Staff Report: Road Closure and Disposition for Consolidation with 2848 and 2852 Millstream Road (Land Development)

Financial Implications

The Applicant will be responsible for the legal and surveying costs incurred during this process and will pay the City $43 per square foot of closed road. The survey plan has yet to be completed, but we estimate the area of road to be closed to be approximately 100m2 or 1076.39 square feet which puts the payment at approximately $46,284.77.

Legal Implications

There are no known legal implications with the purchase and sale of this portion of Road. Public notification of the road closure will be placed in a local newspaper as required through provincial legislation. This portion of closed road is within 800m of an arterial highway and requires Minister approval to close the road. The purchase and sale agreement has been drafted in consultation with the City’s lawyers.

Options

That Council:

1. Authorize the Mayor and CAO to enter into a Purchase and Sale Agreement substantially on the terms attached hereto with the Applicant for the disposition of a portion of Millstream Road, subject to minor amendments as may be necessary;

and

2. Draft a Road Closure Bylaw and bring forward for 1st, 2nd and 3rd readings;

and

3. Direct staff to post a public notice as prescribed in the Community Charter for a road closure and disposition;

OR

4. Take no action at this time with respect to the proposed road closure.

Respectfully submitted,
Submitted by:
James Oliver, Senior Land Development Technologist

Concurrence:
Marie Watmough, Manager of Legal Services
Matthew Baldwin, MCIP, RPP Director of Planning
Chris Aubrey, Fire Chief
Lorne Fletcher, Manager of Community Safety and Municipal Enforcement
Yari Nielsen, Acting Manager of Parks and Recreation
Michelle Mahovlich, P.Eng, P.Geo, Director of Engineering
Leah Stohmann, MCIP, RPP, Deputy Director of Planning
Michael Dillabaugh, CPA, CA, Director of Finance
Braden Hutchins, Director of Corporate Services
Darren Kiedyk, Chief Administrative Officer

ROAD DISPOSITION AND PURCHASE AND SALE AGREEMENT

THIS AGREEMENT dated for reference ________________, 2021 is

BETWEEN:
CORPORATION OF THE CITY OF LANGFORD, 2nd Floor, 877 Goldstream Avenue, Langford, British Columbia, V9B 2X8 (the “City”)

AND:
1278656 B.C. LTD., INC. NO. BC1278656, 1920 Larson Road, North Vancouver, British Columbia, V7M 2Z6 (the “Purchaser”)

WHEREAS the City has ownership and possession of the Closed Road Area and the City has agreed to transfer the Closed Road Area to the Purchaser for consolidation with the Adjacent Property, all on the terms and conditions of this Agreement;

NOW THERFORE in consideration of the payments, premises, and promises exchanged below and other good and valuable consideration the receipt and sufficiency of which the City and the Purchaser each acknowledge, the City and the Purchaser covenant and agree as follows:

ARTICLE 1 — DEFINITIONS

Definitions – In this Agreement, in addition to any terms defined elsewhere in this Agreement:

