HomeMy WebLinkAboutLEG 03-17 e, Report to
P 1CKE R I N G Executive Committee
V Report Number: LEG 03-17
Date: April 3, 2017
From: Paul Bigioni
Director, Corporate Services & City Solicitor
Subject: Mattamy (Seaton) Limited (Phase I)
- Seaton Master Parks Agreement and Seaton Easement Conveyance Agreement
- File: SP-2009-13 and L-4100-004-15
Recommendation:
1. That Report LEG 03-17 respecting the Seaton Master Parks Agreement and Seaton
Easement Conveyance Agreement be received;
2. That the Seaton Master Parks Agreement, substantially in the form included in this Report as
Attachment No. 1, be entered into by the City to govern the provision of parkland within
Seaton, subject to such minor revisions as are satisfactory to the Director, Corporate
Services & City Solicitor;
3. That the Seaton Easement Conveyance Agreement, substantially in the form included in this
Report as Attachment No. 2, be entered into by the City in respect of the Mattamy (Seaton)
Limited Phase I subdivision (SP-2009-13), subject to such minor revisions as are satisfactory
to the Director, Corporate Services & City Solicitor;
4. That the form of Easement Conveyance Agreement included in this Report as Attachment
No. 2, subject to revisions approved by the Director, Corporate Services & City Solicitor, be
used by the City for all easements required to permit the location of storm water
management ponds and facilities on Provincial lands, as needed to service other Seaton
subdivisions;
5. That the said Agreements, including all future Easement Conveyance Agreements in
Seaton, be executed by the Mayor and City Clerk; and
6. That the appropriate City of Pickering officials be authorized to take the necessary actions as
indicated in this Report.
Executive Summary: The Conditions of Draft Approval for the Seaton subdivisions require a
Master Parks Agreement to be entered into to establish the process for parkland dedication in
accordance with the Planning Act. The Master Parks Agreement included as Attachment No. 1 to
this Report fulfills this requirement, and it has been drawn up to ensure that the City receives from
the Seaton landowners all the parkland contemplated by the Seaton Neighbourhood Plans. Staff
recommend that it be approved.
Some of the storm water management ponds in Seaton are located within the Province's natural
heritage system lands. The City's Financial Impacts Agreement requires the Province to grant
LEG 03-17 April 3, 2017
Subject: Seaton Master Parks and Seaton Easement Conveyance Agreements Page 2
irrevocable easements to permit the location of the City's storm water management ponds on
Provincial lands, as required for the various Seaton subdivisions. The Easement Conveyance
Agreement included as Attachment No. 2 to this Report has been negotiated by City staff to allow
for City ponds to be located on Provincial lands. It is in acceptable form, and staff recommend that
it be approved for use in the Mattamy (Seaton) Limited subdivision SP-2009-13 and for use as a
template for future subdivisions in Seaton, as required.
Financial Implications: There are no direct financial implications associated with this Report.
Discussion:
Master Parks Agreement
On March 25, 2013, the Ontario Municipal Board approved the Neighbourhood Plans for Seaton.
The Neighbourhood Plans show the location of the parks in Seaton. Pursuant to the
Neighbourhood Plans, the landowners within Seaton will provide 55.194 hectares of parkland to
the City.
On December 2, 2013, the Ontario Municipal Board approved the Conditions of Draft Approval for
the Seaton Plans of Subdivision, including Subdivision SP-2009-13. Condition No. 16 specifies
that a Seaton Master Parks Agreement be entered into to establish the requirements and process
for parkland dedication in accordance with the Planning Act for the Seaton neighborhoods. City
staff have negotiated the terms of a Seaton Master Parks Agreement. The basic format of the
Agreement is similar to the City's existing Duffin Heights Master Parks Agreement. The
Agreement contains provisions which ensure that the City receives all the parkland to which it is
entitled, even if there are minor revisions to the area and configuration of any park as the plans of
subdivision are finalized and registered. Staff recommend that the form of Master Parks
Agreement included as Attachment No. 1 to this Report be approved by Council and executed.
Easement Conveyance Agreement
The Neighborhood Plans for Seaton also describe the location of the storm water management
ponds necessary for the safe and orderly development of Seaton. Approximately 27 of the storm
water management ponds are located within natural heritage system ("NHS") lands owned by the
Province of Ontario. In 2015, the City approved the Seaton Landowners Group and City of
Pickering Financial Impacts Agreement (Resolution No. 24/15). Pursuant to the Financial Impacts
Agreement, the Province has agreed to grant to the City irrevocable easements in perpetuity to
allow the City's storm water management works to be located within the Province's NHS lands.
City staff have now negotiated a form of Easement Conveyance Agreement for that purpose. The
form of Easement Conveyance Agreement included as Attachment No. 2 to this Report is in
acceptable form, and staff recommend that it be approved by the City and executed. Staff also
recommend that it be used, subject to necessary revisions approved by the Director, Corporate
CORP0227-07/01 revised
LEG 03-17 April 3, 2017
Subject: Seaton Master Parks and Seaton Easement Conveyance Agreements Page 3
Services & City Solicitor, as the template for all future easements required within Seaton for storm
water management ponds located on Provincial lands.
Attachments: •
1. Seaton Master Parks Agreement
2. Seaton Easement Conveyance Agreement
Pr-par, •/Approved By:
1
Paul 'i•'?
Direc or, orp•rate Services & City Solicitor
PB:ks
Recommended for the consideration
of Pickering City Council
6P&611 Vae• (4, 2a'7
Tony Prevedel, P.Eng.
Chief Administrative Officer
CORP0227-07/01 revised
ATTACHMENT# 1 TO REPORT# ,r9& 0 3 -/ _
• SEATON COMMUNITY
MASTER PARKS AGREEMENT • l .Of. 1
THIS AGREEMENT is made this•day of♦,2017. •
BETWEEN:
THE CORPORATION OF THE CITY OF PICKERING
(hereinafter referred to as the"City"), -
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO
as represented by the MINISTER OF INFRASTRUCTURE
(hereinafter referred to as the"Province"), •
LEBOVIC ENTERPRISES LIMITED
• (hereinafter referred to as"Lebovic"),
1133373 ONTARIO INCORPORATED
(hereinafter referred to as"Lebovic 2"),
OAK RIDGES SEATON INC. •
(hereinafter referred to as"Oak Ridges"),
ZAVALA DEVELOPMENTS INC.
(hereinafter referred to as"Zavala 1"),
ZAVALA DEVELOPMENTS INC., in Trust,
(hereinafter referred to as"Zavala 2"),
MATTAMY(SEATON)LIMITED
(hereinafter referred to as"Mattamy"),
WHITE SUN.DEVELOPMENTS LIMITED
(hereinafter referred to as'White Sun")
and
NORTH PICKERING COMMUNITY MANAGEMENT INC.
(hereinafter referred to as the"Trustee")
RECITALS:
A. Lebovic, Lebovic 2, Oak Ridges,Zavala 1,Zavala 2, Mattamy and White Sun
are each corporations incorporated pursuant to the laws of the Province of
Ontario, and, together with the Province, are individually referred to as an
"Owner"and collectively referred to as the"Owners".
B. By Order-in-Council No.219/2015, approved and ordered February 18, 2015,
all the powers and duties of the Minister of Infrastructure under Order-in-
Council No. 1376/2011 relating to infrastructure and real property matters of
the Government of Ontario were assigned and transferred to the Minister of
Economic Development, Employment and Infrastructure (now known as.the
"Minister of Infrastructure").
•
C. The Owners are the owners of land in the City of Pickering in the Regional
Municipality of Durham in an area known as the Seaton Community("Seaton"),
as depicted on Schedule"A-1",and the individual land holdings of each Owner
in Seaton are described in Schedule"A-2"and hereinafter individually referred
to as an Owner's"Lands".
D. The Trustee is named as the trustee of the Owners pursuant to an agreement
known as the North Pickering Community Amended and Restated Cost
Sharing Agreement dated November 26,2015(the"Seaton CSA").
E. Seaton is a development area subject to the Central Pickering Development
Plan, which was prepared and approved by the Minister of Municipal Affairs
and Housing pursuant to the Ontario Planning and Development Act, 1994,
S.O. 1994, c. 23, and came into effect by Provincial Order-in-Council dated
May 3, 2006,and amended on June 6, 2012(the"CPDP").
F. The policies of the CPDP contemplate that the development of Seaton will be
implemented through the preparation and adoption of Neighbourhood Plans as
amendments to the City's Official Plan. In furtherance of the foregoing, as of
the date of this Agreement,the following have been approved:
(1) an amendment to the City's Official Plan containing a comprehensive
set of Neighbourhood Plan policies and map amendments for the
purpose of implementing the CPDP for Seaton("OPA 22");and
(2) a Zoning By-law applicable to Seaton and draft plans of subdivision in
respect of the Lands of each of the Owners except for the Province
(subject to the fulfillment of conditions of draft approval).
G. The City is entitled to the conveyance of land for park or other recreation
purposes pursuant to sections 42 and 51.1 of the Planning Act, R.S.O. 1990,
c. P-13, as amended (the "Planning Act") as a condition of the approval of a
Plan of Subdivision, or as a condition of other development or redevelopment
("Development").
H. Pursuant to the conditions of draft approval applicable to each of the Owners'
Lands and in conjunction with the Seaton CSA, each Owner must enter into
this Agreement and comply with the requirements and process for
implementing the park dedication requirements of the Planning Act on a
comprehensive basis for Seaton, for the purpose of providing the City with
parkland adequate to facilitate the development of Seaton as contemplated by
OPA 22.
The Owners and the City have determined that a total of 55.194 Ha of parkland
will be adequate to service the development of Seaton pursuant to OPA 22 and
to fulfill the Owners'total obligations to convey land in Seaton for park or other
recreation purposes pursuant to the Planning Act,and that additional parkland
in Seaton will only be required if future Official Plan amendment allows
development of greater density than is contemplated by OPA 22.
J. The parties have entered into this Agreement to confirm the terms upon which
all parkland in Seaton will be transferred to the City.
