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Home My WebLink About2001-137 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW 2001- 13 7 Being a By-law to authorize the execution of a First Refusal Agreement between the Municipality and Ontario Independent Crematoriums Ltd. respecting 1200 Haines Street, Bowmanville, as recommended in Report TR-34-01. The Council of the Corporation of the Municipality of Clarington hereby enacts as follows: 1. THAT the Mayor and Clerk on behalf of the Municipality are hereby authorized to execute a First Refusal Agreement between the Municipality and Ontario Independent Crematoriums Ltd. to grant a right of first refusal to the Municipality respecting the lands more particularly described as Part 1 on Plan 40R-19752. BY-LAW read a first and second time this 25th day of June 2001. BY-LAW read a third time and finally passed this 25h day of June 2001. John Xutton, yor Patti a e,Wiicipal Clerk ' THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Sale to ONTARIO INDEPENDENT CREMATORIUMS LTD. ' 1200 Haines Street,Bowmanvile,Ontario 1 INDEX ' Re: The Corporation of the Municipality of Clarington Sale to Ontario Independent Crematoriums Ltd. Part 1 on Plan 40R-19752,municipally known as 1200 Haines Street, ' Bowmanville, Ontario DOCUMENT TAB Reporting Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1. Transfer/Deed of Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2. ' Licence Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3. Right of First Refusal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4. Robins 1 Appleby 1 130 Adelaide Street West & Taub John A.Cooney Suite 2500 Barristers&Solicitors Direct Line: (416)360-3349 Toronto,Ontario M5H 2M2 E-Mail:jcooney @robapp.com Telephone: (416) 868-1080 Facsimile:(416)868-0306 1 Delivered by: Courier File No.: 0000128 ' November 14, 2001 Municipality of Clarington 1 40 Temperance Street Bowmanville, Ontario L 1 C 3A6 ' Attention: Patti Barrie, City Clerk 1 Dear Sir: Re: The Corporation of the Municipality of Clarington ("Clarington") Sale to Ontario Independent Crematoriums Ltd. ("Ontario') Part 1 on Plan 40R-19752, municipally known as 1200 Haines Street, Bowmanville, Ontario (the "Property") 1 We are pleased to submit our report in respect of the above-noted transaction which were completed on July 13, 2001. 1 Transfer of the Property 1 Pursuant to Report TR-34-01:SD2001-1, and by Transfer/Deed of Land registered as DR13359 on August 13, 2001, the Property was transferred from Clarington to Ontario. A copy of the Transfer/Deed of Land is enclosed for your further reference. 1 Licence Agreement 1 As part of the consideration-for the transfer of the Property from Clarington to Ontario, Ontario agreed to enter into a licence agreement with Clarington with respect to a portion of the Property. 1 Attached is a copy of the Licence Agreement between Clarington and Ontario dated June 26, 2001 (the "Licence Agreement"), wherein Ontario granted to Clarington the right and licence to use certain portions of the Property and the proposed Crematorium building to be constructed on the 1 Property for the purposes specified therein. (a) Term ' The licence granted to Clarington is for a period of 20 years from the first day of the month following the date when the building opens for business. 1 ' Page 2 Robins ' Appleby & Taub Barristers k�:diciWrs ■ (b) Premises ' The licence concerns the area outlined in green on Schedule "C" to the Licence Agreement,which areas are to be for the exclusive use of Clarington, and those areas outlined in blue on Schedule "C"to the Licence Agreement which are to be shared ' by Clarington and Ontario (collectively the"Licensed Areas"). (c) Use ' The licence lands are to be used for the purposes of municipal personnel and equipment utilized in the maintenance of Bowmanville Cemetery which adjoins the Property. (d) Termination ' Within the Licence Agreement, Clarington has reserved the option to terminate the Agreement at any time on sixty(60) days prior notice to Ontario. ' (e) Relocation It should be noted that Ontario has retained the ability to reallocate Licensed Areas provided that it: ' (i) give Clarington at least ninety(90) days written notice; (ii) that it uses best efforts to provide Clarington with comparable alternate space; ' (iii) that it shall not reallocate Clarington's area of the drive-thru garage area without the prior written consent of Clarington; and (iv) that it shall adjust Clarington's proportionate share of the cost in a reasonable manner to reflect the reallocation. ' (f) Fee Clarington is required to pay Ontario a licence fee of$1.00 per year during the Term and any renewal term of the licence. (g) Taxes,Utilities and Maintenance Clarington has agreed to pay its proportionate rate of taxes and utility charges with ' respect to the Property. In addition, Clarington has agreed to keep its exclusive areas in good, fit and reasonable repair and condition. ' (h) Insurance Clarington has agreed to maintain insurance for the licenced property. ' The above is merely a summary of some of the more salient points within the Licence Agreement. The Licence Agreement should be consulted for further particulars. ' Page 3 ■ Robins Appleby & Taub Barristers k elicitors ■ Right of First Refusal As part of Report TR-34-01:SD2001-1, Ontario was to grant to Clarington a right of first refusal which provided that in the event that Ontario was prepared to sell the Property to an arm's length ' third parry, Clarington would be entitled to purchase the Property at the same price and upon the same terms and conditions as contained in the Offer made by the potential purchaser. Under the right of first refusal entered into between Clarington and Ontario dated June 26,2001 (the "Right of First ' Refusal"), Clarington is to be given thirty (30) days from the receipt of notice of an offer from Ontario to choose to purchase the Property from Ontario. ' We trust that the above noted transactions have been completed to your complete satisfaction. Please do not hesitate to contact the undersigned should you have any questions or concerns with respect to this transaction. Yours very truly, ' ROB S, APPLEBY TAUB Per: Joh A. Cooney ' JA Fmk E cls. C.C. Fred Horvath, Director of Operations(w!encls.) ' RMILEMWI28VAC\ROORT.I,TR 1 UG.14.2001-vint1O:37AN DALE & LESSNANN 6du rriuue.-b"""0.349 t"r"'P.2'y"' Onrarlc , , a,l�iw, Deed of Land Form I—Land Registration Raforrn Act (1)Registry Land Titles T(2) Page 1 of pages (3) Property Block Property Additional: ❑ Idenhfier(s) �6 b 3 � (•�(� (�r) See Schedule M (4)consideration C SIXTY THOUSAND------------------Dollars 3 60,000.00 -�• °z o w— �., (5)Description This is a: Property Properly n a7 m Division ® Consolidation ❑ � = F C W- to Part of Lot 8,Concession 1 .L n a designated as Part 1,Plan 40R-19752 0 Municipality of Clarington (formerly Bowmanville) New Property Id45ifers Regional Muniepality of Durham Additional: Schedule ❑ Registry Division of Durham (No. 40) ' Executions Additional: Scchhedule ❑ (6)This (a) Redescription (b)Schedule for: (7) Interest/Estate Transferred Document New Easement ' Additional Fee Simple Contains Plan/Sketch ❑ '. Description ❑ Partles ❑ Other ❑ (p8)TransfeZr (s)The tralnsf ro,hereby transfers the land tothe trans er ee / - 1 �1L Y1c:�P4�.