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HomeMy WebLinkAboutLEG 14-22Report to Council Report Number: LEG 14-22 Date: June 27, 2022 ___________________________________________________________________________ From: Paul Bigioni Director, Corporate Services & City Solicitor Subject: Transfer of Lands to the Region of Durham for the Kingston Road (Highway 2) Bus Rapid Transit Project -Part of Lots 156, 163 and 164, RCP 816, designated as Part 1, Plan 40R- 31396 -Part of Block 55, 40M-1480, designated as Part 1, Plan 40R-31395 -Part of the Road Allowance between Concession 1 and Range 3, Broken Front Concession, designated as Part 2, Plan 40R-31400 -Part of Dunchurch Street being Part of Lot 25, Concession 1 Pickering, designated as Part 5, Plan 40R-31400 -Part of the Road Allowance between Lots 24 and 25, Concession 1 Pickering, designated as Part 1, Plan 40R-31388 -Part of the Road Allowance between Lots 16 and 17, Concession 2 Pickering, designated as Part 4, Plan 40R-31428 -Part Lot 1, Concession 2 Pickering as in CO177977 and Part Lot 1, Concession 2 Pickering as in CO176719, except CO177977; and -Road Allowance between the Township of Whitby and the Township of Pickering; Part Lot 35, Concession 1 Pickering as in CO75459; being Lakeridge Road (AKA Regional Road #23) between Dundas Street and Highway 401 save and except Part 1, Plan 40R-26251 -File: L-4610-016-18 Recommendation: 1.That the following lands be declared surplus to the needs of the City of Pickering and be transferred to the Regional Municipality of Durham for nominal consideration: (a)Part of Lots 156, 163 and 164, RCP 816, designated as Part 1, Plan 40R- 31396; (b)Part of Block 55, 40M-1480, designated as Part 1, Plan 40R-31395; (c)Part of the Road Allowance between Concession 1 and Range 3, Broken Front Concession, designated as Part 2, Plan 40R-31400; (d)Part of Dunchurch Street being Part of Lot 25, Concession 1 Pickering, designated as Part 5, Plan 40R-31400; (e)Part of the Road Allowance between Lots 24 and 25, Concession 1 Pickering, designated as Part 1, Plan 40R-31388; (f)Part of the Road Allowance between Lots 16 and 17, Concession 2 Pickering, designated as Part 4, Plan 40R-31428; (g)Part Lot 1, Concession 2 Pickering as in CO177977 and Part Lot 1, Concession 2 Pickering as in CO176719, except CO177977; and (h)Road Allowance between the Township of Whitby and the Township of Pickering; -aft;of- Pl(KER]NG LEG 14-22 June 27, 2022 Subject: Transfer of Lands to Region of Durham for the Kingston Road (Highway 2) Bus Rapid Transit Project Page 2 Part Lot 35, Concession 1 Pickering as in CO75459; being Lakeridge Road (AKA Regional Road #23) between Dundas Street and Highway 401 save and except Part 1, Plan 40R-26251 (collectively, the “Properties”); 2.That Council approves the Offers to Sell between the Region of Durham, as purchaser, and the Corporation of the City of Pickering, as vendor, and authorizes the Mayor and Clerk to execute the said Offers to Sell, as set out in Attachment No. 1, subject to such minor revisions as are satisfactory to the Director, Corporate Services & City Solicitor; 3.That the Director, Corporate Services & City Solicitor be authorized to execute on the City’s behalf any documents, instruments, transfers and agreements as may be necessary to complete the transactions; and 4.That the appropriate City of Pickering officials be authorized to take the necessary actions as indicated in this Report. Executive Summary: Region of Durham staff have requested that the City of Pickering transfer the Properties to the Region of Durham for widening purposes along Kingston Road (Highway 2) for the Bus Rapid Transit (“BRT”) project. Among other improvements, the proposed road widening will include dedicated bus transit lanes, a culvert extension and a sidewalk. Financial Implications: There are no direct financial implications arising from this Report and the cost to prepare and register the required reference plans was paid for by the Region of Durham. Discussion: The proposed Kingston Road (Highway 2) BRT project is identified as a key Regional higher order transit spine in the Region of Durham Long-Term Transit Strategy in order to provide essential rapid transit alternatives to automobile transportation. The design of the project calls for the widening of Kingston Road (Highway 2) for dedicated transit in curb lanes with buffered on-road bicycle lanes and sidewalks on both sides. The proposed road widening will include dedicated bus transit lanes, a culvert extension and a sidewalk. Region of Durham initiatives relating to the Kingston Road (Highway 2) BRT project are now underway. In order to advance the Kingston Road (Highway 2) BRT project, Region of Durham staff have requested that the City of Pickering transfer the Properties owned by the City of Pickering to the Region of Durham for road widening purposes. The City has no municipal purpose for retaining the Properties. The Region of Durham has included in the Offer to Sell for the property noted in 1(a) above a provision allowing for the City’s Director, Engineering Services to approve the design and construction, at the Region’s expense, of the repairs to the driveway and ramp which will be significantly impacted by the construction on the portion of Kingston Road (Highway 2) in front LEG 14-22 June 27, 2022 Subject: Transfer of Lands to Region of Durham for the Kingston Road (Highway 2) Bus Rapid Transit Project Page 3 of 470 Kingston Road. The Region of Durham has included in the Offer to Sell for 1(b) above a provision allowing the Director, Engineering Services