8 By-laws
Agenda item 8: By-laws --- Attachment: 5296-26 A By-law to Authorize an application to Ontario Infrastructure Feversham and Durham Bases.pdf Source: https://helpos.ca/attachments/ff0db2de2dac8e7dae1d59ff27a35fec49ab63e32026b12515fbff9af8ae37c4/8-1-5296-26-a-by-law-to-authorize-an-application-to-ontario-infrastructure-feversham-and-durha.pdf THE CORPORATION OF THE COUNTY OF GREY BY-LAW NUMBER 5296-26 A BY-LAW TO AUTHORIZE THE SUBMISSION OF AN APPLICATION TO ONTARIO INFRASTRUCTURE AND LANDS CORPORATION (“OILC”) FOR FINANCING OF CERTAIN CAPITAL WORK(S) OF THE CORPORATION OF THE COUNTY OF GREY (THE “MUNICIPALITY”); AND TO AUTHORIZE LONG-TERM BORROWING FOR SUCH CAPITAL WORK(S) THROUGH THE ISSUE OF DEBENTURES TO OILC WHEREAS the Municipal Act, 2001 (Ontario), as amended, (the “Act”) provides that a municipal power shall be exercised by by-law unless the municipality is specifically authorized to do otherwise; AND WHEREAS subsection 401 (1) of the Act provides that a municipality may incur a debt for municipal purposes, whether by borrowing money or in any other way, and may issue debentures and prescribed financial instruments and enter prescribed financial agreements for or in relation to the debt; AND WHEREAS subsection 408 (1) of the Act also provides that a municipality shall authorize long-term borrowing by the issue of debentures or through another municipality under section 403 or 404 of the Act; AND WHEREAS subsection 408 (3) of the Act provides that the term of a debt of a municipality or any debenture or other financial instrument for long-term borrowing issued for it shall not extend beyond the lifetime of the capital work for which the debt was incurred and shall not exceed 40 years; AND WHEREAS clause 408 (4)(a) of the Act provides that a debenture by- law shall provide for raising in each year as part of the general upper-tier levy or the general municipality levy the amounts of principal and interest payable in each year under the by-law to the extent that the amounts have not been provided for by other taxes or by fees or charges imposed on persons or property by a by-law of any municipality and clauses 408 (4) (b) and (c) provide that a debenture by-law shall include provisions that contemplate the payment of principal and interest in each year.
By-law Authorizes OILC Debt Financing for County Capital Projects
The Council enacted By-Law 5296-26 to authorize an application to Ontario Infrastructure and Lands Corporation for financing capital works totaling up to $4,418,400 through long-term debentures.
By-law Authorizes Issuance of Debentures for Capital Work
The by-law authorizes Council officers to execute agreements for issuing debentures that will fund capital works, specifically directing proceeds toward designated infrastructure projects rather than other purposes. The legislation further grants authority to convey lands forming part of the CP Rail Trail and establish a donation agreement with the Township of Southgate.
By-law Authorizes Transfer of Eco Parkway Lands and Grants Watermain Easement
Grey Council enacted By-law 5297-26 to authorize Warden Andrea Matrosovs and Clerk Tara Warder to execute documents transferring specific lands in Township of Southgate for an Eco Parkway extension, while granting a watermain easement along the CP Rail Trail. The County donates portions of land (Parts 6 and 22) to Southgate as public highway land subject to retained easements, with Southgate offering Two Dollars plus HST for the Property and Watermain Easement.
Southgate Access Rights and Liability Waivers
Southgate Parties receive permission to enter Property and Watermain Easement Lands for inspections, surveys, or tests required by Southgate while agreeing to defend the County against liability. Prior consultation with the County is mandatory five business days before any construction activities that would interfere with Rail Trail use to allow appropriate notices. The transaction proceeds on an As Is Where Is basis where the County makes no representations regarding zoning, defects, hazardous substances like asbestos or PCBs, and assumes no responsibility for remediation.
Southgate Assumes Full Responsibility for All Construction and Maintenance Costs
Southgate assumes full responsibility for all construction and maintenance costs of the Works, while agreeing to surrender its rights to the Watermain Easement if construction is not completed within five years.
Surviving Covenants, Notice Procedures, Arbitration Location
The agreement stipulates that covenants involving post-closing performance survive the Closing Date, with specific articles surviving in their entirety. Notices between Southgate and the County must be sent to designated addresses at Dundalk or Owen Sound, deemed received based on delivery method such as personal handover or registered mail. Disputes regarding interpretation will undergo good faith negotiation followed by arbitration within Grey County if mediation fails. The document interprets gender inclusively, governs under Ontario law, and requires any waiver of provisions to be in writing signed by authorized representatives.
Permanent Utility and Trail Easements Granted
The Transferor grants a permanent easement for utility installation and recreational trail access across specific lands in Township of Southgate, while requiring restoration to former states after work is completed.
Southgate Surrender Rights and Indemnifies County If Abandoning Works
Southgate agrees to surrender rights and restore lands within two years if it abandons the Works, while remaining responsible for all damage caused by its agents. The agreement further requires Southgate to indemnify the Grantor against any loss or injury arising from the Easement or accidents related to the presence of the Works on the Servient Lands.
Notice Delivery Rules, Inspection Rights, and As-is Property Conditions
The agreement establishes that notices are deemed received based on specific delivery methods, such as personal delivery or registered mail timelines. The County retains the right to inspect and test the property but must indemnify Southgate for any liabilities arising from these activities. Both parties agree that all costs related to obtaining necessary permits fall solely on the County while the transaction proceeds on an 'As Is' basis with no warranties provided by Southgate regarding zoning or contaminants.
County Assumes Contaminant Liability; Two-dollar Purchase Price
The agreement establishes a nominal purchase price of two dollars and sets closing sixty days after option exercise, while the County assumes all liability for contaminants on the property. Southgate warrants it is an Ontario municipal corporation in good standing with no asbestos insulation present. The seller must provide vacant possession, discharge existing mortgages at its own cost, and deliver specific documents including a declaration that ownership has not been challenged.
Risk Transfer at Closing Date and Tax Adjustment Protocols
The agreement stipulates that Southgate pays Canadian taxes for non-residency liabilities and adjusts real property tax assessments to the Closing Date, while the County assumes all risks and environmental responsibilities from that date. The parties agree on title examination rights prior to closing, Planning Act compliance requirements, HST registration evidence, and electronic document processing through TERS with specific escrow rules. Financial obligations include Land Transfer Tax payment by the County versus legal costs borne individually by each party.
By-law Extends Medical Residence MOU Through 2028
Council enacted By-law 5298-26 to authorize an amending agreement extending a Memorandum of Understanding with ROMP until August 31, 2028. The amendment directs County staff to provide lawn maintenance at the medical residence and requires the City to supply garbage bag tags for the premises.
By-law Authorizes Control Program for Coyotes or Wolves Damaging Property
The County enacts a program to control coyotes or wolves damaging property within its geographic area, requiring licensed hunters or trappers to obtain written authorization from the Clerk of the County and consent from landowners before acting as agents.
Warden and Proper Officers Are Authorized to Execute Documents Necessary
The Warden and proper officers are authorized to execute documents necessary for the by-law.
Agenda item 8: By-laws
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Attachment: 5296-26 A By-law to Authorize an application to Ontario Infrastructure Feversham and Durham Bases.pdf
Source: https://helpos.ca/attachments/ff0db2de2dac8e7dae1d59ff27a35fec49ab63e32026b12515fbff9af8ae37c4/8-1-5296-26-a-by-law-to-authorize-an-application-to-ontario-infrastructure-feversham-and-durha.pdf
THE CORPORATION OF THE COUNTY OF GREY
BY-LAW NUMBER 5296-26
A BY-LAW TO AUTHORIZE THE SUBMISSION OF AN
APPLICATION TO ONTARIO INFRASTRUCTURE AND
LANDS CORPORATION (“OILC”) FOR FINANCING OF
CERTAIN CAPITAL WORK(S) OF THE CORPORATION OF
THE COUNTY OF GREY (THE “MUNICIPALITY”); AND TO
AUTHORIZE LONG-TERM BORROWING FOR SUCH
CAPITAL WORK(S) THROUGH THE ISSUE OF
DEBENTURES TO OILC
WHEREAS the Municipal Act, 2001 (Ontario), as amended, (the “Act”)
provides that a municipal power shall be exercised by by-law unless the municipality is
specifically authorized to do otherwise;
AND WHEREAS subsection 401 (1) of the Act provides that a municipality
may incur a debt for municipal purposes, whether by borrowing money or in any other
way, and may issue debentures and prescribed financial instruments and enter
prescribed financial agreements for or in relation to the debt;
AND WHEREAS subsection 408 (1) of the Act also provides that a
municipality shall authorize long-term borrowing by the issue of debentures or through
another municipality under section 403 or 404 of the Act;
AND WHEREAS subsection 408 (3) of the Act provides that the term of a
debt of a municipality or any debenture or other financial instrument for long-term
borrowing issued for it shall not extend beyond the lifetime of the capital work for which
the debt was incurred and shall not exceed 40 years;
AND WHEREAS clause 408 (4)(a) of the Act provides that a debenture by-
law shall provide for raising in each year as part of the general upper-tier levy or the
general municipality levy the amounts of principal and interest payable in each year under
the by-law to the extent that the amounts have not been provided for by other taxes or by
fees or charges imposed on persons or property by a by-law of any municipality and
clauses 408 (4) (b) and (c) provide that a debenture by-law shall include provisions that
contemplate the payment of principal and interest in each year. Subsection 408 (5) of the
Act further provides that the total amount of principal and interest that must be raised in
a year under clause 408 (4)(a) of the Act does not include any outstanding amount of
principal specified as payable on the maturity date of a debenture if one or more
refinancing debentures are issued by the municipality on or before the maturity date in
respect of the outstanding principal;
AND WHEREAS OILC has invited Ontario municipalities wishing to obtain
debt financing in order to meet capital expenditures incurred or to be incurred in
connection with eligible capital works, to make an application to OILC for such financing
by completing and submitting an application in the form provided by OILC (the
“Application”);
AND WHEREAS the Council of the Municipality has passed the by-law(s)
enumerated in column (1) of Schedule “A” attached hereto and forming part of this By-
law (‘Schedule “A”’) authorizing the capital work(s) described in column (2) of Schedule
“A” (the “Capital Work(s)”) in the respective amount of the estimated expenditure set out
in column (3) of Schedule “A” (the “Estimated Expenditure”) and authorizing long-term
borrowing pursuant to the issuance of debentures for the Capital Work(s) in a principal
amount which does not exceed the respective maximum debenture amount set out in
column (4) of Schedule “A” (the “Maximum Debenture Amount”);
AND WHEREAS before the Council of the Municipality approved the Capital
Work(s) in accordance with section 4 of Ontario Regulation 403/02 (the “Regulation”),
the Council of the Municipality had its Treasurer calculate an updated limit in respect of
its then most recent annual debt and financial obligation limit received from the Ministry
of Municipal Affairs and Housing (as so updated, the “Updated Limit”), and the Treasurer
calculated the estimated annual amount payable in respect of the Capital Work(s) based
on long-term financing for such Capital Work(s) in an amount that did not exceed the
respective Maximum Debenture Amount for the Capital Work(s), and determined that the
estimated annual amount payable in respect of each respective Maximum Debenture
Amount, did not cause the Municipality to exceed the Updated Limit, and accordingly the
approval of the Ontario Land Tribunal, pursuant to the Regulation, was not required
before any such Capital Work(s) was authorized by the Council of the Municipality;
AND WHEREAS the Municipality has completed and submitted, or is in the
process of completing and submitting, the Application to request financing for the Capital
Work(s) by way of long-term borrowing through the issue of debentures to OILC;
AND WHEREAS OILC has accepted and has approved, or will notify the
Municipality only if it accepts and approves, the Application, as the case may be;
AND WHEREAS at least five (5) business days prior to the passing of the
debenture by-law in connection with the issue of Debentures as defined below, OILC will
provide the Municipality with a rate offer letter agreement in OILC’s standard form (the
“Rate Offer Letter Agreement”).
NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE
COUNTY OF GREY ENACTS AS FOLLOWS:
1. The Council of the Municipality hereby confirms, ratifies and approves the
execution by the Treasurer of the Application and the submission by such
authorized official of the Application, duly executed by such authorized official, to
OILC for the long-term financing of the Capital Work(s) in an amount that does not
exceed $4,418,400 (the aggregate of the Maximum Debenture Amount(s) set out
in column (4) of Schedule “A”), substantially in the form of Schedule “B” attached
hereto and forming part of this By-law, with such changes thereon as such
authorized official may hereafter approve, such execution and delivery to be
conclusive evidence of such approval.
2. The Head of Council and the Treasurer are hereby authorized to negotiate and
enter into, execute and deliver for and on behalf of the Municipality the Rate Offer
Letter Agreement on such terms and conditions as such authorized officials may
approve, such execution and delivery to be conclusive evidence of such approval.
3. Subject to the terms and conditions of the Rate Offer Letter Agreement and such
other terms and conditions as OILC may otherwise require, the Head of Council
and the Treasurer are hereby authorized to long-term borrow for the Capital
Work(s) and to issue debentures, including refinancing debentures, if applicable,
to OILC on the terms and conditions provided in the Rate Offer Letter Agreement
and on such other terms and conditions as such authorized officials may approve
(the “Debentures”); provided that the principal amount of the Debentures issued
in respect of the Capital Work(s) does not exceed the respective Maximum
Debenture Amount for each such Capital Work.
4. In accordance with the provisions of section 25 of the Ontario Infrastructure and
Lands Corporation Act, 2011, as amended from time to time hereafter, the
Municipality is hereby authorized to agree in writing with OILC that the Minister of
Finance is entitled, without notice to the Municipality, to deduct from money
appropriated by the Legislative Assembly of Ontario for payment to the
Municipality, amounts not exceeding the amounts that the Municipality fails to pay
to OILC on account of any unpaid indebtedness of the Municipality to OILC in
respect of the Debentures and to pay such amounts to OILC from the Consolidated
Revenue Fund.
5. The Municipality shall provide for raising in each year as part of the general levy,
the amounts of principal and interest payable in each year in respect of any
Debenture outstanding, to the extent that the amounts have not been provided for
by any other available source including other taxes or fees or charges imposed on
persons or property by a by-law of any municipality, subject to the ability of the
Municipality to issue one or more refinancing debentures on or before the maturity
date in respect of the outstanding principal, if applicable.
6. The Head of Council and the Treasurer are hereby authorized to enter into,
execute and deliver the Rate Offer Letter Agreement and to issue the Debentures,
one or both of the Clerk and the Treasurer are hereby authorized to generally do
all things and to execute all other documents and papers in the name of the
Municipality in order to perform the obligations of the Municipality under the Rate
Offer Letter Agreement and to issue the Debentures, and the Clerk or the
Treasurer is authorized to affix the Municipality’s municipal seal to any such
documents and papers.
7. The money realized in respect of the Debentures, including any premium, and any
earnings derived from the investment of that money, after providing for the
expenses related to the issue of the Debentures, if any, shall be apportioned and
applied to the respective Capital Work and to no other purpose except as permitted
by the Act.
8. This By-law takes effect on the day of passing.
ENACTED AND PASSED this 13th day of August, 2026.
_________________________________ ____________________________________
WARDEN: Andrea Matrosovs CLERK: Tara Warder
Schedule “A”
to By-Law Number 5296-26
(1) (2) (3) (4)
Item # Authorizing By- Description of Capital Work Estimated Maximum
Law Number Expenditure Debenture
Amount
(cannot exceed
the Estimated
Expenditure)
$ $
1 5203-24 Durham Paramedic Base 2,750,000 2,195,300
2 5254-25 Feversham Paramedic Base 2,392,900 2,223,100
3
4
5
Schedule “B” to By-Law Number 5296-26 Infrastrucure Ontario Webloans Loan Application PDF Application for Grey, The Corporation of The County of Projects Loan Application ID Project Name Construction/Purchase Start Construction/Purchase End Project Cost OILC Loan Amount 0 Durham Paramedic Base 11/01/2024 05/31/2026 $2,750,000.00 2,195,300.00 0 Feversham 12/01/2025 02/28/2027 $2,392,900.00 2,223,100.00 Details of Project Durham Paramedic Base Project Category Municipal Other Infrastructure Work Type Ambulance Project Name Durham Paramedic Base Construction/Purchase Start 11/01/2024 Construction/Purchase End 05/31/2026 Energy Conservation [ ] Project Address 1 395 Honour Drive Project Address 2 City / Town Durham Province ON Postal Code N0G 1R0
Description Construction of a new paramedic base in the town of Durham Ontario that is 3 times the size of the space previously rented to service this area. Financing is being request cover a portion of Construction, finance Comments and/or Special Requests (For HEW projects, please specify the initial fixed interest term of the debenture amortization period (e.g. the first 10/20/30 years in a 40 year amortization period) Useful Life of Asset (Years) 75 Project Financial Information Type of Financing Long-term only Payment Frequency Quarterly Project Cost (A) $2,750,000.00 Other Project Funding / Financing (B): Description Timing Amount Grey County Municipal funding Existing $554,700.00 Other Project Funding/Financing Total (B) $554,700.00 OILC Loan Amount (A-B) $2,195,300.00 Only include long-term borrowing in this section Required Date Amount Term Type 11/01/2026 $2,195,300.00 15 Amortizing Long-term Borrowing Total $2,195,300.00 Details of Project Feversham Project Category Municipal Other Infrastructure Work Type Ambulance
Project Name Feversham Construction/Purchase Start 12/01/2025 Construction/Purchase End 02/28/2027 Energy Conservation Project Address 1 494154 County Road 2 Project Address 2 City / Town Feversham Province ON Postal Code N0C1M0 Description Please provide a description of the project and the specific expenditures for which financing is being requested. Construction of a new paramedic base in Feversham Ontario. This a new facility to enhance paramedic response times across the County Comments and/or Special Requests (For HEW projects, please specify the initial fixed interest term of the debenture amortization period (e.g. the first 10/20/30 years in a 40 year amortization period) Useful Life of Asset (Years) 50 Project Financial Information Type of Financing Long-term only Payment Frequency Quarterly Project Cost ($) $2,392,900.00
Other Project Funding / Financing (B):
Description Timing Amount
Grey County Municipal funding Existing $169,800.00
Other Project Funding/Financing Total (B) $169,800.00
OILC Loan Amount (A-B) $2,223,100.00
Only Include long-term borrowing in this section Required Date Amount Term Type 04/30/2027 $2,223,100.00 15 Amortizing Long-term Borrowing Total $2,223,100.00
Debt and Re-payments Summary Has there been any new/undisclosed debt acquired since last FIR was submitted? Yes No Please describe any re-financing plans for any existing "interest only" debt, if applicable. Non Re-payments of Loans or Debenture In the last 10 years, has the borrower ever failed to make a loan payment or debenture repayment on time to any lender, including the Provincial Government? If yes, please provide details. No OILC Loan Repayment Information Please indicate the source(s) of revenue you plan to use to repay the OILC Loan Taxation 80.00 User Fees 0.00 Service Charges 0.00 Development Charges 20.00 Connection Fees 0.00 Repayment Subsidies 0.00
Other
Total 100.00%
Documentation and Acknowledgements
Please ensure all required documents are submitted with the signed application. OILC requires originals as noted below to be mailed or couriered. Also, please retain a copy of all documents submitted to OILC for your records.
To obtain templates for documents see listed below:
- Loan Application Signature Page signed and dated by the appropriate individual (original to be submitted)
- Certificate and sealed copy of OILC template By-law authorizing project borrowing and applying for a loan (original with seal)
- Certificate of Treasurer Regarding Litigation using the OILC template (original, signed & sealed)
- Updated Certified Annual Repayment Limit Calculation (original)
☑ I acknowledge and agree that all of the above referenced documents must be submitted in the form required by OILC and understand that the application will not be processed until such documents have been fully completed and received by Infrastructure Ontario.
Please note: OILC retains the right to request and review any additional information or documents at its discretion.
Confidential Information
OILC is an institution to which the Freedom of Information and Protection of Privacy Act (Ontario) applies. Information and supporting documents submitted by the Borrower to process the loan application will be kept secure and confidential, subject to any applicable laws or rules of a court or tribunal having jurisdiction.
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Copyright © Queen’s Printer for Ontario. 2026 | Accessibility
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Attachment: 5297-26 - A By-law to authorize the granting of an easement and a donation agreement with the Township of Southgate (1).pdf
Source: https://helpos.ca/attachments/1ea3940f5c720365609c798a52eb2dcea6497c03d362bd57e586034b0d665454/8-2-5297-26-a-by-law-to-authorize-the-granting-of-an-easement-and-a-donation-agreement-with-th.pdf
Corporation of the County of Grey
By-law 5297-26
A By-law to authorize the granting of an easement in favour of the
Township of Southgate and a donation agreement between the
Corporation of the County of Grey and the Township of Southgate
to convey lands forming part of the CP Rail Trail
WHEREAS pursuant to Section 9 of the Municipal Act, 2001, as amended which
provides that a municipality has the capacity, rights, power and privileges of a natural
person for the purposes of exercising its authority;
AND WHEREAS Section 8 of the Municipal Act, 2001, as amended provides that a
municipality has the authority to govern its affairs as it considers appropriate and
enables the municipality to respond to municipal issues;
AND WHEREAS on February 27, 2025, the Council of the County of Grey adopted
resolution CC12-25, endorsing the February 13, 2025 recommendations of Committee
of the Whole, which supported the preparation of agreements between the County of
Grey and the Township of Southgate for the purposes of conveying four road crossings
on the CP Rail Trail to the Township of Southgate and lowering a section of the trail in
Dundalk to facilitate the Eco Parkway Extension;
AND WHEREAS on July 23, 2026, Committee of the Whole provided support for
resolution CW118-26, to incorporate the granting of a watermain easement along the
CP Rail Trail in Dundalk into the agreement with the Township of Southgate, along with
the previously authorized road crossings of the CP Rail Trail to facilitate the Eco
Parkway extension;
NOW THEREFORE BE IT RESOLVED THAT THE COUNCIL OF
THE CORPORATION OF THE COUNTY OF GREY HEREBY ENACTS AS FOLLOWS:
1. That the Warden and Clerk are hereby authorized and directed to execute all
documents as may be necessary to complete the transfer of the property and
granting of the easement described in Schedule ‘A’ to this By-law, including the
donation agreement attached hereto as Schedule ‘B’;
2. That the agreement attached hereto as “Schedule B” forms part of this by-law.
3. This By-law shall come into force and effect upon the final passing thereof.
ENACTED AND PASSED this 13th day of August, 2026.