�1. �. .�l.��t!L1►lre t,�"C�r.[�.G. C.ame.r../,tl�_�tfL�°...�1. .�r�� 3.a./..4P........... ��'.rt�f.:4��iavr.+..��...�►,t...l4frin....a. ..�i�e.�l�as"��...i�t.�ak!?.��.lvl!' r,!'aleidr�l..4.�.�.�:r�n��.tea.r'r. ...QY `r / Date of Signature 'Narne(s) Slgnature(s) Y M ; o 1QRATTONOF. K.NW ' 1' 4K'. G�,iQI�I. Per: _..... ._...... _. QOl_ 07. %3... Fame: ''@Ve-hsY.e..�utl�ority.to.bin.{ .tl�eorporati.Q.FF-............................... Title'..... o ..... ............ _............................... ..................................................................................................................... Pe .. . : 2001 Q7 13... Dame. ........... ..........�.... Title, lc (9) Spouse(s)of Transferor(s)I hereby consent to this transaction Date of Signature Name(s) Signature(s) Y M o .................................................................................................................. ................................................................._............b ........... ....r...... i (10)....... Transferor(s)Address 40 Tem erance Street,Bowman ville,Ontario,L1C 3A6 I. for Service 01)Transferees) Data of Birth Y M 0 ONTA. I.O,INDEPENDENT CU AT.O..RIUMS_LTD:........................................................................_............................... ....t... ... ................................................................................................................................................................._.................._.................;................►.............. ........................................................................................................................................................._...........................................;................,......j...... i i i (12)Transforee(s)Address c!o Dale&Lessmann,LLP Box 73 T-D Centre,Toronto,Ontario,M5K 1E7 for Service (13)Transferor(s)The transferor verifies that to the best of the transferors knowledge and belief,this transfer does not contravene section 50 of the Planning Act. Date of Signature Date of Signature Y M i D Y I M D Signature. Signature... ..... ..........i.. ..E. . ....... ..... ............ ..................»............... .......... .......... ............._.......... ... a Solicitor for Transferor(s)I have explained the effect of section 50 of the Planning Act to the transferor and I have made Inquiries of the transferor to determine z that this transfer does not contravene that section and based on the information supplied by the transferor,to the best of my knowledge and belief,this transfer does not contravene that section.I am an Ontario solicitor in good standing. Date of Signature Name and Address of i Solicitor Signature,.. ' (14)no Solicitor onttmvention as set out In I have subelau a Investigated 0(22)(c)(I)tof hre land Planning i tActband that to he relevant and I am my knowledge tend belief this transfer does not C ��r contravene section 50 of the Planning Act. I act Independently of the solicitor for the lransfero%and I am an Ontario solicitor In good standing. a Sc 21H ati Name and $�Z Address of Date of Signature Solicitor Y M , o Signature...................................................................r. ........_..................... (15)Assessment Roll Number i cb• :Mum,! Map Sub. Par. Fees and Tax SS Property i 18 17 020 120 19850 ; (Part of) z (16)Municipal Address of Property 07)Document Prepared by. Registration Fee David E.Clark- (416)369.7808 Land Transfer Tax 1200 Haines Street Dale&Lessmann LLP w Bowmanville, Ontario Suite 2000,Box 73 T-D Centre LL Toronto,Ontario MSK 1E7 o Total _ DooumInt proDaraa using TM Co"rnyanar AUG 14 '01 10:36 416 e63 1009 PAGE.02 CERTIFICATE RE: Sale and Transfer to Ontario Independent Crematoriums Ltd. of Part of Lot 8, Concession ' 1,in the Municipality of Clarington(formerly(Bowmanville),in the Regional Municipality of Durham, and being designated as Part 1, Plan 40R-19752 (the "Property") ' I, PATTI L. BARRIE, Municipal Clerk of The Corporation of the Municipality of Clarington, in the Regional Municipality of Durham, hereby certify as follows: ' 1. A procedural by-law,namely By-law No. 95-22,as required under Subsection 193(2)of the Municipal Act, R.S.O., 1990, c.M.45, was in force in the Municipality on June 25, 2001; ' 2. The measures required for giving notice to the public required by the said Procedural By-law No. 95-22 have been carried out with respect to the Property; and 3. An appraisal of the Property,as required by Subsection 193(4)of the Municipal Act,R.S.O. ' 1990, c.M.45, was obtained. DATED the 64'01 day of July, 2001. P i L. e,ARII&ipal Clerk S:\136224\1\BOWMANVILLOCertificate-Barrie.wpd i uo r'roc455 aoftwafe uru. • i4 o),)«-o 1 1 1 rage 2 Atticlavlt of Kesldence and Or Value or the t.onslderatiot t tter to all instructions on reverse side. Form 1 —Land Transfer Tax Act I THE MATTER OF THE CONVEYANCE OF (insert brief description of land) Part of Lot 8,Concession 1.designated as Part 1,Plan R-19752,Municipality of Clarington formerly Bowmanville),Regional Municpali of]Durham.Registry Division of Durham No. 40 (print names of all transferors in full) The Corporation of The Municipality Of Clarington TO (see instruction land print names of all transferees in full) Ontario Independent Crematoriums Ltd Iffsee Instruction 2 and print name(s)in full) David E. Clark KE OATH AND SAY THAT: I am(place a clear mark within the square opposite that one of the following paragraphs that describes the capacity of the deponent(s)):(see Instruction 2) ❑ (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; a (d) The authorized agent or solicitor acting in this transaction for(insert name(s)of principal(s)) Ontario Independent Crematoriums Ltd ' described in paragraph(s) (c) above;(strike out references to Inapplicable paragraphs) ❑ (e) The President, Vice-President, Manager, Secretary, Director or Treasurer authorized to act for(insert name(s)of corporation(s)) ' described in paragraph(s) (a), (b), (c) above;(strike out references to Inapplicable paragraphs) ❑ (f) A transferee described in paragraph( ) (insert only one of paragraph(a),(b)or(c)above,as applicable)and am making this affidavit on my own behalf and on behalf of(insert name of spouse) who is my spouse described in paragraph( ) (insert only one of paragraph(a),(b)or(c)above,as applicable) and as such,I have personal knowledge of the facts herein deposed to. 1(To be completed where the value of the consideration for the conveyance exceeds$400,000). 