• (a) “Adjacent Property” means, together, those lands located in Langford, British Columbia, and legally described in Schedule A
• (b) “Business Day” means a day other than a Saturday, Sunday or statutory holiday in British Columbia.
• (c) “City’s Solicitors” means Young, Anderson, Barristers & Solicitors.
• (d) “Closed Road Area” means the land shown outlined, shaded, and labeled as “Closed Road Approx. 100m2” on Schedule A, having an approximate area of 100m2, to be more particularly delineated on the Road Closure Plan.
• (e) “Completion” means completion of the sale of the Closed Road Area to the Purchaser in accordance with this Agreement.
• (f) “Completion Date” means the day that is 30 days after the date that all of the Conditions Precedent are satisfied, provided that if that day is not a Business Day, the Completion Date shall be the next following Business Day.
• (g) “Consolidated Parcel” means the single parcel comprising the Closed Road Area and the Adjacent Property, formed upon the deposit of the Consolidation Plan with the LTO.
• (h) “Conditions Precedent” means the conditions precedent under Section 3.
• (i) “Consolidation Plan” means a reference, subdivision or explanatory plan that will, upon deposit with the LTO, consolidate, into a single parcel, the Closed Road Area and the Adjacent Property.
• (j) “Contaminants” means
  • (i) as defined in the Environmental Management Act: any biomedical waste, contamination, contaminant, effluent, pollution, recyclable material, refuse, hazardous waste or waste;
  • (ii) matter of any kind which is or may be harmful to human safety or health or to the environment; or
  • (iii) matter of any kind the abandonment, storage, manufacture, disposal, emission, discharge, dumping, treatment, generation, use, transport, spill, escape, release, remediation, mitigation or removal of which is now or is at any time required, prohibited, controlled, regulated or licensed under any Environmental Laws.
• (k) “Deposit” means a deposit in the amount of $ 4,628.52 to be paid by the Purchaser to the City upon execution of this Agreement.
• (l) “Environmental Law” means any past, present or future common law or principle, enactment, statute, regulation, order, bylaw or permit, and any requirement, standard or guideline, of or issued by any Governmental Authority having jurisdiction, relating to the environment, environmental protection, pollution or public or occupational safety or health.
• (m) “Extension Agreements” means any agreements required to extend, over title to the Closed Road Area, any charges registered against title to the Adjacent Property, as necessary to enable the deposit of the Consolidation Plan with the LTO and the consolidation of the Closed Road Area and the Adjacent Property into a single parcel.
• (n) “Governmental Authority” means any federal, provincial, state, municipal, county, regional or local government or government authority, domestic or foreign, and includes any department, commission, bureau, board, administrative agency or regulatory body of any of the foregoing.
• (o) “GST” means any tax levied under Part IX of the Excise Tax Act (Canada) as the same may be amended or replaced from time to time, including for certainty, goods and services tax.
• (p) “GST Certificate” means a certificate in the form set out in Schedule B.
• (q) “LTO” means the appropriate land title office.
• (r) “Permitted Encumbrances” means the reservations and exceptions contained in Section 50 of the Land Act (British Columbia).
• (s) “Purchase Price” means the purchase price (excluding GST) for the Closed Road Area in an amount equal to $43 per square foot multiplied by the total square foot area of the Closed Road Area.
• (t) “Road Closure Bylaw” means a City bylaw to close and remove the dedication of the Closed Road Area as a highway.
• (u) “Road Closure Plan” means the reference or explanatory plan delineating the Closed Road Area.
• (v) “Transfer” means a Form A Transfer or Transfers under the Land Title Act (British Columbia) in registrable form transferring the estate in fee simple of the Closed Road Area to the Purchaser.
• (w) “Purchaser’s Solicitors” means Cook Roberts LLP

ARTICLE 2 — SALE OF LAND

2.1 Purchase and Sale – On the Completion Date, the Purchaser will purchase from the City, and the City will sell to the Purchaser, the Closed Road Area, free and clear of all registered liens, charges and encumbrances other than the Permitted Encumbrances, for the Purchase Price, on the terms and conditions of this Agreement.

2.2 Payment of Purchase Price – The Purchaser will pay the Purchase Price as follows:

• (a) by payment of the Deposit to the City’s Solicitors, in trust, within 3 Business Days following the date of execution of this Agreement by the Purchaser, with the Deposit to be held by the City’s Solicitors in a trust account with a bank or credit union, and the Deposit shall be dealt with as follows:
  • (i) upon Completion, the Deposit, without interest, will be credited on account of the Purchase Price;
  • (ii) the Deposit will be retained by the City as a genuine estimate of the City’s damages, if the Purchaser defaults in its obligation to purchase the Closed Road Area under this Agreement and that default is not waived in writing by the City;
  • (iii) the Deposit will be repaid to the Purchaser if the City is in default of its obligation to sell the Closed Road Area under this Agreement and that default is not waived in writing by the Purchaser;
  • (iv) the Deposit will be repaid to the Purchaser if any of the Conditions Precedent are not satisfied or, where permitted, waived within the time provided in this Agreement;
  • (v) any and all interest accruing on the Deposit will be retained by the City and will not be returned to the Purchaser or credited on account of the Purchase Price and, for certainty, the Purchaser acknowledges and agrees that the City is under no obligation to generate any interest on the Deposit; and
• (b) by payment to the City on the Completion Date of the balance of the Purchase Price to the City in accordance with this Agreement.

