". THE CORPORATION OF LOYALIST TOWNSHIP
BY-LAW 98·64
Being a By-law to Authorize the Reeve and Clerk to Execute Agreement with the St. Lawrence Parks Commission regarding the Fairfield Park Property
WHE.REAS the Council of The Corporation of loyalist Township deems it desirable to obtain title to the Fairfield Park property from the St. Lawrence Parks Commission;
AND WHEREAS the Council of The Corporation of Loyalist Township and the Ontario Heritage Foundation have agreed to abide by certain covenants, easements and restrictions which shall run with the property forever.
NOW THEREFORE the Council of The Corporation of Loyalist Township enacts as follows:
1. That the Reeve and Clerk be authorized to execute agreement to transfer title for the Fairfield Park property from the St. Lawrence Parks Commission in the general form and substance as per Schedule 'P:, attached hereto.
2. This by-law shall come into force and take effect on the date of its passing by the Council of The Corporation of loyalist Township.
ENACTED AND PASSED this 14th day of April 1998.
REEVE ~£E.o,- CLERK , . Schedule· II A"
THIS AGREEMENT made in quadruplicate this· 1st· day of May ,1998.
BETWEEN:
ST. LAWRENCE PARKS COMMISSION (hereinafter called the "Commission")
OF THE FIRST PART,
- and-
THE CORPORATION OF LOYALfSTTOWNSHIP (hereinafter called the "Township")
OF THE SECOND PART.
WHEREAS:
A. The Commission is the registered owner of lands described as part of Lots 36 and 37, Concession 1, in the Loyalist Township, former Township of Ernes}own, in the County of Lennox and Addington, which are more particularly described in Schedule "A" attached hereto (hereinafter referred to as the "Property");
B. There is located on the Property an historic house commonly known as "Fairfield House" or "The Fairfield White House";
C. The Commission is the owner of a collection of household artifacts, furnishings and archival materials associated with Fairfield House, more particularly described in Schedule "Btl attached hereto (hereinafter referred to as the "Collection");
D. It is the intention of the parties that the Commission shall transfer to the Township all right, title and interest it has in the Property and the Collection;
E. The Commission and the Township agree that Fairfield House, including the Collection, shall be operated as an historic site with reasonable public access it being further agreed that there will be no access to any part of the Collection while it is being held in secure storage without the Township's written approval;
F. The Township has agreed to accept the Property and the Collection upon the terms and conditions stated herein;
G. The Commission was formerly described as The Ontario~St. Lawrence Development Commission by Section 2 of The Ontario-Sf. Lawrence Development Commission Act, 1955, S.O. 1955, c.59, which corporate name has now been changed to S1. Lawrence Parks Commission by Section 2 of the Sf. Lawrence Parks Commission Act, RS.O. 1990, c.S.24, which came into force on December 31, 1991;
H. The Council of the Township, atits meeting of April 14th ,1998 passed a By-law Number 98-64 authorizing the Township to enter into this agreement
and at its meeting of APril 14th I 1998 pas·sed a By-law number 98-64 authorizing the Township to grant a heritage conservation easement to the Ontario Heritage Foundation;
NOW THEREFORE the Commission, in consideration of the sum of Two Dollars ($2.00), the receipt ofwhic:h is hereby acknowledged, and the Township hereby agree to the transfer of the Property and the Collection subject to the following terms and conditions: 2 "'-- /
Transfer of Title to the Property
1. Subject to the terms of this Agreement, transfer of the title to the Property shall close on the first business day which occurs :four (4) weeks after the later of the following two events:: .
(a) satisfaction of tile condition, speCified in paragraph 11 of this Agreement, that the Commission obtain the required Order in Council; or
(b) execution of this Agreement by both parties.
2. On closing, the Commission shall deliver to the Township a Transfer/Deed of Land . (hereinafter referred to as the "Deed") for the Property. The Township acknowledges that the Property and the title are being transferred to the Township in an lias is" state subject to the following:
(a) the Property shall be free and clear of any registered mortgage or lien. Provided that should there be on title at closing any such mortgage or lien, the Township shall accept the Commission's undertaking to obtain and register a discharge of the same within a reasonable time following closing; and
(b) the Township covenants, which covenant shall survive cloSing, that the Property and Fairfield House, including the Collection, shall be operated by the Township as an historic site, including:
(i) subject to the requirements of the Easement (defined in paragraph 2(c», the maintenance of the Fairfield House as a restored period house in approximately its existing exterior condition, and, if practical, includes such interior restorations as further improve the building as representative of a Loyalist period dwelling;
(ii) the provision by the Township of reasonable public access to Fairfield House on a regular basis;
(iii) the provision by the Township of reasonable public access to the grounds of the Property, for recreational uses of the grounds;
(iv) ownership of the Property (which includes the Fairfield House) and the Collection shall not be severed or partitioned in any respect and shall be maintained in accordance with the requirements of this Agreement at all times; and
(c) the grant to the Ontario Heritage Foundation of a heritage conservation easE~ment, pursuant to section 22 of the Ontario Heritage Act, as amended, in the form attached hereto as Schedule "C", which sllall be registered immediately following the Deed as a first encumbrance upon title.
3. Upon delivE~ry of the Deed from the Commission to the Township, all risk and costs in connection with the Property and the fulfilment of the Township's continuing. covenants under this Agreement shall be the Township's sole responsibility.
Transfer of the Collection
4. At or before the time of the delivery of the Deed to the Township, the Commission shall provide the Township with a Bill of Sale evidencing the transfer by the Commission to the T own~hip of all right, title and interest that the Commission has in the Collection. .... i~ 3
5. Upon delivery of the Bill of Sale to the Township, the Township assumes all risk and costs associated with the ownership of any part of the Collection regardless of where any part of it is situated.
6. The Collection is to be transferred under the Bill of Sale to the Township in an "as is" condition.
7. The Township covenants, which covenant shall survive closing, as follows:
(a) the Township shall use its best efforts to maintain the Collection in its existing condition based on recognized conservation standards;
(b) the Commission or its representatives shall be permitted at all reasonable times, upon at least twenty-four (24) hours prior written notice, to enter upon and inspect the Property and Fairfield HOlJse to examine the Collection, or at such other locations as any part of the Collection may be situate.
Transfer Costs
8. The Township acknowledges and agrees that it shall be responsible for its own legal costs in connection with the completion of this Agreement and the registration of the Deed, and for any survey of the Property, should a survey be required in order to complete the transfer of the Property.
Recognition
9. The Township covenants, which covenant shall survive closing, that:
(a) the Property and the Collection shall be known and referrecl to as uThe Fairfield White House";
. (b) recognition shall be provided, by the Township or its agents, in the form of a plaque and in any appropriate published material acknowledging the gifts to the Township' from the liSt. Lawrence Parks Commission"; and
(c) the contribution of the Fairfield family shall be recognized in a similar manner as stated in sub-paragraph 9(b).