1 have read and considered the definition of"single family residence" set out in clause 1(1)0a) of the Act. The land conveyed in the above-described conveyance ❑ contains at least one and not more than two single family residences. Note:Clause 2(1)(d)imposes an additional tax at the rate of one-half of one per ❑ does not contain a single family residence. cent upon the value of consideration in excess of$400,000 where the conveyance ❑ contains more than two single family residences. (see instruction s) contains at least one and not more than two single family residences. 3. 1 have read and considered the definitions of"non-resident corporation" and "non-resident person" set out respectively in clauses 1(1)(f) and (g) of the Act and each of the following persons to whom or in trust for whom the land is being conveyed in the above-described conveyance is a "non-resident corporation" 'or a"non-resident person"as set out in the Act. (see instructions 4 and s) None 4 THE TOTAL CONSIDERATION FOR THIS TRANSACTION IS ALLOCATED AS FOLLOWS: ,(a)Monies paid or to be paid in cash . . . . . . . . . . . . . . . . . . . . . . . . .$ 60,000.00 (b)Mortgages(i)Assumed(show principal and interest to be credited against purchase price) .$ Nil (ii)Given back to vendor . . . . . . . . . . . . . . . . . . . . . . . .$ Nil (c)Property transferred in exchange(detail below) . . . . . . . . . . . . . . . . . .$ Nil All Blanks ,(d)Securities transferred to the value of(detail below) . . . . .$ Nil Must Be (e)Liens,legacies,annuities and maintenance charges to which transfer is subject . . . . . .$ Nil Filled In. (f)Other valuable consideration subject to land transfer tax(detail below) . . . . . . . . . .$ Nil Insert"Nil ,(g)VALUE OF LAND, BUILDING, FIXTURES AND GOODWILL SUBJECT TO Where LAND TRANSFER TAX(Total of(a)to(n) $ 60,000.00 s 60,000.0 Applicable (h)VALUE OF ALL CHATTELS—items of tangible personal property (Retail Sales Tax is payable on the value of all chattels unless exempt under Nil the provisions of the'Retail Sales Tax Act",R.S.O.1980,c.454,as amended) $ (i)Other consideration for transaction not included in(g)or(h)above . . . . . . . . . . . . . . . . . . . . . .$ Nei (j)TOTAL CONSIDERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 60.000.00 If consideration is nominal,describe relationship between transferor and transferee and state purpose of conveyance. (see instruction e) n/a If the consideration is nominal,is the land subject to any encumbrance? n/a 7. Other remarks and explanations,if necessary. n/a m before me at the 1 e t day of June 2001 David E.Clark slgnawre(s) lommissioner for taking Affidavits,etc. Property Information Record For Land Registry Office Use Only Describe nature of instrument: Transfer/Deed of Land Registration No. (i)Address of property being conveyed(if available) 1200 Haines Street Bowmanville,Ontario (ii)Assessment Roll No. (if available) 18 17 020 120 19850 Mailing address(es) for future Notices of Assessment under the Assessment Act for property being conveyed(see instruction 7) C/O Dale& Lessmann,LLP Registration Date Land Registry Office No, ' Box 73 T-D Centre Toronto Ontario M5K 1E7 (i)Registration number for last conveyance of property being conveyed(if available) (ii)Legal description of property conveyed: Same as in D.(i)above. Yes❑ No❑ Not known❑ Name(s) and address(es) of each transferee's solicitor David E Clark (416)369-7808,Dale& Lessmann LLP - Suite 2000,Box 73,T-D Centre,Toronto,Ontario M5K 1E7 �hool Tax Support(Voluntary Election) See reverse for explanation Are all individual transferees Roman Catholic? Yes❑ No❑ (b) If Yes,do all individual transferees wish to be Roman Catholic Separate School Supporters? Yes❑ No❑ IDo all individual transferees have French Language Education Rights? Yes❑ No❑ If Yes,do all individual transferees wish to support the French Language School Board(where established)? Yes❑ No❑ TE:As to(c)and(d)the land being transferred will be assigned to the French Public School Board or Sector unless otherwise directed in(a)and(b). aaD(90.09) t LICENCE AGREEMENT THIS AGREEMENT is made and entered into as of the 261 day of June, 2001. BETWEEN: ' THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON (hereinafter referred to as the "Municipality") ' OF THE FIRST PART ' - and- ' ONTARIO INDEPENDENT CREMATORIUMS LTD. ' (hereinafter referred to as "OIC") OF THE SECOND PART ' WHEREAS OIC is the registered owner of the property more particularly described in Schedule "A" annexed hereto (the "Property"); and ' WHEREAS OIC purchased the Property from the Municipality for the purpose of constructing a crematorium thereon; and ' WHEREAS part of the consideration for the said purchase was that OIC would grant the Municipality the right and licence to use certain portions of the Property and the proposed ' crematorium building (the "Building")to be constructed on the Property by OIC, including those areas outlined in green on Schedule"C"annexed hereto which are to be for the exclusive use of the ' Municipality (the "Exclusive Areas") and those areas outlined in blue on Schedule "C" annexed hereto which are to be shared by the Municipality and OIC (the "Shared Areas"), the Exclusive Areas and the Shared Areas being collectively known as (the"Licenced Property"). ' NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and conditions contained herein, the parties hereto agree as follows: ARTICLE I DEFINITIONS AND INTERPRETATION 1.01 DEFINITIONS: In this Agreement, including the schedules, unless there is something ' in the context inconsistent therewith, the terms defined in Schedule "B" shall have the meanings therein specified. ' 1.02 SCHEDULES: The schedules to this Agreement form part hereof and are comprised of: ' Schedule A - Description of the Property; Schedule B - Definitions Schedule C - Sketch of the Building 1.03 PROVISIONS DEEMED TO BE COVENANTS: All of the provisions of this Agreement containing a promise by one party to the other to perform an obligation except ' as otherwise expressly provided, shall be deemed and construed to be covenants as though the words importing such covenants were used in each separate provision hereof. ' 1.04 SEVERABILITY Should any provision or provisions hereof be found or declared to be illegal or unenforceable, all the other provisions hereof shall remain in force and be binding upon the parties hereto as though the said illegal or unenforceable provision or ' provisions had never been included. ' 1.05 INTERPRETATION: In this Agreement, the expressions "herein," "hereof," "hereunder," "hereto," "hereinafter" and similar expressions refer to this Agreement and not to any particular article, section, paragraph or other portion thereof, unless there is something in the subject matter or context inconsistent therewith and the terms defined in section 1.01 may be used either in the singular or the plural and, as so used, shall have the appropriate meanings. ' 1.06 TITLES: The titles of articles and sections appearing in this Agreement have been inserted as a matter of convenience and for reference only and in no way define, limit or ' enlarge the scope or meaning of this Agreement or any provision hereof. 1.07 NO OTHER RELATIONSHIP: Nothing contained in this Agreement shall be deemed to create any relationship between OIC and the Municipality other than the relationship of licensor and licensee. 