to approve the removal and restoration, at the Region’s expense, of the landscaping that will be impacted by the construction on the portion of Kingston Road (Highway 2) in front of 549 Kingston Road. As the City does not need to enforce any contractual commitments regarding the Properties described in 1(c) to (g) above, Offers to Sell for those parcels are unnecessary. Reference plans have been prepared and registered which accurately describes the Properties required to be transferred. City staff have reviewed the reference plans and deem them to be acceptable. It is recommended that Council declare the lands surplus to the needs of the City of Pickering and authorize staff to effect the transfers of the Properties to the Region of Durham for nominal consideration. Attachments: 1.Offers to Sell 2.Location Maps Prepared By: Approved/Endorsed By: Chantelle Adair Paul Bigioni Law Clerk Director, Corporate Services & City Solicitor PB:ca Recommended for the consideration of Pickering City Council Marisa Carpino, M.A. Chief Administrative Officer r Original Signed By:Original Signed By: Original Signed By: Reference: HWY2-128 Page 1 of 5 OFFER TO SELL The Corporation of the City of Pickering (the “Vendor”) hereby offers to sell to The Regional Municipality of Durham (the “Region”) Part of Block 55, Registered Plan 40M-1480 in the City of Pickering, Regional Municipality of Durham, identified with the PIN 26306-0033 described further as Part 1 on Registered Plan 40R-31395, (“the Property”) on the following terms and conditions: Compensation 1.01 The compensation shall be the nominal sum of Two ($2.00) Dollars of lawful money of Canada receipt of which is hereby acknowledged. Additional Provisions 2.01 The Region and The Corporation of the City of Pickering acknowledge and agree that despite the consideration for the Property transfer for this Offer to Sell, The Corporation of the City of Pickering may incur costs resulting from any impacts due to construction related to the BRT Project and the property requirements acquired pursuant to this Offer To Sell. The Region and Vendor acknowledge that the construction will impact the park located adjacent to the subject land. The Region and/or its design consultant will prepare a landscape removal and restoration plan and accompanying cost estimate identifying trees to be removed within the park, any grading to be undertaken within the said park and compensation for trees removed, to be submitted to the Director, Engineering Services of the Vendor for review and approval in the Vendor’s sole discretion. The Region acknowledges that based on the preliminary field review and discussion, 11 trees are anticipated to be removed and are to be replaced with 16 trees with a minimum caliper of 60mm and/or coniferous trees with a minimum height of 1.8m. The Region will reimburse the Corporation of the City of Pickering for the costs related to replacement of the items impacted by the landscape removal and restoration plan. The City of Pickering will obtain three (3) quotes for the replacement of impacted items and will be compensated based on the lowest fee quote provided. Closing 3.01 This Agreement shall be completed by no later than 4:30 p.m. on the date which is 45 days after this Agreement is executed by the Region or its designated official, or the next following business day if said date is not a business day (the Closing Date or Closing) or sooner if mutually agreed to by both the Vendor and the Region. The parties may on mutual consent extend the closing date as may be required. Title 4.01 Title to the Property shall be good and free from all registered restrictions, charges, liens and encumbrances. 4.02 Title shall be examined by the Region at its expense. The Region shall not call for the production of any title deed, abstract, survey or other evidence of title to the Property except as is in the possession or control of the Vendor. If on or about 4:30 p.m. on the day which is three (3) business days prior to the Closing Date, the Region furnishes the Vendor in writing with any valid objection to the title which the Vendor is unable or unwilling to remove or correct and which the Region will not waive, then this Agreement, Attachment #1 to Report LEG 14-22 Reference: HWY2-128 Page 2 of 5 notwithstanding any intermediate acts or negotiations, shall be null and void. Save as to any valid objections made within such time or any objection going to the root of title, the Region shall be deemed conclusively to have accepted the title of the Vendor to the Property. Survey 5.01 If necessary for registration purposes, the Region shall prepare, at its expense, a plan of survey for the Property. Legal Fees 6.01 The Region will pay the reasonable legal fees for the property transaction, only upon completion of the property transfer as contemplated in this agreement. Closing Documents 7.01 All documentation required to complete this transaction shall be prepared by the Region at its expense. Entry 8.01 The Vendor, upon execution of this agreement hereby grants the Region and all applicable Utility Companies, their servants, agents, contractors and workmen with all the necessary materials, equipment, machinery and vehicles, Permission to Enter the Property and Vendor’s retained property in order to construct, grade, pave and/or alter the property and the remainder of the Vendor’s property for the purpose of the Bus Rapid Transit project. 