NOW THEREFORE,for good and valuable consideration, the sufficiency of which is
hereby acknowledged,the PARTIES HEREBY COVENANT AND AGREE as follows:
ARTICLE 1
PARKLAND OBLIGATIONS
1.1 Agreement governs parkland obligations in Seaton — This Agreement
constitutes the parties' agreement to address, on a comprehensive basis for
Seaton, all requirements to convey land for park or other recreation purposes,
pursuant to the Planning Act.All parkland conveyance obligations affecting all
owners of land in Seaton shall be governed by the terms of this Agreement
unless and until additional development density or change in use is permitted
by any future Official Plan amendment (in which case, the individual Owner
who obtained approval of such Official Plan amendment for its Lands shall be
solely responsible to satisfy the City directly for any additional parkland
obligation).
1.2 Creditable Parkland — The dedication of land for park or other recreation
purposes pursuant to the Planning Act shall be satisfied on a comprehensive
basis in Seaton by the dedication of land that is eligible for a parkland credit in
•
accordance with Policy 11.13 of OPA 22 that is designated as:
(a) Community Parks;
(b) Neighbourhood Parks;
(c) • Recreation Centres; and
(d) Village Greens;
2
(e) Trail Heads depicted as Blocks within any plan of subdivision; and
(f) Urban Squares,
(individually and collectively, "Creditable Parkland").The anticipated locations
of Creditable Parkland in Seaton are schematically depicted in Schedule "B"
attached hereto.
1.3 Seaton Parkland Obligation—The lands that will be dedicated to the City as
Creditable Parkland in accordance with this Agreement collectively represent
the total amount of Creditable Parkland that is required to be dedicated in
fulfillment of the parkland dedication requirements of the Planning Act for the
whole of Seaton (the"Seaton Parkland Obligation") pursuant to OPA 22.The
parties acknowledge and agree that the methodology for the calculation of the
total Seaton Parkland Obligation is set out in the column labelled"Dedication
Basis" in Schedule"C" attached hereto, and such methodology is not subject
to revision or adjustment.
1.4 Direct obligation to City for OPA for increased density—In the event that
any individual Owner obtains approval of an amendment to OPA 22 to permit
any of its Lands in Seaton to be developed with a greater density than what is
permitted pursuant to OPA 22,the individual Owner who obtained approval of
such Official Plan amendment for its Lands shall be solely responsible to satisfy
the City directly for any additional parkland obligation (or cash-in-lieu thereof)
that is required by the City. For greater certainty,the City may only require any
additional parkland obligation from such an Owner in respect of any such
additional density and, in such circumstance, such individual Owner shall
convey additional parkland to the City or pay the City directly for any such
obligation.
ARTICLE 2
PARKLAND DEDICATIONS
2.1 Parks on Neighbourhood Plans—The parties acknowledge that the currently
anticipated locations of Creditable Parkland as depicted on Schedule"B" are
shown schematically, and that the exact size, location and configuration of
each park to be dedicated as Creditable Parkland shall be confirmed through
the Development process to the reasonable satisfaction of the City. For
purposes of this Agreement,"Development"includes the registration of plan of
subdivision or plan of condominium, obtaining a land division approval and/or
executing a site plan control agreement.
2.2 Further adjustments—The exact size, location and configuration of all land
to be dedicated as Creditable Parkland will be confirmed through the
Development process, provided, however, that in no event will the Owners
transfer to the City less than a total of 55.194 Ha of parkland in respect of the
development of Seaton pursuant to OPA 22.
ARTICLE 3
CONDITION OF PARKLAND
3.1 Delivery of Creditable Parkland—Each Owner shall,as a condition of its Plan
of Subdivision or other Development approval, be required to convey or
dedicate Creditable Parkland that is located on its own Lands at no cost and
free of any encumbrances to the satisfaction of each Owner shall obtain
approval from the City for the final location, size and configuration of the
Creditable Parkland located on its Lands no later than the approval date for the
applicable Development plan.
3.2 Park improvements —All Creditable Parkland that is conveyed to the City
pursuant to this Agreement shall:
(a) be rough graded to the City's satisfaction in accordance with grading
plans approved by the City;
(b) be provided with appropriate topsoil to the City's standards;
3
•
(c) be remediated so that it complies with the soil condition standards for
parkland use as provided for in the Environmental Protection Act,
R.S.O. 1990, c. E. 19 and Regulations thereunder, or such other
standards issued by the Ministry of Environment from time to time;and
(d) be serviced with road frontage and service connections installed to the
Creditable Parkland boundary to the City's standards,
prior to the date of conveyance to the City, or at such later date as may be
acceptable to the City on terms satisfactory to the City including, without
limitation,in respect of financial security for such obligations.
3.3 Additional improvements subject to credit—The City shall not require any
Owner that conveys Creditable Parkland pursuant to this Agreement to
undertake any other improvements to such Creditable Parkland beyond those
described in Section 3.2, provided that the City may make distinct
arrangements with individual Owners to undertake or provide improvements to
such Creditable Parkland on terms satisfactory to the City, which terms may
include the provision of credits pursuant to the Development Charges Act,
1997, S.O. 1997, c.27.The City agrees that it shall not impose restrictions on
the use of such credits and therefore such credits may be used to satisfy any
Development Charge imposed by the City.
ARTICLE 4
IMPLEMENTATION AND PARTICIPATION
4.1 Implementation—In recognition of the agreement among the parties that this
Agreement shall address the delivery of Creditable Parkland in Seaton on a
comprehensive basis:
(a) The Owners acknowledge that the City is not a party to the CSA and
shall in no way be liable to any person under the CSA in respect of
parkland contributions or any other matter;
(b) No individual Owner shalt seek any compensation from the City for
Creditable Parkland from its Lands that is conveyed to the City pursuant
to this Agreement, regardless of whether the area of land conveyed
exceeds the area of land that the City would be entitled to for an
individual Development plan pursuant to applicable law. Rather, the
parties agree that such individual Owner shall be compensated for any
such over-contribution pursuant to the Seaton CSA; and
(c) Subject to Section 1.4, other than the conveyance of Creditable
Parkland pursuant to this Agreement, the City shall not require any
individual Owner to convey any land for parks nor to pay cash-in-lieu of
parkland pursuant to the Planning Act, regardless of whether the City
would be entitled to any such additional conveyance or payment for an
individual Development plan pursuant to applicable law.Rather,subject
to Section 1.4, the parties acknowledge that parkland contributions
from Owners who are not dedicating Creditable Parkland are being
addressed pursuant to the Seaton CSA.
ARTICLE 5
GENERAL PROVISIONS
5.1 Successors and assigns—The Agreement shall enure to the benefit of and
shall be binding upon the parties and their respective heirs, successors and
permitted assigns.
5.2 Assumption by successors and assigns—Any successor in title to any party
shall be bound by the terms of this Agreement as if it were an original signatory
to this Agreement. Each Owner acknowledges that the provisions of this
Agreement run with title to their respective lands within Seaton,and each party,
including the Province,covenants not to sell,transfer or otherwise alienate any
of its lands within Seaton unless the transferee agrees to be bound by the
terms of this Agreement, provided, however,that this provision shall not apply
to the purchasers of individual lots or blocks or parts thereof which are sold for
4
personal use both with dwellings erected thereon. Any agreement of purchase
and sale entered into by any party included within the Owners' Lands shall
require that, as a condition to the completion of the transaction,the purchaser •
shall execute an agreement in a form satisfactory to both the Trustee and the
City that such transferee shall be bound by the provisions of this Agreement.
Such assumption agreement is to be executed by the Trustee, and the
transferor and transferee of any Lands.
5.3 Entire agreement — This Agreement, the schedules referred to herein
constitute the entire agreement between the parties hereto as relates to the
matters referred to herein, and supersedes all prior agreements,
representations,promises,arrangements and understandings,whether oral or
written, express or implied, with respect to the subject matter of this
Agreement. None of the parties hereto shall be bound by or charged with any
oral or written agreements, representations, warranties, promises,
arrangements or understandings, as relates to the matters referred to herein,
not specifically set forth in this Agreement or in the schedules,documents and
instruments to be delivered on or before the execution of this Agreement.
There is no collateral agreement, condition or term applicable thereto, other
than as expressed or referred to herein in writing for the purpose of clarification,
this Agreement does not amend or alter the XXX.
5.4 Partial invalidity—In the event that any provision or any part of any provision
hereof is deemed to be invalid by reason of the operation of law or by reason
of the interpretation placed thereon by a court, this Agreement shall be
construed as not containing such provision or such part and such severance
shall not affect the validity of any other provision or the remainder of such
provision hereof and all of the provisions hereof which are otherwise lawful and
valid shall remain in force and effect.
5.5 Amendments—The parties hereto may only amend this Agreement by further
agreement in writing executed by all parties hereto.
5.6 Notice particulars — Any notices to be given under the terms of this
Agreement shall be in writing and shall be given to the applicable party by
personal service or by mailing by first class mail with postage fully prepaid or
by facsimile at the number herein set forth in Schedule"D"provided that,where
mailed, it shall be deemed to be received on the fifth Business Day following
the date of mailing.
5.7 No partnership—Nothing herein contained shall be deemed or construed so
as to make any of the parties hereto partners,joint venturers or agents with or
of one another.
5.8 Execution in counterpart—This Agreement may be executed in one or more
counterparts and all counterparts executed and once delivered to the City by •
all of the parties shall together constitute a full,original and binding agreement
for all purposes. Counterparts may be executed either in original or
electronically transmitted form and such electronic signature shall be treated
for all purposes as an original signed execution of the party.
5.9 Currency—All references to currency in this agreement shall be references to
Canadian dollars.
5.10 Genders—Words importing gender include all genders.
5.11 Singular—Words importing the singular include the plural,and visa versa.
5.12 Headings—The captions and headings contained herein are for reference only
and in no way affect this Agreement or its interpretation.
5.13 Timing-In the event that any date specified or any date contemplated in this
Agreement shall fall upon a day other than a Business Day, then such date
shall be deemed to be the next following Business Day.