Breach
10. In the event of a breach of any term or condition of this Agreement by either or both parties hereto, the parties hereto agree to negotiate for a reasonable period of time in good faith to attempt to remedy the breach in a manner mutually satisfactory to the parties hereto before exercising their strict legal rights by action or otherwise.
Order in Council
11 . This Agreement is conditional upon the Commission obtaining the approval of the Lieutenant Governor in Council pursuant to Section 6 of the St. Lawrence Parks Commission Act, RS.O. 1990, c.S.24, as amended, for the disposition of the Property. < I II ! t 1 '
4 , .
, I Severability of Covenants
12. The Township and the Commission agree that should any particular covenant or covenants be declared invalid or unenforceable, the validity and enforceability of the remaining covenants shall not be affected.
Headings
13. The parties agree that the headings in this Agreement form no part of the substance of the covenants and have been inserted for convenience of refen~nce only.
Successors and Assigns
14. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. The Township may not assign this Agreement without the prior written approval of the Commission.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by affixing their corporate seals attested to by the signatures of their proper officers duly authorized in that behalf.
SIGNED, SEALED AND DELIVERED ST. LAWRENCE PARKS COMMISSION
per:
Acting General Manager: Michael Paradis
we have authority to bind the corporation 1 I I THE CORPORATION OF LOYALIST I TOWNSHIP, I per:
Reeve: Paul Gilmore
: Diane Pearce
we have authority to bind the corporation " , - " 5
Schedule" A"
Attached to and forming part of the Agreement between St. Lawrence Parks Commission, of the first part, and The Corporation of Loyalist Township, of the second part, dated as of the day of , 1998.
Legal Description
Part Lots 36 and 37 Broken Front Concession Loyalist Township, former Township of Emestown County of Lennox and Addington Registry Division of Lennox:
Part 1 on Reference Plan 29R-7358 · " 6
Schedule "8"
Attached to and fonlling part of the Agreement between St. Lawrence Parks Commission, of the first part, and The Corporation of Loyalist Township, of the second part, dated as of the day of , 1998.
Collection .:- '. .
FAIRFIELD HOUSE (INVENTORY OF ITEMS CONTAINED WITIDN FAIRFIELD HOUSE, AMHERSTVIEW, ONTARIO)
F 1· A-C Secretary - desk
F 3A Highpost bed and cornice
F6 Side chair, lyre-splat back. One of set
FIOA Side chair
F13 Sofa, with 2 cylindrical cushions
F 16 Pembroke table
F I 7 Pedestal table
FI8.l-3 Dining room drop-leaf table and 2 D-ends
F19 .. Work stand, lyre-based. Base, top, lid - separate at present
F20 Fireplace fender, brass
F21.1-i Andirons, cast iron with heart motif, open ring top
F24 Candle stand, octagonal top. Top loose.
F26 Piano stool
F27 . Fireplace fender, wire screen with brass upper and lower rails
F30.1-2 Andirons, iron
F35 A, B Dough box
F36 Chair, arrowback. Painted brown.
F39 Grey bench (office)
F40 wood box - seat (sled), step stool, white 2 door kitchen cupboard (kitchen), brown washstand (kitchen)
F44A Bed end, spool turnings
F45 Windsor chair
F46A Chest of drawers, 3 drawers
F47 A Mirror stand. Spool turned posts on footed base. No mirror attached - attachment rrussmg
F47B Mirror, loose in frame
F49A, B Rocker with arms, ladderback. Cushion of old ingrain carpet.
F52 Washstand. Painted ivory. Drawer and 2 doors below scrolled gallery top.
FAIRFIELD WHITE HOUSE INVENTORY 1 'I t
F54 Ladderback with woven leather seat. Had homemade upholstery, now packed elsewhere
F62 Fancy chair
F65 Chair, "Fancy" type with homemade upholstered seat. Painted graining overpainted.
F74 Shoemaker's bench
F78 Foot board
F79 Stand
F85 Spindle back chair, no seat
F87 Child's high chair
F9I Click reel
F92A, B Walldng wheel
F95 Candle mould in wooden frame
F97 Tool chest. "Packsaddle Forge"
F99 Night table - drawer
FIOOA Wash bowl stand (1 door packed with small furniture pieces)
FI03 Table, unusually shaped legs. Black paint
F 11 0 Rocking horse
FI13 Small tea chest. Sides only
F114 Tea chest
F116 Tea chest, cubical. Top gone
FI27 Dry barrel, Top and bottom gone.
FI28 Dry keg. Top gone
F130 A, B Splint basket with separate top. Large, wide bottom, narrowed to neck.
FAIRFIELD WHITE HOUSE INVENTORY 2 II ! I .;
FAIRFIELD HOUSE - Miscellaneous Non-Inventoried Boxes
126 boxes (FF 1 to FF 48, FF 50 to FF 51, FF 53 to FF 54, FF 56 to FF 129) containing miscellaneous non-inventoried artifacts, documents, research files, periodicals, books, archival notes, etc
FAIRFIELD WHITE HOUSE INVENTORY 3 ,II , I".
FAIRFIELD INVENTORY STORED AT MacCOSiIAM STORAGE 56 Railway Street, Kingston, Ontario, K7K 2L8 613-546-3621
F2 Sofa, body with lines of country Sheraton, two front feet turned; back, sides, and seat covered with green oil cloth.
F3 B-E High post bed with architectural valance. B: Ends comprising heavy turned posts, rail and end boards, one of which is higher than the other and upholstered (NOTE: F3A is at Fairfield House) C&D: Side rails cut for slats. E: Valance, wooden, 3- sided. .
F4 Window valance, wooden, architectural
F5, 7,8,9 Sidechairs (4), carved foliage crest, splat pierced with upside-down heart, slip sea, saber legs. 5: In pieces A-C, 8: crest cracked.
Fll Table, slender tapered legs, 1 drawer, replacement top, has been painted off-white
F12 A-J Spinet, marked above keyboard "John Wallen/Patent Piano Forte ManufacturerlLeicester Place, London." Seven tapered turned legs with casters (B-H) screwed into case. Case is 65" long and 23 WI wide, decorated with inlaid banding. Further notes about legs. Block I was on leg D; blockJ on E. The brass band is fInn only on Leg B; D, E and G lack brass bands.
F14 Sofa, low, Victorian, camel back, anns and back upholstered.
F15 Easy chair, buttoned upholstery, trestle feet, legs and arms joined by two turned stretchers.
F31 A-D Dining table, elliptical with tapered octagonal legs; extends to take 3 extra leaves
F32 Kitchen table, 71" long, 3411 wide plus a narrow drop leaf, heavy tapered legs with cham:l:ering, arched skirt, one drawer; has been painted white, top covered with many layers of oil cloth.