2.3 Consolidation Agreement – On the Completion Date, the Purchaser will:

• (a) cause the Closed Road Area and the Adjacent Property to be consolidated into a single parcel with the LTO.

2.4 Title and Possession – On the Completion Date, the City will:

• (a) convey the estate in fee simple of the Closed Road Area to the Purchaser free and clear of all registered liens, charges and encumbrances except for the Permitted Encumbrances; and
• (b) give vacant possession of the Closed Road Area to the Purchaser, subject only to the Permitted Encumbrances.

2.5 Survey Plans & Extension Agreements:

• (a) In connection with the process to close and cancel the dedication of the Closed Road Area, the Purchaser will cause a B.C. Land Surveyor to prepare the Road Closure Plan.
• (b) At least 7 days before the Completion Date the Purchaser will cause a B.C. Land Surveyor to prepare the Consolidation Plan.
• (c) Before the Completion Date, the Purchaser will execute the application to deposit the Consolidation Plan.
• (d) At least 7 days before the Completion Date the Purchaser will prepare Extension Agreements, and cause such Extension Agreements to be executed by the holders of any charges registered against title to the Adjacent Property, as necessary to enable the deposit of the Consolidation Plan with the LTO and to consolidate the Closed Road Area and the Adjacent Property into a single parcel.

2.6 Adjustments – All adjustments to the Purchase Price in respect of the Closed Road Area, both incoming and outgoing, usually the subject of adjustment between a vendor and a purchaser in connection with the purchase and sale of land, including adjustments of property taxes, utilities and rents, will be made up to and including the Completion Date, except that there shall be no adjustments for property taxes or utilities in respect of the Closed Road Area.

ARTICLE 3 — CONDITIONS PRECEDENT

3.1 Mutual Conditions Precedent – The transactions contemplated by this Agreement are conditional upon the satisfaction of the following conditions precedent, which are for the benefit of both parties and may not be waived:

• (a) On or before May 10th, 2021, the Council of the City, in its sole and absolute unfettered discretion, will have approved of and authorized the sale of the Closed Road Area to the Purchaser in accordance with this Agreement.
• (b) On or before June 21st, 2021, the Council of the City, in its sole discretion, will have adopted the Road Closure Bylaw and, if required by the Community Charter (British Columbia), the bylaw will have been approved by the minister responsible for the Transportation Act (British Columbia);
• (c) On or before June 21st, 2021, the Council of the City, in its sole discretion, will have adopted a bylaw to amend Zoning Bylaw No. 300, 1999, to rezone the Adjacent Property and the Road Closure Area; and.
• (d) On or before June 21st, 2021, the approving officer for the City, in their sole and absolute unfettered discretion, will have approved the Consolidation Plan.

The City and the Purchaser agree that the conditions precedent above are for the benefit of both parties and may not be waived, but may be extended by mutual agreement, in writing. If those conditions precedent are not satisfied by the dates specified, this Agreement is at an end and each of the parties shall have no further obligations to, nor rights against, the other in respect of this Agreement.

No Derogation – Nothing contained or implied in this Agreement will impair or affect the City’s rights and powers in the exercise of its functions pursuant to the Community Charter (British Columbia) or any other enactment and all such powers and rights may be fully exercised in relation to the Road Closure Area as if this Agreement had not been entered into between the Purchaser and the City. The Purchaser acknowledges that fulfilment of one or more of the conditions precedent may require that Council of the City adopt a bylaw and that the passage of said bylaw by the Council of the City is within its sole and absolute discretion which is not in any manner subject to the provisions hereof.

ARTICLE 4 — COMPLETION

4.1 Closing Documents –

• (a) No later than five (5) business days before the Completion Date, the Purchaser will cause the Purchaser’s Solicitors to deliver to the City’s Solicitors, properly executed by the Purchaser and in registerable form where applicable:
  • (i) the Transfer, to be approved and executed by the City;
  • (ii) 2 copies of the City’s Statement of Adjustments, to be approved and executed by the City;
  • (iii) Application to deposit the Consolidation Plan; and
  • (iv) the GST Certificate, duly executed by the Purchaser.
• (b) Before the Completion Date, the City will cause the City’s Solicitors to deliver to the Purchaser’s Solicitors on undertakings satisfactory to the City’s Solicitors:
  • (i) the Transfer;
  • (ii) a certified copy of the Road Closure Bylaw (with associated form declaration);
  • (iii) the Road Closure Plan (with application to deposit);
  • (iv) a Form 17 to raise title to the Closed Road Area;
  • (v) a Form 17 to apply to cancel the Province’s right of resumption in the Closed Road Area; and
  • (vi) Application to deposit the Consolidation Plan each duly executed on behalf of the City. The Purchaser will cause the Purchaser’s Solicitor to prepare all associated filing forms for the documents mentioned in this section, unless otherwise prepared by the City Solicitors.