5
•
5.14 Applicable law — This Agreement shall be construed and enforced in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable thereto and shall be treated in all respects as an Ontario contract.
5.15 Assurances—The Owners shall execute such further assurances as may be
reasonably necessary to give effect to this Agreement.
5.16 Schedules—The schedules referred to in this Agreement, as same may be
amended from time to time by further agreement of the parties in accordance
with the principles contained in this Agreement, shall be deemed to form part
hereof. The schedules to this Agreement are as follows:
Schedule"A-1" Plan Depicting Owners'Lands in Seaton
Schedule"A-2" Legal Descriptions of Owners'Lands
Schedule"B-1" Neighbourhood Plan Maps Forming Part of OPA 22
Schedule"B-2" Current Anticipated Locations of Creditable Parkland
Schedule"C" Calculation of Seaton Parkland Obligation
Schedule"D" Notice Particulars
[REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY]
it
.r
li
li
li
11
iV•
•
.
•
li
II
•
11
II
6
li
IN WITNESS WHEREOF the parties hereto have duly executed'this Agreement as of
the day, month and year first above written.
THE CORPORATION OF THE CITY OF PICKERING
•
Mayor
Clerk
We have authority to bind the City.
••
•
•
•
•
•
•
•
7
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO
as represented by the MINISTER OF
INFRASTRUCTURE
Per:
Name:
Title:
Per:
Name:
Title:
I/We have authority to bind the Corporation.
•
•
a
LEBOVIC ENTERPRISES LIMITED
Per:
Name:
Title:
Per:
Name: •
Title:
I/We have authority to bind the Corporation.
1133373 ONTARIO INCORPORATED
Per:
Name:
Title:
Per:
Name:
Title:
I/We have authority to bind the Corporation.
•
9
• OAK RIDGES SEATON INC.
II
Per:
Name:
Title:
Per:
Name:
Title:
I/We have authority to bind the Corporation.
1U
• ZAVALA DEVELOPMENTS INC.
Per:
Name:
Title:
Per:
Name:
Title:
I/We have authority to bind the Corporation.
ZAVALA DEVELOPMENTS INC.,in Trust
Per:•
Name:
Title:
Per:
Name:
Title: '
I/We have authority to bind the Corporation.
•
II
ii
11
MATTAMY(SEATON)LIMITED
Per:
Name:
Title:
Per:
Name:
Title:
I/We have authority to bind the Corporation.
•
1f
12
1
WHITE SUN DEVELOPMENTS LIMITED
Per:
Name:
Title:
Per:
Name:
Title:
I/We have authority to bind the Corporation.
13
•
NORTH PICKERING COMMUNITY MANAGEMENT INC.
Per:
Name:
Title:
Per:
Name:
Title:
I/We have authority to bind the Corporation.
•
•
li
14
ATTACHMENT# a TO REPORT# b .--1 7
I .of. 31
EASEMENT CONVEYANCE AGREEMENT
Dated this day of , 20
BETWEEN:
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED
BY THE MINISTER OF INFRASTRUCTURE AS REPRESENTED BY
ONTARIO INFRASTRUCTURE AND LANDS CORPORATION
(hereinafter called the "Grantor")
- and -
THE CORPORATION OF THE CITY OF PICKERING
(hereinafter called the "Grantee")
- and -
MATTAMY (SEATON) LIMITED
(hereinafter called the "Developer")
RECITALS:
A. The Grantor is the registered owner in fee simple of certain lands in the City of Pickering, in
• the Regional Municipality of Durham, defined as the "Easement Lands" in Section 1(g) of
this Agreement.
B. Ontario Infrastructure and Lands Corporation ("IO") confirms that it is the designated agent
of the Grantor and has the authority to exercise all rights of the Minister of Infrastructure and
that both the Grantor and IO are and shall be bound by all the Grantor's covenants,
representations and warranties as provided herein.
C. The Grantee is acquiring for consideration a non-exclusive permanent easement (the
"Easement") upon, under, along, over and across the Easement Lands for the purposes of
constructing, installing, repairing, replacing, operating and maintaining a storm water
management facility on the Easement Lands and grading and other facilities appurtenant
thereto (hereinafter called"the Works").
D. The Developer is performing the Works and the Grantee will assume the Works as required by
a subdivision agreement between the Grantee and the Developer.
2
IN CONSIDERATION of the mutual covenants hereinafter set forth and other good,and valuable
consideration paid, the Grantor,the Grantee and the Developer hereto agree as follows:
DEFINITIONS
1. As used in this Agreement, the following terms shall have the following meanings:
(a) "Agreement" means this agreement, Schedules "A", "B", "C", "D", "E" and "F" and
every properly executed instrument that by its terms amends, modifies or supplements
this agreement.
(b) "Authority" means any governmental authority, quasi-governmental authority,
agency, body or department whether federal, provincial, regional or municipal, having
jurisdiction over the Easement Lands, or the use thereof.
(c) "Consideration" means the sum of two ($2.00) Dollars of lawful money of Canada,
exclusive of Harmonized Sales Tax ("HST"), subject to any adjustments expressly
contemplated herein, as the consideration for the Easement to be paid by the Grantee
to the Grantor.
(d) "Costs" shall have the meaning ascribed to it in Section 5(a)hereof.
(e) "Date of Closing" means the day that is ten (10) days following the fulfillment of the
Grantee's Condition contained in Section 8 hereof.
(f) "Easement" shall have the meaning ascribed to it in Recital C hereof.
(g) "Easement Lands" means those lands located in the City of Pickering, in''the Regional
Municipality of Durham, as shown at Schedule "A" hereof, as may be amended
pursuant to Section 14 hereof
(h) "Environmental Contaminant" has, for the purposes of this Agreement, the same
meaning as that contained in the Environmental Protection Act, R.S.O. 1990, c. E.19,
as amended, and shall include the requirements of any and all guidelines and/or
policies issued by the Ontario Ministry of the Environment and/or the Ministry of
Labour).
(i) "Grantee's Condition"has the meaning ascribed to such term at Section 8 hereof
(j) "Land Use Regulations" means any land use policies, regulations, by-laws, or plans
of any Authority that apply to the use of the Easement Lands including the existing
Official Plans, zoning by-laws and zoning orders.
(k) "Permitted Encumbrances" means the encumbrances listed in Schedule "D" to this
Agreement.
3
(1) "Reference Plan" means a plan deposited under Section 150 of the Land Titles Act
(Ontario) or Section 80 or 80 of the Registry Act(Ontario).
(m) "Works" shall have the meaning as set forth in Recital C hereof
GRANT OF EASEMENT AND CONSIDERATION
2. Under this Agreement the Grantor agrees to grant to the Grantee and the Grantee agrees to
purchase from the Grantor the Easement on the terms and conditions set forth herein,
including the terms of the Easement included at Schedule "B" hereof, for the Consideration
payable by the Grantee to the Grantor by uncertified cheque or bank draft as follows:
the sum of two ($2.00) Dollars of lawful money of Canada, exclusive of ("HST"),
subject to adjustment as expressly set out herein, in lawful money of Canada, by
uncertified cheque, payable to the Grantor's solicitor, in trust.
PAYMENT OF TAXES AND FEES
3. The Consideration for the Easement does not include HST payable by the Grantee in respect
of the purchase of the Easement pursuant to the Excise Tax Act., R.S. 1985, c. E.15 (Canada),
as amended, (the "Act"). The Grantee agrees to pay to the Grantor, on the Date of Closing, as
a condition of completion of this transaction of Grant of Easement, by certified cheque or
bank draft, all HST payable as a result of this transaction in accordance with the Act, if any.
4. The Grantee shall be responsible for the payment of Land Transfer Tax, if any, and
registration fees and any other taxes and fees, payable in connection with the registration of
the Transfer of Easement of the Easement Lands.
5. (a) The Developer shall be responsible for payment of all costs, fees and expenses
incurred by the Grantor, including without limitation, all legal fees and disbursements,
survey costs, consultant fees, appraisal fees and any other fees and costs incurred by
the Grantor in respect of the transaction (the "Costs"), notwithstanding the completion
or other termination of the transaction contemplated herein.
(b) After Closing, the Developer shall reimburse the Grantor for all Costs not paid at
Closing as evidenced by copies of invoices, which sums shall be due and payable
immediately upon receipt of the said invoices, notwithstanding the completion or other
termination of the transaction contemplated herein.
6. The Developer agrees to reimburse the Grantee for all costs and expenses incurred by the
Grantee pursuant to this Agreement including but not limited to due diligence costs, title and
off-title search costs and costs incurred pursuant to Section 2, 3 and 4 hereof.
INSPECTION AND CONDITION
4
7. (a) The Grantee acknowledges having inspected the Easement Lands prior to executing
and submitting this Agreement to the Grantor and agrees to accept the Easement over
the Easement Lands on an "as-is, where-is" basis and understands that upon
acceptance of this Agreement by the Grantor, there shall be, subject to the fulfillment
of the conditions contained in Sections 8 and 9, a binding Agreement between the
Grantor and the Grantee.
(b) The Grantee acknowledges that the Easement Lands are located within a Natural Heritage
System as identified and defined by the Central Pickering Development Plan as enacted
pursuant to the Ontario Planning and Development Act, 1994 and are therefore subject to
strict land use limitations.
8. (a) The Grantee agrees to purchase the Easement over the Easement Lands in its current
condition, on an "as-is, where-is" basis, subject to the provisions of this Agreement
and further agrees that the Grantor shall not be obligated to perform any work in order
to bring the Easement Lands, or any part thereof, into compliance with any applicable
standards of any relevant Authority. The Grantee further agrees not to make any claim
against the Grantor in respect of any of such work that may be required in order to
bring the Easement Lands or any part thereof into such compliance.
(b) The Grantor and Grantee agree that there is no condition, expressed or implied, nor
representation or warranty of any kind as to the zoning, Land Use Regulations or use
of the Easement Lands by the Grantee or that the future intended use of the Easement
Lands by the Grantee is or will be lawful except as may be specifically stipulated
elsewhere in this Agreement.