F37 Stool, circular dished seat, tuned legs, height 21 7(8 11
F38 Kitchen sideboard, 2 small drawers ab(we 2 doors, back board of gallery with balanced cyma curves
F40 Woodbox-settle, heavily constructed with seat hinged on dowels" old reddish brown paint, 32 3/4" high at back, 21 3/4" high at front~ 38" long and 21 3/411 wide
F42 Blanket chest. 44" long, 17 WI wide, unpainted
F43 Day bed, pine frame with coil springs, heavy turned vase shaped feet with casters, 2 thin mattresses '.
F44 B-E Bed, spool turned, Jenny Lind type; foot, arcaded crest with spool columns; head, solid with erude panels; sides with balanced eyma curves. Fitted with patented "Noiseless" bedsprings, 1872. {NOTE: F44A bed end at Fairfield House)
F46B Chest of drawers (NOTE: F46A at FairfIeld House)
F48 Washstand, 32 WI long by 17 W' wide, opening for washbowl, fInely turned legs, cut pack lower shelf had been converted to corner dressing table
FAIRFIELD WHITE HOUSE INVENTORY 4 FSO A-D Washstand, solid top, turned legs, lower shelf with front edge cut back; volute ended splashback (B) and scrolled supports (C.D) for towel rods found in attic
FSI Cabinet, 52" long with 2 doors, one on each side of a centre panel, short turned legs
FS3 Chest of drawers with elliptical mirror in lyre stand between 2 small step back drawers above 3 long drawers; painted buff; mirror and stand separated from top of case.
F56 - 58 Sidechairs (3), carved rose and foliate crests, pierced splats, slip seats
F59 - 64 Fancy chairs (6), bamboo, rush seated but now with a variety of replacements; 4 painted brown, 2, white
F66 Hitchcock type sidechairs, painted dark buff
F67 Commode stand, small form with hole i,n top and shelf below
F68 Chest, unpainted pine, 25 W' long, IS" wide, 12 W' high, moulding around base
F69 Washstand, closed, dark stain; moulded, overhanging drawer above two doors, high arched splashback, towel bars
F70 School desk, 65 1/4" long with hinged, slant top, original grey-blue paint
F73 Bobbin winder, crude, unpainted, wheel damaged and repaired, one replacement leg from a chair
F80 Case of drawers, 9 in all; lower portion of case contains 1 long drawer and 2 side-by side; upper section stepped back from lower; 3 tiers of drawers; original black and red paint, wooden pulls
FSI Arrowback sidechair, branded J.H. Fry under seat, side stretchers missing, painted white
F82 Arrowback sidechair, similar to FRY chair, dished and shaped seat, front stretcher missing, painted brown over coral and black graining
FS3-86 Rodback chairs (4), turned posts, back of 2 slats between which are 3 slender spindles, splint seat, box stretchers. 3 painted black, 1 retains some black; varying degrees of completeness of seats
F88 Child"s armchair made from a ladderback by using former seat rails for arms and supporting new seat on 3 top stretchers; sausage turned posts, tops sawn off, original red paint
F90 Armchair, ladderback, ball fInials on plain turned back post~.. tops of front posts are domed disks, painted black over original colour, I)plint seat
F93 Walking wheel, base possibly ash, 43" long, head missing
F94 Candle mould, wooden stand, 24 7/S" long, containing 12 pewter moulds
F96 Candle mould stand, wooden, with only 3 pewter moulds remaining and one of the conical, threaded mould tips
F98 Washstand, circular opening in top, shelf below with gallery, gallery around top has back board with balanced cyma curves; painted rosewood graining beset seen on back
FAIRFIELD WHITE HOUSE INVENTORY 5 I. . II • i " ];, _, ,~,I l
FlOl.I-3 Bastard table, result of crossing mate of F 100 with a drop leaf table; along with left over parts of parents
FIOl.l: Table with legs and skirt from washbowl stand matching F100 and top made up of one drop-leaf with attached board and a second rough board
F101.2: Ewer holder, disk with X-stretchers from former washbowl stand
FIO!.3: Partial table top with drop leaf matching that used on FlO!.l
Fl02 Dressing glass base only, mahogany, bow front; 3 side-by-side drawers, one retaining ivory mushroom pull; bracket feet at front, back feet missing
F 104 Table, rectangular top, square tapered legs, red-brown stain 011 a soft wood; skirt pulled from legs
F I 05 Bed, metal, folding, Parts A-Q include sides hinged at middle, posts made of 2 sections with black finish and turned brass, tie rods. Not yet lettered but tied in a group are parts of the arched head and straight topped foot both of which have vertical rods topped with small brass knows and additional tie rods
FI06 Bed, 36 3/8" wide, painted white, solid arch-topped head and foot with applied moulding, lower part of posts are square, upper section turned; sides attach with iron tenons
FI07 Cot, 76" long, 32 WI wide when open, has 2 heavy side rails, legs which pivot on heavy factory-made bolts, top of 3 widths of canvas.
F 108 Cot frame same principle as FI07 but lacking top; construction suggests earlier date that FI07; replacement lower side rail, bolts
FI09 A,B Pedestal table, veneered, top and base now separated. Top is square with serpentine sides, max width 38 3/8". Base has tapered, octagonal column on platform with 4 scrolled feet
FIll . Tea box, 17" x 17 WI x 16 Yz" high, sides painted dark olive, 2 with red Chinese characters, 1 with red striping only, 4th with printed label "VIA SUEZ CANAL/CHOICEINEW SEASONI PAKHAONG MOYUNjYOUNG HYSONI AlAlNo. 14IPONS TAE
F112 Tea box, 21" x 15 3/4" x 17", covered with light paper with oriental scenes and decoration in blue, yellow and black. Printed label on one side "NEW SEASONS/ EXTRA! CHOICEST QUALITYISPRINT LEAFI No. J (in diamond), 5121 SUN DRIED; TEA SIFTINGS
F115 Tea box, 193/4" x 17 Yz" x 17 WI, paper covere~, dark gre'en, 2 sides with orange panel with black Chinese characters, another side has printed label 'SEASON 1881- 1882/CHOICESTINEW SEASONSIM_UNE/GUNPOWDERI Y TI No. 3/YUNG TATI SHANGHAI. Inside box is lead foil liner on cardboard. Part of top remains; dark green with red painted Chinese characters
F122 A,B Bottle" blue-green glass, blown, 22" tall, narrow neck above body with diameter of about 16" at shoulder; large wooden, whittled stopper
F126 Fireplace fender, steel rails with wires, now loose and disorderly
FAIRFIELD WIDTE HOUSE INVENTORY 6 ,: I .11·,·11 I ~., "I' I
" .