1.08 GENDER: Words importing the singular shall include the plural and vice versa and words importing gender shall include all genders. ' 1.09 CONFLICTS OF LAW: This Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and ' shall be treated in all respects as an Ontario agreement. 1.10 COVENANTS INDEPENDENT: Each covenant contained in this Agreement is ' considered for all purposes to be a separate and independent covenant and a breach of a covenant by either OIC or the Municipality will not discharge or relieve the other party from its obligation to perform each of its covenants hereunder subject to the rights of the ' party who is not in breach of its covenant to elect, if permitted by law to do so, to terminate this Agreement pursuant to the terms hereof for such breach of covenant. ' 1.11 CANADIAN CURRENCY: All reference to currency in this Agreement shall be deemed, unless the context otherwise requires, to be a reference to lawful money of Canada. 1.12 NO ORAL AMENDMENT OR WAIVER: No supplement, modification or alteration of any of the terms of this Agreement shall be binding unless executed in writing by the parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall any waiver constitute a continuing waiver unless expressly provided for herein. ' 1.13 BINDING ON SUCCESSORS AND ASSIGNS: Except as otherwise provided in this Agreement, all covenants, agreements, provisions, and conditions of this Agreement shall be binding on and enure to the benefit of the parties hereto, their respective permitted successors and assigns. ' 1.14 FURTHER ASSURANCES: The parties hereto and each of them shall and will at all times and from time to time hereafter and upon every reasonable written request so to do, ' make, do, execute, deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances, and things as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. ARTICLE II ' COVENANTS 2.01 MUNICIPALITY'S COVENANTS: The Municipality covenants with OIC: -2- t ' (a) Observe Covenants: to observe and perform all the terms, covenants,provisos and obligations contained in this Agreement to be performed and observed by the ' Municipality; (b) Nuisance: not to do nor permit to be done or omitted upon the Licenced Property anything which shall be or result in a nuisance; (c) Use: to use the Licenced Property solely in accordance with this Agreement and ' with the applicable zoning by-laws and other laws governing the use of the Property; (e) Environment:' to comply at all times with all applicable laws and by-laws affecting the environment; ' (f) Use of Shared Areas: to use the Shared Areas in a manner that minimizes interference with the operation of OIC's business, including without limitation, keeping driveways and parking lots clear of Municipality vehicles and equipment; (g) Use of Exclusive Areas: to use and maintain the Exclusive Areas in a neat and clean manner, and in particular to maintain the drive-through garage area in an orderly manner; and ' (h) Use of Public Areas of the Building: not to use any of the Public Areas of the Building, except with the prior consent of OIC. Notwithstanding the foregoing, the Municipality may use the OIC office located within the Public Area of the Building ' from time to time to meet with interment rights holders or potential interment rights holders of Bowmanville Cemetery and/or their families, provided an appointment to use same has been booked in advance with OIC. ' 2.02 OIC'S COVENANTS: OIC covenants with the Municipality: i (a) Quiet Enjoyment: that the Municipality,performing its covenants hereunder,may peaceably possess and enjoy the Licenced Property for the Term, without any interruption or disturbance from OIC or any other person or persons lawfully claiming by, from or under it; and ' (b) Observe Covenants: to observe and perform all the terms, covenants,provisos and obligations contained in this Agreement to be performed and observed by OIC. ARTICLE III GRANT AND TERM ' 3.01 GRANT OF LICENCE: In consideration of the covenants and agreements herein contained on the part of the Municipality to be performed, observed and complied with, OIC does hereby grant unto the Municipality, its permitted successors and assigns, the licence to use the Licenced Property for and during the Term. The Municipality shall use the Licenced Property for the purposes of municipal personnel and equipment utilized in ' the maintenance of Bowmanville Cemetery. ' 3.02 TERM: The term of this Agreement shall be for and during a term of 20 years commencing on the Commencement Date. ' 3.03 OVERHOLDING: If the Municipality shall continue in occupancy of the Licenced Property after the expiration of the Term without objection by OIC and without any other agreement pertaining thereto, the Municipality shall be deemed to be in occupation of the ' Licenced Property on a month-to-month basis and otherwise upon all the terms and conditions of this Agreement except as to: -3- ' (a) length of tenancy; (b) rights to extend the term. i3.04 OPTION TO TERMINATE: the Municipality shall have the option of terminating this Agreement at any time on sixty (60) days prior notice in writing given to OIC. 3.05 SURRENDER UPON TERMINATION: Upon the termination of this Agreement(either by effluxion of time or otherwise) the Municipality shall surrender the Licenced Property ' to OIC. At the expiration of the Term by effluxion of time, or otherwise, the parties will adjust, apportion and allow between themselves all items of Rent, Realty Taxes, utilities and other matters of a similar nature affecting the Property and Improvements then located ' thereon (with the closing day to be apportioned to OIC both as to income and as to expense),to the intent and purpose that the Municipality shall bear the burden thereof until it shall deliver up possession of the Licenced Property to OIC. ' 3.06 RE-ALLOCATION OF LICENCED PROPERTY: OIC ma y from time to time, in its sole and unfettered discretion, re-allocate those portions of the Building which constitute the Licenced Property, provided: a. it shall give the Municipality at least ninety (90) days prior written notice of such re-allocation; and ' b. it shall make its best efforts to provide the Municipality with comparable alternative space; and ' C. it shall not re-allocate the Municipality's area of the drive-through garage area without the prior written consent of the Municipality; and ' d. it shall adjust the Municipality's Proportionate Share in a reasonable manner to reflect the re-allocation. ARTICLE IV ' LICENCE FEES 4.01 LICENCE FEE: The Municipality shall pay to OIC as a Licence Fee the sum of One ' Dollar ($1.00) per annum during the Term and each renewal term. 4.02 LICENCE FEE IS NET: This Agreement shall be completely net and carefree to OIC and the Municipality shall be obliged to make all payments with respect to the costs and expenses of its activities on the Property. ' 4.03 MUNICIPALITY TO PAY ITS PROPORTIONATE SHARE OF TAXES AND UTILITY RATES, ETC: The Municipality shall pay or cause to be paid its Proportionate Share of all utility rates and charges, all Realty Taxes, all levies and impost ' fees, including those for sewers and parkland dedication, all general or specific levies, fees and charges, all sales, value added, business transfer, general (federal) sales taxes, retail ' (provincial)sales taxes and all other charges,duties,rates and assessments(not being taxes in respect of the income or capital of, or otherwise personal to, OIC)of any nature or kind which may at any time be assessed or charged in respect of the Property from time to time ' thereon and any business or undertaking conducted thereon. 