8.02 The Vendor and Region acknowledge that should the Property not be transferred to the Region in a timely manner to permit construction work on the Property by the Region, the Vendor grants the Region a license to construct on the Property that will commence upon the date the Region giving written notice to the Vendor when the Region requires it and that the license to construct will terminate upon the date that the Property has been transferred to the Region in accordance to this Agreement. Residency 9.01 The Region shall be credited toward the sale price with the amount, if any, necessary for the Region to pay the Minister of National Revenue to satisfy the Region’s liability in respect of tax payable by the Vendor under the non-residency provisions of the Income Tax Act by reason of this sale. The Region shall not claim this credit if the Vendor delivers on completion the prescribed certificate or a statutory declaration that the Vendor is not then a non-resident of Canada. Family Law Act 10.01 If applicable, if the Vendor’s spouse is not one of the vendors, the Vendor shall provide satisfactory evidence that the Vendor is not a spouse within the meaning of the Family Law Act or that the Vendor’s spouse has no right or interest in the Property or that the Vendor’s spouse has consented to the transaction. HST 11.01 The Region represents and warrants that it is duly registered for HST purposes under HST registration number R123268351. The Region shall remit the HST payable on the sale of the Property to the relevant federal taxation authorities following completion of this transaction. Adjustments 12.01 The Vendor acknowledges that there shall be adjustments to the sale price on Closing for realty taxes and any other matters as is relevant and as may be required, including but Reference: HWY2-128 Page 3 of 5 not limited to the adjustments for any arrears in property tax payments resulting from any non-payments from the Vendor. General Provisions 13.01 The terms and the representations and warranties, if any, contained in this Agreement shall survive and not merge on Closing. 13.02 Time shall in all respects be of the essence provided the time for doing or completing of any matter provided for this Agreement may be extended or abridged by an agreement in writing signed by the parties or by their respective solicitors. 13.03 Any tender of documents or money may be made on the parties or their respective solicitors. 13.04 References herein to the “Agreement” shall mean the agreement consisting of this Offer executed by the Vendor and accepted by the Council of the Region. 13.05 This Agreement, including any schedules attached hereto, shall constitute the entire agreement between the Vendor and the Region. There is no representation, warranty, collateral agreement or condition affecting this Agreement or the Property except as expressed in this Agreement. 13.06 This Agreement shall be read with all changes of gender or number required by the context. 13.07 The heirs, executors, administrators, successors and assigns of the Vendor are bound by the terms of this Agreement. Should the Vendor be in a position that they are going to sell/transfer the Property to a new Owner, they will be obligated to disclose this Offer To Sell to the prospective new Owner and the purchase agreement that the Vendor and new Owner are entering into will have a condition in it that the new Owner is acquiring the Property from the Vendor subject to the terms of this Offer to Sell and the new Owner will complete the contractual obligations of this Offer To Sell with the Region upon acquiring the Property. If required, at the discretion of the Region, the new Owner will enter into an Assumption Agreement to assume the obligations of this Offer To Sell. 13.08 This Agreement is subject to the provisions of the Municipal Freedom of Information and Protection of Privacy Act. 13.09 The Vendor shall, prior to close and in a form satisfactory to the Region, execute an irrevocable direction to the Region that any funds payable in connection with any part of this Agreement, including the sale price, be made payable to the Vendor's solicitor. Irrevocability 14.01 This Offer shall be irrevocable by the Vendor until seven (7) business days after the matter appears before Regional Council, or its designated official, after which, if not accepted by the Council of the Region, it shall be null and void. Environmental (Contamination) Clause 15.01 To the best of the Vendor knowledge, the Vendor represents and warrants to the Region that, Reference: HWY2-128 Page 4 of 5 (a) the Property has never been used as a waste disposal site; (b) no contaminants, pollutants, dangerous substances, liquid waste or hazardous materials exist or have been stored in or on the Property; (c) no underground storage tanks or surface impoundment have been or are in or on the Property; and (d) the Vendor has not received any notice of any violation of any Federal, Provincial or other regulations, orders or approvals of government authorities relating to the Property or its use. The Region, and its agents, shall have the right of entry onto the Property from the date of acceptance of this Agreement for the purposes of inspection, survey and performing environmental testing as it deems necessary including, but not limited to, obtaining soil and liquid samples and drilling test holes. The Region agrees to restore the Property, so far as possible, to its original condition. The Vendor shall provide the Region with all consents or authorizations (written or otherwise) necessary or desirable to enable the Region to obtain information as the Region may consider necessary or advisable in determining the environmental condition of the Property within