(c) The Grantor makes no representations or warranties of any kind, either expressed or
implied, as to the condition of the soil,the subsoil, the ground and surface water or any
other environmental matters or site conditions of the Easement Lands or the condition
of any structures, if any, or any other matters respecting the site whatsoever. The
Grantee shall accept the Easement Lands and any improvements thereon, on an "as is,
where-is" condition.
(d) Sections 7 (a) — (c) of this Agreement shall not merge but shall survive the closing of
this Agreement and shall be a continuing obligation of the Grantee.
GRANTEE'S CONDITION
9. This Agreement is subject to the condition set forth in this Section that has been inserted for
the benefit of the Grantee and may not be waived by the Grantee.
If the condition is not fulfilled within the applicable time period, and the Grantee fails to
notify the Grantor or the Grantor's solicitors that the condition has been satisfied within the
applicable time period allowed, this Agreement shall be null and void, notwithstanding any
intermediate act or negotiations.
5
The condition set out in this Section is a condition of the obligation of the Grantee and the
Grantor to complete this Agreement on the Date of Closing and is not a condition precedent
to the existence or enforceability of this Agreement.
The said condition(the"Grantee's Condition") is as follows:
(a) The Grantee has obtained the necessary approval(s) to acquire the Easement and the
necessary approvals and/or consent(s) from any applicable Authorities, other easement
holders and other third parties with interests in the Easement Lands so as to allow the
Grantee to accept the grant of Easement.
1'
GRANTOR'S CLOSING CONDITION
10. This Agreement is subject to the condition set forth in this Section that has been inserted for
the benefit of the Grantor and may not be waived by the Grantor.
If the condition is not fulfilled within the applicable time period, and the Grantor fails to
notify the Grantee or the Grantee's solicitors that the condition has been satisfied within the
applicable time period allowed, this Agreement shall be null and void, notwithstanding any
intermediate act or negotiations.
The condition set out in this Section is a condition of the obligation of the Grantor and the
Grantee to complete this Agreement on the Date of Closing and is not a condition precedent
to the existence or enforceability of this Agreement.
The said condition is as follows:
(a) The Grantor has obtained all necessary approval(s) to grant the.Easement as
contemplated by this Agreement.
GRANTOR'S ENVIRONMENTAL CONDITION
11. Notwithstanding any other provision of this Agreement, the completion of the granting of the
Easement is subject to continuing compliance to the Date of Closing, with the Environmental
Assessment Act (Ontario) and the class environmental assessment process applying to IO or
the Management Board Secretariat that has been approved by the Minister of the
Environment, in each such case as they apply to the Easement Lands and grant of the-
Easement contemplated by this Agreement (collectively, the "Environmental
Requirements") and in the event that prior to the Date of Closing:
(a) any Authority makes or issues any order or directive pursuant to the Environmental
Requirements that necessitates that the Grantor, in addition to the actions and measures
taken aforesaid, take other or different actions or measures to comply with the
Environmental Requirements (including, without limitation, an order or directive
requiring the Grantor to comply with Part II of the Environmental Assessment Act); or
6
(b) the Grantor receives any notice or communication from any such Authority that it is
considering whether to make or issue any such order or directive; or
(c) a written request has been made to the Minister of the Environment, of which the
Grantor has notice, that other or different measures be taken to comply with the
Environmental Requirements;
then the Grantor may, at its option and in its sole discretion, extend the Date of Closing for at
least an additional further one hundred and twenty (120) day period during which time the
Grantor shall:
(d) determine if the request in subsection(c) above has been satisfied or has been refused;
(e) comply with such order or directive (as the same may be modified or withdrawn) at its
own expense, in which event it may further extend the Date of Closing up to (but no
more than) three times, for a further thirty (30) days each (for a maximum of ninety
(90) days in the aggregate); or
(f) have the right to terminate this Agreement by written notice to the Grantee, in which
case this Agreement shall be null and void and of no further force or effect and, other
than the Costs and the Developer's other obligations set out in Section 5, neither party
shall be further liable to the other pursuant to this Agreement.
If at any time prior to the Date of Closing the Grantor receives notification or otherwise
becomes aware of any claim or potential claim whatsoever for an interest in respect of the
Easement Lands, by any First Nation or other aboriginal group or individual, in relation to any
constitutional right, treaty right, land claim, surrender agreement or consultation right,
including, without limitation, an interest in the title to the Easement Lands, a right to the use
of the whole or any part of the Easement Lands, a restriction on the use of the Easement Lands
or any part thereof for any purpose, a restriction on access to the Easement Lands or any part
thereof, a claim for compensation, arising out of any interest or claimed interest in the
Easement Lands or a right of consultation in relation to the Easement Lands, then the Grantor
may at its option and in its sole and unfettered discretion extend the Date of closing up to three
(3) times for a period of sixty (60) days each time (one hundred and eighty (180) days in the
aggregate)by notice in writing to Grantee during which time the Grantor shall:
(a) determine in its sole and unfettered discretion if such claim, potential claim or interest
is capable of being satisfied or appropriate releases can be obtained from all interested
parties to enable the Grantor to complete the conveyance of the Easement over the
Easement Lands to the Grantee by the Closing Date free and clear of any such claim,
potential claim or interest; or
(b) have the right to terminate this Agreement by written notice to the Grantee in which
case the Agreement shall be null and void and of no further force and effect and
7
neither party shall be further liable to the other pursuant to this Agreement other than
the Developer's obligations pursuant to Section 5 of this Agreement.
WARRANTIES,REPRESENTATIONS AND COVENANTS
12. (a) The Grantee and the Developer each warrant and represent to the Grantor and hereby
declare that neither of them has a conflict of interest with the Grantor or IO or with any
of their respective directors, officers, appointees, employees or agents and the Grantee
and the Developer has each provided a Statutory Declaration in the form attached
hereto as Schedule "C" at the date of this Agreement. The Grantee and the Developer
each acknowledge that in the event that the information upon which the Statutory
Declaration was provided has changed, they shall inform the Grantor of such change
up to and including the Date of Closing.
(b) The Grantee shall not permit on the Easement Lands, at any time, the presence of any
Environmental Contaminant (as hereinbefore defined), except in strict compliance
with all applicable laws of any relevant Authority including, without limitation,
environmental land use, occupational health and safety laws, regulations,
requirements,permits and by-laws.
(c) Without limiting the generality of the foregoing, the Grantee shall comply with the
terms of the Permitted Encumbrances, any agreement entered into by the Grantor with
any Authority relating to the Easement Lands, all other agreements relating to public
utilities and municipal services, the Land Use Regulations, all relevant municipal by-
laws and all registered restrictions. The Grantee further agrees and acknowledges that
it shall be bound by any contractual obligations which the Grantor may have entered
into concerning the Easement prior to the Date of Closing.
PLANNING ACT
13. The parties acknowledge that the Grantee is, by virtue of clause 50(3)(C) of the Planning Act,
(Ontario) as amended, exempt from compliance with the requirements of Section 50 and the
Grantee represents and warrants that no consent will be required for the conveyance or
transfer of the Easement to the Grantee.
TITLE
14. (a) The Grantee shall have until fifteen (15) days prior to the Closing Date to investigate
title to the Easement Lands at the Grantee's expense. The Grantee agrees not to call for
the production of any title deed, abstract, survey or other evidence of title to the
Easement Lands except as set out in this Agreement.
(b) On the Date of Closing,the Grantee shall accept title subject to:
(i) all registered agreements, leases, easements, rights, covenants and/or
restrictions in favour of municipalities, publicly or privately regulated utilities
of adjoining owners or third parties, or that otherwise run with the Easement
8
Lands provided that the foregoing do not interfere with the Works as intended
by the Grantee;
(ii) any encroachments as may be revealed by an up-to-date survey; and
(iii) all other Permitted Encumbrances.
(c) If, within the specified time allowed for examining title to the Easement Lands, the
Grantee furnishes the Grantor in writing with a valid objection to title which the
Grantor is unwilling or unable to remove, remedy or satisfy and which the Grantee
will not waive, this Agreement shall be terminated notwithstanding any intermediate
acts or negotiations with respect to such objection and the Grantor shall not be liable
for any costs or damages suffered by the Grantee arising out of such termination or
otherwise out of this Agreement.
(d) The Grantee agrees to satisfy itself with respect to compliance with all such
agreements, easements, leases, restrictions, rights or covenants referred to herein and
agrees that the Grantor shall not be required to provide any evidence of compliance
with same.
REFERENCE PLAN
15. The Developer agrees to prepare and deposit a •Reference Plan indicating thereon the
Easement Lands. The Grantee and the Developer agree that the Reference Plan registered
pursuant to this Section will include the Easement Lands as shown on Schedule "A" subject
only to minor and inconsequential amendments. Prior to depositing such Reference Plan, the
Developer should first provide a draft to the Grantee and Grantor for their prior written
approval to be obtained in advance of depositing the Reference Plan in the appropriate Land
Titles Office. Upon deposit of the Reference Plan as provided for in this. Section the
definition of the Easement Lands shall be deemed to be amended as set forth on the agreed
and deposited Reference Plan.
CLOSING DELIVERABLES
16. (a) The Grantor covenants that it will deliver to the Grantee on or before the Date of
Closing each of the following:
(i) possession of the Easement Lands in an"as-is, where-is" condition;
(ii) an executed Transfer of Easement for the Easement Lands (through the
Teraview electronic registration program), in registerable form, in,favour of the
Grantee (save for any Land Transfer Tax Affidavit);
(iii) a direction re funds;
(iv) Document Registration Agreement (where necessary); and
9
(v) such other deeds, conveyances, and other documents as the Grantee or its
solicitors may reasonably require in order to implement the intent of this
Agreement.