4.04 INTEREST ON LICENCE FEE OR OTHER PAYMENTS: All payments which are required or permitted to be made by the Municipality to OIC pursuant to this Agreement shall, unless this Agreement indicates otherwise, bear interest and be payable at the Prime Rate plus two percent per annum calculated annually, not in advance, with the intent that ' licence fees and all other sums as may from time to time become due from the Municipality to OIC shall from and after the time when payment thereof by the terms of ' -4- e this Agreement was required to be made, shall be payable with interest. Interest shall accrue from the date of default in payment and not from the date of delivery of any notice of default that might be required to be given by the terms of this Agreement or any expiry of the period within which the default should have been cured. No failure to collect interest on any late payment whether such failure was sporadic or continual, shall be 1 deemed to be a waiver of the right of OIC to demand interest on that or any other late payment of licence fees payable herein. ' ARTICLE V REPAIR, MAINTENANCE AND OPERATION ' 5.01 REPAIR AND MAINTENANCE OF EXCLUSIVE AREAS: The Municipality shall without cost or expense to OIC at all times from and after the Commencement Date keep 1 or cause to be kept the Exclusive Areas in a good, fit and reasonable state of repair and condition, but in any event so as to be safe, reasonably fit for use for their intended purposes and in compliance with all legal requirements including the regulations and ' requirements of any and all governmental authorities, agencies or departments having jurisdiction. The Municipality covenants with OIC to permit OIC or its agents, during ' business hours and upon reasonable notice during the Term to enter and view the state of the Exclusive Areas. 5.02 COMPLIANCE WITH LAWS: Throughout the Term, the Municipality, at its sole cost and expense, will promptly comply with all laws, ordinances, orders, rules, regulations and requirements of all federal, provincial and municipal governments, departments, j commissions, boards and offices, (including applicable Workplace Health and Safety laws) foreseen or unforeseen, ordinary as well as extraordinary, which are from time to time applicable to the Licenced Property or to the use or manner of use of the Licenced Property, whether or not such compliance shall be ordered or directed to or against OIC or the Municipality or both. ' 5.03 DESTRUCTION: In the event the Building should be damaged or destroyed, in whole or in part, during the Term, OIC shall be under no obligation to repair, restore, rebuild ' or replace the Building. ARTICLE VI ASSIGNMENT 1 6.01 PROHIBITION ON RIGHT TO ASSIGN: The Municipality may not at any time during the Term assign,part with possession or otherwise directly or indirectly effect a temporary or permanent disposition of its interest under this Agreement. ARTICLE VII INSURANCE 7.01 INSURANCE ON LICENCED PROPERTY: The Municipality will maintain or cause to be maintained from time to time during the Term, insurance in the names of the Municipality and OIC in respect of the Licenced Property which are normally insured by prudent owners from time to time, and the Municipality shall deliver to OIC certificates of insurance annually when such insurance is renewed. ' 7.02 ADDITIONAL COVERAGES: Throughout the Term, the Municipality shall place and maintain comprehensive public liability insurance, in the names of the Municipality and OIC, against claims for personal injury, death or property damage suffered by others on, in or about the Licenced Property in an amount, per occurrence, equal to no less than TWO MILLION ($2,000,000.00) DOLLARS. -5- ' 7.03 NO CANCELLATION: All policies of insurance required to be placed and maintained by the Municipality herein shall contain an endorsement providing that no cancellation thereof shall be effective unless a prior notice in writing has been delivered to OIC at least thirty (30) days prior to the effective date of such cancellation. ' 7.04 MUTUAL INDEMNITY: The Municipality shall indemnify and save harmless OIC, and OIC shall indemnify and save harmless the Municipality from and after the Agreement Commencement Date with respect to any damage which may be suffered by the ' Municipality or OIC arising from any breach or non-performance by the Municipality or OIC of their respective covenants and obligations under this Agreement and including all loss, cost and expense incurred by the Municipality or OIC (including all legal costs ' incurred in defending any such claims and enforcing this indemnity) which may arise as a result of any such claim by any third party or arising as a consequence of any such breach or non-observance by the Municipality or OIC, it being acknowledged and agreed by the Municipality and OIC that the respective liability to the Municipality or OIC under this Section in respect of any such claim or breach or non-observance which arises before the expiration or other termination of this Agreement shall survive such expiration or other ' termination. 1 7.05 OIC MAY INSURE: In the event that the Municipality at any time fails to take out or keep in full force and effect the policies of insurance as set out herein, OIC may after thirty (30) days notice to the Municipality, insure on the Municipality's behalf with the insurance requirements set out herein and may collect the premiums for same as Licence Fees under this Agreement, provided that OIC shall in no way be responsible for the adequacy of the coverage so taken by it in lieu of the Municipality's obligations herein. ' 7.06 USE: The Municipality shall not do or omit to do anything on the Licenced Property which would lead to the cancellation of any insurance coverage on the Property, whether placed by the Municipality or OIC, or would render the Property uninsurable. If such circumstances arise, the Municipality shall immediately cease and desist such activity or remedy such omission, failing which OIC may terminate this Agreement. ARTICLE VIII REMEDIES AND DEFAULTS 8.01 NOTICE AND PERIODS OF GRACE: OIC shall not exercise any right or remedy under this Agreement resulting from any non-payment of any financial obligation, or any breach or non-performance of any other obligation of the Municipality under this Agreement until OIC shall have given notice to the Municipality and in the case of any non-payment of money, the Municipality shall have failed to make payment of the same within a period of 15 days after the giving of such notice, and in the case of any other breach or non-performance, the Municipality shall have failed to remedy such breach or failed to commence to remedy such breach and thereafter diligently proceed to remedy such breach or non-performance within a period of 30 days after the giving of such notice. 