three (3) days after the request therefore. The Vendor shall further provide the Region with all documents and reports in its control or possession relating to the environmental condition of the Property within three (3) days after the request therefore. In the event that the Region is not satisfied, in its absolute discretion, with results of any inspection, environmental test, survey or response to inquiries or if any environmental contaminants are released prior to closing, the Region may, without limiting any other right that the Region may have at its sole option, rescind this Agreement by delivering a notice of termination to the Vendor and in such event the Region shall be released from all obligations under this Agreement. Mailing Address 16.01 The mailing address for the Vendor is: City of Pickering One The Esplanade Pickering, ON L1V 6K7 Counterpart Signatures 17.01 This Agreement may be executed in multiple counterparts, each of which shall be deemed an original agreement and both of which shall constitute one and the same agreement. The counterparts of this Agreement may be executed and delivered by facsimile or other electronic signature, (including portable document format) by either of the parties and the receiving party may rely on the receipt of such document so executed and delivered electronically or by facsimile as if the original had been received. Reference: HWY2-128 Page 5 of 5 Independent Legal Advice 18.01 Each of the parties hereby acknowledges that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that they have either done so or waived their right to do so in connection with the entering into of this Agreement. The Corporation of the City of Pickering hereby executes this Offer dated at ________ this ____ day of, ________ 2022. The Corporation of the City of Pickering David Ryan, Mayor Susan Cassel, City Clerk The Region hereby executes this Offer this _______day of ____________, 2022. THE REGIONAL MUNICIPALITY OF DURHAM Jenni Demanuele, CPA, CMA, Acting Commissioner of Works Reference: HWY2-150 Page 1 of 5 OFFER TO SELL The Corporation of the City of Pickering (the “Vendor”) hereby offers to sell to The Regional Municipality of Durham (the “Region”) Part of Lots 156, 163 and 164, Registrar’s Compiled Plan 816 in the City of Pickering, Regional Municipality of Durham, identified with the PIN 26304-0021 described further as Part 1 on Registered Plan 40R-31396, (“the Property”) on the following terms and conditions: Compensation 1.01 The compensation shall be the nominal sum of Two ($2.00) Dollars of lawful money of Canada receipt of which is hereby acknowledged. Additional Provisions 2.01 The Region and The Corporation of the City of Pickering acknowledge and agree that despite the consideration for the Property transfer for this Offer to Sell, The Corporation of the City of Pickering may incur costs resulting from any impacts due to construction related to the BRT Project and the property requirements acquired pursuant to this Offer To Sell (the “cost impacts”). As such, the Region and The Corporation of the City of Pickering agree that the Region shall carry out, at its sole cost and expense, the design and construction of the required realignment of the ramp and circular driveway located within the Property. Design and construction shall be completed to the satisfaction of the Director, Engineering Services for the City of Pickering and provided the work is completed to the satisfaction of the Director, Engineering Services for the City of Pickering, the City of Pickering will have no claims and release the Region on a full and final basis. Closing 3.01 This Agreement shall be completed by no later than 4:30 p.m. on the date which is 45 days after this Agreement is executed by the Region or its designated official, or the next following business day if said date is not a business day (the Closing Date or Closing) or sooner if mutually agreed to by both the Vendor and the Region. The parties may on mutual consent extend the closing date as may be required. Title 4.01 Title to the Property shall be good and free from all registered restrictions, charges, liens and encumbrances. 4.02 Title shall be examined by the Region at its expense. The Region shall not call for the production of any title deed, abstract, survey or other evidence of title to the Property except as is in the possession or control of the Vendor. If on or about 4:30 p.m. on the day which is three (3) business days prior to the Closing Date, the Region furnishes the Vendor in writing with any valid objection to the title which the Vendor is unable or unwilling to remove or correct and which the Region will not waive, then this Agreement, notwithstanding any intermediate acts or negotiations, shall be null and void. Save as to any valid objections made within such time or any objection going to the root of title, the Region shall be deemed conclusively to have accepted the title of the Vendor to the Property. Reference: HWY2-150 Page 2 of 5 Survey 5.01 If necessary for registration purposes, the Region shall prepare, at its expense, a plan of survey for the Property. Legal Fees 6.01 The Region will pay the reasonable legal fees for the property transaction, only upon completion of the property transfer as contemplated in this agreement. Closing Documents 7.01 All documentation required to complete this transaction shall be prepared by the Region at its expense. Entry 8.01 The Vendor, upon execution of this agreement hereby grants the Region and all applicable Utility Companies, their servants, agents, contractors and workmen with all the necessary materials, equipment, machinery and vehicles, Permission to Enter the Property and Vendor’s retained property in order to construct, grade, pave and/or alter the property and the remainder of the Vendor’s property for the purpose of the Bus Rapid Transit project. 