4.2 Completion – On or before the Completion Date:

• (a) The Purchaser will pay the Purchase Price, adjusted in accordance with this Agreement, to the Purchaser’s Solicitors in trust;
• (b) forthwith after receipt by the Purchaser’s Solicitors of such payment and of the documents from the City’s Solicitors under section 4.1(b), the Purchaser will cause the Purchaser’s Solicitors to apply to the LTO to deposit, file and register, as applicable, application to deposit the Road Closure Plan; form declaration attaching the Certified Road Closure Bylaw, the Road Closure Plan, the Form 17 to raise title to the Closed Road Area, the Form 17 to cancel the Province’s right of resumption in the Closed Road Area, the Transfer, applications to deposit the Consolidation Plan, the Extension Agreements (if any) (collectively, the “LTO Instruments”), in that order, as an “all or nothing” concurrent application; and
• (c) upon the Purchaser’s Solicitors being satisfied, based on an LTO search obtained promptly following the application to deposit the LTO Instruments under the preceding paragraph, that there are no transfers, liens, charges or encumbrances, other than the LTO Instruments and the Permitted Encumbrances (as applicable), registered or pending registration against title to the Closed Road Area, the Purchaser will cause the Purchaser’s Solicitors to deliver to the City’s Solicitors a solicitor’s trust cheque in the amount of the adjusted Purchase Price made payable to the City’s Solicitors, in trust.

The parties agree that all requirements of this section are concurrent requirements and that nothing will be completed on the Completion Date until everything required to be done by this section is done.

4.3 Purchaser Financing – Notwithstanding section 4.2, if the Purchaser is relying on a new mortgage (the “Mortgage”) to finance the Purchase Price, the Purchaser, while still required to pay the Purchase Price on the Completion Date, may wait to pay the Purchase Price to the City until after the Transfer and Mortgage documents have been lodged for registration in the LTO, but only if, before such lodging, the Purchaser has:

• (a) Made available for tender to the City that portion of the Purchase Price not secured by the Mortgage;
• (b) Fulfilled all of the Mortgage conditions for funding except lodging the Mortgage for registration; and
• (c) Provided to the City’s Solicitors an undertaking from the Purchaser’s Solicitors upon the lodging of Transfer and Mortgage documents and the advance by the mortgagee of the Mortgage proceeds in accordance with the Canadian Bar Association (BC Branch – Real Property Section) standard undertakings.

4.4 Risk – The Closed Road Area is at the City’s risk until application is made to register the Transfer in the LTO and is thereafter at the Purchaser’s risk.

ARTICLE 5 — REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS

5.1 The Purchaser Representations and Warranties – The Purchaser hereby represents and warrants to the City that the following are true, and covenants with the City that the following will be true on the Completion Date:

• (a) there is no claim, action, proceeding or investigation pending, or to the Purchaser’s knowledge threatened, against the Purchaser before any court, arbiter, arbitration panel, administrative tribunal or agency which, if decided adversely to the Purchaser, might materially affect the Purchaser’s ability to perform its obligations hereunder;
• (b) neither the Purchaser entering into this Agreement nor the performance of its terms will result in the breach of or constitute a default under any term or provision of any enactment, indenture, mortgage, deed of trust or other agreement to which the Purchaser is bound or subject;
• (c) the Purchaser has taken all necessary or desirable actions, steps and other proceedings to approve and authorize, validly and effectively, the entering into, execution, delivery and performance of this Agreement;
• (d) the Purchaser is duly incorporated and validly exists under its jurisdiction of incorporation, is in good standing under the legislation governing it and has made all filings required under such legislation, and has the power and capacity to enter into and carry out the transaction provided for in this Agreement;
• (e) the Purchaser is the beneficial and registered owner in fee simple of the Adjacent Property; and
• (f) the Purchaser is registered under the Excise Tax Act (Canada) for the purposes of GST and the Purchaser’s registration number is 794982462RT0001.