(b) The Grantee covenants that it will deliver to the Grantor on or before the Date of
Closing:
(i) a direction as to title, if necessary;
(ii) evidence of receipt of the approvals and/or consents as provided for in Section
8(a) of this Agreement;
(iii) Statutory Declaration referred to in Schedule "C" (Note: An updated Statutory
Declaration in the form set out in Schedule "C" is required in the event that
there has been any changes to the information contained in the Statutory
Declaration provided to the Grantor prior to the date of execution of this
Agreement pursuant to Section 11(a); •
(iv) Document Registration Agreement(where necessary);
(v) an Acknowledgement and Indemnity with respect to all matters in Section 11,
in the form and substance attached herein as Schedule"E"; and
(vi) such other deeds, conveyances resolutions and other documents as the Grantor
or its solicitors may reasonably require in order to implement the intent of this
Agreement.
(c) Upon submission of this Agreement to the Grantor, the Grantee and the Developer shall
deliver to the Grantor the following:
(a) an executed declaration of non-conflict substantially in the form annexed hereto
as Schedule "C".
(d) The Developer covenants that it will deliver to the Grantor on or before the Date of
Closing:
(i) a certified cheque or bank draft for the balance of the Consideration due on the
Date of Closing and any of the Costs that have been determined on the Date of
Closing;
(ii) Statutory Declaration referred to in Schedule "C" (Note: An updated Statutory
Declaration in the form set out in Schedule "C" is required in the event that
there has been any changes to the information contained in the Statutory
Declaration provided to the Grantor prior to the date of execution of this
Agreement pursuant to Section 10(a); ''
•
10
(iii) An Undertaking re payment of costs in substantially the form attached hereto
as Schedule "F"; and
(vii) such other deeds, conveyances resolutions and other documents as the Grantor
or its solicitors may reasonably require in order to implement the intent of this
Agreement.
ELECTRONIC REGISTRATION
17. Where the Easement Lands are in an area where electronic registration is mandatory and the
transaction will be completed by electronic registration pursuant to Part III of the Land
Registration Reform Act, R.S.O. 1990, c. L.4, and the Electronic Registration Act, S.O. 1991,
c.44, and any amendments thereto. The Grantor and the Grantee acknowledge and agree that
the exchange of closing funds, non-registerable documents and other items (the "Requisite
Deliveries") and the release thereof to the Grantor and Grantee will:
(a) not occur at the same time as the registration of the transfer/deed of easement (and
other documents intended to be registered in connection with the completion of this
transaction,) and
(b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite
Deliveries will be required to hold them in trust and not release same except in
accordance with the terms of a document registration agreement between the said
lawyers. The Grantor and the Grantee irrevocably instruct the said lawyers to be bound
by the document registration agreement which is recommended from time to time by
the Law Society of Upper Canada (the "Document Registration Agreement").
Unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries
will occur in the applicable Land Titles Office or such other location agreeable to both
lawyers.
PREPARATION OF DOCUMENTS
18. The Transfer/Deed of Easement for the Easement Lands, shall, inter alia, contain the terms
and conditions attached hereto as Schedule "B". The Transfer/Deed of Easement for the
Easement Lands will be prepared by the Grantor, except for the Affidavit of Residence and
Value of the Consideration, which will be prepared by the Grantee.
ASSIGNMENT OR REGISTRATION
19. Neither the Grantee nor the Developer shall assign or register this Agreement or any
assignment of this Agreement, or any part of either, or register a caution in relation thereto,
without first obtaining the prior written consent of the Grantor, which consent will not be
unreasonably withheld.
11
•
TENDER
20. Any tender of money or documents pursuant to this Agreement may be made on the Grantor
or the Grantee or their respective solicitors. Money must be tendered by bank draft or
negotiable cheque certified by a Canadian chartered bank or trust company, provided that any
payments to be made by the Grantor under this Agreement may be made by an uncertified
cheque or bank draft.
NOTICE
21. Any notice under this Agreement is sufficiently given if delivered personally or if sent by
ordinary prepaid mail or prepaid courier or facsimile to the Grantee at:
The Corporation of the City of Pickering
One The Esplanade
Pickering, Ontario L 1 V 6K7
Attention: General Counsel
Telephone: (905)420-4660
Facsimile: (905) 420-9685
and to the Grantor at:
do Ontario Infrastructure and Lands Corporation
1 Dundas Street West, Suite 2000
Toronto, Ontario, M5G 2L5
Attention: General Counsel
Telephone: (416) 327-3937
Facsimile: (416) 327-3942 •
and the Grantor's solicitor at:
Chappell Partners LLP
Suite 3310, 20 Queen Street West
Toronto, Ontario M5H 3R3
Attention: David M. Flynn
Telephone: (416) 351-0005
Facsimile: (416) 351-0002
and to the Developer at:
Mattamy(Seaton) Limited
7880 Keele Street
12
Unit 3, Suite 500
Vaughan, Ontario
L4K 4G7
Attention: Craig Scarlett
I'.
Telephone: (905) 907-8372
Facsimile: (905) 907-8300
and the Developer's solicitor at:
Joseph& O'Donoghue LLP
Suite 1301, 2200 Yonge Street
Toronto, Ontario M4S 2C6
Attention: Adam W.Joseph
Telephone: (416) 932-0545
Facsimile: (416) 932-0541
or at such other addresses as the Grantor, the Grantee or the Developer may designate from
time to time. Any such notice shall be conclusively deemed to have been given and received
upon the same day if personally delivered or sent by facsimile or, if mailed, three (3) business
days after the same is mailed. Any party may, at any time by notice given in writing to the
other party, change the address for service of notice on it.
FIPPA
22. The Grantor, the Grantee and the Developer agree to take all necessary precautions to
maintain the confidentiality of the terms and conditions contained herein. The Grantee and
the Developer acknowledge that this Agreement and any information or documents that are
provided to the Grantor may be released pursuant to the provisions of the Freedom of
Information and Protection of Privacy Act, R.S.O. 1990, c. F.31, as amended or the Municipal
Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. M.56, as amended.
This acknowledgment shall not be construed as a waiver of any right to object to the release of
this Agreement or of any information or documents.
GENERAL
23. Time shall in all respects be of the essence of this Agreement, provided that the time for doing
or completing any matter provided for in this Agreement may be extended or abridged by an
agreement, in writing, signed by the Grantor and the Grantee or by an agreement between
their respective solicitors who are hereby expressly authorized in this regard.
24. Whenever the singular is used in this Agreement, it shall mean and include the plural and
whenever the masculine gender is used in this Agreement it shall mean and include the
feminine gender if the context so requires.
ii
13
25. This Agreement and the rights and obligations of the Grantor, the Grantee and the Developer
shall be determined in accordance with the laws of the Province of Ontario.
26. This Agreement shall be binding upon, and enure to the benefit of, the Grantor, the Grantee
and the Developer and their respective successors and assigns. The Grantor, the Grantee and
the Developer acknowledge and agree that the representations, covenants, agreements, rights
and obligations of the Grantor, the Grantee and the Developer under this Agreement
(collectively, the "Obligations") shall not merge on,the completion of this transaction, but
shall survive completion and remain in full force and effect and binding upon the parties
subject to or entitled to the benefit of such Obligations, save and except as may be otherwise
expressly provided for in this Agreement.
27. This Agreement constitutes the entire agreement between the parties and there is no
representation, warranty, collateral agreement or condition affecting this Agreement or the
Easement Lands other than expressed herein. The information provided by the Grantor, if any,
and any comments made by the Grantor's representatives and any plans or drawings that may
have been provided by the Grantor, are for the assistance of the Grantee in allowing it to make
its own inquiries. The Grantor makes no representations or warranties about and takes no
responsibility for the accuracy or completeness of the information it has provided.
28. This Agreement may be executed in several counterparts, each of which when so executed
shall be deemed to be an original and such counterparts together shall constitute one and the
same instrument and shall be effective'as of the formal date thereof. The parties agree that
this Agreement may be transmitted by facsimile transmission and that if signed by all parties
such transmission will constitute a legally binding agreement.
[Remainder of page blank—signature page follows]
I -
14
THE CORPORATION OF THE CITY OF
PICKERING
Per:
Name:
Title:
Per:
Name:
Title:
I/We have authority to bind the Corporation.
MATTAMY(SEATON)'LIMITED
Per:
Name: Frank Bon
Title: A.S.O.
I have authority to bind the Corporation.
HER MAJESTY THE QUEEN IN RIGHT OF
ONTARIO AS REPRESENTED BY THE
MINISTER OF INFRASTRUCTURE AS
REPRESENTED BY ONTARIO
INFRASTRUCTURE AND LANDS
CORPORATION
Per:
Name:
Title:
Per:
Name:
Title:
I/We have authority to bind the Corporation.
ti
15
Schedule "A"
•
Easement Lands
•
•
16
Schedule "B"
Terms and Conditions of
Grant of Easement
RECITALS
A. Her Majesty the Queen in right of Ontario as represented by the Minister of Infrastructure
("MOI") is the owner in fee simple of certain lands located in the City of Pickering, in the
Regional Municipality of Durham described as [0] (INSERT LEGAL DESCRIPTION OF
LANDS) (the "Servient Tenement").
B. The Transferee is the owner in fee simple of certain lands located in the City of Pickering, in the
Regional Municipality of Durham described as (INSERT LEGAL DESCRIPTION OF CITY
HEADQUARTERS.) (the "Dominant Tenement")
C. Ontario Infrastructure and Lands Corporation ("OILC") confirms that it is the designated agent
of MOI.
D. The Transferee has offered to purchase for consideration a non-exclusive right, interest and
easement upon, under, along, over and across the Servient Tenement for the purposes of
constructing, installing, repairing, replacing, operating and maintaining a storm water
management facility(the "Purpose") and for the installation of the Works.
IN CONSIDERATION of the mutual covenants hereinafter set forth and other good and valuable
consideration,the Transferor and Transferee hereto agree as follows:
DEFINITIONS:
1. Unless the context expressly or by necessary implication indicates a contrary meaning, the
terms defined in this Section 1 for all purposes of this Grant of Easement, shall have the
following meaning set out below:
(a) "Applicable Laws" means, collectively, all statutes, laws, by-laws, regulations,
ordinances and orders of any governmental Authority, including without limitation all
Land Use Regulations.