8.02 The Vendor and Region acknowledge that should the Property not be transferred to the Region in a timely manner to permit construction work on the Property by the Region, the Vendor grants the Region a license to construct on the Property that will commence upon the date the Region giving written notice to the Vendor when the Region requires it and that the license to construct will terminate upon the date that the Property has been transferred to the Region in accordance to this Agreement. Residency 9.01 The Region shall be credited toward the sale price with the amount, if any, necessary for the Region to pay the Minister of National Revenue to satisfy the Region’s liability in respect of tax payable by the Vendor under the non-residency provisions of the Income Tax Act by reason of this sale. The Region shall not claim this credit if the Vendor delivers on completion the prescribed certificate or a statutory declaration that the Vendor is not then a non-resident of Canada. Family Law Act 10.01 If applicable, if the Vendor’s spouse is not one of the vendors, the Vendor shall provide satisfactory evidence that the Vendor is not a spouse within the meaning of the Family Law Act or that the Vendor’s spouse has no right or interest in the Property or that the Vendor’s spouse has consented to the transaction. HST 11.01 The Region represents and warrants that it is duly registered for HST purposes under HST registration number R123268351. The Region shall remit the HST payable on the sale of the Property to the relevant federal taxation authorities following completion of this transaction. Adjustments 12.01 The Vendor acknowledges that there shall be adjustments to the sale price on Closing for realty taxes and any other matters as is relevant and as may be required, including but not limited to the adjustments for any arrears in property tax payments resulting from any non-payments from the Vendor. General Provisions 13.01 The terms and the representations and warranties, if any, contained in this Agreement shall survive and not merge on Closing. Reference: HWY2-150 Page 3 of 5 13.02 Time shall in all respects be of the essence provided the time for doing or completing of any matter provided for this Agreement may be extended or abridged by an agreement in writing signed by the parties or by their respective solicitors. 13.03 Any tender of documents or money may be made on the parties or their respective solicitors. 13.04 References herein to the “Agreement” shall mean the agreement consisting of this Offer executed by the Vendor and accepted by the Council of the Region. 13.05 This Agreement, including any schedules attached hereto, shall constitute the entire agreement between the Vendor and the Region. There is no representation, warranty, collateral agreement or condition affecting this Agreement or the Property except as expressed in this Agreement. 13.06 This Agreement shall be read with all changes of gender or number required by the context. 13.07 The heirs, executors, administrators, successors and assigns of the Vendor are bound by the terms of this Agreement. Should the Vendor be in a position that they are going to sell/transfer the Property to a new Owner, they will be obligated to disclose this Offer To Sell to the prospective new Owner and the purchase agreement that the Vendor and new Owner are entering into will have a condition in it that the new Owner is acquiring the Property from the Vendor subject to the terms of this Offer to Sell and the new Owner will complete the contractual obligations of this Offer To Sell with the Region upon acquiring the Property. If required, at the discretion of the Region, the new Owner will enter into an Assumption Agreement to assume the obligations of this Offer To Sell. 13.08 This Agreement is subject to the provisions of the Municipal Freedom of Information and Protection of Privacy Act. 13.09 The Vendor shall, prior to close and in a form satisfactory to the Region, execute an irrevocable direction to the Region that any funds payable in connection with any part of this Agreement, including the sale price, be made payable to the Vendor's solicitor. Irrevocability 14.01 This Offer shall be irrevocable by the Vendor until seven (7) business days after the matter appears before Regional Council, or its designated official, after which, if not accepted by the Council of the Region, it shall be null and void. Environmental (Contamination) Clause 15.01 To the best of the Vendor knowledge, the Vendor represents and warrants to the Region that, (a) the Property has never been used as a waste disposal site; (b) no contaminants, pollutants, dangerous substances, liquid waste or hazardous materials exist or have been stored in or on the Property; Reference: HWY2-150 Page 4 of 5 (c) no underground storage tanks or surface impoundment have been or are in or on the Property; and (d) the Vendor has not received any notice of any violation of any Federal, Provincial or other regulations, orders or approvals of government authorities relating to the Property or its use. The Region, and its agents, shall have the right of entry onto the Property from the date of acceptance of this Agreement for the purposes of inspection, survey and performing environmental testing as it deems necessary including, but