F 129 Keg, 14 W' high, 10 WI diameter at top, sapling hoops label on bottom " 967/S Rl43 6 GROSSIY4
FI32 Sewing machine, with stamped brass label "Elias Howe, Jr. Inventory and maker, NY U.S.A. Patent Sept 10,1846 Aug 24,1858, Apr 2,1861 Serial 77454", Machine alone, no stand or treadle
F133 Frame, of type seen used for mirrors, has applied half turnings, comer blocks with stencilled bosses
F 134 Frame, seems to have been larger or part of piece of furniture, flat with inlaid stringing, applied narrow gilt, gesso moulding
F135 Board, rough, with grooved channel in oval shape; possibly from under small leach set-up
F 140 Wooden device, 2 long arms each ending with rectangle which has uniformly spaced and curved cut nails protruding from exterior edge; arms are bolted together, adjustable. A definite peril to barefooted humans
F AIRFIELD WHITE HOUSE INVENTORY 7 l ,j " I l'~ , -Ill I
FAIRFIELD INVENTORY QUEEN'S ARCHIVES KATIaEEN RYAN HALL, QUEEN'S UNIVERSITY, KINGSTON, ONTARIO K7L 3N6 (613)545-2378
The Fairfield Family papers are stored at the Queen's University Archives. The Papers consist of 15 feet of textual material, including correspondence, accounts, legal documents, militia papers, minutes, clippings, and government documents'.
'Inventory verified on October 9, 1997 by John Gillis, Prograpl Support Officer, Fort Henry
FAIRFIELD WHITE HOUSE INVENTORY 8 " , r' 7
Schedule "C"
Attached to and forming part of the Agreement between St. Lawrence Parks Commission, of the first part, and The Corporation. of Loyalist Township, of the second part, dated as of the day of , 1998.
Easement Agreement SCHEDULE
THIS EASEMENT AGREEMENT dated as ofUle day of , 1998, authorized by By-law No. of The Corporation of Loyalist Township.
BETWEEN:
THE CORPORATION OF LOYALIST TOWNSHIP hereinafter called the "Owner"
OF THE FIRST PART;
- and-
I ONTARIO HERlTAGEFOUNDATION, hereinatler called the "Foundation"
OF THE SECOND PART.
WHEREAS the Owner is the registered owner of certain lands and premises situated in fue Loyalist Township, former Township of Emestown, in the County of Lennox and Addington, being composed of that part of Lots 36 and 37, Concession I more particularly described inAppendix "A" attached hereto {hereinafter called the"Property'~;
AND WHEREAS fuere is located on the Property a building commonly known as"Fairfield House" or "The Fairfield White House" (hereinafter called the "BuDding");
AND WHEREAS by section 7(c) ofthe Ontario Heritage Act, one of fue objects ofthe Foundation is to support, encourage and facilitate the conselVation, protection and preservation of the heritage ofOntario;
AND WHEREAS by section 10 (1) (b) of the Ontario Heritage Act, the Foundation is entitled to enter into agreements, covenants and easements with owners ofreal property, or interests fuerein, for fue conservation, protection and preseIVation ofthe heritage ofOntario;
AND WHEREAS by section 22 offue Ontario Heritage Act, such covenants and easements entered into by the Foundation, when registered against fue real property affected by them, run with the real property and may, wheUler positive or negative in nature, be enforced by 1he Foundation or its assignee against the owner or any subsequent owners of the real property, even where the Foundation owns no other land which would be accommodated or benefited by such covenants and easements;
AND WHEREAS the Owner and the FQundation desire to conselVe the aesthetic and scenic character and condition of the Property and the present historical, architectural, aesthetic and scenic character and condition of the exterior of the Building on the Property, together with the interior of the Building on the Property described inAppendix "B" hereto (all of which are hereinafter called the "Heritage Elements',;
AND WHEREAS to Uris cmd, tlle Owner and the Foundation desire to enter into this EaseIllent AgreeIllent {hereinafter called tlle "Agreement'~;
NOW THEREFORE THIS AGREEMENT WITNESSETH tllatin consideration offue sum of TWO DOLLARS ($2.00) of lawful money of Canada now paid by tlle Foundation to fue Owner (the receipt of which is hereby acknowledged), and for otllervaluable consideration, and in further consideration oftlle granting oftlle easements herein and fue mutual covenants and restrictions hereinafter set forth, tlle Owner and fue Foundation agree to abide by tlle following covenants, easements and restrictions which shall run witll tlle Property forever.
1.0 Duties OfOwner
1.1 Normal Repairs And Alterations
The Owner shall not, except as hereinafter set forth, without tlle prior written approval of tlle Foundation, undertake or permit any demolition, construction, reconstruction, alteration, remodelling, or any otller tlling or act which would materially affect tlle appearance or construction oftlle Heritage Elements. The approval required to be obtained from tlle Foundation herein shall be deemed to have been given upon tlle failure of fue Foundation to respond in writing to a written request for it witllin sixty (60) days of receiving such request at its address as set out in paragraph 10.2 oftbis AgreeIllent. If tlle approval of tlle Foundation is given or deemed to be given under 1his paragraph, tlle Owner, in undertaking or permitting the construction, alteration, reIllodelling, or other thing or act so approved of or deemed to be approved of, shall use materials and mefuods specified by tlle Foundation. The Owner may, without fue prior written approval of tlle Foundation, undertake or permit tlle repair or refinishing of presently existing parts or elements of the Heritage Elements damage to which has resulted from casualty, loss, deterioration, or wear and tear, provided that such • I
2 repair or refinishing is not perfonned in a manner which would materially affect the construction or appearance of the Heritage Elements.
1.2 Insurance
TIle Owner shall at all times during the cnrrencyofthis Agreenlent keep the Building insured against nonnal perils that are coverable on an all risk policy basis, including fire, in an amount equal to the replacement cost oflhe Building. TIle policy will name Her Majesty in right of Ontario, as represented by the Ontario Heritage Foundation, as an additional named insured. The Owner shall have a fonn as set out in Appendix "C"attached hereto completed and certified by its insurance company and delivered to the Foundation within three (3) weeks of the execution of this Agreement, and thereafter evidence satisfactory to the Foundation of the renewal of insurance shall be delivered to the Foundation at least three (3) clear days before the termination thereof. If the Owner fails to so insure the Building, or if any such insurance on the Building is cancelled, the Foundation may effect such insurance as the Foundation reasonably deenlS necessary and any sum paid in so doing shall forthwith be paid by the Owner to the Foundation, or if not, shall be a debt owing to the Foundation and recoverable from the Owner by action in a cQurt oflaw. All proceeds receivable by the Owner under the Owner's insurance policy or policies on the Building shall, on the written denIand and in accordance with the requirements of the Foundation, be applied to replacement, rebuilding, restoration or repair of the Building to the fullest extent possible having regard to the particular nature of the Building and the cost of such work. The Owner's financial liability to replace, rebuild, restore or repair the Building if it has been damaged or de'stroyed shall not exceed the proceeds receivable by the Owner under the Owner's insurance policy or policies. In the event that the proceeds receivable by the Owner under the Owner's insurance policy or policies are insufficient to effect a partial or complete restoration of the Heritage Elements, the Foundation shall have the privilege, but not the obligation, of contnbuting additional monies towards the replacement, rebuilding, restoration, or repair costs in order to effect a partial or complete restoration of the Heritage Elements provided that the Foundation shall notify the Owner of the Foundation's intention to do so wit.bin forty (40) days after receiving from the Owner (a) the written request for permission to demolish referred to in paragraph 1.3, or (b) all plans and specifications for the replacement, rebuilding, restoration or repair ofthe Heritage Elements, as the case may be.