(b) "Authority" means any governmental authority, quasi-governmental authority, agency,
body or department whether federal, provincial or municipal, having jurisdiction over the
Servient Tenement, or the use thereof.
(c) "Environmental Contaminant" means (i) any substance which, when it exists on the
Servient Tenement or the water supplied to the Servient Tenement, or when it is released
onto the Servient Tenement or any part thereof, or into the water or the natural
environment, is likely to cause, at any time, material harm or degradation to a building or
17
any part thereof, or to the natural environment or material risk to human health, and
includes, without limitation, any flammables, explosives, radioactive materials, asbestos,
lead paint, PCBs, fungal contaminants (including and by way of example only,
stachybotrys chartarum and other moulds), mercury and its compounds, dioxins and
furans, chlordane (DDT), polychlorinated biphenyls, chlorofluorocarbons (CFCs), hydro
chlorofluorocarbons (HCFCs), volatile organic compounds (VOCs), urea formaldehyde
foam insulation, radon gas, chemicals known to cause cancer or reproductive toxicity,
pollutants, contaminants, hazardous wastes, toxic or noxious substances or related
materials, petroleum and petroleum products, or (ii) any substance declared to be
hazardous or toxic under any Environmental Laws now or hereafter enacted or
promulgated by any Authority, or(iii)both(i) and (ii).
(d) "Environmental Law" - means, collectively, all Applicable Laws and agreements with
governmental Authorities and all other applicable federal and provincial statutes,
municipal and local laws, common law and deed restrictions, all by-laws, regulations,
codes, licences, permits, orders, directives, guidelines, decisions rendered by any
governmental Authority relating to the protection of the environment, natural resources,
public health, occupational health and safety or the manufacture, processing, distribution,
use, treatment, storage, disposal, packaging, transport, handling, containment, clean-up or
other remediation or corrective action of any hazardous substance, and all authorizations
issued pursuant to such Applicable Laws, agreements or statutory requirements.
(e) "Land Use Regulations" means collectively, any land use policies, regulations, by-laws,
or plans of any Authority that apply to the use of the Servient Tenement, including the
existing Official Plans, zoning by-laws and zoning orders.
(f) "Permittee" means any existing or contemplated tenant, subtenant, invitee, licensee,
permittee, grantee of an easement, mortgagee, security holder or other person including
any competent authority.
(g) "Transferee" includes the successors and permitted assigns of the Transferee.
(h) "Transferor" includes Her Majesty the Queen in right of Ontario, as represented by the
Minister of Infrastructure, and includes, for the purpose of any exculpatory clause and
indemnity included in this Agreement in favour of the Transferor, OILC, any ministries,
agencies, representatives, servants, employees, agents, invitees, officers, directors,
contractors, and licensees of Her Majesty the Queen in right of Ontario and OILC, and
their brokers, service provider(s) and any other entity over whom the Transferor or OILC
may reasonably be expected to exercise control.
(i) "Works" means any improvements, appurtenances or accessories thereto installed on the
Servient Tenement by the Transferee pursuant to this Grant of Easement consistent with
the Purpose.
18
2. Grant of Easement: The Transferor hereby transfers to the Transferee, a non-exclusive right,
interest and easement upon, under, along, over and across the Servient Tenement for the
Purpose and subject to the terms and conditions set out herein (the "Grant of Easement"), for
a perpetual term commencing on the date of registration of the Grant of Easement (the
"Term").
3. Consideration: For the rights, interest and easement granted herein,the Transferee has paid to
the Transferor an Easement Fee in the sum of two ($2.00) dollars plus all applicable taxes (the
"Easement Fee").
4. Additional Taxes, Rates, etc.: The Transferee shall also pay to the Transferor within thirty
(30) days of written demand, in addition to any other monies payable hereunder, any additional
property taxes, rates, fees or other assessments or payments in lieu thereof that the Transferor,
in its sole and absolute discretion, but acting reasonably, determines represents the reasonable
allocation or assessment of such property taxes,rates, fees or other assessments or payments in
lieu thereof applicable to the Servient Tenement as used by the Transferee pursuant to this
Grant of Easement for the Purpose.
5. Taxes: The Transferee shall pay all applicable taxes on any and all payments if required by
law.
6. No Additional Rights Granted: The rights, interest and easement granted herein do not
confer any rights, interest or easement in any lands and roadways which are not specifically
included in this Grant of Easement. For greater certainty, no rights to, interest in, or easement
over any abutting or adjacent lands are herein conferred whether or not said abutting or
adjacent lands are under the Transferor's jurisdiction and control.
7. Transferor Not to Damage Works: The Transferor shall not do or suffer to be done any
thing which might cause injury, loss, or damage to the Works provided that the Works are
consistent with the Purpose.
8. Priority of Third Party Rights: This Grant of Easement is subject to all leases, subleases,
easements, licenses, permits, rights of use or occupation, secondary uses or other rights now
existing or hereafter renewed or extended or entered into by the Transferor from time to time
with respect to the Servient Tenement (the "Third Party Rights"). Notwithstanding anything
to the contrary contained herein or in any other agreement, the Transferee agrees and confirms
that the Transferor hereby reserves the unrestricted right to renew, extend, issue or grant such
Third Party Rights on terms and conditions entirely satisfactory to the Transferor in its sole
and unfettered discretion without any claim, notice or compensation to the Transferee,
provided that any such renewal, extension, or grant of Third Party Rights does not materially
interfere with the Purpose or the Works.
9. Interest on Amounts in Default: In the event of default in payment of any amount due by the
Transferee hereunder, interest shall accrue and be payable on such amount at that rate of
interest per annum posted and charged from time to time by the Minister of Finance (Ontario),
plus 10%, compounded monthly until paid. Acceptance of any overdue payment or interest
19
shall not constitute a waiver of any rights or remedies that the Transferor may have hereunder
or at law.
10. Transferee Archaeological Compliance: The Transferee shall not undertake any work
whatsoever on or in the proximity of any known or newly found archaeological site(s) without
the prior written authorization of the Transferor.
11. Transferee Environmental Compliance:
(a) The Transferee shall use its continuing efforts to ensure that it shall not, except as
expressly permitted by this Grant of Easement: (i)use or permit to be used any part of the
Servient Tenement for any dangerous, noxious or offensive activity; and (ii) do or bring
anything or permit anything to be done or brought on or about the Servient Tenement
which the Transferor may reasonably deem to be hazardous or a nuisance to any other
Transferee on the Servient Tenement, if applicable, or any other persons permitted to be
on the Servient Tenement.
(b) The Transferee shall not store, bring in or permit the presence of any Environmental
Contaminant in or on the Servient Tenement except if such is required for the
Transferee's use of the Servient Tenement as permitted by this Grant of Easement, and
then only if the Transferee is in strict compliance with all laws and requirements of all
Authorities, including, without limitation, Environmental Laws, occupational health and
safety laws, regulations,requirements,permits and by-laws.
(c) The Transferee shall use its continuing efforts to ensure that it shall not cause the
mobilization or migration of any existing contaminants, and if it does, the Transferee
shall immediately clean up and remove same, at its sole cost and expense.
(d) If the Transferee shall bring or create upon the Servient Tenement, any Environmental
Contaminant contrary to the terms of this Agreement, then such Environmental
Contaminant shall be and remain the sole property of the Transferee and the Transferee
shall remove same, at its sole cost and expense as soon as directed to do so by any
Authority, or if required to effect compliance with any Environmental Laws, or if
required by the Transferor. If any such Environmental Contaminant is not removed
forthwith by the Transferee, the Transferor shall be entitled, but not required, to remove
the same on the Transferee's behalf, and the Transferee shall reimburse the Transferor for
the cost and expense thereof.
(e) In addition to and without restricting any other obligations or covenants herein, the
Transferee covenants that it will:
(i) comply in all respects with all Environmental Laws relating to the Servient
Tenement or the use thereof;
(ii) promptly notify the Transferor in writing of any notice by any Authority alleging
a possible violation of or with respect to any other matter involving any
Environmental Laws relating to the Servient Tenement, or relating to any person
20
on or about the Servient Tenement for whom the Transferee is in law responsible,
or any notice from any other person concerning any release or alleged release of
any Environmental Contaminant from the Servient Tenement;
(iii) promptly notify the Transferor of the existence of any Environmental
Contaminant on the Servient Tenement to the extent released, deposited, placed or
used upon the Servient Tenement by the Transferee or any person for whom the
Transferee is responsible in law; and
(iv) provide the Transferor with copies of all environmental studies and reports that it
possesses or enters into respecting the Servient Tenement, such studies and
reports shall be subject to peer review by a third party consultant chosen by the
Transferor at the sole cost of the Transferee.
12. Environmental Indemnification:
In addition to and without restricting any other obligations or covenants contained herein, the
Transferee shall indemnify and hold the Transferor harmless at all times from and against any
and all losses, damages, penalties, fines, costs, fees and expenses (including legal fees on a
solicitor and client basis and consultants' fees and expenses) resulting from:
(a) any breach of or non-compliance with the foregoing environmental covenants of the
Transferee; and
(b) any legal or administrative action commenced by, or claim made or notice from, any third
party, including, without limitation, any Authority, to or against the Transferor, arising
from the introduction of Environmental Contaminants onto, or the release of
Environmental Contaminants from, the Servient Tenement by the Transferee or those for
whom it is responsible in law, including any and all costs associated with air quality
issues.
13. Trespass Restrictions:
The Transferee shall not in any way use or trespass on any lands adjoining the Servient
Tenement.
14. Prior Approval Required for Improvements, Grading, etc.: The construction or location of
all improvements and structures and the grading and landscaping on the Servient Tenement is
subject to the prior written approval of the Transferor. Such approval shall not be
unreasonably withheld.
15. Transferee Access Subject to Rights of Third Parties: The Transferor shall provide the
Transferee with free and unimpeded access at all times to the Works, subject to any existing
agreements, easements, rights, covenants and/or restrictions in favour of municipalities,
publicly or privately regulated utilities or adjoining owners, or that otherwise run with the
Servient Tenement.