___________________________ ______________________________
WARDEN: Andrea Matrosovs CLERK: Tara Warder
Schedule ‘A’ to By-law 5297-26
All those lands comprising of:
Part of Lots 240 Concession 1 South West of the Toronto Sydenham
Road, geographic Township of Proton, Township of Southgate being Part 6 on
Reference Plan 16R-11871, being part of the lands presently bearing PIN 37268-
0507 (R)
Part of Lots 236-237 Concession 2 South West of the Toronto Sydenham
Road, geographic Township of Proton, Township of Southgate being Part 22 on
Reference Plan 16R-11871, being part of the lands presently bearing PIN 37268-
0610 (LT)
Together with an easement over Part of Lot 232, 233, 234, 235 and 236,
geographic Township of Proton, being that portion of PIN 37268-0610 East of Part
1, Plan 16R-10743 extending easterly along the PIN 37268-0610 (LT) to the Western
limit of Part 22, Plan 16R-11871; Township of Southgate, County of Grey
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Attachment: Schedule B to By-law 5297-26 Donation Agreement with Southgate - Eco Parkway.pdf
Source: https://helpos.ca/attachments/16d2381b264c3df8775688bc90668a9294a27e6773c57f76dfa8bf15a4883aa3/8-3-schedule-b-to-by-law-5297-26-donation-agreement-with-southgate-eco-parkway-pdf.pdf
Schedule ‘B’ to Grey County By-law 5297-26
THIS DONATION AGREEMENT made as of this day of August, 2026
BETWEEN:
The Corporation of the County of Grey
(hereinafter called the “County”)
- and -
The Corporation of the Township of Southgate
(hereinafter called “Southgate”)
(each being a “Party” and together being the “Parties”)
WHEREAS the County is the registered owner of certain lands situated in the Township
of Southgate (geographic Township of Proton) in the County of Grey legally described
as:
Part of Lot 233-239 Concession 2 South West of the Toronto Sydenham Road as
in R492286 being the thirdly, fourthly, sixthly and seventhly described lands; and
Part of Lot 232 Concession 2 South West of the Toronto Sydenham Road,
presently bearing PIN 37268-0610 (LT); and
Part of Lot 240 Concession 2 South West of the Toronto Sydenham Road,
presently bearing PIN 37268-0540 (R); and
Part of Lot 240 Concession 2 South West of the Toronto Sydenham Road,
presently bearing PIN 37268-0507 (R);
all located in the Geographic Township of Proton, Township of Southgate (collectively
referred to as the “County Lands”);
AND WHEREAS the County Lands comprise a portion of a recreational trail established
by the County which is used by the public for many recreational activities including
cycling, hiking, walking, ATV and off-road motorcycle use in designated areas, cross
country skiing, equestrian, snowshoeing and snowmobiling (the “Rail Trail”);
AND WHEREAS the County Lands are in close proximity to Southgate’s municipal road
allowance known as Eco Parkway (being referred to as the “Eco Parkway”);
AND WHEREAS Southgate plans to extend Eco Parkway to connect to the Kings
Highway 10 (the “Eco Parkway Extension”);
AND WHEREAS the County hereby agrees to donate a portion of the County Lands to
Southgate as shown as Part 6 being approximately 0.052 hectares in size, and Part 22,
being approximately 0.079 hectares in size, on the Reference Plan being more
particularly described in Schedule “A” hereto (the “Property”) in support of its use as a
future public highway to support the Eco Parkway Extension;
AND WHEREAS Southgate has offered to purchase a non-exclusive permanent
easement (called the “Watermain Easement”) upon, under, along, over and across a
portion of the County Lands, for the purposes of constructing, installing, repairing,
replacing, operating and maintaining a watermain system (called the “Works”).
AND WHEREAS Southgate hereby offers to acquire the Property and the Watermain
Easement from the County on the terms and conditions hereinafter set out;
Page 1 of 27
Schedule ‘B’ to Grey County By-law 5297-26
NOW THEREFORE in consideration of the mutual terms and covenants hereinafter set
out and other good and valuable consideration (the receipt and sufficiency of which are
acknowledged) the Parties agree as follows:
Definitions
In this agreement, the following terms and expressions have the following
meanings:
“Acceptance Date” means the date of this Agreement;
“Agreement” means this Donation Agreement and all schedules forming
part of the Agreement;
“Business Day” means a day on which the County’s administrative office
in Owen Sound is open for the conduct of administrative business;
“Closing” or “Closing Date” means the date which is the later of: (i) thirty
(30) Business Days after the Acceptance Date; or (ii) fifteen (15)
Business Days following deposit of the Reference Plan, unless otherwise
agreed to in writing between the Parties;
“Encumbrances” means any encumbrance, caveat, lien, charge,
hypothec, pledge, mortgage, reservation, easement, privilege or any
option, privilege or contract to create any of the foregoing on or in respect
of the Property;
“Option to Repurchase Property Agreement” has the meaning ascribed
to it in Section 8.1, the form of which is set out in Schedule “D” hereto;
“Purchase Price” means the total consideration as set out in Section 3.1
of this Agreement;
“Reference Plan” means Plan 16R-11871, a copy of which is attached
hereto as Schedule “E”;
“Watermain Easement” means the easement described in Section 7.2,
the form of which is set out in Schedule “C” hereto;
“Watermain Easement Lands” means those lands comprised of a
portion of the County Lands between the easterly limit of Hagan Street
East and the Westerly limit of Part 22 on the Reference Plan;
The terms defined in the recitals above have the same meaning as if defined
here at length.
The following documents (“Schedules”) are appended to this agreement and
are incorporated by reference as though contained in the body of this
agreement:
Schedule “A” – The Property
Schedule “B” – Retained Easement Terms
Schedule "C” – Watermain Easement Terms
Schedule “D” – Option to Repurchase Property Agreement
Schedule “E” – Reference Plan.
Unless expressly stated otherwise in a Schedule, wherever any term or
condition, express or implied, of a Schedule conflicts or is at variance with any
term or condition in the body of this Agreement, such term or condition in the
body of the Schedule prevails.
Purchase and Sale
Page 2 of 27
Schedule ‘B’ to Grey County By-law 5297-26
Subject to the terms of this Agreement, the County agrees to transfer to
Southgate the Property subject to a retained easement as set out herein, and to
grant Southgate the Watermain Easement as set out in Section 7.2 herein, and
Southgate agrees to accept the same.
Purchase Price
The Purchase Price payable by Southgate to the County for the Property and
the Watermain Easement is Two Dollars ($2.00) plus HST, if applicable.
The Parties agree that any and all fixtures, improvements, trees or shrubs
within the Property are included in the Purchase Price. The Parties agree that
there are no items to be excluded from this transaction.
The County acknowledges receipt of the amount of Two Dollars ($2.00) as a
deposit to be credited against the Purchase Price on Closing.
The balance of the Purchase Price, after adjustments, shall be paid prior to
4:00 p.m. on the Closing Date, by Southgate to the County, by way of a
cheque made payable to the County’s solicitor or as they may direct.
Access
Subject to the provisions of section 4.2 below, the County shall permit
Southgate and its engineers, consultants, contractors, employees or other
authorized representatives, including the applicable electrical authority
(collectively, the “Southgate Parties”) to enter onto the Property and the
Watermain Easement Lands at any time to complete such inspections,
surveys, or tests required by Southgate. Southgate agrees to defend,
indemnify and hold harmless the County for any and all liability arising as a
result of the Southgate Parties and any other authorized representatives or
invitees, entering onto any portion of the Property and the Watermain
Easement Lands.
Southgate acknowledges that the Rail Trail is used by the County, its officers,
employees, residents, volunteers, contractors, visitors, residents, and
licensees, and agrees that prior to conducting any inspections, surveys, or
tests on the Property and the Watermain Easement Lands, it and the
Southgate Parties shall consult with the County for such activities to take place
on the Property or Watermain Easement Lands which would interfere with any
use of the Rail Trail. Southgate shall consult with the County at least Five (5)
Business Days prior to any construction activities intended to take place on the
Property or the Watermain Easement Lands which would interfere with any
use of the Rail Trail to ensure that the County may post appropriate notices to
trail users of the intended closure. The County agrees that such consent shall
not be unreasonably withheld, and Southgate agrees that it shall be
reasonable for the County to withhold such consent if it would impair the safe
operation of the Rail Trail.
Title Matters
Southgate acknowledges and agrees that:
It has satisfied itself with respect to the applicable land use regulations and
agrees to accept the Property and the Watermain Easement subject to such
existing zoning and other land use policies and regulations.
It shall not call for the production of any title deed, abstract, survey or other
evidence of title to the Property, except those that are in the possession or
control of the County.
Page 3 of 27
Schedule ‘B’ to Grey County By-law 5297-26
It shall accept the Property and the Watermain Easement subject to any and
all Encumbrances, all easements, options and notices provided for herein,
and agrees not to call into question title to the Property on the basis thereof.
It shall acquire the Property and the Watermain Easement in an “As Is,
Where Is” basis, including improvements, structures, trees and shrubs, and
as further set out below.
In agreeing to purchase the Property and the Watermain Easement in an “As
Is, Where Is” basis, Southgate acknowledges and agrees that:
The County makes no representations to Southgate as to the zoning of
the Property of the Watermain Easement Lands or any improvements or
structures, whether for the intended use or otherwise.
The County shall have no responsibility whatsoever to remedy any
defect, comply with any work order or complete any unfinished work.
The County makes no representations or warranties whatsoever, either
expressed or implied, as to the existence or non-existence of any
asbestos, PCB’s, radioactive substances or any other substances, liquids
or materials or contaminants which may be hazardous or toxic or require
removal and disposal pursuant to the provisions of any applicable
legislation, and that Southgate is relying upon its own investigations, if
any, in this regard.
Southgate has inspected the Property and the Watermain Easement
Lands prior to the Closing Date and is relying on its own due diligence as
to the condition of the Property and the Watermain Easement Lands and
any improvements.
Southgate covenants and agrees that, effective as of the Closing Date,
Southgate shall forever release, waive, and discharge the County and its
successors and assigns from and against all losses, damages, claims,
demands, fines, liabilities, actions, suits, in any way arising, directly or
indirectly by reason of the presence on the Property or the Watermain
Easement Lands of any contaminant, pollutant, dangerous substance wastes
(liquid or solid) or toxic substance (collectively the “Substances”) or the
escape thereof in the air or onto adjacent properties or property including
rivers, streams, and ground waters, whether produced, created or generated
before or after the Closing Date and such release, waiver, discharge shall
include any order, decree, judgment or demand under law, regulation or order
applicable thereto.
Southgate, its successors and assigns, hereby agree to defend, indemnify and
hold harmless the County, its successors and assigns from any and all losses,
damages, claims, demands, fines, liabilities, actions, suits arising out of or in
any way connected with any state, quality or condition in, or of, the Property
and the Watermain Easement Lands, including, but not limited to, the
existence of any Substances existing as of, or prior to the Closing Date and
thereafter, whether environmental or otherwise, whether imposed by law,
equity or any federal, provincial or municipal law, rules or regulations or by any
regulatory authority.
The provisions of this section shall survive closing and any subsequent sale or
transfer of Southgate’s interest in the Property and the Watermain Easement
Lands.
Representations and Warranties
Page 4 of 27
Schedule ‘B’ to Grey County By-law 5297-26
The County hereby represents, warrants and agrees to and with Southgate
subject to the limitation, if any, expressed below as follows:
The County is now and at the Closing Date will be a municipal corporation
existing in good standing under the laws of the Province of Ontario with full
corporate power, authority and capacity to accept this Agreement and to carry
out the transaction contemplated under this Agreement.
The County will at the Closing Date have full and absolute right and power to
convey and transfer to Southgate or cause to be conveyed or transferred to
Southgate title to the Property.
That no buildings on the Property, if any, have been or are now insulated in
whole or in part with asbestos, urea formaldehyde foam or any similar type
substance or insulation.
Southgate hereby represents, warrants and agrees to and with the County
subject to the limitation, if any, expressed below as follows:
Southgate is now and at the Closing Date will be a municipal corporation
existing in good standing under the laws of the Province of Ontario with full
corporate power, authority and capacity to accept this Agreement and to carry
out the transaction contemplated under this Agreement.
Southgate acknowledges having the opportunity to inspect the Property and
the Watermain Easement Lands prior to entering into this Agreement and
understands that upon approval of this Agreement by County Council, it shall
be a binding agreement between the County and Southgate.
That except as set out herein, it shall assume operational, legal, and financial
responsibility for the construction, use and maintenance of the Property and
the Works.
It shall be responsible for installing signage and gates at the Property,
commensurate with other Rail Trail crossings in the Township of Southgate
at its sole and absolute expense.
That any material removed from the Property, whether or not the same may
be contaminated, shall be removed and, if necessary, treated, at its sole
expense.