5.2 The Purchaser Acknowledgments – The Purchaser acknowledges and agrees that:

• (a) the City sells and the Purchaser purchases the Closed Road Area on an “as is” basis and condition;
• (b) the City has not made any representations or warranties whatsoever with respect to the Closed Road Area, including as to the condition or quality of the Closed Road Area, including as to:
  • (i) the subsurface nature or condition of the Closed Road Area (including soil type, hydrology and geotechnical quality or stability);
  • (ii) the environmental condition of the Closed Road Area (including regarding Contaminants in, on, under or migrating to or from the Closed Road Area) or regarding the compliance of the Closed Road Area, or past or present activities on it, with any Environment Laws; or
  • (iii) the suitability of the Closed Road Area for the Purchaser’s intended use for, or development of, the Closed Road Area;
  • (iv) access to or from the Closed Road Area;
• (c) it is the sole responsibility of the Purchaser to satisfy itself with respect to the matters referred to in section 5.2(b), including by conducting any reports, tests, investigations, studies, audits and other enquiries that the Purchaser, in its sole discretion, considers prudent; and
• (d) the Purchaser has not relied upon, and will not rely upon, any documentation or information regarding the Closed Road Area that may have been provided by or on behalf of the City to the Purchaser prior to the Purchaser’s execution of this Agreement or that may be provided following such execution and the Purchaser hereby releases the City from any and all liability associated with its use or reliance on any documentation or information provided at any time to the Purchaser by the City or any of its elected and appointed officials, employees, contractors, or agents.

5.3 Release and Indemnity – Effective from and after Completion:

• (a) the Purchaser will assume and is solely responsible for, and releases the City (and its elected and appointed officials, employees, contractors, and agents) from and against, any and all actions, causes of action, liabilities, demands, claims, losses, damages, costs (including remediation costs (as defined in the Environmental Management Act (British Columbia)), the costs of complying with any Environmental Laws and any consultant and legal fees, costs and disbursements) expenses, fines and penalties whether occurring, incurred, accrued, or caused before, on or after Completion, which the Purchaser or any other person has or may have arising out of or in any way related to or in connection with the Closed Road Area, including the presence of Contaminants in, on, under, or migrating to or from the Closed Road Area, and any mandatory or voluntary remediation, mitigation, or removal of any Contaminants;
• (b) the Purchaser will indemnify and save harmless the City (and its elected and appointed officials, employees, contractors, and agents) from and against any and all actions, causes of action, liabilities, demands, claims, losses, damages, costs (including remediation costs, as defined in the Environmental Management Act (British Columbia), the costs of complying with any Environmental Laws, remediation cost recovery claims, liability for remediation, and any consultant and legal fees, costs and disbursements), expenses, fines and penalties whether occurring, incurred, accrued, or caused before, on or after the Completion Date, which the City, or its elected or appointed officials, employees, contractors, or agents, may suffer, incur, be subject to or liable for, whether brought against any one or more of them by the Purchaser or any other person, or any Government Authority, arising out of or in any way related to or in connection with the presence of Contaminants in, on, under, or migrating to or from the Closed Road Area, and any mandatory or voluntary remediation, mitigation, or removal of any Contaminants; and
• (c) without limiting the rest of this section 5.3, for the purpose of allocation of remediation costs pursuant to the Environmental Management Act (British Columbia), including and after the Completion Date, the Purchaser will be, as between the City and the Purchaser, solely responsible for the costs of any mandatory or voluntary remediation of the Closed Road Area under that Act and this binds the Purchaser with respect to any allocation of remediation costs, as defined by that Act, by any procedure under that Act.

5.4 Site Disclosure Statement – The Purchaser hereby waives any requirement for the City to provide to the Purchaser a site disclosure statement (as defined in the Environmental Management Act (British Columbia)) with respect to the Closed Road Area.