1.3 Demolition
The Owner shall notify the Foundation of any damage or destruction to the Building within ten (10) clear days of such damage or destruction occurring. In the event that the Building is damaged or destroyed and the replacement, rebuilding, restoration or repair of it is impractical because of the fmancial costs involved or because of the particular nature of the Building, the Owner shall, in writing within forty (40) days oftile giving by the Owner of notice of such damage or destruction, request written approval of the Foundation to demolish the Building, and in the event of receiving the approval in writing of the Foundation, be entitled to retain any proceeds from the Owner's insurance policy or policies and to demolish the Building. Such approval shall be deenIed to have been received upon failure of the Foundation to respond in writing to a written request for it within forty (40) days of the receipt thereof.
1.4 Reconstruction By Owner
If the Foundation does not give the approval referred to in paragraph 1.3, or if the Owner has not reql.&S1:ed such approval, the Owner shall replace, rebuild, restore or repair the Building.to dIe limit of any proceeds receivable under dIe Owner's insurance policy or policies on the Building and of any additional monies contnbuted by the Foundation towards ilie replacement, rebuilding" restoration or repair of the Heritage Elements under the provisions of paragraph 1.2 to effect a partial or complete restoration of the Building. Before dIe commencement of such work, the Owner shall submit all plans and specifications for the replacement, rebuilding, restoration or repair of the Heritage Elements to the Foundation for its written approval within one hundred and thirty-five (135) days of the damage or destruction occurring to the Building. A refusal by the Foundation to approve any plans and specifications may be based upon choice of materials, unattractive appearance, nonconforming architectural style, or any oilier ground or grounds, including but not limited to purely aesthetic grounds. The Owner shall not commence or cause restorative work to be commenced on the Heritage Elements before receiving the written approval of the Foundation of the plans and specifications for it, and such restorative work shall be perfonned upon such terms and conditions as the Foundation may stipulate. Sum approval shall be deenled to have been received upon failure of the Foundation to respond in writing to a written request for it within thirty (30) days of the receipt of such request by the Foundation. The Owner shall cause all replacement, rebuilding, restoration and repair work on the Heritage Elements to be commenced within thirty (30) days of the approval by the Foundation of the plans and .specifications for it and to be completed within nine (9) mondls of commencement:, or as soon as possible thereafter if factors beyond its control prevent completion widoo the said looe (9) months, and the Owner shall cause all such work to confonn to the plans and specifications approved of and terms and conditions stipulated by dIe Fowldation.
1.5 Reconstruction By Fowldation
In the event that 1he request to demolish the Building is not submitted or is refused pursuant to the provisions of paragraph 1.3 and the Ownm' fails to submit plans and specifications for the replacement, rebuilding, restoration or repair of the Heritage Elements pursuant to paragraph 14 which are acceptable to dIe Foundation wilhin one hundred and dlirtyfive (135) days of the damage or destruction occurring to the Building, the Foundation may prepare its own set of plans and specifications for the Heritage Elements. The Owner shall have thirty (30) days from receiving a copy of such plans and specifications to notify the Foundation in writing that it intends to replace, rebuild, restore or repair the Heritage Elements in accordance witll those plans and specifications. If1he Owner does not so notify the Foundation withiu1he said thirty (30) days, the Foundation may proceed with replacing, rebuilding, restoring or repairing the Building up to ilie value of any insurance proceeds receivable by the Owner under dIe Owner's insurance policy or policies and of any additional amount that the Foundation is prepared to contribute to effect a partial or complete restoration of fue Heritage Elements. The Owner shall reimburse the Foundation for any expenses incurred by the Foundation thereby to an amount not to exceed any insurance proceeds receivable by the Owner under the Owner's insurance policy or policies. " 3
In the event that the Foundation does not submit its own plans and specifications or does not proceed with replacing, rebuilding, restoring or repairing the Building within sixty (60) days after it becomes so entitled, unless it is prevented from so doing by the action or omission of the Owner or any tenant or agent of tlle Owner, or by any otller factors beyond its contro~ the Foundation's rights under Uris paragraph shall automatically terminate and the Owner shall be entitled to retain the proceeds receivable under the Owner's insurance policy or policies and to d(lmolisb tlle Building.
1.6 Maintenance Of The Building
The Owner shall at all tinles maintain the Building in as good and sound a state ofrepair as a prudent owner would nonnally do so that no deterioration in the present condition and appearance of the Heritage Elements shall take place.
1.7 Signs, Structures, Etc,
The Owner shall not erect or permit the erection on the Property or on the Building of any signs, permanent storms, screens or awnings, television aerials or otller similar objects witllOut the prior written approval of the Foundation.
1.8 Activities with respect to the Property
TIle Owner ShallllOt commit or permit any act of waste on the Property. With respect to the Property, theOwner shall not, except with the prior written approval of the Foundation,
(a) grant any easement or right of way;
(b) erect or remove or pennit the erection or removal of any building, sign, fence, or other structure of any type whatsoever;
(c) allow the dlffilping of soil, rubbish, ashes, garbage, waste or other unsightly, hazardous or offensive materials of any type or description;
(d) except for the maintenance of existing improvements, allow any changes in the general appearance or topography of the lands, including and without limiting the generality of the foregoing, tlle construction of drainage ditches, transnlission towers and lines, and other similar undertakings as well as the excavation, dredging or removal ofioam, grave~ soil, rock, or other materials;
(e) allow the removal, destruction or cutting of trees, shrubs or other vegetation except as may be necessary for (i) the prevention or treatment of disease, or (n) other good husbandry practices;
(f) allow the planting of trees, shrubs or other vegetation which would have the eirect of (i) reducing the aesthetics of tlle Building or the Property, or (n) causing any damage to the Building;
(g) allow any activities, actions or uses de1rinlental or adverse to water conservation, erosioncontrol and soil conservation.