That, upon Closing the transfers as set out in section 2.1, it is fully satisfied
as to all matters in respect of the suitability of the Property for the
development and construction of the proposed Eco Parkway Extension and
the suitability of the Watermain Easement Lands for the Works.
Easements
From and after the Closing Date, the use of the Property will be shared
between the County and Southgate. On Closing, the County shall reserve and
register an easement over the Property for vehicular and pedestrian access,
access for construction vehicles serving the Rail Trail, and provision of utility
and communication services, the particulars of which are set out in Schedule
“B” hereto.
From and after the Closing Date, but subject to section 7.4 below, the
Watermain Easement shall permit Southgate to construct, operate and
maintain a watermain system within the Watermain Easement Lands provided
that Southgate consults with the County in accordance with section 4.2 of this
Agreement. On Closing, the County shall grant the Watermain Easement, the
particulars of which are set out in Schedule “C” hereto.
Page 5 of 27
Schedule ‘B’ to Grey County By-law 5297-26
All construction and maintenance costs associated with the Works, shall be
borne by Southgate.
Southgate agrees that, in the event that the Works are not constructed by a
date which is five years after the date of this Agreement, it shall surrender to
the County all of its right, title, and interest in the Watermain Easement.
Southgate hereby irrevocably authorizes the County to register on title any
notice or instrument in respect of any such surrender as may be necessary to
give effect to the provisions of this section.
Option to Repurchase
Southgate agrees that, subject to the terms of the Option to Repurchase
Property Agreement, if prior to May 31, 2031 it has not dedicated the Property
as a public highway under the jurisdiction of Southgate, it shall, upon Notice
from the County, transfer ownership of the Property back to the County at the
same Purchase Price as agreed to herein in accordance with the terms of the
Option to Repurchase Property Agreement. The parties agree to execute the
Option to Repurchase Property Agreement in the form attached as Schedule
“D” (the “Option to Repurchase Property Agreement”) to further establish the
terms of such transfer of the Property to the County, prior to or on the Closing
Date. Southgate hereby authorizes the County to register the Option to
Repurchase Property Agreement as a Notice on title to the Property, subject to
approval of such Notice by Southgate, which approval shall not be
unreasonably withheld.
Closing
Closing shall take place upon the following terms:
Covenants – The County covenants and agrees with Southgate as
follows:
In addition to the documentation referred to in this
Agreement, to provide the following documents on the
Closing Date:
Transfer/Deed of Land;
Bill of Sale with respect to all chattels (if any);
Registrable easements for the easement set out in
Schedule “C” hereto.
Subject to the permissions granted to the County through
reservation of the easement as set out herein, to provide
Southgate with vacant possession of the Property on the
Closing Date;
To provide Southgate on the Closing Date evidence in a
form satisfactory to Southgate that on the Closing Date the
County is the beneficial owner of the Property and is a
resident of Canada for purposes of determining its liability
for tax pursuant to the Income Tax Act;
To provide Southgate with satisfactory evidence on the
Closing Date that the Seller is in compliance with the
provisions of the Family Law Act;
To discharge at its sole cost and expense, all mortgages,
liens and encumbrances registered on title to the Property
Page 6 of 27
Schedule ‘B’ to Grey County By-law 5297-26
on or before the Closing Date, save and except the
encumbrances and other interests described herein; and
To convey to Southgate all fixtures and chattels affixed to,
located on and used in conjunction with the Property on
the Closing Date, all such fixtures and chattels to be free
and clear of all encumbrances.
Title - Southgate shall be allowed up to and including the tenth day prior
to the Closing Date to examine the title to the Property at its own expense.
Planning Act - Provided that this Agreement shall be effective to create
an interest in the Property only if the provisions of the Planning Act are
complied with by the County on or before the Closing Date.
Damage - The Property and all other things being purchased shall be and
remain until the Closing Date at the risk of the County. The County shall
hold all insurance policies, if any, and the proceeds thereof in trust for the
Parties as their interests may appear and in the event of damage,
Southgate may either terminate this Agreement whereupon the Deposit
shall be returned forthwith to Southgate or else take the proceeds of any
insurance and complete the transaction.
Risk - From and including the Closing Date, the Property shall be entirely
at the risk of Southgate and Southgate shall accept and assume all
responsibilities and liabilities arising out of or in any way connected with
the Property whether they arose before, on or after the Closing Date and,
without being limited by the foregoing, include any state, nature, quality or
condition in, on under or near the Property existing on Closing, whenever
and however arising, whether known or unknown environmental or
otherwise, and whether such responsibilities and liabilities are imposed
by law, equity or any authority.
HST - Southgate agrees that it will be as at the Closing Date a registrant
for Harmonized Sales Tax (HST) under the Excise Tax Act, R.S.C. 1985,
as amended, and will provide evidence of same in form and substance
reasonably satisfactory to the County or its lawyers at the Closing Date,
including without limitation, a statutory declaration sworn by a senior
officer of Southgate confirming Southgate’s HST registration number and
that such registration continues to be in full force and effect and an
indemnity to the County for any HST claimed from the County in the
event Southgate does not pay the HST payable by it in respect of this
transaction.
Electronic Registration – The Parties acknowledge that the Teraview
Electronic Registration System (“TERS”) is operative and mandatory in
the Land Registry Office for the Land Titles Division of Grey No.16. The
Parties shall each retain a lawyer who is an authorized TERS user and
who is in good standing with The Law Society of Ontario. The Parties
shall each authorize their respective lawyer to enter into a document
registration agreement in a form provided for on the website of the Law
Society of Ontario as a current form of such agreement. The delivery and
exchange of documents and closing funds and the release thereof to
Southgate and the County, as the case may be:
shall not occur contemporaneously with the registration of
the Transfer/Deed of land and other registrable
documentation, if any; and
Page 7 of 27
Schedule ‘B’ to Grey County By-law 5297-26
shall be governed by the document registration agreement
pursuant to which lawyer receiving any documents or
funds will be required to hold same in escrow and will not
be entitled to release except in strict accordance with
provisions of the document registration agreement.
The Parties acknowledge that the multiple registrations required for this
Agreement (Transfer, Easement in Gross, Watermain Easement, Option
to Purchase) will not be registrable at the same time. In the event that
the Parties and their lawyers mutually agree that registrations shall occur
in a staged fashion at different times, the Parties agree that all
registrations shall be completed as soon as possible and time shall be of
the essence.
Financial Arrangements
Southgate shall not be liable or responsible in any way for any agent’s or
broker’s fees in connection with the Agreement which are payable by the
County;
Southgate shall be responsible for the payment of Land Transfer Tax and
registration fees and any other taxes and fees payable in connection with the
registration of the Transfer/Deed of the Property.
Southgate shall pay its own legal costs, disbursements, and registration costs.
The County is responsible to pay all of its own legal costs and disbursements
including those of the County’s External legal counsel associated with the
transfer and this agreement.
Southgate shall be responsible for all costs associated with the preparation of
a legal survey as may be required to define the Property and the Watermain
Easement Lands.
The County shall be responsible for all costs associated with the preparation of
a legal survey as may be required on the County Lands in order to convert a
portion of the Property from the former Land Registry System to the current
Land Titles System.
Time
Time shall be in all respects of the essence hereof provided that the time for
doing or completing any matter herein may be extended or abridged by an
agreement in writing signed by the Parties or by their respective solicitors who
are hereby expressly appointed in this regard.
Covenants to Survive Closing
Notwithstanding any presumption to the contrary, all covenants, conditions,
warranties and representations contained in this Agreement which by their
nature either impliedly or expressly involve performance in any particular after
the Closing Date or which cannot be ascertained to have been fully performed
until after the Closing Date shall survive Closing.
Without limiting the generality of Section 12.1, the following provisions of this
Agreement are expressly agreed to survive Closing:
Articles 1.0, 4.0 to 16.0 inclusive, all in their entirety.
Notice
Page 8 of 27
Schedule ‘B’ to Grey County By-law 5297-26
Any notice required to be given, served or delivered must be in writing and
sent to the other Party at the address indicated below, or to such other
address as may be designated by notice provided by either Party to the other.
For Southgate:
Township Clerk
Township of Southgate
185667 Grey County Road 9
Dundalk, ON N0C 1B0
Fax: 519-923-9262
Email: lgreen@southgate.ca
For the County:
County Clerk
County of Grey Administration Building
595 9th Avenue East
Owen Sound, ON N4K 3E3
Fax: 519-376-8998
Email: countyclerk@grey.ca
Any notice to be given by either Party to the other shall, in the absence of
proof to the contrary, be deemed to have been received by the addressee:
if delivered personally on a Business Day, then on the day of delivery;
if sent by prepaid registered post, then on the second day following the
registration thereof;
if sent by ordinary mail, then on the fifth Business Day following the date
on which it was mailed; or
if transmitted by facsimile or email on a Business Day, then on the day of
sending, and if sent on a day other than a Business Day, then on the first
Business Day following the day of sending, provided that if the sender
knows or ought to have known that such transmission was not received
or would not be received by its intended recipient, then it shall be deemed
not to have been given.
Dispute Resolution
A dispute between the Parties relating to the interpretation or implementation
of this Agreement will be addressed through good faith negotiation, with or
without the assistance of a mediator. The Parties agree that in the event that
they are not able to reach a resolution of all the matters in dispute after
mediation, then the matters remaining in dispute will be finally determined by
arbitration in accordance with the provisions of the Ontario Arbitrations Act.
The location for any such arbitration hearing will be within the County of Grey
at a location to be determined by the County.
Interpretation
Any reference in this agreement to gender includes all genders, and words
importing the singular include the plural and vice versa.
The division of this agreement into Sections and the insertion of headings are
for convenient reference only and are not to affect or otherwise be used in the
construction or interpretation of this agreement.
Page 9 of 27
Schedule ‘B’ to Grey County By-law 5297-26
All monetary amounts in this agreement, unless otherwise specifically
indicated, are stated in Canadian currency.
Unless otherwise specifically indicated, any reference to a statute in this
agreement refers to that statute and to the regulations made under that statute
as at the date of this agreement and the closing date, as the same may, from
time to time, be amended, re-enacted or replaced.
General
The determination by an arbitrator or court as to invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or enforceability of
any other provision hereof and any such invalid or unenforceable provision
shall be deemed to be severable.
This Agreement is made pursuant to and shall be governed by and construed
in accordance with the laws of the Province of Ontario and shall be treated in
all respects as an Ontario contract.
None of the terms, conditions or provisions of this Agreement shall be held to
have been changed, waived, varied, modified or altered by any act or
statement of either Party, its respective agents, servants or employees unless
done so in writing signed by the Parties.
This Agreement shall enure to the benefit of and be binding upon the Parties
hereto and their respective successors, successors in title, and permitted
assigns.
Neither Party may assign all or any part of this Agreement without the written
approval of the other Party.
The failure or delay by a Party in enforcing, or insisting upon strict
performance of, any provision of this agreement does not constitute a waiver
of such provision or in any way affect the enforceability of this agreement (or
any of its provisions) or deprive a Party of the right, at any time or from time to
time, to enforce or insist upon strict performance of that provision or any other
provision of this agreement. No term, agreement, provision, obligation or
condition of this Agreement shall be deemed to have been waived by any
Party, unless such waiver is in writing and signed by an authorized
representative of such Party.
No waiver of any provision of the Agreement shall be deemed to or shall
constitute a waiver of any other provisions, whether or not similar, nor shall
such waiver constitute a continuing waiver unless expressly provided.
Each Party will, at the request of the other Party, execute and deliver such
additional documents and other assurances and perform or cause to be
performed such further and other acts or things as may be reasonably required
to give effect to and carry out the intent of this agreement.
When calculating the period of time within which or following which any act is
to be done or step taken pursuant to this Agreement, the date which is the
reference date in calculating such period shall be excluded. If the last day of
such period is a non-Business Day, the period in question shall end on the
next Business Day.