8.02 AVAILABLE REMEDIES OF OIC: Subject to Section 8.01, OIC shall have all remedies, including the right of re-entry, distress, and remedies in damages and injunctive relief, available to OIC at law or in equity arising upon any default by the Municipality under this Agreement, as if it were a landlord. 8.03 RE-ENTRY: Subject to Section 8.01, OIC may re-enter the Licenced Property on non-payment of Licence Fees or other financial obligations of the Municipality hereunder, ' and have again, repossess and enjoy its former estate free and clear of all claims of the Municipality and the Agreement shall be terminated. 8.04 ACTION IN DAMAGES: Should OIC at any time terminate this Agreement for any breach, OIC shall be entitled to, in addition to any other remedies which it may have, recover from the Municipality all damages incurred by reason of such breach, including, but not limited to, OIC's costs in recovering the Licenced Property, and OIC's legal and I other professional fees, both judicial and extra judicial, all of which amounts will be immediately due and payable from the Municipality to OIC upon the termination of this Agreement. ' 8.05 EXPROPRIATION: If the whole or any part of the Property shall be expropriated, OIC and the Municipality shall be free to determine their respective rights pursuant to The ' Expropriations Act (Ontario) as amended and OIC and the Municipality agree to co-operate with each other to maximize the potential award to each other. 8.06 EXPROPRIATION - RIGHT TO TERMINATE: In the event that any expropriation of the Property or any portion thereof in excess of twenty (20%) percent shall render the continued use of the Property commercially impracticable, as determined by OIC acting ' reasonably,then this Agreement shall terminate effective of the date of such expropriation. rARTICLE IX ARBITRATION 9.01 MATTERS TO BE ARBITRATED: All disputes arising between OIC and the Municipality in respect of the express provisions of this Agreement requiring the consent or approval of OIC or the Municipality or their respective agents or representatives, shall be referred to arbitration, and shall be settled by arbitration in accordance with the provisions set forth in Section 9.02. 9.02 RULES GOVERNING ARBITRATION: Wherever any arbitration is permitted or required under this Agreement, arbitration proceedings shall be commenced by the party desiring arbitration(the "Initiating Party")and the following principles shall apply to such arbitration: ' (a) Upon notice from the Initiating Party to the other party or parties(the "Responding Party"), the parties shall meet and attempt to appoint a single arbitrator. If the parties are unable to agree on a single arbitrator within 10 business days following said notice, then within 5 days of notice given by either party, OIC and the Municipality shall each name an arbitrator, and the 2 arbitrators so named shall promptly thereafter choose a third. If either party shall fail to name an arbitrator within 5 days from such notice, then the second arbitrator shall be appointed by a Judge of the Superior Court of Justice pursuant to the provisions of the Arbitration Act(Ontario)upon application of the other party. If the two arbitrators shall fail within 5 days from their appointment to agree upon and appoint the third arbitrator then,upon application of either OIC or the Municipality, such third arbitrator shall be appointed by a Judge of the Superior Court of Justice pursuant to the provisions of the Arbitration Act(Ontario). The provisions of the Arbitration Act(Ontario) shall apply to any such Court application pursuant to this subsection. (b) The single arbitrator or the arbitrators so chosen shall proceed immediately to hear and determine the question or questions in dispute. The decision and reasons therefor of the single arbitrator, or if more than one arbitrator, then of the arbitrators, or a majority of them, shall be made within 90 days after the appointment of the single arbitrator, if that is the case, or the appointment of the third arbitrator, subject to any unavoidable delays. (c) The decision and reasons therefor of the single arbitrator, or the decision and reasons therefor of the arbitrators, or a majority of them, shall be in writing and signed by the single arbitrator or by the arbitrators, or a majority of them, and shall be final and binding upon the parties hereto as to any question or questions ' so submitted to arbitration and the parties shall be bound by such decision and perform the terms and conditions thereof. (d) The compensation and expenses of the single arbitrator or the arbitrators (unless otherwise determined by the arbitrators at the request of any of the parties to the ' arbitration) shall be paid in equal proportions by the parties hereto. ARTICLE X CANCELLATION BY OIC ' 10.01 ABANDONMENT: If the Licenced Property is abandoned and such condition persists for a period of six consecutive months, within the following 60 days, OIC may notify the Municipality, of its intention to terminate the Agreement on the expiry of thirty (30) days from the date of such notice, unless the Municipality thereafter proceeds to cure such abandonment. If the Municipality thereafter fails to cure such abandonment within the date specified in OIC's notice, then OIC may terminate the Agreement forthwith, whereupon ' the remainder of the Term shall be surrendered to OIC, and OIC and the Municipality shall adjust all amounts payable to the Agreement Cancellation Date. ARTICLE XI MISCELLANEOUS 11.01 NO WAIVER: No waiver of any covenant or condition contained in this Agreement or of any breach of any such covenant or condition shall constitute a waiver of any subsequent breach of such covenant or condition by either party, or justify or authorize the non-observance on any other occasion of the same or any other covenant or condition hereof of either party. 11.02 SURRENDER: Upon the termination of the Term, the Municipality shall quit and surrender the Licenced Premises, in good condition and repair, except for reasonable wear and tear. 11.03 NOTICES: Any notices required or permitted to be given by the provisions of this Agreement by either party to the other shall be in writing and shall be personally delivered or transmitted by facsimile transmission, in the case of the Municipality, to it at: The Corporation of the Municipality of Clarington 40 Temperance Street Bowmanville, Ontario, L1C 3A6 i Attention: Property Manager Facsimile: 1-905-623-5717 and in the case of OIC, to it at: Suite 2000, Canadian Pacific Tower, Toronto Dominion Centre, Toronto, Ontario, M5K 1E7 Attention: David E. Clark Facsimile: 416-863-1009 Each of OIC and the Municipality may by notice in writing to the other from time to time designate any other address to which notices to it may be sent. -8- 11.04 TIME: Time shall be of the essence of this Agreement, save as herein otherwise specified. 