2.0 Approvals
2.1 Where any request for approval required under this Agreement is made, the determination of the Foundation may. be based upon choice of materials, architectural design, historical authenticity, or any otlier grounds, not linlited to purely aesthetic or historical growlds, but the Foundation's approval shall not be Wlfeasonably withheld.
2.2 Any dispute between the parties about wheUler an approval by the Foundation has been wlfeasonably withheld that cannot be settled between them shall, at the request of a party, be submitted to arbitration pursuant to the Arbitration Ad, 1991, or to any other means of alternate dispute resolution satisfactory to the parties, and the decision of the arbitrator or, ifmore than one, ilie decision of a majority shall be final and binding on the parties.
3.0 Renledies OfFOlwdation
3.1 If the Foundation, acting ryasonably, is of the opirrion tllat ilie Owner has neglected or refused to perform any of its obligations set out in this Agreenlent, the Foundation may, in addition to any of its other legal or equitable remedies, serve on the Owner a notice setting out particulars of 1he situation constituting a breach and of tlle Foundation's estinlated maxinlwn costs ofremedying ilie situation.
3.2 The Owner and the Foundation shallilave fuirty (30) days from receipt of such notice by the Owner to hold discussions in good faith in an effort to resolve the situation to the mutual satisfaction of boili parties. Any agreement reached between Ule parties as a result of such discussions shall be in writing and shall be signed by both parties. In the event that ilie parties reach an agreenlent to resolve the situation within the said fuirty (30) days, ilie Owner shall ilien have a furtller fifteen (15) days to cany out the tenus ofilie agreement or to make arrangenlents satisfactory to the Foundation for resolving ilie situation. If, witllin those further fifteen (15) days, the Owner should fail to remedy ilie situation pursuant to iliat agreement, or to make arrangements to the satisfaction ofthe Foundation, ilie Foundation may forthwith enter upon ilie Property and may cany out ilie Owner's obligations as set out in ilie agreement Any expenses incmred by ilie Foundation shall, until paid to it by tlle Owner, be a debt owed by ilie Owner to the FoUndation and recoverable by ilie Foundation in a court ofIaw.
3.3 In tlle event iliat the parties do not reach an agreement pursuant to paragraph 3.2 and the Owner has not, within thirty (30) days of receipt of the notice, renledied the situation or made arrangements satisfactory to tlle Foundation for -II,J 1111 I "I
4 remedying the situation, the Foundation may forthwiOl enter upon the Property and may carry out the Owner's obligations and the Owner shall reimburse the Foundation for any expenses incurred thereby, up to the estimated maxinlUlll costs of remedying Ole situation set out in the aforesaid notice. Any expenses incurred by the Foundation shall, until paid to it by the Owner, be a debt owed by 1he Owner to the Foundation and recoverable by the Foundation in a court oflaw
4.0 Waiver
4.1 The failure of the Foundation at any time to require perfonnance by the Owner of any obligation under tlns Agreement shall in no way affect its right thereafter to enforce such obligation, nor shall the waiver by the Foundation of the perfonnance of any obligation hereunder be taken or be held to be a waiver of the perfonnance of the same or any oOler obligation hereunder at any later time. Any waiver must be in writing and signed by the Foundation.
5.0 Extension Of Time
5.1 Time shall be ofthe essence of Oils Agreement. Any time limits specified in this Agreement may be extended with the consent in writing of both the Owner and Ole Foundation, but no such extension of time shall operate or be deemed to operate as an extension of any other time limit, and time shall be deemed to remain of the essence of Oils Agreement notwithstanding any extension of any time limit.
6.0 Use of Property
6.1 The Owner expressly reserves for itself, its representatives, successors and assigns the right to use Ole Property for all purposes not inconsistent wiol tills Agreement
7.0 Inspection OfTht~ Property and Public Access
7.1 The Foundation lOr its representatives shall be pennitted at all reasonable times to enter upon and inspect the Property and the Building upon prior written notice to the Owner of at least twenty-four (24) hours.
7.2 The Owner shall ensure that reasonable public access is avalable to Ole Property and the Building on a regular basis.
7.3 At the request of the Foundation, the Owner shall arrange for the Property and the Heritage Elements to be shown to the public on at least two (2) occasions during each calendar year and that reasonable prior notice of such a showing be given to the Foundation.
8.0 Plaque and Public~
8.1 The Owner agrees to allow the Foundation to erect a plaque on the Property or the Building, in a tasteful manner and at the Foundation's expense, indicating that the Foundation holds a conservation easement on the Property. The Owner also agrees to allow the Foundation to pUblicize the existence ofthe easement.
9.0 Severability Of Covenants
9.1 The Owner and 111e Foundation agree that all covenants, e 10.0 Notice 10.1 Except in fue event of an interruption in the postal service, any notices, requests for approval or grants of approval (collectively hereinafter referred to as "notice") required under this Agreement shall be delivered in person or sent by pre paid registered mail addressed to the parties at their respective addresses as set out in paragraph 10.2. In the event that notice is delivered in person, the: party receiving the notice shall forthwith acknowledge receipt of same in writing, and in that event, the notice shall be deemed to have been received on the date of such acknowledgement. In the event tilat a party refuses to sign an acknowledgement of receipt of the notice, the person delivering the notice may swear an affidavit of service, and the notice shall be deemed to have been received on tile date of service as set out in such affidavit. In the event that notice is sent by pre-paid registered mail, it shall be deemed to have been received on the fourth business day following the day on which the notice was sent. j'.. ,j .' ' 5 10.2 The respective addresses of the parties for such purposes presently are. as follows: THE OWNER THE FOUNDATION The Cmporation of LoyaIist Township Ontario Heritage Foundation 263 Main Street, P.O. Box 70 10 Adelaide Street East Odessa ON KOH 2HO Toronto ON M5C lJ3 Attention: Oerk Attention: Easements Program The parties agree to notifY c~ch other immediately, in writing, of any changes of address from those set out above. 