This Agreement constitutes the entire agreement between the Parties
regarding the transfer of the Property from the County to Southgate and
supersedes all prior agreements, understandings, negotiations and
discussions relating to the subject matter thereof, whether oral or written.
There are no representations, warranties, covenants, conditions or other
Page 10 of 27
Schedule ‘B’ to Grey County By-law 5297-26
agreements, express or implied, collateral, statutory or otherwise, between the
Parties relating to the subject matter hereof except as specifically set forth in
this Agreement.
The Parties have participated jointly in the negotiation and drafting of this
Agreement. If an ambiguity or a question of intent or interpretation arises, this
Agreement is to be construed as if drafted jointly by the Parties. No
presumption or burden of proof should arise in respect of any Party by virtue of
the drafting or inclusion of any provision of this agreement.
This Agreement may be executed in any number of counterparts, each of
which is an original and all such executed counterparts taken together
constitute a single document. Counterparts may be transmitted by fax or in
electronically scanned form. Parties transmitting by fax or electronically will
also deliver the original counterpart to the other Party, but failure to do so does
not invalidate this Agreement.
IN WITNESS WHEREOF THE PARTIES hereunto attested by the hands of the proper
officers duly authorized in that behalf as of the day and year first written above.
The Corporation of the County of Grey
_______________________________
Andrea Matrosovs, Warden
_______________________________
Tara Warder, Clerk
We have the authority to bind the Corporation.
The Corporation of the Township of Southgate
_______________________________
Brian Milne, Mayor
_______________________________
Lindsay Green, Clerk
We have the authority to bind the Corporation.
Page 11 of 27
Schedule ‘B’ to Grey County By-law 5297-26
SCHEDULE “A”
LEGAL DESCRIPTION OF PROPERTY
All those lands comprising of:
Part of Lots 240 Concession 1 South West of the Toronto Sydenham Road,
geographic Township of Proton, Township of Southgate being Part 6 on
Reference Plan 16R-11871, being part of the lands presently bearing PIN 37268-
0507 (R)
Part of Lots 236-237 Concession 2 South West of the Toronto Sydenham Road,
geographic Township of Proton, Township of Southgate being Part 22 on
Reference Plan 16R-11871, being part of the lands presently bearing PIN 37268-
0610 (LT)
Page 12 of 27
Schedule ‘B’ to Grey County By-law 5297-26
SCHEDULE “B”
RETAINED EASEMENT TERMS
RESERVATION OF EASEMENT IN GROSS
The Transferor reserves a permanent, free and unobstructed right, licence, privilege
and easement in perpetuity for ingress to and egress by all persons, animals and
vehicles in common with the Transferee and all others entitled thereto, through, over,
along and upon the lands legally described as: all those lands comprising of:
Part of Lots 240 Concession 1 South West of the Toronto Sydenham Road,
geographic Township of Proton, Township of Southgate being Part 6 on
Reference Plan 16R-11871, being part of the lands presently bearing PIN
37268-0507 (R)
Part of Lots 236-237 Concession 2 South West of the Toronto Sydenham Road,
geographic Township of Proton, Township of Southgate being Part 22 on
Reference Plan 16R-11871, being part of the lands presently bearing PIN
37268-0610 (LT)
(collectively referred to as the “Servient Tenement")
to allow (1) the installation of all manner of utility and communication facilities by
any person authorized by the Transferor and either below the surface or above the
surface on utility or communication poles and allowing the Transferor, its
employees, invitees and contractors access for themselves and all machinery and
equipment necessary or advisable for the purpose of installing and maintaining such
utility or communication facilities; and (2) to the extent that the Servient Tenement
are not dedicated as a public highway by the Transferee, any person to enter and
use the Servient Tenement as part of the recreational trail on the Dominant lands.
The Transferor shall, at its own expense as soon as reasonably possible after the
construction of its communication or utility services or other exercise of its rights, restore
the Servient Tenement to its former state so far as is reasonably practicable.
The rights, licence, privilege and easement hereby granted shall extend to and be
binding upon, and enure to the benefit of the heirs, personal representatives,
transferees, successors and assigns of the Transferor, Transferee and all other owners
of the Servient Tenement and whenever the plural or masculine is used, it shall be
construed as if the singular, feminine or neuter as the case may be, has been used,
where the context or the party or parties hereto so require and the rest of the sentence
shall be construed as if the grammatical or terminological changes thereby rendered
necessary have been made.
This easement shall be registered on the Servient Tenement and is an easement in
gross authorized by the Ontario Trails Act, 2016.
Page 13 of 27
Schedule ‘B’ to Grey County By-law 5297-26
SCHEDULE “C”
WATERMAIN EASEMENT TERMS
GRANT OF EASEMENT: The County (herein also referred to as the “Grantor”) hereby
conveys to Southgate (herein also referred to as the “Grantee”), its successors and
assigns, an Easement in Gross on the Servient Lands described below:
Servient Lands: Part of Lot 232, 233, 234, 235 and 236, geographic Township of Proton,
being that portion of PIN 37268-0610 East of Part 1, Plan 16R-10743 extending easterly
along the PIN 37268-0610 to the Western limit of Part 22, Plan 16R-11871; Township of
Southgate, County of Grey
1. The Grantor transfers to Southgate, a non-exclusive right, interest and
easement upon, under, along, over and across the Servient Lands for the
purposes of constructing, installing, maintaining, inspecting, examining,
altering, repairing, replacing, or reconstructing a watermain system and all
appurtenances or accessories (the “Works”);
2. Southgate acknowledges and agrees that no work shall be carried out on the
Servient Lands, by Southgate or any agent or contractor of Southgate, until
such time as the County has given written approval as to the location of the
Works such approval not to be unreasonably withheld, conditioned or delayed.
The County will endeavor to respond to proposals relating to the location of the
Works within fifteen (15) Business Days of submission of same by Southgate.
3. ln the placing, replacing, maintaining, operating, and repairing the Works,
Southgate will use care and diligence to ensure that there will be no
unnecessary interference with the traveled portion of the Rail Trail, which is
located within the Servient Lands, or the ditches or drains adjoining it.
4. All Works are subject to the approval and direction of the Grantor, and
Southgate shall comply with any directions and orders that may be given by the
Grantor. The Grantor agrees that such consent shall not be unreasonably
withheld, and Southgate agrees that it shall be reasonable for the Grantor to
withhold such consent if it would impair the safe operation of the Rail Trail or
the Grantor’s future ability to return rail service to the area. The Grantor, its
authorized representative or permitted assigns, shall be permitted to inspect the
Works for the purpose of ensuring all work is performed by Southgate in
accordance with the detailed drawings provided under the terms of this
Easement.
5. For every such purpose and for all purposes necessary or incidental to the
exercise of the rights created by this easement, Southgate shall have access to
the Works located on the Servient Lands at all times by its servants, agents,
contractors and subcontractors and its vehicles, supplies, machinery and
equipment, subject to payment by Southgate of compensation for damage to
the person entitled to such compensation caused by the construction,
installation or maintenance of the Works.
THEREFORE:
1. The Grantor, for itself, its successors and assigns, covenants with Southgate, its
successors and assigns as follows:
a) to provide Southgate with free and unimpeded access to the Works, subject to
any existing agreements, easements, rights, covenants or restrictions in favour of
Page 14 of 27
Schedule ‘B’ to Grey County By-law 5297-26
municipalities, publicly or privately regulated utilities or adjoining owners, or that
otherwise run with the Servient Lands;
b) to permit Southgate to remove, trim, sever, or fell any obstructions such as trees,
roots, brush, stumps, boulders or rocks encountered during the course of
construction or subsequent maintenance of the Works, subject to any legal
requirements and any existing agreements, easements, rights, covenants or
restrictions in favour of publicly or privately regulated utilities or adjoining owners,
or that otherwise run with the Servient Lands; and
c) not to do or suffer to be done any other thing which might injure or damage the
Works.
2. Southgate, for itself, its successors and assigns, covenants with the Grantor, its
successors and assigns as follows:
a) provide the Grantor with detailed drawings showing the Rail Trail and the
proposed location of the Works and specifications relating to the Works prior to
commencing any work on the Rail Trail or causing any work to commence on the
Rail Trail. Southgate further agrees to provide the County with as-constructed
drawings showing the location of the Works following completion of same.
b) to mark the location of the Works under the Servient Lands, by suitable markers,
but said markers when set in the ground shall be placed in fences or other
locations which will not interfere with any reasonable use the Grantor may make
of the Servient Lands.
c) provide the Grantor with at least five (5) Business Days’ notice prior to any
closure of the Servient Lands, save and except, emergency maintenance for
which notice will be provided, by Southgate, to the Grantor as soon as
reasonably practical so that the Grantor may notify the public of the Rail Trail
closure.
d) to obtain all necessary approvals or consents from other easement or rights
holders of the Servient Lands and to comply with all statutes and the by-laws,
rules or regulations of every governmental or other competent authority relating
in any manner to the Works, the Servient Lands or the exercise of any of the
rights of the easement.
e) all the Works on the Servient Lands shall be carried out in such a manner that it
will not unduly interfere with or obstruct the natural surface drainage or run-off or
any existing or presently proposed tile drainage on the Servient Lands provided
that temporary interference during construction or repair may be permitted, at the
sole and absolute discretion of the Grantor, where reasonably necessary.
f) in the event that Southgate decides to abandon the Works, Southgate shall
within a period of two (2) years, execute and deliver a surrender transfer and
release of the rights granted at no cost to the Grantor, remove its Works and
restore the Servient Lands so far as practicable to its former state.
g) to be responsible for any damage caused at any time by its agents, employees or
contractors of Southgate to the Servient Lands and to remove all debris
therefrom and to restore, to the Grantor’s complete satisfaction, the Servient
Lands to its former state so far as is reasonably practicable t and to replace or
restore any soil or turf removed in connection with the Works;
Page 15 of 27
Schedule ‘B’ to Grey County By-law 5297-26
h) to indemnify and save harmless the Grantor, its elected officials, employees,
tenants, servants, agents or other lawful occupiers of the Servient Lands for any
loss, damage, and injury, caused by the granting of this Easement or anything
done pursuant to this Easement or arising from any accident (not excluding an
Act of God) that would not have happened but for the presence of the Works on
the Servient Lands, and also to indemnify the Grantor, its elected officials,
employees, tenants, servants, agents or other lawful occupiers of the Servient
Lands from and against any and all actions, causes of action, claims, costs,
damages, expenses, loss or demands of every nature and kind whatsoever
which the Grantor may bear, suffer or be put to by reason of the granting of this
Easement, provided, however, that Southgate shall not be liable to the extent to
which such loss, damage or injury is caused or contributed to by the neglect or
default of the Grantor, its tenants or other lawful occupiers of the Servient Lands
or their servants, agents or employees.
3. Notwithstanding any rule of law or equity, any part of the Works consisting of
fixtures, equipment and structures and appurtenances, located upon the Servient Lands
pursuant to this Easement, shall be the property of Southgate even though the same
may have become annexed or affixed to the Servient Lands.
4. The rights and privileges granted by this Easement 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, this Easement shall extend to, be binding upon
and enure to the benefit of the heirs, executors, administrators, respective successors
and assigns of the parties to this Agreement.
Page 16 of 27
Schedule ‘B’ to Grey County By-law 5297-26
SCHEDULE “D”
OPTION TO REPURCHASE PROPERTY AGREEMENT
THIS AGREEMENT made this day of August, 2026.