11.05 FORCE MAJEURE: Where an event of Force Majeure occurs, each party claiming prejudice because of the Force Majeure shall be entitled upon written notice to the other party, to postpone its obligations for a reasonable period of time based on the nature of the obligation and the nature of the Force Majeure. ' IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date above first written. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON 6-17 ��hl5g Per: ' Autho e ng Officer Per: thor' Si g Officer ONTARIO INDEPENDENT ' CREMATORIUMS LTD. ' 4�Authorized Signing Officer r 1 i 1 1 i i 1 SCHEDULE "A" DESCRIPTION OF THE PROPERTY ' All and singular that certain parcel or tract of land being part of Lot 8, Concession 1 in the Municipality of Clarington(formerly Bowmanville),in the Regional Municipality of Durham,and being designated as Part 1,Plan 40R-19752, containing 0.50 hectares more or less on the west side of Haines Street, and known municipally as 1200 Haines Street, Bowmanville. ' -10- SCHEDULE "B" DEFINITIONS ' "Agreement" means this agreement and all written amendments and modifications and other instruments supplemental hereto from time to time entered into by OIC and the Municipality. ' "Commencement Date" means the first day of the month following the date the Building opens for business. "Force Majeure" means any delay by either party in the performance of its obligations pursuant to this Agreement caused in whole or in part by any act of God, strikes, lockouts or other ' industrial disturbances, acts of the Queen's enemies, sabotage, war, blockades, insurrections, riots, civil disturbances, fire or explosion. ' "Improvements" means all buildings, structures, fixtures, facilities (including without limitation any drainage facilities) and fixed improvements now or hereafter constructed on the Property, ' including any alterations thereof, additions thereto or replacements thereof,but excluding interior leasehold improvements, the retorts and all appurtenances thereto. "Municipality" means the Corporation of the Municipality of Clarington; "OIC" means the owner, for the time being, of the Property "Prime Rate" means the rate or rates of interest per annum charged by the Bank of Nova Scotia from time to time at Toronto, Canada for loans in Canadian dollars to its most credit-worthy commercial customers calculated monthly and compounded semi-annually, not in advance. "Property" means the lands described in Schedule "A" attached hereto. "Proportionate Share" means twenty percent (20%). ' "Public Areas of the Building" means those areas outlined in Red on Schedule "C" annexed hereto. ' "Realty Taxes" means the periodic municipal realty taxes (or taxes levied by another governmental authorities in lieu of municipal taxes), rates, duties, and assessments, which are ' from time to time levied, imposed or assessed against the Property and any Improvements thereon and including those levied, imposed or assessed thereon for utilities and local improvements (excluding special levies associated with the construction of the Improvements unless typically recoverable from tenants as an operating cost recovery) or in respect of any occupancy or use thereof(but excluding taxes in respect of the income or capital). "Term" means the term of this Agreement provided in Section 3.02 hereof. ' -11- C W-P 36,18" 42'-01/4- a � 1„ W-OW4" /ncernieres.ra•oic wee / _ fi1VU�GL' � 69 19 11'-13/9' b on r - Awi\Mrlj" 6'-11Y8" I 1 7 I 5'31/9 b'51/8 ------- GDOLCR j----------- 63/4• y rr -------- • -----� 1 ; QyV'EI T'p3/Y 10'i3/4' 1� /4'1. 71•,6• '=� i`L..'``` i' »� )t Z9'-103/4" 4 h y �& 1 1 � L � 41/9 1 =- —' -- � -- ---- --- N'619/32' 39-51/9' 40'4 V9' ra as 3/e" ----------------- I e� I 1 14 71d orra IaaoM g I 1 I r�^.raa 175' 9'03 9' SfOR/�W.` 9 63 14* - v y, ' 10' 411/32 9 ' 17'45/16" yo MWLAY/�011JCE 16'-1VY' Ir.le••r f iti i �---i i---i i I Al1L°11ARYRhL t•. N f N e 1 FUM NENSO& �943�9" on 1 fORTOCMrIUA 1'i3/4" e EL�•1 1 1 e 1 ® I 11510NS N hE f[1 D oet -- s - --- 26 TO5MCAL..VV5. Iri 3/Y' mm - - y. fOR fO NSfA.L At Y1 69/K" .9a45 t Wai"m LEACEM f0 MWA N A=ON MVFr fY MCC./6 MO. w MAIN KOM FILM �n H'40" 4'4" 593116" 4'45/8" IY VII AJNUM 4'45/9' 5'93/16" 5'-1Ue" 41-51/4' 943/4" 12 83/9 PY-95/9' w Zq.8" 45'-63/4' Ltf4wvy, ALAVCt51] 94'4314" - t Aww" ' RIGHT OF FIRST REFUSAL THIS HIS AGREEMENT is made and entered into as of the 26 day of June, 2001. ' BETWEEN: ' THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON (hereinafter referred to as the "Municipality") OF THE FIRST PART ' - and- ONTARIO INDEPENDENT CREMATORIUMS LTD. ' (hereinafter referred to as "OIC") OF THE SECOND PART ' WHEREAS OIC is the registered owner of the property more particularly described in Schedule "A" annexed hereto (the "Property"); and WHEREAS OIC purchased the Property from the Municipality for the purpose of constructing a crematorium thereon; and ' WHEREAS part of the consideration for the said purchase was that OIC would grant the Municipality the right of first refusal to purchase the Property and all improvements hereinafter ' constructed thereon by OIC. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration ' of the mutual covenants and conditions contained herein, the parties hereto agree as follows: ' 1. If OIC receives a bona fide written offer to purchase the Property(hereinafter in this Article referred to as the "Offer") from any person dealing at arm's length with OIC which is acceptable to OIC, OIC shall, by notice in writing (hereinafter in this Article referred to as the "Second Offer"),offer to sell the Property to the Municipality at the same price and upon the same terms and conditions as are contained in the Offer. Such notice shall be accompanied by a true copy of the Offer. The Second Offer shall not be revocable by OIC for a period of thirty (30) days ' following the date upon which the Second Offer was given to the Municipality by OIC,except with the written consent of the Municipality,and shall be open for acceptance by written notice delivered by the Municipality to OIC for the said thirty(30) day irrevocable period. ' 2. If the Second Offer is duly accepted by the Municipality during the said thirty (30) day irrevocable period, then OIC shall sell and the Municipality shall purchase the Property upon the terms and conditions contained in the Second Offer. ' 3. If, within said thirty (30) day irrevocable period, the Municipality shall not have accepted the Second Offer, then OIC shall be entitled to sell the Property in accordance with the Offer. ' -1- 4. If a sale of the Property pursuant to the Offer is not completed within one hundred and eighty(18 0)days from the expiry of the Second Offer,no sale of the Property shall be made to the third party without again complying with the