ARTICLE 6 — MISCELLANEOUS

6.1 Fees and Taxes – The Purchaser will pay, as and when due and payable:

• (a) any property transfer tax payable under the Property Transfer Tax Act (British Columbia) with respect to the purchase of the Closed Road Area hereunder;
• (b) all costs of the consolidation contemplated by this Agreement, including without limitation all survey and administration costs incurred by the City in connection with the consolidation;
• (c) all costs of the closure and removal of highway dedication contemplated by this Agreement, including without limitation all survey and administration costs incurred by the City in connection with the closure and removal of the highway dedication;
• (d) any LTO fees in connection with the registration, filing or deposit with the LTO of any document or plan to be deposited, filed or registered pursuant to the terms of this Agreement, including the LTO Instruments;
• (e) its own legal fees and disbursements; and
• (f) any GST payable in respect of the sale to the Purchaser of the Closed Road Area hereunder, with the Purchaser and the City agreeing that the Purchase Price does not include GST.

6.2 GST – If the Purchaser is registered under the Excise Tax Act (Canada) for the purposes of the GST, then at least 5 Business Days before the Completion Date, the Purchaser will provide the City with a GST Certificate, executed by the Purchaser, stating that the Purchaser is registered with Canada Revenue Agency or any successor thereto for the purposes of GST and setting out its GST registration number and on the Completion Date, the Purchaser shall self-assess the GST exigible on the Purchase Price and account directly to the Canada Revenue Agency therefor on a timely basis. If the Purchaser is not so registered for the purposes of the GST, then on the Completion Date the Purchaser shall pay to the Purchaser the GST payable in respect of the purchase of the Closed Road Area and such payment will be accounted for in the Purchaser’s Statement of Adjustments. In either case, the Purchaser shall indemnify and save harmless the City from and against any and all claims, demands, actions or causes of action and all losses, costs, liabilities and expenses that may be suffered or incurred by the City in respect of any GST payable in respect of the sale of the Closed Road Area hereunder.

6.3 Currency – All dollar amounts referred to in this Agreement are Canadian dollars.

6.4 Preparation of Documents – The Purchaser will prepare, at its expense, all necessary conveyancing documentation. The City will prepare, at its expense, the Form 17 and plan application to accompany the Road Closure Plan.

6.5 Access – Subject always to City bylaws regarding the carrying out of work in City roads, the Purchaser, its agents and employees have a license, exercisable on 24 hours prior written notice to the City, to enter upon the Closed Road Area from time to time prior to the Completion Date, at the Purchaser’s sole risk and expense, for the purpose of making inspections, surveys, test, and studies of the Closed Road Area. The Purchaser agrees to:

• (a) Release and indemnify, and hold harmless, the City from and against any and all actions, causes of action, liability, demands, losses, costs, and expenses (including legal fees and disbursements) which the City or any third party may suffer, incur, be subject to or liable for, arising out of or in any way related to or in connection with the exercise by the Purchaser of its rights under this section; and
• (b) Leave the Closed Road Area in the same condition as that in which the Purchaser found it, including by removing any equipment, refuse, or other matter brought onto the Closed Road Area by the Purchaser or its agents or employees.

6.6 Further Assurances – Each of the parties will at all times execute and deliver at the request of the other all such further documents, deeds and instruments, and do and perform such other acts, as may be reasonably necessary to give full effect to the intent and meaning of this Agreement.

6.7 Notice – Any notice, direction, demand, approval, certificate or waiver (any of which constitutes a “Notice” under this section) which may be or is required to be given under this Agreement will be in writing and be delivered or sent by email transmission as follows:

To the Purchaser:

1278656 B.C. LTD., INC. NO. BC1278656
1920 Larson Road
North Vancouver, British Columbia, V7M 2Z6
Email Address: ___________________________________
Attention: _______________________________________

With a copy to the Purchaser’s Solicitors:
Cook Roberts LLP
7th Floor – 1175 Douglas Street
Victoria, British Columbia, V8W 2E1
Email Address: tferguson@cookroberts.bc.ca
Attention: Todd R. Ferguson

To the City:
City of Langford
2nd Floor, 877 Goldstream Avenue,
Langford, British Columbia, V9B 2X8
Email Address: joliver@langford.ca
Attention: James Oliver

With a copy to the City’s Solicitors:
Young, Anderson
1616 – 808 Nelson Street
Vancouver, British Columbia, V6Z 2H2
Email Address: luk@younganderson.ca
Attention: Timothy H. Luk

or to such other address or email address of which notice has been given as provided in this section. Any Notice that is delivered is to be considered given on the day it is delivered and any Notice sent by email is to be considered given on the day it is sent, except that if, in either case, that day is not a Business Day, the Notice is to be considered given on the next Business Day.