BETWEEN:
The Corporation of the County of Grey
(hereinafter called the “County”)
- and -
The Corporation of the Township of Southgate
(hereinafter called “Southgate”)
(each being a “Party” and together being the “Parties”)
WHEREAS the Parties entered into an agreement dated the day of
, 2026 (the “Donation Agreement”) by which the County agreed to transfer certain
lands and premises owned by the County in the Township of Southgate in the County of
Grey more particularly described in Appendix “1” attached hereto (hereinafter, the
“Property”);
AND WHEREAS Southgate intends to develop, construct and open a public highway
upon the Property;
AND WHEREAS it is a condition of the Donation Agreement that Southgate grant to the
County an option to repurchase the Property from Southgate at the price of TWO
DOLLARS ($2.00), such option being exercisable by the County under the circumstances
set out herein;
AND WHEREAS Southgate has agreed to grant an option to the County to repurchase
the Property on the terms and conditions hereinafter set forth;
NOW THEREFORE in consideration of the premises herein, the entry of the Parties into
the agreements contemplated by the Donation Agreement, the conclusion of the
transaction contemplated by the Donation Agreement, and other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged) the Parties
agree as follows:
Interpretation
In this Agreement, the following terms and expressions have the following
meanings:
“Business Day” means a day on which the County’s administrative office
in Owen Sound is open for the conduct of administrative business;
“Reference Plan” means Reference Plan 16R-11871; and
the terms defined in the recitals above shall have the same meaning as if
defined here at length.
Option
Southgate hereby grants to the County the exclusive right and option to
purchase all or part of the Property (the “Option”) for the purchase price of
Page 17 of 27
Schedule ‘B’ to Grey County By-law 5297-26
TWO DOLLARS ($2.00) (herein referred to as the “Purchase Price”), subject
to the terms and conditions set out herein.
Term and Exercise
Subject to section 3.2 herein, the Option may be exercised by the County on
or before May 31, 2032 by notice in writing from the County to Southgate
advising Southgate that the County intends to purchase the Property and such
notice shall be accompanied by a deposit payable to Southgate in the amount
of TWO DOLLARS ($2.00) which deposit shall be held by Southgate in trust
pending completion or other termination of this Agreement and to be credited
towards the Purchase Price on completion as hereinafter set out. In the event
this option is not exercised in accordance with the provisions of this Section,
this option shall terminate, any rights under this Agreement shall become null
and void and all liabilities of the Parties pursuant to this Agreement shall be
released and forever discharged.
Notwithstanding Section 3.1 above, the County agrees that it shall not exercise
the Option unless:
the County has the right to provide the Notice in accordance with the terms
of this Agreement and the Donation Agreement;
any person who is not subject to the terms of the Donation Agreement
obtains ownership of the Property, whether beneficial, legal or otherwise;
or
any person who is not subject to the terms of the Donation Agreement
comes to own, possess, or have the benefit of, any interest in the Property
that may have the effect of preventing the construction or operation of the
Property as an open and public highway as contemplated in the Donation
Agreement.
Pursuant to Section 8.1 of the Donation Agreement, if prior to May 31, 2031
Southgate has not dedicated the Property as a public highway under the
jurisdiction of Southgate, it shall, upon Notice from the County, transfer
ownership of the Property back to the County at the same Purchase Price as
agreed to herein.
The Option shall terminate upon Southgate passing the necessary by-laws to
dedicate the Property as public highway which shall form part of the Eco
Parkway Extension.
Notices
Any notice required to be given, served or delivered must be in writing and
deemed delivered or sent or transmitted to its recipient by prepaid mail,
ordinary mail, fax, or email to the other Party at the address indicated below, or
to such other address as may be designated by notice provided by either Party
to the other:
For the County:
County Clerk
County of Grey Administration Building
595 9th Ave E
Owen Sound, ON N4K 3E3
Fax: 519-376-8998
Email: countyclerk@grey.ca
For Southgate:
Page 18 of 27
Schedule ‘B’ to Grey County By-law 5297-26
Township Clerk
Township of Southgate
185667 Grey County Road 9
Dundalk, ON N0C 1B0
Fax: 519-923-9262
Email: lgreen@southgate.ca
Any notice given by either Party to the other shall, in the absence of proof to
the contrary, be deemed to have been received by the addressee:
if delivered personally on a Business Day, then on the day of delivery, and
if delivered personally on a day other than a Business Day, then on the first
Business Day following the day of delivery;
if sent by prepaid registered mail, then on the second Business Day
following the mailing thereof;
if sent by ordinary mail, then on the fifth Business Day following the mailing
thereof; and
if transmitted by facsimile or email on a Business Day, then on the day of
sending, and if sent on a day other than a Business Day, then on the first
Business Day following the day of sending, provided that if the sender
knows or ought to have known that such transmission was not received or
would not be received by its intended recipient, then it shall be deemed not
to have been given.
Miscellaneous
Right to Inspect: From and after giving notice of its intention to exercise the
Option in accordance with section 3.1 the County and all persons authorized
by it shall have the right at all reasonable times upon notice to Southgate to
enter on the Property for the purposes of inspection, conducting soil tests and
preparing surveys and plans. The County agrees to defend, indemnify and hold
harmless Southgate for any and all liability arising as a result of its engineers,
consultants, contractors, employees, and any other authorized representatives
or invitees, entering onto any portion of the Property. In the event the
agreement of purchase and sale is not completed (other than as a result of
Southgate’s breach) the County shall at its sole cost and expense restore the
Property to the same condition existing prior to such inspection or soil tests
being carried out.
Authorizations: Southgate covenants to provide the County and execute
without charge to the County such authorizations, directions and other
documents as may be required by the County to bring an application for any
permits or permissions it may require in respect of the Property, provided that
all costs thereof and liabilities in relation thereto shall be the sole responsibility
of the County.
Binding on Successors: This Agreement shall enure to the benefit of and be
binding upon the Parties hereto and their respective successors, successors in
title, and permitted assigns.
Assignment: The County shall not transfer or assign its rights under this Option
except to a successor provincial or municipal government body with the same
role and responsibilities as the County (“Successor Municipality”) without the
prior written consent of Southgate, which consent Southgate may withhold in
its sole and absolute discretion. In the event Southgate consents to such
transfer or assignment or there is a transfer or assignment to a Successor
Municipality, it shall be a condition of such transfer or assignment that the
Page 19 of 27
Schedule ‘B’ to Grey County By-law 5297-26
assignee or transferee execute an agreement with Southgate to: (i) assume the
County’s obligations hereunder; and (ii) stand in the place of the County as if
the assignee or transferee was the County at the time of signing this
agreement.
Planning Act: Provided that this Option shall be effective to create an interest
in the Property only if the provisions of the Planning Act (Ontario) are complied
with on or before the Closing Date (as hereinafter defined).
Registered Notice: The County reserves the right to register notice of this
Agreement on title to the Property, subject to the approval of such notice by
Southgate, which approval shall not be unreasonably withheld. Subject to the
approval of such notice by Southgate, Southgate agrees to execute such
documents as may be reasonably required to permit the registration of such
notice. If the County exercises its right under this Section, it shall prepare all
documents required to do so. Each Party shall bear its own costs incurred in
respect of the provisions of this Section.
References to Legislation: Unless otherwise specifically indicated, any
reference to a statute in this agreement refers to that statute and to the
regulations made under that statute as at the date of this Agreement, as the
same may, from time to time, be amended, re-enacted or replaced.
Agreement of Purchase and Sale
The County acknowledges and agrees that:
It has satisfied itself with respect to the applicable land use regulations and
agrees to accept the Property subject to such existing zoning and other land
use policies and regulations.
It shall not call for the production of any title deed, abstract, survey or other
evidence of title to the Property, except those that are in the possession or
control of Southgate.
It shall accept the Property subject to any and all Encumbrances, all
easements, options and notices provided for herein, and agrees not to call
into question title to the Property on the basis thereof.
It shall acquire the Property in an “As Is, Where Is” basis, including
improvements, structures, trees and shrubs, and as further set out below.
In agreeing to purchase the Property in an “As Is, Where Is” basis, the County
acknowledges and agrees that:
Southgate makes no representations to the County as to the zoning of
the Property or any improvements or structures, whether for the intended
use or otherwise.
Southgate shall have no responsibility whatsoever to remedy any defect,
comply with any work order or complete any unfinished work.
Southgate makes no representations or warranties whatsoever, either
expressed or implied, as to the existence or non-existence of any
asbestos, PCB’s, radioactive substances or any other substances, liquids
or materials or contaminants which may be hazardous or toxic or require
removal and disposal pursuant to the provisions of any applicable
legislation, and that the County is relying upon its own investigations, if
any, in this regard.
The County has inspected the Property prior to the Closing Date and is
relying on its own due diligence as to the condition of the Property and
improvements.
Page 20 of 27
Schedule ‘B’ to Grey County By-law 5297-26
The County covenants and agrees that, effective as of the Closing Date, the
County shall forever release, waive, and discharge Southgate and its
successors and assigns from and against all losses, damages, claims,
demands, fines, liabilities, actions, suits, in any way arising, directly or
indirectly by reason of the presence on the Property of any contaminant,
pollutant, dangerous substance wastes (liquid or solid) or toxic substance
(collectively the “Substances”) or the escape thereof in the air or onto
adjacent properties or property including rivers, streams, and ground
waters, whether produced, created or generated before or after the Closing
Date and such release, waiver, discharge shall include any order, decree,
judgment or demand under law, regulation or order applicable thereto.
The County, its successors and assigns, hereby agree to defend, indemnify
and hold harmless Southgate, its successors and assigns from any and all
losses, damages, claims, demands, fines, liabilities, actions, suits arising out
of or in any way connected with any state, quality or condition in, or of, the
Property, including, but not limited to, the existence of any Substances existing
as of, or prior to the Closing Date and thereafter, whether environmental or
otherwise, whether imposed by law, equity or any federal, provincial or
municipal law, rules or regulations or by any regulatory authority.
The provisions of this section shall survive closing and any subsequent sale or
transfer of the County’s interest in the Property.
In the event of and upon the exercise of the Option by the County pursuant to
the provisions of Section 3.1 herein, this Agreement shall then become a
binding agreement of purchase and sale between the Parties hereto, upon the
following terms:
Purchase Price - The Purchase Price of TWO DOLLARS ($2.00) shall be
payable as follows:
By the County paying the deposit pursuant to Section 3.1
above (herein referred to as the “Deposit”) which shall be
credited on account of the Purchase Price on the Closing
Date (as hereinafter defined); and
By the County paying any remaining amount owing on
account of the adjustments as set out in Section 6.1(g) by
way of certified cheque or bank draft drawn on the trust
account of the County’s lawyers, upon delivery of a valid
and registrable Transfer/Deed to the Property as herein
set forth, or if the County may be credited with a payment
pursuant to those adjustments, then the same shall be
paid to the County by way of certified cheque or bank draft
drawn on the trust account of the seller’s lawyers, forthwith
after delivery of such Transfer/Deed.
Closing Date - This Agreement shall be completed on the sixtieth (60th)
day next following the giving of the notice of exercise of the Option pursuant
to Section 3.1 above. In the event the sixtieth day shall fall on a day that is
a Saturday, Sunday or other day on which the applicable Land Registry
Office shall not be open, then this Agreement shall be completed on the
day next following when the applicable Land Registry Office shall be open.
Such day of completion shall be referred to herein as the “Closing Date”.
Warranties and Representations – Southgate hereby represents and
warrants to the County subject to the limitations, if any, expressed hereby
as follows:
Page 21 of 27
Schedule ‘B’ to Grey County By-law 5297-26
Southgate is now and at the Closing Date will be a
municipal corporation existing in good standing under the
laws of the Province of Ontario with full corporate power,
authority and capacity to accept this Agreement and to
carry out the transaction contemplated hereby;
Southgate will at the Closing Date have full and absolute
right and power to convey and transfer to the County or
cause to be conveyed or transferred to the County title to
the Property;
That no buildings on the Property have been or are now
insulated in whole or in part with asbestos, urea
formaldehyde foam or any similar type substance or
insulation.