not limited to, obtaining soil and liquid samples and drilling test holes. The Region agrees to restore the Property, so far as possible, to its original condition. The Vendor shall provide the Region with all consents or authorizations (written or otherwise) necessary or desirable to enable the Region to obtain information as the Region may consider necessary or advisable in determining the environmental condition of the Property within three (3) days after the request therefore. The Vendor shall further provide the Region with all documents and reports in its control or possession relating to the environmental condition of the Property within three (3) days after the request therefore. In the event that the Region is not satisfied, in its absolute discretion, with results of any inspection, environmental test, survey or response to inquiries or if any environmental contaminants are released prior to closing, the Region may, without limiting any other right that the Region may have at its sole option, rescind this Agreement by delivering a notice of termination to the Vendor and in such event the Region shall be released from all obligations under this Agreement. Mailing Address 16.01 The mailing address for the Vendor is: City of Pickering One The Esplanade Pickering, ON L1V 6K7 Counterpart Signatures 17.01 This Agreement may be executed in multiple counterparts, each of which shall be deemed an original agreement and both of which shall constitute one and the same agreement. The counterparts of this Agreement may be executed and delivered by facsimile or other electronic signature, (including portable document format) by either of the parties and the receiving party may rely on the receipt of such document so executed and delivered electronically or by facsimile as if the original had been received. Independent Legal Advice 18.01 Each of the parties hereby acknowledges that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that they have either done so or waived their right to do so in connection with the entering into of this Agreement. Reference: HWY2-150 Page 5 of 5 The Corporation of the City of Pickering hereby executes this Offer dated at ________ this ____ day of, ________ 2021. The Corporation of the City of Pickering David Ryan, Mayor Susan Cassel, City Clerk The Region hereby executes this Offer this _______day of ____________, 2021. THE REGIONAL MUNICIPALITY OF DURHAM Susan Siopis, P. Eng., Commissioner of Works Reference: HWY2-170 Page 1 of 5 OFFER TO SELL The Corporation of the City of Pickering -and- The Corporation of the Town of Whitby (collectively the “Vendors”) Hereby offers to sell to The Regional Municipality of Durham (the “Region”) Road Allowance between the Township of Whitby and the Township of Pickering Pickering; Part Lot 35, Concession 1, Township of Whitby as in HWYPL442; Part Lot 1, Concession 1, Pickering as in CO75459; being Lakeridge Road (AKA Regional Road #23) between Dundas Street and Highway 401 Save and Except Part 1 on Plan 40R26251 in the Town of Ajax/Town of Whitby, Regional Municipality of Durham, identified with the PIN 26494-0715, (“the Property”) on the following terms and conditions: Compensation 1.01 The compensation shall be the nominal sum of Two ($2.00) Dollars of lawful money of Canada receipt of which is hereby acknowledged. Additional Provisions 2.01 N/A. Closing 3.01 3.02 This Agreement shall be completed by no later than 4:30 p.m. on the date which is 45 days after this Agreement is executed by the Region or its designated official, or the next following business day if said date is not a business day (the Closing Date or Closing) or sooner if mutually agreed to by both the Vendors and the Region. The parties may on mutual consent extend the closing date as may be required. On the date of closing the Vendors shall deliver the Property to the Region in a state of vacant possession. The Region will at its sole discretion conduct an inspection of the property within 48 hours prior to the closing date. Should the Region have to complete additional inspections or have to clean up the Property to achieve vacant possession such expenses shall be reimbursed by the Vendors to the Region for not meeting the obligation. Title 4.01 Title to the Property shall be good and free from all registered restrictions, charges, liens and encumbrances. 4.02 Title shall be examined by the Region at its expense. The Region shall not call for the production of any title deed, abstract, survey or other evidence of title to the Property except as is in the possession or control of the Vendors. If on or about 4:30 p.m. on the day which is three (3) business days prior to the Closing Date, the Region furnishes the Vendors in writing with any valid objection to the title which the Vendors is unable or unwilling to remove or correct and which the Region will not waive, then this Agreement, notwithstanding any intermediate acts or negotiations, shall be null and void. Save as to any valid objections made within such time or any objection going to the root of title, the Reference: HWY2-170 Page 2 of 5 Region shall be deemed conclusively to have accepted the title of the Vendors to the Property. Survey 5.01 If necessary for registration purposes, the Region shall prepare, at its expense, a plan of survey for the Property. Legal Fees 6.01 The Region will pay the reasonable legal fees for the property transaction, only upon completion of the property transfer as contemplated in this agreement. Closing Documents 7.01 All documentation required to complete this transaction shall be prepared by the Region at its expense. Entry 8.01 The Vendors, upon execution of this agreement hereby grants the Region and all applicable Utility Companies, their servants, agents, contractors and workmen with all the necessary materials, equipment, machinery and vehicles, Permission to Enter the Property and Vendors’s retained property in order to construct, grade, pave and/or alter the property and the remainder of the Vendors’s property for the purpose of the Bus Rapid Transit project. 