(tn0808@gmail.com
Thai Tran)

6.8 No Effect on Powers – For clarity, this Agreement does not:

• (a) affect or limit the discretion, rights, duties or powers of the City or the approving officer for the City under the common law or any statute, bylaw or other enactment nor does this Agreement create or give rise to, nor do the parties intend this Agreement to create, any implied obligations concerning such discretionary rights, duties or powers;
• (b) affect or limit the common law or any statute, bylaw or other enactment applying to the Closed Road Area; or
• (c) relieve the Purchaser from complying with any common law or any statute, regulation, bylaw or other enactment.

Without limiting the foregoing, the Purchaser acknowledges and agrees that where fulfillment of any of the Conditions Precedent requires that the council of the City adopt bylaws or pass resolutions, the adoption of such bylaws and passage of such bylaws and resolutions shall be within the absolute and unfettered discretion of council and the provisions of this Agreement will not in any way obligate the council to adopt such bylaws or pass such resolutions or affect the council’s discretion in that regard.

6.9 Time of Essence – Time is of essence of this Agreement and the transaction for which it provides, provided that the time for doing or completing any matter provided for herein may be extended or abridged by an agreement in writing signed by the City and the Purchaser.

6.10 Tender – Unless otherwise provided in this Agreement, any tender of documents or money may be made upon the parties at their respective addresses set out in this Agreement or upon their respective solicitors.

6.11 Change of Solicitors – A party may change its solicitor by providing notice to the other party.

6.12 No Other Agreements – This Agreement (including, for clarity, any agreements to be executed by the Purchaser and the City pursuant to this Agreement) is the entire agreement between the parties regarding its subject matter and it terminates and supersedes all prior representations, warranties, promises, covenants and agreements regarding its subject matter.

6.13 Assignment – The Purchaser may not assign this Agreement or the benefit hereof except with the prior written consent of the City, which consent may be withheld without reason.

6.14 Benefit – This Agreement enures to the benefit of and is binding upon the parties and their respective heirs, executors, administrators, successors, and assigns.

6.15 Schedules – The following Schedules to this Agreement form an integral part of this Agreement:

• Schedule A – Sketch showing the approximate areas of the Closed Road Area, including Closed Road Area,
• Schedule B – GST Certificate

6.16 Modification – This Agreement may not be modified except by agreement in writing signed by the parties.

6.17 Interpretation – Wherever the singular or neuter is used in this Agreement, it will include the plural, the feminine, the masculine, or body corporate if the context requires.

6.18 Governing Law – This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia.

6.19 No Real Estate Agent – The Purchaser represents and warrants to the City that no real estate agent or other agent has assisted the Purchaser, or in any way directly or indirectly participated, in the making of this Agreement and that no real estate agent or other agent is entitled to any commission or other remuneration in any way in connection with this Agreement or the sale and purchase of the Closed Road Area between the City and the Purchaser.

6.20 Survival – The Purchaser hereby covenants and agrees that all representations, warranties, releases and indemnities of the Purchaser set forth in this Agreement or in any document delivered in connection with the sale and purchase of the Closed Road Area shall survive the closing of the sale and purchase of the Closed Road Area.

6.21 Non-Merger – None of the provisions of this Agreement will merge on Completion of the sale of the Closed Road Area to the Purchaser.

6.22 Counterparts – This Agreement may be executed by the parties in one or more counterparts and transmitted by facsimile or electronic means and, if so executed and transmitted, then this Agreement will be for all purposes as effective as if the parties had delivered one single executed original Agreement.

Signatures / Execution

As evidence of their agreement to be bound by the terms and conditions of this Agreement, the parties have executed this Agreement below:

SIGNED, SEALED & DELIVERED in the presence of:

Signature

Signature

[name]

[name]

________________________ by its authorized signatories:

---

Roger Wade, Acting Mayor

---

Darren Kiedyk, Chief Administrative Officer

ATTACH SCHEDULES:

Schedule A – Sketch of Closed Road Area
Schedule B – GST Certificate