10.3 In the event of an)' interruption in the postal service, notice may be given·to either party at its respective address as set out in paragraph 10.2, either in person or by special courier. The party receiving the notice shall forthwith acknowledge receipt of same in writing, and the notice shall be deemed to have been received on the date of such acknowledgement. In the event that either party refuses to sign an acknowledgement ofreceipt of the notice, the person delivering the notice may swear an affidavit of service, and the notice shall be deemed to have been received on the date of service as set out in such affidavit. 11.0 Costs 11.1 In the event that a dispute arises between the parties hereto because of this Agreement, each party shall be responsible for its own legal fees, court costs and all other similar expenses which may result from any such dispute. 12.0 IndeIllAification 12.1 The Owner shall hold the Foundation harmless against and from any and all liabilities, suits, actions, proceedngs, claims, causes, damages, judgments or costs whatsoever (including all costs of defending such claims) arising out of, incidental to, or in connection with any injury or damage to person or property of every nature and kind (including death resulting therefrom), occasioned by any act or omission of tlle Owner related to tIns Agreement, save and except for any such liabilities and claims for or in respect of any act, deed, matter or thing made or done by the Foundation, its agents, servants or workers pursuant to paragraphs 1.5 and 3.0. 13.0 Baselilie Documentation Report 13.1 When the Foundation has completed a report (the "Baseline Documentation Report") containing visual and written information relating to the c;ondition of the Property and its heritage value, the Owner agrees to execute an acknowledgment in the Baseline Documentation Report to confmn tlle photographs and written information are accurate physical depictions and descriptions of the Property. Copies ofthe Baseline Documentation Report shall be provided by the Foundation to the Owner. An original copy of the Baseline Documentation Report will be filed in and may be examined at the Archives of Ontario. 14.0 Entirety 14.1 This written Agreement embodies the entire agreement of tlle paries with regard to the matters dealt with herein, and no understandings or agreements, verbal, collateral or otherwise, exist between the parties except as herein expressly set out. 15.0 Notice in Subsequent Instruments 15.1 Notice of these covenants, 61Sements and restrictions shall be inserted by the Owner in any subsequent deed, lease or other legal instrument by which it transfers either the fee sinlple title to or its possessory interest in the whole or any part ofthe Property or the Building. 15.2 The Owner shall immediately notify the Foundation in the event that it transfers either the fee sinlple title to or its possessory interest in the whole or any part of the Property or the Building. 16.0 Covenants To Run With The Property 16.1 The covenmts, easements and restrictions set out in this Agreement shall be registered on title to the Property by tlle Foundation and shall nm with the Property and enure to ilie benefit of and be binding upon the parties hereto and their successors and assigns as the case may be. ! 'JI f ~ I I 6 17.0 Headings 17.1 The headings in tlle body of this Agreement form no part offue Agreement but shall be deemed to be inserted for convenience ofreference. IN WITNESS WHEREOF fue parties have set their hands and seals. SIGNED, SEALED AND DELIVERED THE CORPORATION OF LOYALIST TOWNSHIP per: Reeve: Paul Gilmore . lane Pearce We have authority to bind the corporation. ONTARIO HERITAGE FOUNDATION per: Vice-Chair: Morris Zbar Executive Director: Lesley Lewis We have authority to bind the corporation. 7 APPENDJX "A" Attached to and fonning part ofthe Easement Agreement between THECORPORATION OF LOYALIST TOWNSHIP, of the first part, and ONTARIO HERITAGE FOUNDATION, of the second part, dated as ofthe day of ,1998. LEGAL DESCRIPTION Part Lots 36 and 37 Broken Front Concession Loyalist Township, fonner Township of Ernestown County of Lennox and Addington RegistIy Division ofLennox: Part 1 on Reference Plan 29R-7358 8 APPENDIX "B" Attached to and fonning part ofthe Easement Agreement between THE CORPORATION OF LOYALIST TOWNSHIP, of the first part, and ONTARIO HERITAGE FOUNDATION, ofthe second part, dated as ofthe day of ,1998. HERITAGE ELEMENTS - INTERIOR FEATURES The interior features ofthe heritage elements in this Agreement comprise the interior features of the intt,nor ofthe Building. Such features include, wifuout limitation, the following: (a) floors; (b) walls and waIl coverings; (c) windows and window sills; (d) doors and door surrounds; (e) ceilings; (f) stairways and stairwells; and (g) all woodwork and hardware not fonning a part of the foregoing items. Facsimile Jardine Insurance Services Jardine 0 M E Limited Telephone: (416) 941-9551 Box 3 Facsimile: (4161.941·9323 55 University Avenue, Suite 100 iQII Free: 1-800-268·9189 Toromo. Omana Canada M5J 2H7 To Ross Troop From Christine Wood Co Township of Loyalist Dept. No. of Pages ~ax No. incl. front sheQt 2 Date SeptembElr 25, 1998 Ontario Heritage Foundation Please find enclosed the completed certificate of insurance, as requested. Kindly advise if you require a copy of this certificate to be mailed. We trust the enclosed is in order, however should you have any questions, please do not hesitate to call Yours Sincerely Christine Wood Account Administrator Enclosure ,11,,1 ,I -, AP'PENDIX"C" Attached to and. fonnmg part of the Easement AgrCQl1C11~ between TIm CORPORATION OF LOY ALlST TOWNSHIP, of the first part, andONTAR.IO HEIUTAG.EFOUNDATION, ofthcsec:ond. part, dat.c:d ilS ofthe davof ,1998. • CERTIFICATE OF INSURANCE Nume ofIlI:surcm: Zurich Insurance Company IlIA. AgomllBmkcr. Jardine OKE Limiced Addntr. Box 3~ Suite 100, 55 University Avenue ~oronto OntariD M5J 2H7 AgeallBrokerTel. No. (416) 941~9551 This is to ceri.fy thAt Ilu: inattrmll:!I policy or policlu delailcd below 1.111 in fores subject to tile !emu. coadilions and exclusiollS oftllo policies.. KiM oCPolicy Policy No. lhpiryDaID AmoUDLol Fonn WriUcIL DIlY Montb Yr COVllt'l\ge OWBLUNG . OpuolUl.! LOR SCUiClllClli Cllluse ~: 'fe'S rm: - - No - AUrullk - Malicious Dnmlg-= . COMMERClAr. ~: _ Actual CUll Vlllue Fire - .x. ReplllCCDlcnt Cost V"h.u: X All rusk 8398803 01/01/99 $350.000 Do~ not i~~lude historic _ O.hISllfnDI:: BUse replacemE t Exlcndcd % - ~ - Coverate cost. Stlltcd Amount MaJicious - - DAmag, '''- It is Itc.raby providod I11ld .gr'ln;d Uur.I. Her MAjc:lly in right of On!.Ario, as tl:ptlllll:ntcd by the Onlruio HeritAge Foundlllion, 10 AdelAide Sucol Enst.. ToroQIo, OllWlO, MSe 113 ~ aCldcd M 4ll IIddilicn::llsl UAmed iaaurcd 10 tbc Above l'olloy 01" Policies lIS its iolcrllalll mny IIppllar. It is 111:10 ul'.ldemtcod and ugltcd tho 111ldcmigncd CJ;wll'llll if Any ar lhese policil!