Covenants – Southgate covenants and agrees with the County as follows:
In addition to the documentation referred to in this
Agreement, to provide the following documents on the
Closing Date:
Transfer/Deed of Land;
Declaration of Southgate, or an officer of Southgate in
the case of a corporation, declaring unequivocally that
Southgate’s ownership of the Property has not been
challenged by anyone during its ownership and
possession of the Property;
Bill of Sale with respect to all chattels (if any);
That the County shall not be liable or responsible in any
way for any agent’s or broker’s or lawyer’s fees in
connection with the agreement which are payable by
Southgate;
To provide the County with vacant possession of the
Property on the Closing Date;
To provide the County on the Closing Date evidence in a
form satisfactory to the County that on the Closing Date
Southgate is the beneficial owner of the Property and is a
resident of Canada for purposes of determining its liability
for tax pursuant to the Income Tax Act;
To provide the County with satisfactory evidence on the
Closing Date that the Seller is in compliance with the
provisions of the Family Law Act;
To discharge at its sole cost and expense, all mortgages,
liens and encumbrances registered on title to the Property
on or before the Closing Date; and
To convey to the County all fixtures and chattels affixed to,
located on and used in conjunction with the Property on
the Closing Date, all such fixtures and chattels to be free
and clear of all encumbrances.
Purchase Price Allocation – [not applicable]
Income Tax Act – The County shall be credited towards the Purchase
Price with the amount, if any, which it shall be necessary for the County to
Page 22 of 27
Schedule ‘B’ to Grey County By-law 5297-26
pay to the Receiver General of Canada in order to satisfy the County’s
liability in respect of tax payable by Southgate under the non-residency
provisions of the Income Tax Act by reason of the sale, and the same shall
be provided for as an adjustment pursuant to Section 6.1(g) below. The
County shall not claim such credit if Southgate delivers on the Closing
Date, the prescribed certificate or a statutory declaration from an officer of
Southgate that it is not, as of the Closing Date, a non-resident of Canada.
Adjustments - Real property taxes on the basis of the calendar year for
which assessed, water and utilities (unless metered) shall be apportioned
and allowed to the Closing Date, it being agreed that the expenses and
revenues of the Closing Date shall be allocated to the County.
Title - The County shall be allowed up to and including the tenth (10th) day
prior to the Closing Date to examine the title to the Property at its own
expense.
Planning Act - Provided that this Agreement shall be effective to create
an interest in the Property only if the provisions of the Planning Act are
complied with by Southgate on or before the Closing Date and Southgate
covenants to proceed diligently at its expense to obtain any necessary
consents and approvals on or before the Closing Date.
Damage - The Property and all other things being purchased shall be and
remain until the Closing Date at the risk of Southgate. Southgate shall hold
all insurance policies, if any, and the proceeds thereof in trust for the
Parties as their interests may appear and in the event of damage, the
County may either terminate this Agreement whereupon the Deposit shall
be returned forthwith to the County or else take the proceeds of any
insurance and complete the transaction.
Risk - From and including the Closing Date, the Property shall be entirely
at the risk of the County and the County shall accept and assume all
responsibilities and liabilities arising out of or in any way connected with
the Property whether they arose before, on or after the Closing Date and,
without being limited by the foregoing, include any state, nature, quality or
condition in, on under or near the Property existing on Closing, whenever
and however arising, whether known or unknown environmental or
otherwise, and whether such responsibilities and liabilities are imposed
by law, equity or any authority.
HST - The County agrees that it will be as at the Closing Date a registrant
for Harmonized Sales Tax (HST) under the Excise Tax Act, R.S.C. 1985,
as amended, and will provide evidence of same in form and substance
reasonably satisfactory to Southgate or its lawyers at the Closing Date,
including without limitation, a statutory declaration sworn by a senior officer
of the County confirming the County’s HST registration number and that
such registration continues to be in full force and effect and an indemnity
to Southgate for any HST claimed from Southgate in the event the County
does not pay the HST payable by it in respect of this transaction.
Electronic Registration – The Parties acknowledge that the Teraview
Electronic Registration System (“TERS”) is operative and mandatory in the
Land Registry Office for the Land Titles Division of Grey No.16. The Parties
shall each retain a lawyer who is an authorized TERS user and who is in
good standing with The Law Society of Ontario. The Parties shall each
authorize their respective lawyer to enter into a document registration
agreement in a form provided for on the website of the Law Society of
Page 23 of 27
Schedule ‘B’ to Grey County By-law 5297-26
Ontario as a current form of such agreement. The delivery and exchange
of documents and closing funds and the release thereof to Southgate and
the County, as the case may be:
shall not occur contemporaneously with the registration of
the Transfer/Deed of land and other registrable
documentation, if any; and
shall be governed by the document registration agreement
pursuant to which lawyer receiving any documents or
funds will be required to hold same in escrow and will not
be entitled to release except in strict accordance with
provisions of the document registration agreement.
The County shall be responsible for the payment of Land Transfer Tax and
registration fees and any other taxes and fees payable in connection with
the registration of the Transfer/Deed of the Property.
Southgate shall pay its own legal costs, disbursements, and registration
costs. The County is responsible for paying all of its legal costs and
disbursements.
Entire Agreement
This is the entire agreement between the Parties in respect of the option to
purchase granted hereby, and there are no other terms, obligations, covenants,
representations, warranties, statements or conditions oral or otherwise of any
kind whatsoever except as may be set out in the provisions of the Donation
Agreement.
No amendment or modification to this Agreement shall be effective except as
set out in writing and signed by the Parties.
This Agreement is made pursuant to and shall be governed by and construed
in accordance with the laws of the Province of Ontario and shall be treated in
all respects as an Ontario contract.
Survive Closing
Notwithstanding any presumption to the contrary, all covenants, conditions,
warranties and representations contained in this Agreement which by their
nature either impliedly or expressly involve performance in any particular after
the Closing Date or which cannot be ascertained to have been fully performed
until after the Closing Date shall survive the Closing Date.
Time
Time shall in all respects be of the essence of this Agreement provided that the
time for doing or completing of any matter provided for herein may be extended
or abridged by an agreement in writing signed by the Parties or by their
respective solicitors who may be specifically authorized in that regard.
General
This Agreement shall be binding upon and enure to the benefit of Southgate
and the County and their respective successors and assigns.
Any tender of documents or money hereunder may be made upon Southgate
or the County or their respective lawyers on the Closing Date.
Headings & Counterparts
Page 24 of 27
Schedule ‘B’ to Grey County By-law 5297-26
All captions and headings herein are intended only as a matter of convenience
and for reference and in no way define, limit or describe the scope of this
Agreement or the intent of any provisions hereof.
This agreement may be executed in any number of counterparts, each of which
is an original and all such executed counterparts taken together constitute a
single document. Counterparts may be transmitted by fax or in electronically
scanned form. Parties transmitting by fax or electronically will also deliver the
original counterpart to the other Party, but failure to do so does not invalidate
this Agreement.
IN WITNESS WHEREOF Southgate and the County have executed this Agreement on
the day and date first above written.
The Corporation of the County of Grey
_______________________________
Andrea Matrosovs, Warden
_______________________________
Tara Warder, Clerk
We have the authority to bind the Corporation.
The Corporation of the Township of Southgate
_______________________________
Brian Milne, Mayor
_______________________________
Lindsay Green, Clerk
We have the authority to bind the Corporation.
Page 25 of 27
Schedule ‘B’ to Grey County By-law 5297-26
APPENDIX “1” to Option to Repurchase Property Agreement
LEGAL DESCRIPTION OF LANDS
All those lands comprising of:
Part of Lots 240 Concession 1 South West of the Toronto Sydenham
Road, geographic Township of Proton, Township of Southgate being Part
6 on Reference Plan 16R-11871, being part of the lands presently
bearing PIN 37268-0507 (R)
Part of Lots 236-237 Concession 2 South West of the Toronto Sydenham
Road, geographic Township of Proton, Township of Southgate being Part
22 on Reference Plan 16R-11871, being part of the lands presently
bearing PIN 37268-0610 (LT)
Page 26 of 27
Schedule ‘B’ to Grey County By-law 5297-26
SCHEDULE “E”
REFERENCE PLAN
Page 27 of 27
---
Attachment: 5298-26 A By-law to Authorize the Warden and Clerk to Execute an amendment to MOU ROMP.pdf
Source: https://helpos.ca/attachments/b1a2426bf48c60d176a871a78f6cdb1dcdd72da4406737db9837a553016d8f86/8-4-5298-26-a-by-law-to-authorize-the-warden-and-clerk-to-execute-an-amendment-to-mou-romp-pdf.pdf
Corporation of the County of Grey
By-Law 5298-26
A By-law to Authorize the Warden and Clerk to Execute an
amendment to the Memorandum of Understanding Between the
Corporation of the County of Grey, The Corporation of the City of
Owen Sound and Rural Ontario Medical Program
WHEREAS Section 8 of the Municipal Act, 2001, as amended provides that a
municipality has the authority to govern its affairs as it considers appropriate and
enables the municipality to respond to municipal issues;
AND WHEREAS the Corporation of the County of Grey, the Corporation of the City of
Owen Sound, and Rural Ontario Medical Program (“ROMP”) entered into a
Memorandum of Understanding (“MOU”) on December 18, 2024, through By-law 5210-
24 for the purpose of providing accommodations to medical residents;
AND WHEREAS pursuant to the MOU the Corporation of the County of Grey has
secured a lease of a residence in Owen Sound for the ROMP Medical Student
Residence;
AND WHEREAS Council of the County of Grey adopted the recommendations of the
Committee of the Whole, including resolution CW103-26, from its June 25, 2026,
meeting, authorizing the execution of an Amending Agreement to amend the MOU
between the Corporation of the County of Grey, the Corporation of the City of Owen
Sound, and ROMP and also authorizing the renewal of the property lease for the ROMP
Medical Student Residence;
NOW THEREFORE BE IT RESOLVED THAT THE COUNCIL OF
THE CORPORATION OF THE COUNTY OF GREY HEREBY ENACTS AS FOLLOWS:
1. The Warden and Clerk are hereby authorized and directed to execute, and the Clerk
to affix the Corporate seal thereto, all documents as may be necessary to give effect
to this By-law.
2. The Amending Agreement attached hereto as Schedule ‘A’ forms and becomes part
of this By-law.
3. This By-law shall come into full force and effect upon the date of final passing
thereof.
ENACTED AND PASSED this 13th day of August, 2026.
___________________________ ______________________________
WARDEN: Andrea Matrosovs CLERK: Tara Warder
---
Attachment: By-law 5298-26 Schedule A Amending Agreement No. 1 - Medical Residents Accommodation - 2026.pdf
Source: https://helpos.ca/attachments/fa6725dc4776a942fceecb4c695e687cdf42c1854404b465c24bdb2f3ef8bc24/8-5-by-law-5298-26-schedule-a-amending-agreement-no-1-medical-residents-accommodation-2026-pdf.pdf
Schedule A to By-law 5298-26
Amendment #1: Memorandum of Understanding
for Medical Residents Accommodation
This Amending Agreement is effective this ___ day of _____ 2026, between:
The Corporation of the County of Grey
(referred to in this Agreement as the “County”),
- and -
The Corporation of the City of Owen Sound
(referred to in this Agreement as the “City”);
- and -
Rural Ontario Medical Program
(referred to in this Agreement as the “ROMP”);
WHEREAS the County, the City, and ROMP entered into a Memorandum of
Understanding for Medical Residents Accommodation dated and effective December
18, 2024 (the ‘Principal Agreement’);
AND WHEREAS the Parties have agreed to enter into an amending agreement to
extend the term of the Principal Agreement;
AND WHEREAS the County has secured an extended Lease of the Premises for an
additional two-year period ending August 31, 2028;
NOW THEREFORE in consideration of the mutual covenants and agreements below
and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows:
Amendments
Amend clause 1.1 b) of the Principal Agreement as follows:
“a) “Lease” means the Agreement of Lease dated August 7, 2024, and as renewed
through a new Agreement of Lease dated the _____ of __________, as amended from
time to time;”
Amend clause 1.1 d) of the Principal Agreement as follows:
“d) “Premises” means the rental unit in Owen Sound secured under the Lease;”
Memorandum of Understanding Amendment #1 Page 1 of 3
Schedule A to By-law 5298-26
Amend clause 2.1 of the Principal Agreement to change the termination date
from August 31, 2026, to August 31, 2028.