21
16. Transferee Access to Works: For the purposes set out herein and for all purposes necessary
or incidental to the exercise of the rights hereby created, but subject to the restrictions
contained in Sections 10 and 20, the Transferee shall have access to the Works located on the
Servient Tenement at all times by its servants, agents, contractors and subcontractors and its
vehicles, supplies, machinery and equipment.
17. Transferee Right to Remove Trees, Rocks, etc.: The Transferor shall permit the Transferee
to remove, trim, sever, or fell any obstructions such as trees, roots, brush, stumps, boulders or
rocks encountered during the course of completion of the Works, subject to any legal
requirements and any existing agreements, easements, rights, covenants and/or restrictions in
favour of municipalities, publicly or privately regulated utilities or adjoining owners, or that
otherwise run with the Servient Tenement.
18. Transferee to Exclude Third Parties: During the term of this Grant of Easement, the
Transferee shall take all reasonable steps to ensure that during the Transferee's construction,
inspection, operation, maintenance and any repair of the Servient Tenement or the Works,
persons who are not the Transferee's Permittees, or Transferee's Permittees', servants, agents,
contractors or subcontractors not be permitted access to the Servient Tenement. When
requested in writing, the Transferor shall have the option at its sole discretion and acting
reasonably, to permit persons not affiliated with the Transferee, access to the Servient
Tenement.
19. Transferor and Transferee to Obtain Approvals and Consents and Compliance with
Laws: This Agreement shall be effective to create an interest in the Servient Tenement only if
the applicable subdivision control provisions of the Planning Act, R.S.O. 1990, as amended,
are complied with on or before the commencement of the Term. The Transferee shall at its
sole cost obtain all necessary approvals. The Transferee shall obtain consents from all other
easement holders, lessees, sublessees, licencees, permittees, and other holders of rights of use
or occupation and secondary uses on the Servient Tenement in advance of the execution of this
Grant of Easement. The Transferee shall comply with all provisions of law, including, without
limitation, all federal and provincial legislative enactments, municipal by-laws and any other
governmental or municipal by-laws, regulations and orders, including environmental
protection laws, that relate to the Servient Tenement, this Grant of Easement or the exercise of
any of the rights or obligations in this Grant of Easement.
20. Markers Identifying Location of the Works: At the request of the Transferor, the location
of any part of the Works which is not clearly visible shall be indicated by permanent markers
of size and design and in such locations as is reasonable in the circumstances, which markers
shall be placed and thereafter maintained by the Transferee at the Transferee's own expense,
and the Transferee shall reimburse the Transferor for all costs incurred by the Transferor in
taking any necessary measures to comply with any rules and regulations of any Authority
which would not have been incurred but for the rights, interest and easement herein granted.
21. Construction Liens: If any construction lien or certificate of action is served or filed against
the Servient Tenement or any part thereof, whether valid or not and whether preserved or
perfected, by reason of work done or to be done or materials or services furnished or to be
furnished for the account of the Transferee, or by reason of alteration, repair or installation
22
made or to be made for the account of the Transferee, the Transferee shall promptly discharge
the lien or have the certificate vacated, at its sole expense, immediately after notice from the
Transferor, or within ten (10) calendar days after registration or service, whichever is earlier.
The Transferee shall indemnify and save harmless the Transferor and OILC from and against
any liabilities, claims, liens, damages, costs and expenses, including legal expenses, arising in
connection with any work, services or material supplied to the Transferee or the Servient
Tenement. If the lien is vacated but not discharged, the Transferee shall, if requested by the
Transferor, undertake OILC's and the Transferor's defence of any subsequent lawsuit
commenced in respect of the lien, at the Transferee's sole expense.
In the event that the Transferee fails or refuses to vacate or discharge a construction lien within
the time prescribed above, in addition to any other rights of the Transferor, the Transferor and
OILC shall, at its option, be entitled to take all steps necessary to vacate and/or discharge the
lien, and all costs and expenses incurred by the Transferor and OILC in so doing (including
without limitation, all legal fees and disbursements, the amount and costs of any security
posted to vacate the lien and any payment which may ultimately be made out of or pursuant to
security posted to vacate the lien) shall be for the account of the Transferee. In the event that
the Transferee fails to comply with the terms of this Section 26, the Transferor may, but shall
not be obliged to pay into court the amount necessary to discharge the lien and charge the
Transferee with the amounts so paid and all costs incurred by the Transferor, including legal
fees and disbursements plus an administrative fee of fifteen percent(15%) of such amounts and
costs,which shall be paid by the Transferee to the Transferor, forthwith upon demand.
22. Transferee Property and People at Its Risk: All persons for whom the Transferee is
responsible at law and all property of the Transferee at any time on the Servient Tenement
shall be at the sole risk of the Transferee, and the Transferor shall not be liable for any loss,
damage, or injury, including loss of life, to them or it however occurring, and the Transferee
releases the Transferor from all claims and demands in respect of any such loss, damage or
injury.
23. Transferee Assumption. of Liability and Release of Transferor: The Transferee shall
• assume all liability and obligation for any and all loss, damage, or injury (including death) to
persons or property that would not have happened but for this Grant of Easement or anything
done or maintained by the Transferee thereunder or intended so to be, and the Transferee shall
at all times indemnify and save harmless the Transferor, its successors, administrators,
permitted assigns, directors, officers, employees, agents, servants, representatives, appointees
and all others for whom the Transferor is responsible in law from and against all such loss,
damage, or injury and all actions, suits, proceedings, costs, charges, damages, expenses,
claims, or demands arising therefrom or connected therewith. Notwithstanding the above, the
Transferee shall not be liable hereunder for any loss, damage or injury to the extent that it
arises from the gross negligence of the Transferor.
24. Transferee Liability Insurance: The Transferee shall at its own expense, arrange and
maintain a liability insurance policy satisfactory to the Transferor in the minimum amount of
Five Million Dollars ($5,000,000.00) in order to indemnify the Transferor as provided in
Section 28 of this Grant of Easement. The Transferee shall pay any and all deductibles with
respect to any claim arising thereunder. Such insurance shall (a) name Her Majesty the Queen
23
in right of Ontario, as represented by the Minister of Infrastructure and OILC as additional
insureds, (b) contain a cross liability clause, and (c) specify that it is primary coverage and not
contributory with or in excess of any insurance maintained by the Transferor. A certified copy
of such policy or satisfactory certificate in lieu thereof shall be delivered to the Transferor prior
to the effective date of this Grant of Easement.
25. Works to Remain Property of Transferee: Notwithstanding any rule of law or equity, any
part of the Works consisting of fixtures, equipment and structures and appurtenances thereto,
located upon the Servient Tenement pursuant to this Grant of Easement, shall be the property
of the Transferee even though the same may have become annexed or affixed to the Servient
Tenement.
26. Transferee Damage to Servient Tenement and Obligation to Restore: The Transferee shall
be liable for physical and tangible damage done to the Servient Tenement and/or the
Transferor's adjoining lands, by reason of the exercise of the Transferee of any or all of the
rights and obligations set out herein and it shall remove all debris from the Servient Tenement
and/or the Transferor's adjoining lands and repair and replace such damage and restore the
Servient Tenement and/or the Transferor's adjoining lands to the satisfaction of the Transferor
at no expense to the Transferor, it being acknowledged that the Works shall not constitute
damage.
27. Restriction of Assignment of Easement: The Transferee shall not assign, transfer, sublease,
part with possession or dispose of all or any part of the Servient Tenement or this Grant of
Easement or any privileges or interests hereby granted to it without the prior written consent of
the Transferor, acting reasonably.
28. Transferee to Execute a Surrender of this Grant of Easement: In the event that the
Transferee abandons the Works, the Transferee shall within a period of one (1) year thereafter,
execute and deliver a surrender, transfer and release of the rights and easement herein granted.
29. Transferor May Relocate or Remove the Works if They Interfere: The Transferor reserves
the right to inspect the Servient Tenement at any time. If in the opinion of the Transferor, the
Transferee does anything or permits anything to be done on the Servient Tenement or the
adjoining lands of the Transferor which may be a nuisance, cause damage or be considered
dangerous by the Transferor acting reasonably, the Transferee shall, at the Transferee's
expense, take all such actions as are required to eliminate the nuisance, the damage or the
danger.
30. Transferee Right to Notice of Default and Time to Cure: In the event of default of any of
the terms or obligations in this Grant of Easement by the, the Transferor may provide written
notice to the Transferee specifying the default, and the Transferee shall cure the default within
ten (10) days.
31. Transferor May Cure Transferee Defaults: In the event of any default of the Transferee in
performing any work, repairs, or other obligations of the Transferee under this Grant of
Easement or making any payments due or claimed due by the Transferee to third parties, the
Transferor may perform any such work, repairs, or other obligations of the Transferee or make
24
any payments due or claimed to be due by the Transferee to third parties, and without being in
breach of any of the Transferor's covenants hereunder and without thereby being deemed to
infringe upon any of the Transferee's rights pursuant hereto, and, in such case, the Transferee
shall pay to the Transferor forthwith upon demand all amounts paid by the Transferor to third
parties in respect of such default and all costs of the Transferor in remedying or attempting to
remedy any such default.
32. Transferee to Maintain Works: The Transferee shall maintain the Works in a good and
substantial state of repair at all times.
33. Transferee to Remove Works within 6 Months of Abandonment: If at any time the
Transferee should abandon the Works, the Transferee shall remove the Works from the
Servient Tenement at its sole cost and expense within six (6) months of its abandonment and
restore the Servient Tenement to a condition satisfactory to the Transferor unless notified in
writing by the Transferor to the contrary. If the Transferor provides such written notice to the
Transferee, all Works shall become the property of the Transferor without cost.
34. Freedom of Information and Protection of Privacy Act: This Grant of Easement and any
information or documents that are provided hereunder may be released pursuant to the
provisions of the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F.31,
as amended and the Municipal Freedom of Information and Protection of Privacy Act, R.S.O.
1990, c.M.56, as amended, if applicable, respectively. This acknowledgment shall not be
construed as a waiver of any right to object to the release of this Grant of Easement or of any
information or documents.