terms of this Agreement, and so on from time to ' time. 5. The closing of the transaction of purchase and sale pursuant to the Second Offer shall ' take place on the date(hereinafter in this Agreement called the"Date of Closing")which is not more than thirty (30) days after the acceptance of the Second Offer; provided that if the provisions of paragraph 6 hereof become operative, the closing of the transaction of purchase and sale shall be ' delayed until the date which is the later of: a. the date which is thirty (30) days after the acceptance of the Second Offer; and ' b. the date which is five (5) days following the date upon which the fair market value of the publicly-traded securities have been determined in accordance with paragraph ' 6 hereof. ' 6. Notwithstanding anything to the contrary herein contained, OIC will make its best efforts to ensure that the Offer is on terms that provide for the payment of cash,or a combination of cash and a mortgage on the security of the Property.If the Offer provides for security on any assets ' other than or in addition to the Property, the Second Offer may contain a requirement for the Municipality to provide letter of credit security in an amount and/or on terms equivalent to the security to be granted by the third party making the Offer. For the purposes hereof,the fair market ' value of the security shall be determined as of the close of business on the day immediately preceding the Date of Closing and failing agreement by the Municipality and OIC, shall be determined by an independent business valuator, to be agreed upon by the Municipality and OIC. ' If the Municipality and OIC fail to choose an independent business valuator within ten (10) days following the acceptance of the Second Offer by the Municipality,then such business valuator shall be chosen by a Judge of the Superior Court of Justice(of Ontario)sitting in the Central East Region ' upon the application of either the Municipality or OIC. Such valuator shall act as expert and not as umpire or arbiter,shall apply generally accepted valuation principles and the decision of the valuator shall, in the absence of fraud,be final and binding, clerical errors excepted,and no appeal shall lie therefrom. 7. The Municipality acknowledges and agrees that subject to the terms of this Agreement and applicable law,whether federal,provincial or municipal,OIC shall not be restricted or encumbered in any way in its use of and/or dealings with the Property from time to time. ' 8. The parties hereto covenant and agree that at the request of either party, the Municipality and OIC will promptly execute and deliver to the requesting party a short form or memorandum of this Agreement duly acknowledged and in registerable form setting forth, such information as either party may reasonably request to give appropriate notice. The short form or memorandum of Agreement may be recorded by either the Municipality or OIC. ' 9. Any notices required or permitted to be given by the p rovisions of this Agreement by either party to the other shall be in writing and shall be personally delivered or transmitted by ' facsimile transmission, in the case of the Municipality,to it at: ' 40 Temperance St., Bowmanville, Ontario. L1C 3A6 ' Attention: Chief Administrative Officer Facsimile: 905-623-9282 ' -2- and in the case of OIC, to it at: ' Suite 2000 Canadian Pacific Tower, ' Toronto Dominion Centre, Toronto, Ontario. M5K lE7 ' Attention: David E. Clark Facsimile: 416-863-1009 1 Each of the Municipality and OIC may by notice in writing to the other from time to time designate any other address to which notices to it may be sent. ' 10. Time shall be of the essence of this Agreement, save as herein otherwise specified. ' 11. Should any provision or provisions hereof be found or declared to be illegal or unenforceable,all the other provisions hereof shall remain in force and be binding upon the parties ' hereto as though the said illegal or unenforceable provision or provisions had never been included. 12. In this Agreement, the expressions "herein," "hereof," "hereunder," "hereto," ' "hereinafter" and similar expressions refer to this Agreement and not to any particular article, section,paragraph or other portion thereof,unless there is something in the subject matter or context inconsistent therewith and the terms defined herein may be used either in the singular or the plural ' and, as so used, shall have the appropriate meanings. 13. Nothing contained in this Agreement shall be deemed to create any relationship tbetween the Municipality and OIC other than independent contractors. 14. Words importing the singular shall include the plural and vice versa and words ' importing gender shall include all genders. ' 15. This Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario agreement. 16. Each covenant contained in this Agreement is considered for all purposes to be a separate and independent covenant and a breach of a covenant by either the Municipality or OIC will ' not discharge or relieve the other party from its obligation to perform each of its covenants hereunder subject to the rights of the party who is not in breach of its covenant to elect, if permitted by law to do so, to terminate this Agreement pursuant to the terms hereof for such breach of covenant. ' 17. All reference to currency in this Agreement shall be deemed, unless the context otherwise requires, to be a reference to lawful money of Canada. ' 18. No supplement,modification or alteration of any of the terms of this Agreement shall be binding unless executed in writing by the parties. No waiver of any of the provisions of this ' Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall any waiver constitute a continuing waiver unless expressly provided for herein. ' 19. Except as otherwise provided in this Agreement, all covenants, agreements, provisions, and conditions of this Agreement shall be binding on and enure to the benefit of the ' parties hereto, their respective permitted successors and assigns. -3- 1 20. The parties hereto and each of them shall and will at all times and from time to time ' hereafter and upon every reasonable written request so to do,make,do,execute,deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances, and things as may ' be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. tIN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date above first written. ' SIGNED, SEALED AND DELIVERED in the presence of: ) ' ) MUNICIP TY F CL NGTON ' ) Per: Auth riz Wing Officer ) Per. ' ) uth ' e'S' ing Officer ' ) ONTARIO INDEPENDENT CREMATORIUMS LTD. j Authorized Signing Officer ) 1 ' -4- tSCHEDULE "A" DESCRIPTION OF THE PROPERTY ' All and singular that certain parcel or tract of land being part of Lot 8, Concession 1 in the Municipality of Clarington(formerly Bowmanville),in the Regional Municipality of Durham,and ' being designated as Part 1,Plan 40R-19752,containing 0.50 hectares more or less on the west side of Haines Street, and known municipally as 1200 Haines Street, Bowmanville. 1 1 1 ' -5-