$ AI1I Cttllc=lIcd or mAtmully chunged bc(oi'O Iko expiry dnlo:, so lIS 10 affect this ClIrlifiCIll.c; mn day, prior wrilten notice of such change or cancclla!.ion will be mAiled 10 UIC Ontario Henlnge l:ouodalioll (AUcnllon: Eutmenis Progmm) at tlus above addn::s. 1l is Wo ulldmlood Ill. Ihll abaC:lIC1: oj ahe IlI.I'UfCd, or 1110 inability, n:filzl or uc;;ler;l. or tlu: Inllun:d. 10 ,ivo noliea or 10113 or deliver Ute rcquin:d proor or to.. UDder the policy or Potitio!, Iltn the OnlDrio lIenlagc F'oundation sha.U forillwiUl CiVil 11Ie: uolicc upon becoming: 8.WafC ortho lQ'~ Gnd. slull deliver lIS SOOllll' JmI~{gbte the: Proof or fAa. Corporation of the NlIl11D 01 I.llIIUCU JARDINE O,~l E tiM~T¢n A~ ofI'roporty Si!;lUlUn: Oflnp;~Ol1icial ~ Fai.rfield Whi.te House Pare Lots 36 &rid 37, !JcparlmcnL or Tille Loyalis~ Township Date ~ 02,5/98 TIlia C:rli.licai.c mui. be ,i gued only by an omcilll or tho InSUfer. SiQMLunr 0 r an 1Ii'1l~ or brakl:l'"i:a not acceplAble. 11.:1 I " •• APPENDIX"C" Attached to and forming part of the Easement Agreement between THE CORPORATION OF LOY AUST TOWNSHIP, of the first part, and ONTARIO HERITAGE FOUNDATION, ofthe second part, dated as ofthe day of ,1998. CERTIFICATE OF INSURANCE Name ofInsurers: Ins. AgentlBroker: Address: AgenVBroker Tel. No. This is to certifY that the insurance policy or policies detailed below are in force subject to tbe terms, conditions and exclusions of the policies Kind of Policy Policy No. Expiry Date Amount of Form Written Day Month Yr Coverage DWELUNG Optional Loss Settlement Clause POLICY: - Yes - Fire - No - All Risk - Malicious Damage COMMERCIAL POLICY: - Actual Cash Value - Fire Replacement Cost Value - All Risk Co-Insurance Clause - Extended 0/0_ Coverage Stated Amount Malicious - - 0/0 - Damage It is hereby provided and agreed that Her Majesty in right ofOntario , as represented by the Ohtario Heritage Foundation, 10 Adelaide Street East, Toronto, Ontario, MSC 113 is added as an additional named insured to the above Policy or Policies as its interests may appear. It is also understood and agreed the undersigned certifies if!Lny of these policies are cancelled or materially changed before the expiry date, so as to affect this Certificate; ten days prior written notice of such change OT cancellation will be mailed to the Ontario Heritage Foundation (Attention: Easements Program) at the above address. It is also understood in the absence of the Insured, or the inability, refusal or neglect of the Insured to give notice ofloss or deliver the required Proof of Loss under the Policy or Policies, then the Ontario Heritage Foundation shall forthwith give the notice upon becoming aware of the loss and shan deliver as soon as practicable the ProofofLos8. Address ofProperty Signature 0 fInsurer' s otlicial Department or Title This Certificate must be signed only by an official of the Insurer. Signature of un agent or broker is not acceptable. 'II :1· " I . 10 CONSENT Pmsuant to section 10 (1) (b) of the Ontario Heritage Act, RS.O. 1990, c.O.I8, and delegated authority pursuant to section 7 (1) of the Ministry of Citizenship and Culture Act, RS.O. 1990, c.M.I8, I, the undersigned Assistant Deputy Minister, Culture Division, Ministry of Citizenship, Cuitme and Recreation for the Province of Ontario, do hereby consent to the execution by the Ontario Heritage Foundation of the attached Easement Agreement between THE CORPORATION OF LOYALIST TOWNSHIP, of the ftrstpalt, and the ONTARIO HERITAGE FOUNDATION, of the second pm, dated as of >, and do hereby certifY that the said Easement Agreement is in accordance with policies and priorities for the conservation, protection and preservation of the heritage of Ontario. DATED at Toronto this day of , 1998. Jane Mal'lart Assistant Deputy Minister, Culture Division Ministry of Citizenship, Culture and Recreation · . EXTENSION AGREEMENT BETWEEN: THE CORPORATION OF LOYALIST TOWNSHIP (the "Owner") AND: ONTARIO HERITAGE FOUNDATION (the "Foundation") RE: Grant of Heritage Conservation Easement (the "Agreement") under s. 22 of the Ontario Heritage Act, R. S.O. 1990, c.O.lS, as amended, from the Owner to the Foundation regarding the historic Fairfield,White House, Township of Emf~stown, County of Frontenac (the "Property") In consideration of the closing of the above-noted grant and the registration of the Agreement against title to the Property and in further consideration of the sum of one dollar paid by the Owner to the Foundation (receipt of which is acknowledged), the Foundation extends the limitation periods with respect certain time frames noted in paragraphs 3.2 and 3.3 of the Agreement on the terms and conditions set out in this Agreement. 1. The Foundation agrees to extend the limitation period noted in paragraph 3.2 of the Agreement for the Foundation and the Owner to hold good faith discussions to resolve a possible breach by the Owner. In this regard, the Foundation and Owner shall have up to a maximum of sixty (60) days from the date that the Foundation's notice is received by the Owner to hold such discussions instead of the maximum of thirty (30) days set out in that paragraph. 2. The Foundation agrees to extend the limitation period noted in paragraph 3.2 for the Owner to carry out the resolution arrangements (in the event that a resolution is achieved within the sixty (60) day discussion period). In this regard, the Owner shall have up to a maximum of thirty (30) days beyond the sixty (60) day discussion period to carry out such arrangements instead of the maximum of a fifteen (I5) days set out that paragraph. The Foundation may exercise its rights under that paragraph upon the expiration of the extended period. 3. The Foundation agrees to extend the limitation period noted in paragraph 3.3 to be consistent with the extension provided in paragraph 3.2. In this regard, if the circumstances set out in paragraph 3.3 of the Agreement prevail, then the Foundation shall have the right to exercise its rights under that paragraph at the end of the sixty (60) day discussion period instead of the maximum of thirty (30) days set out in that paragraph. .. ./2 · . 4. Time shall remain of the essence. 5. This Extension Agreement shall cease to apply and the stated terms of the Agreement shall become immediately applicable in the event that the Owner transfers its fee simple interest in the Property to another party. 6. This Extension Agreement shall bind the Foundation and its successors and, despite paragraph 5 of this Agreement, it shall apply to a successor corporation of the Owner created or established pursuant to pursuant to the Municipal Act, R.S.O., 1990, as amended. 7. This Extension Agreement made between the parties is in accordance with the terms of the Agreement, and in particular, paragraph 5.1 of the Agreement. Dated this /L./dayof /),r; I , 199~ THE CORPORATION OF LOYALIST TOWNSHIP Paul Gilmore - Reeve We have authority to bind the corporation. ONTARIO HERITAGE FOUNDATION P{z?k <~ Morris Zbor - Vice Chair , xecutive Director We have authority to bind the corporation.