Add clause 4.2 g) to the Principal Agreement as follows, that the County shall:
“g) Provide lawn maintenance at the Premises, at its expense, during the term
of this Agreement (at the approximate cost of $1,000.00 - $2,000.00 per year).”
Add clause 4.3 h) to the Principal Agreement as follows, that the City shall, at its
own expense:
“h) Provide garbage bag tags to the Premises, during the term of this
Agreement.”
Remaining Terms
All remaining terms of the Principal Agreement remain unchanged and in full
force unless changed by written amendment.
Counterparts
This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original and all of which, taken together shall
constitute one and the same instrument. Counterparts may be transmitted by
fax or in electronically scanned form.
The Parties, intending to be legally bound, have executed this Amending Agreement on
the date first written above.
The Corporation of the County of Grey
_______________________________
Andrea Matrosovs, Warden
_______________________________
Tara Warder, Clerk
We have the authority to bind the County.
The Corporation of the City of Owen Sound
_______________________________
Ian Boddy, Mayor
Memorandum of Understanding Amendment #1 Page 2 of 3
Schedule A to By-law 5298-26
_______________________________
Briana Bloomfield, Clerk
We have the authority to bind the City.
Rural Ontario Medical Program
_______________________________
Per: Michelle Hunter
Title: Manager
I have the authority to bind the ROMP.
Memorandum of Understanding Amendment #1 Page 3 of 3
---
Attachment: 5299-26 A By-law to Provide for Removal of Nuisance Beaver.pdf
Source: https://helpos.ca/attachments/3673747a2dc666ae2bba0f847aebb1aa8bfec1d0605268f248400d6b8fbb821b/8-6-5299-26-a-by-law-to-provide-for-removal-of-nuisance-beaver-pdf.pdf
Corporation of the County of Grey
By-Law 5299-26
A By-law to Provide for the Removal of Nuisance Beaver
WHEREAS Ontario Regulation 665/98 under the Fish and Wildlife Conservation Act,
1997, S.O. 1997, c. 41 permits a municipality to hire a person to hunt or trap furbearing
mammals within the boundaries of the municipality;
AND WHEREAS the Corporation of the County of Grey (the “County of Grey”) may,
pursuant to Section 11 of the Municipal Act, R.S.O. 2001, as amended, pass such by-
laws to enable it to govern its affairs as it considered appropriate and to enhance its
ability to respond to municipal issues including the health, safety, and well-being or
protection of persons and property;
AND WHEREAS the Council of the County of Grey deems it desirable to implement a
control and management program of nuisance beavers in order to maintain and
enhance the safety and welfare of the residents of the County of Grey;
NOW THEREFORE BE IT RESOLVED THAT THE COUNCIL OF
THE CORPORATION OF THE COUNTY OF GREY HEREBY ENACTS AS FOLLOWS:
1. The County of Grey shall provide payment to a licensed trapper that has been
authorized by the County of Grey for each beaver that has been found damaging or
destroying a landowner’s property within the geographic area of the County of Grey,
subject to the following conditions:
1.1 The trapper must submit an authorization form to the County of Grey and must
obtain the County of Grey’s authorization prior to trapping if they intend to seek
payment from the County of Grey;
1.2 The trapper shall hold a valid licence from the Ministry of Natural Resources to
trap the beaver;
1.3 The trapper shall only trap in accordance with the terms and conditions of the
licence;
1.4 The trapper shall be a permanent resident of the geographic area of the County
of Grey unless otherwise approved by the Council of the County of Grey;
1.5 The land must be within the geographic area of County of Grey but must not be
in the ownership of the County of Grey or its member municipalities;
1.6 The removal and destruction of the beaver shall occur by methods sanctioned
by the Ministry of Natural Resources;
1.7 Without limiting any other provision, the trapper shall not abandon the pelts,
which shall be disposed of by methods sanctioned by the Ministry of Natural
Resources;
1.8 The trapper shall have, at the time of trapping or hunting, on their person,
written proof of authorization from the County of Grey and consent from the
landowner, or the person in control of the land, to act as their agent;
1.9 A designated person of the local municipality in which the trapping occurred
shall mark the carcass by removing the end of the tail from the carcass and
shall provide certification to the Clerk of the County of Grey that such
identification has occurred;
1.10 After the local municipality provides certification to the County of Grey, the
authorized trapper shall submit a request for payment to the County of Grey.
2. The aforementioned authorization form shall be in the form prescribed by the Clerk
of the County of Grey from time to time, which will include but is not limited to, the
following information:
2.1 Landowner’s name and address;
2.2 Location of the beaver problem;
2.3 Description of the beaver problem;
2.4 Landowner’s consent and authorization;
2.5 Name, permanent address, and licence number of the trapper who is acting as
the landowner’s agent.
3. The records pertaining to any and all payments authorized by this By-law, including
all forms referred to in this By-law, shall be filed with the Clerk of the County of Grey
and retained by the Clerk for a minimum of two years from the date of payment
authorization. Such records shall be made available to authorized conservation
officers upon request.
4. Nothing in this By-law supersedes the Fish and Wildlife Conservation Act and its
associated regulations.
5. Trappers are responsible for adhering to all applicable legislation.
6. The payment to any licensed trapper, who has satisfied the requirements of this by-
law, shall not exceed a maximum of
6.1 $25 per beaver up to and including December 31, 2026;
6.2 $50 per beaver beginning on January 1, 2027.
7. By-laws 3274-91 and 4114-04 are hereby repealed.
8. This By-law shall come into force and effect on the date of final passing.
ENACTED AND PASSED this 13th day of August, 2026.
___________________________ ______________________________
WARDEN: Andrea Matrosovs CLERK: Tara Warder
---
Attachment: 5300-26 A By-law to provide for the control of coyotes or wolves.pdf
Source: https://helpos.ca/attachments/895e2a6ae05d9494eca1e0c3696b06b3dc052414f50a21074e935ec3eba54f4e/8-7-5300-26-a-by-law-to-provide-for-the-control-of-coyotes-or-wolves-pdf.pdf
Corporation of the County of Grey
By-Law 5300-26
A By-law to Provide for the Control of Coyotes or Wolves
WHEREAS Ontario Regulation 665/98 under the Fish and Wildlife Conservation Act,
1997, S.O. 1997, c. 41 permits a municipality to hire a person to hunt or trap furbearing
mammals within the boundaries of the municipality;
AND WHEREAS the Corporation of the County of Grey (the “County of Grey”) may,
pursuant to Section 11 of the Municipal Act, R.S.O. 2010, as amended, pass such by-
laws to enable it to govern its affairs as it considered appropriate and to enhance its
ability to respond to municipal issues including the health, safety, and well-being or
protection or persons and property;
AND WHEREAS the Council of the County of Grey deems it desirable to implement a
control and management program of certain predators in order to maintain and enhance
the safety and welfare of the residents of the County of Grey;
NOW THEREFORE BE IT RESOLVED THAT THE COUNCIL OF
THE CORPORATION OF THE COUNTY OF GREY HEREBY ENACTS AS FOLLOWS:
1. The County of Grey shall provide payment to a licensed trapper or a licensed hunter
that has been authorized by the County of Grey for each coyote or wolf that has
been found damaging or destroying a property within the geographic area of the
County of Grey, subject to the following conditions:
1.1 The hunter or trapper must submit an authorization form to the County of Grey
and must obtain the County of Grey’s authorization prior to hunting or trapping if
they intend to seek payment from the County of Grey;
1.2 The hunter or trapper shall hold a valid licence from the Ministry of Natural
Resources to hunt or trap the coyote or wolf;
1.3 The hunter or trapper shall only hunt or trap in accordance with the terms and
conditions of the licence;
1.4 The hunter or trapper shall be a permanent resident of the geographic area of
the County of Grey unless otherwise approved by the Council of the County of
Grey;
1.5 The land must be within the geographic area of County of Grey but must not be
in the ownership of the County of Grey or its member municipalities;
1.6 The removal and destruction of the coyote or wolf shall occur by methods
sanctioned by the Ministry of Natural Resources;
1.7 Without limiting any other provision, the hunter or trapper shall not abandon the
pelts, which shall be disposed of by methods sanctioned by the Ministry of
Natural Resources;
1.8 The hunter or trapper shall have, at the time of trapping or hunting, on their
person, written proof of authorization from the County of Grey and consent from
the landowner, or the person in control of the land, to act as their agent;
1.9 A designated person of the local municipality in which the trapping or hunting
occurred shall be presented with the ears from the carcass and shall provide
certification to the Clerk of the County of Grey that such identification has
occurred, after which the designated person at the local municipality shall
destroy the ears;
1.10 After the local municipality provides certification to the County of Grey, the
authorized hunter or trapper shall submit a request for payment to the County of
Grey.
2. The aforementioned authorization form shall be in the form prescribed by the Clerk
of the County of Grey from time to time, which will include but is not limited to, the
following information:
2.1 Landowner’s name and address;
2.2 Location of the predation;
2.3 Description of the predation;
2.4 Landowner’s consent and authorization;
2.5 Name, permanent address, and licence number of the hunter or trapper who is
acting as the landowner’s agent.
3. Nothing in this By-law supersedes the Fish and Wildlife Conservation Act and its
associated regulations.
4. Hunters and trappers are responsible for adhering to all applicable legislation.
5. The records pertaining to any and all payments authorized by this By-law, including
all forms referred to in this By-law, shall be filed with the Clerk of the County of Grey
and retained by the Clerk for a minimum of two years from the date of payment
authorization. Such records shall be made available to authorized conservation
officers upon request.
6. The payment to any licensed hunter or trapper, who has satisfied the requirements
of this by-law, shall not exceed a maximum of:
6.1 $50 per wolf or coyote up to and including December 31, 2026;
6.2 $100 per wolf or coyote beginning on January 1, 2027.
7. By-law No. 3332-92 is hereby repealed.
8. This By-law shall come into force and effect on the date of final passing.
ENACTED AND PASSED this 13th day of August, 2026.
___________________________ ______________________________
WARDEN: Andrea Matrosovs CLERK: Tara Warder
---
Attachment: 5301-26 - By-law to Confirm the Proceedings of Council (August 13) of the Corporation of the County of Grey.pdf
Source: https://helpos.ca/attachments/32b7b8e8f3253371ef92260fcb0f272a1de1c8d54df061e7f553a23d9f6d3715/8-8-5301-26-by-law-to-confirm-the-proceedings-of-council-august-13-of-the-corporation-of-the-c.pdf
Corporation of the County of Grey
By-law 5301-26
A By-law to confirm all actions and proceedings of the Council
WHEREAS Section 5 of the Municipal Act, 2001, as amended, states that the powers of
a municipality shall be exercised by its Council;
AND WHEREAS Section 5 (3) of the Municipal Act, 2001, as amended, provides that
municipal powers shall be exercised by by-law;
NOW THEREFORE BE IT RESOLVED THAT THE COUNCIL OF
THE CORPORATION OF THE COUNTY OF GREY HEREBY ENACTS AS FOLLOWS:
1. The actions of the Council of the Corporation of the County of Grey at its meetings
held from July 23, 2026, to date, in respect of each recommendation contained in
the Reports to Committee of the Whole, and each motion and resolution passed,
and any other actions taken by Council at these meetings are hereby adopted and
confirmed as if such proceedings were expressly embodied in this By-law.
2. The Warden and proper officers of the Corporation of the County of Grey are hereby
authorized and directed to do all things necessary to give effect to the said action, to
obtain approvals where required and to execute all documents necessary in that
behalf.
ENACTED AND PASSED this 13th day of August, 2026.
___________________________ ______________________________
WARDEN: Andrea Matrosovs CLERK: Tara Warder