8.02 The Vendors and Region acknowledge that should the Property not be transferred to the Region in a timely manner to permit construction work on the Property by the Region, the Vendors grants the Region a license to construct on the Property that will commence upon the date the Region giving written notice to the Vendors when the Region requires it and that the license to construct will terminate upon the date that the Property has been transferred to the Region in accordance to this Agreement. Residency 9.01 N/A. Family Law Act 10.01 N/A. HST 11.01 The Region represents and warrants that it is duly registered for HST purposes under HST registration number R123268351. The Region shall remit the HST payable on the sale of the Property to the relevant federal taxation authorities following completion of this transaction. Adjustments 12.01 The Vendors acknowledges that only if it is applicable and if the Region requests adjustments at the time of requisitioning prior to closing, there shall be adjustments to the sale price on Closing for realty taxes and any other matters as is relevant and as may be required, as the Region may notify, including but not limited to the adjustments for any arrears in property tax payments resulting from any non-payments from the Vendors. The parties acknowledge that for a partial property taking there shall be no adjustments for realty taxes. For a full property taking there shall be adjustments for realty taxes and any other matters for which there may be arrears as the Region may notify. Should the Region choose not to assume any rental equipment, the Region shall notify the Property owner and the Vendors will be responsible for satisfying all arrears and full removal of the rental equipment at their expense. Reference: HWY2-170 Page 3 of 5 General Provisions 13.01 The terms and the representations and warranties, if any, contained in this Agreement shall survive and not merge on Closing. 13.02 Time shall in all respects be of the essence provided the time for doing or completing of any matter provided for this Agreement may be extended or abridged by an agreement in writing signed by the parties or by their respective solicitors. 13.03 Any tender of documents or money may be made on the parties or their respective solicitors. 13.04 References herein to the “Agreement” shall mean the agreement consisting of this Offer executed by the Vendors and accepted by the Council of the Region. 13.05 This Agreement, including any schedules attached hereto, shall constitute the entire agreement between the Vendors and the Region. There is no representation, warranty, collateral agreement or condition affecting this Agreement or the Property except as expressed in this Agreement. 13.06 This Agreement shall be read with all changes of gender or number required by the context. 13.07 The heirs, executors, administrators, successors and assigns of the Vendors are bound by the terms of this Agreement. Should the Vendors be in a position that they are going to sell/transfer the Property to a new Owner, they will be obligated to disclose this Offer To Sell to the prospective new Owner and the purchase agreement that the Vendors and new Owner are entering into will have a condition in it that the new Owner is acquiring the Property from the Vendors subject to the terms of this Offer to Sell and the new Owner will complete the contractual obligations of this Offer To Sell with the Region upon acquiring the Property. If required, at the discretion of the Region, the new Owner will enter into an Assumption Agreement to assume the obligations with this Offer To Sell. 13.08 This Agreement is subject to the provisions of the Municipal Freedom of Information and Protection of Privacy Act. 13.09 The Vendors shall, prior to close and in a form satisfactory to the Region, execute an irrevocable direction to the Region that any funds payable in connection with any part of this Agreement, including the sale price, be made payable to the Vendors' solicitor. Irrevocability 14.01 This Offer shall be irrevocable by the Vendors until seven (7) business days after the matter appears before Regional Council, or its designated official, after which, if not accepted by the Council of the Region, it shall be null and void. Environmental (Contamination) Clause 15.01 To the best of the Vendors knowledge, the Vendors represents and warrants to the Region that, (a) the Property has never been used as a waste disposal site; Reference: HWY2-170 Page 4 of 5 (b) no contaminants, pollutants, dangerous substances, liquid waste or hazardous materials exist or have been stored in or on the Property; (c) no underground storage tanks or surface impoundment have been or are in or on the Property; and (d) the Vendors has not received any notice of any violation of any Federal, Provincial or other regulations, orders or approvals of government authorities relating to the Property or its use. The Region, and its agents, shall have the right of entry onto the Property from the date of acceptance of this Agreement for the purposes of inspection, survey and performing environmental