTON ' 4C TEMPERANCE STREET • BOWMANVILLE • ONTARIO • L10 3A6 • (905) 523-3379 • FAX 623.4169 RECYCLED VIPER W RRITF www mun;cioahty.clarinaton.on.ca ' -2- ' Please be advised that this letter does not constitute a certificate issued pursuant to By- law 98-123, being a by-law prescribing standards for property maintenance and occupancy. Such a certificate may only be issued to the registered property owner. ' Yours truly, Allison Ruddock, Planning Technician ' Development Review Branch *Iw 1 SEP 1 7 2nm. ' 100 Whiting Avenue Central Oshawa, Ontario L1 H 3T3 ' Lake Ontario _ _ Tel: (905)579-0411 Fax: (905)579-0994 Conservation �r, Ol Web: www.cloca.com ' Email: mail @cloca.com ' September 13, 2001 ' Robins Appleby&Taub Barristers& Solicitors 130 Adelaide Street West, Suite 2500 ' Toronto, ON M51-1 2M2 Attention: Mr. John Cooney ' Dear Sir: Subject: Purchaser: The Corporation of the Municipality of Clarington Vendor: 289143 Ontario Limited Legal Description: Part of Lot 33, Concession 1, Municipality of Clarington, ' Region of Durham designated as Part 2 on Reference Plan 40R-18053 Your File No.: 0100463 ' CLOCA IMS File: RSIG410 In regard to your letter dated August 31, 2001 pertaining to the above purchase, we offer the ' following information: 1. Authority Staff have reviewed the above property and advise that it is not subject to Ontario Regulation 145/90, the Authority's Fill, Construction and Alteration to Waterways Regulation. Therefore written permission is not required from the Authority prior to any filling or grading on site. ' 2. Although the above property is not located within the flood plain of a watercourse that is mapped by the Authority, a portion of the Robinson Creek borders the southeastern limit of the ' subject property (see attached mapping). 3. To the best of Staffs knowledge there are no outstanding directives, orders or breaches of ' Ontario Regulation 145/90 with respect to the use of the property. Should you require further assistance, please do not hesitate to contact the undersigned. ' ours tr&&V0 ' isa Backus, MSc. Planner ' DH/LB/kit g:\planning\regs\inquiry\rsig410.cd What we do on the land is mirrored in the water ,. 1 \ \�\ h\ \ \ 1 — 1 i � � • CENTRAL LAKE �ONTARiO CONSERVATION AUTHORITN r �� hROBINSON CREEK FLOOD PLAIN MAPPING LEGEN0: 100 YEAR STORM FLOODLINE I REGIONAL STORM fL000LINE I �..�� \c. — —�___ ,� % 'r..n.�oo o goo zoo .... ��T• ��. --.._�---�_ � + � s mo o zoo aoo eoo eoo ��om Ii •