35. Transferee Conflict of Interest: The Transferee and any of its successors, administrators,
permitted assigns, directors, officers, employees, agents, servants, representatives, and,
appointees shall not engage in any activity where such activity creates a conflict of interest,
actual or potential, in the sole opinion of the Transferor, with the Grant of Easement or the
exercise of any of the rights or obligations of the Transferee hereunder. The Transferee shall
disclose to the Transferor in writing and without delay any actual or potential situation that
may be reasonably interpreted as either a conflict of interest or a potential conflict of interest.
For clarification, a"conflict of interest"means, in relation to the performance of its contractual
obligations pursuant to this Grant of Easement, the Transferee's other commitments,
relationships or financial interests (i) could or could be seen to exercise an improper influence
over the objective, unbiased and impartial exercise of its independent judgment; or (ii) could
or could be seen to compromise, impair or be incompatible with the effective performance of
its contractual obligations pursuant to this Grant of Easement.
36. Notices: Where this Grant of Easement requires notice to be delivered by one party to the
other, such notice shall be given in writing and delivered either personally, or by prepaid
registered mail or prepaid courier or electronic facsimile (including email) by the party wishing
to give such notice, or by the solicitor acting for such party, to the other party or to the solicitor
acting for the other party at the addresses noted below or at such other addresses as the
Transferor and Transferee may designate from time to time. Any such notice shall be
conclusively deemed to have been given and received upon the same day if personally
ii
25
delivered or sent by facsimile or email, or if mailed, three (3) business days after the same is
mailed. Any party may, at any time by notice given in writing to the other party, change the
address for service of notice on it.
In the case of notice to the Transferor,to it in care of:.
Ontario Infrastructure and Lands Corporation
Land Transactions, Hydro Corridors and Public Works
1 Dundas Street West, 20th Floor
Toronto, Ontario
M5G 2L5
Attention: General Counsel
Telephone: 416-327-2959
Facsimile: 416-327-3942
- l
and, in the case of notice to the Transferee, to it in care of:
The Corporation of the City of Pickering
One The Esplanade
Pickering, Ontario •
L1V 6K7
Attention: City Clerk
Telephone: 905-420-4660, extension 2019
Facsimile: 905-420-9685
37. No Waiver: The failure of any party to exercise any right, power or option or to enforce any
remedy or to insist upon the strict compliance with the terms, conditions and covenants under
this Grant of Easement shall not constitute a waiver of the terms, conditions and covenants
herein with respect to that or any other or subsequent breach thereof or a waiver by that party
at any time thereafter to require strict compliance with all terms, conditions and covenants
hereof, including the terms, conditions and covenants with respect to which the party has failed
to exercise such right, power or option. Nothing shall be construed or have the effect of a
waiver except an instrument in writing signed by a duly authorized officer of the applicable
party which expressly or impliedly waives a right, power or option under this Grant of
Easement.
38. Successors and Assigns: The rights, privileges and easement hereby granted are and shall be
of the same force and effect as a covenant running with the lands and this easement, including
all covenants and conditions contained herein, shall extend to, be binding upon and enure to
the benefit of the Transferor and the Transferee.
39. Entire Agreement: No right, title or interest in or to the Servient Tenement or any part or
parts of it or any adjoining lands of the Transferor is being conveyed to the Transferee except
as expressly set out in and subject to all the terms and conditions of this Grant of Easement.
iw
26 •
40. Severability: If any provision of this Agreement or part thereof or the application thereof to
any person or circumstance, to any extent, shall be determined to be invalid or unenforceable,
the remainder of this Agreement or the application of such provisions or part thereof to any
person, party or circumstance other than those to which it is held invalid or unenforceable shall
not be affected thereby. Each covenant, obligation and agreement in this Agreement shall be
separately valid and enforceable to the fullest extent permitted by law.
41. Governing Law: This Grant of Easement shall be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the laws of the Province of Ontario and the
laws of Canada applicable therein and the Parties hereto irrevocably attorn to the exclusive
jurisdiction of the courts of the Province of Ontario in the event of a dispute hereunder.
IN WITNESS WHEREOF the parties hereto have executed this Grant of Easement.
Signed by the Transferee at this day of 2017.
THE CORPORATION OF THE CITY OF PICKERING
Per:
Name:
Title:
Per:
Name:
Title:
I/We have the authority to bind the Corporation.
Signed by the Transferor at this day of • 2017.
HER MAJESTY THE QUEEN IN RIGHT OF
ONTARIO, as represented by THE MINISTER OF
INFRASTRUCTURE, as represented by ONTARIO
INFRASTRUCTURE AND LANDS CORPORATION
Per:
• Name:
Position:
I have the authority to bind the Corporation.
11
27
Schedule "C"
STATUTORY DECLARATION
Canada ) IN THE MATTER OF THE TITLE TO:
Province of Ontario )
)
) AND IN THE MATTER OF A TRANSFER
) OF EASEMENT THEREOF
)
) from INFRASTRUCTURE ONTARIO
) HER MAJESTY THE QUEEN IN RIGHT
) OF ONTARIO AS REPRESENTED BY
THE MINISTER OF INFRASTRUCTURE
) (the"Grantor")
TO WIT )
) to:
) (the "Grantee")
, of the , in the Province of Ontario,
• i
DO SOLEMNLY DECLARE, that:
1. I am the {title} of {name of Grantee},
the Grantee in the above-captioned transaction and as such have knowledge of the matters
hereinafter declared.
2. {name of Grantee} and INFRASTRUCTURE
ONTARIO are arms lengths parties and {name of Grantee}
has received no special knowledge nor special consideration in entering into the above
Easement Conveyance Agreement, which would lead to the presumption that the parties are
not arms lengths parties.
3. {name of Grantee} and HER MAJESTY THE QUEEN IN
RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF INFRASTRUCTURE
are arms lengths parties and {name of Grantee} has., received no
special knowledge nor special consideration in entering into the above Easement Conveyance
Agreement, which would lead to the presumption that the parties are not arms lengths parties.
4. There are no outstanding legal disputes or actions between the Grantor and Grantee.
5
28
5. {name of Grantee} is not in conflict with
INFRASTRUCTURE ONTARIO (or any of its employees)to the above transaction.
6. {name of Grantee} is not in conflict with HER
MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE
MINISTER OF INFRASTRUCTURE (or any of its employees)to the above transaction.
AND 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 and by virtue of the.Canada Evidence Act.
DECLARED by the above-named )
Declarant, before me at the of )
, this )
day of , 2016. )
)
A Commissioner, etc. )
ii
•
•
_
29 •
Schedule "D" II
PERMITTED ENCUMBRANCES
(a) General Encumbrances:
a. liens for real property taxes (which term includes charges, rates and assessments) or
charges for electricity, power, gas, water and other services and utilities in connection
with the Easement Lands or for construction in connection with the Easement Lands for
amounts the payment of which is not yet due or delinquent;
b. easements, rights of way, restrictions, building schemes, licences, restrictive covenants
and servitudes, rights of access or user, airport zoning regulations and other similar rights
in land (including, without limitation, rights of way and servitudes for sewers, drains, gas
and water mains, electrical power, telephone and cable conduits, poles, wires or cables)
granted to, reserved or taken by any person, and any rights reserved or vested in any
authority or public or private utility by the terms of any lease, licence, franchise, grant,
agreement or permit, subdivision, development, servicing, encroachment, site plan,
parking or other similar agreement with any authority or public or private utility,
provided same do not interfere with the Works as intended by the Grantee;
c. title defects or irregularities which do not, in the aggregate, materially and adversely
• impair the use or marketability of the Easement Lands for the Grantee's intended
purpose;
d. any subsisting reservations, limitations, provisos, conditions or exceptions, including
royalties, contained in the original grant of the Property from the Crown;
e. any rights of expropriation, access or use, or any other right conferred or reserved by or in any
statute of Canada or the Province of Ontario;
f. the provisions of all applicable law including by-laws, regulations, ordinances; land use
contracts, development agreements and similar instruments relating (without limitation)
to development, use and zoning;
g. encroachments by any improvements on the Easement Lands over adjoining lands and
easements or rights of way and/or any improvements on adjoining lands encroaching on
the Easement Lands which do not materially and adversely affect the Grantee's intended
use of the Easement Lands;
(b) Specific Encumbrances
a. [NTD—to be completed]
30
Schedule "E"
ACKNOWLEDGEMENT AND INDEMNITY
r
The Grantee hereby acknowledges that all representations and warranties provided for in Section 11
of the Easement Conveyance Agreement executed on the of , 2016, shall survive
closing and further agrees to indemnify the Grantor and its successors, administrators, permitted
assigns, directors, officers, employees, agents, servants, representatives, appointees and all others for
whom the Grantor is responsible in law and its administrators, permitted assigns, directors, officers,
employees, agents, servants, representatives and all others for whom the Grantor is responsible in law,
from and against all such loss, damage, or injury and all actions, suits, proceedings, costs, charges,
damages, expenses, claims, or demands arising therefrom or connected therewith.
Date:
2016.
Witness: )
)
)
)
)
)
) Name:
) Title:
)
)
) Name:
• ) Title:
SII
I/We have authority to bind the Corporation.
31
Schedule "F" •
• UNDERTAKING
TO: Infrastructure Ontario
AND TO: , Solicitors for Infrastructure Ontario
RE: Easement Conveyance Agreement between Her Majesty the Queen in right of Ontario
as represented by the Minister of Infrastructure (the"Province") and
(the " ") executed by on
(the "Agreement"), with respect to the lands described as being
In consideration of the acceptance by the Province of the Agreement and other good
and valuable consideration, the undersigned hereby undertakes to pay all fees, costs and
disbursements as set out in Section 5 of the Agreement, notwithstanding completion or other
termination of the proposed transaction.
And this shall be your good, irrevocable and sufficient direction and authority for so
doing.
Dated at the this day of , 2016.
li
Per:
Name:
Title:
Per:
Name:
Title:
I/We have authority to bind the Corporation.
Y •
-