testing as it deems necessary including, but not limited to, obtaining soil and liquid samples and drilling test holes. The Region agrees to restore the Property, so far as possible, to its original condition. The Vendors shall provide the Region with all consents or authorizations (written or otherwise) necessary or desirable to enable the Region to obtain information as the Region may consider necessary or advisable in determining the environmental condition of the Property within three (3) days after the request therefore. The Vendors shall further provide the Region with all documents and reports in its control or possession relating to the environmental condition of the Property within three (3) days after the request therefore. In the event that the Region is not satisfied, in its absolute discretion, with results of any inspection, environmental test, survey or response to inquiries or if any environmental contaminants are released prior to closing, the Region may, without limiting any other right that the Region may have at its sole option, rescind this Agreement by delivering a notice of termination to the Vendors and in such event the Region shall be released from all obligations under this Agreement. Mailing Address 16.01 The mailing address for the Vendors is: City of Pickering One The Esplanade Pickering, ON L1V 6K7 Town of Whitby 575 Rossland Road East Whitby, ON L1N 2M8 Counterpart Signatures 17.01 This Agreement may be executed in multiple counterparts, each of which shall be deemed an original agreement and both of which shall constitute one and the same agreement. The counterparts of this Agreement may be executed and delivered by facsimile or other electronic signature, (including portable document format) by either of the parties and the receiving party may rely on the receipt of such Reference: HWY2-170 Page 5 of 5 document so executed and delivered electronically or by facsimile as if the original had been received. Independent Legal Advice 18.01 Each of the parties hereby acknowledges that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that they have either done so or waived their right to do so in connection with the entering into of this Agreement. The Corporation of the City of Pickering hereby executes this Offer dated at ________ this ____ day of, ________ 2022. The Corporation of the City of Pickering David Ryan, Mayor Susan Cassel, City Clerk The Corporation of the Town of Whitby hereby executes this Offer dated at ________ this ____ day of, ________ 2022. The Corporation of the Town of Whitby Name and Title I / We have the authority to bind the Corporation Name and Title I / We have the authority to bind the Corporation The Region hereby executes this Offer this _______day of ____________, 2022. THE REGIONAL MUNICIPALITY OF DURHAM Susan Siopis, P. Eng., Commissioner of Works No t i o n Ro a d Kingston Road WKingston Road D i x i e R o a d King s t o n R o a d Part 4, 40R-31428 Part 1, 40R-31388 Various Locations Along Kingston Road Durham BRT © The Corporation of the City of Pickering Produced (in part) under license from: © Queens Printer, Ontario Ministry of Natural Resources. All rights reserved.; © Her Majesty the Queen in Right of Canada, Department of Natural Resources. All rights reserved.; © Teranet Enterprises Inc. and its suppliers. All rights reserved.; © Municipal Property Assessment Corporation and its suppliers. All rights reserved. L:\PLANNING\01-MapFiles\Legal\2021\DurhamBRT\DurhamBRT.aprx Date: Oct. 21, 2021 Scale: 1:500 THIS IS NOT A PLAN OF SURVEY Location: File: Location Map City Development Department Attachment #2 to Report LEG 14-22 PlCKERlNG Dunbarton R o a d Ap p l e v i e w Ro a d D u n c h u r c h S t r e e t Ki n gston R oa d Mer r itton R o a d Highwa y 401 Li g h t f o o t Pl a c e Ro s e b a n k R o a d Kings t o n R o a d Highwa y 4 0 1 O l d F o r e s t R o a d Part 2, 40R-31400 Part 1, 40R-31400 Part 1, 40R-31395 Part of Lots 156, 163 and 164, RCP 816, being Part 1, 40R-31396 Various Locations Along Kingston Road Durham BRT © The Corporation of the City of Pickering Produced (in part) under license from: © Queens Printer, Ontario Ministry of Natural Resources. All rights reserved.; © Her Majesty the Queen in Right of Canada, Department of Natural Resources. All rights reserved.; © Teranet Enterprises Inc. and its suppliers. All rights reserved.; © Municipal Property Assessment Corporation and its suppliers. All rights reserved. L:\PLANNING\01-MapFiles\Legal\2021\DurhamBRT\DurhamBRT.aprx Date: Oct. 21, 2021 Scale: 1:3,000 THIS IS NOT A PLAN OF SURVEY Location: File: Location Map City Development Department -~of- P](KER]NG Ol d L a k e R i d g e R o a d S La k e Ri d g e R o a d S Kingston Road E Dundas Street W Cresser Avenue La k e R i d g e R o a d N Various Locations Along Kingston Road Durham BRT © The Corporation of the City of Pickering Produced (in part) under license from: © Queens Printer, Ontario Ministry of Natural Resources. All rights reserved.; © Her Majesty the Queen in Right of Canada, Department of Natural Resources. All rights reserved.; © Teranet Enterprises Inc. and its suppliers. All rights reserved.; © Municipal Property Assessment Corporation and its suppliers. All rights reserved. L:\PLANNING\01-MapFiles\Legal\2021\DurhamBRT\DurhamBRT.aprx Date: May. 26, 2022 Scale: 1:2,500 THIS IS NOT A PLAN OF SURVEY Location: File: Location Map City Development Department Part Lot 1, Con 2 as in CO177977 and Part Lot 1, Con 2 as in C176719 Part Lot 35, Con 1 Whitby as in HWYPL442, Part Lot 1, con 1 as in CO75459 (26494-0715) -~of- P](KER]NG