Staff Report: Disposition of a Portion of 1990 Bear Mountain Parkway to two Riviera Parcels (Land Development)

PURCHASE AND SALE AGREEMENT

THIS AGREEMENT dated for reference March 11, 2021 is

BETWEEN:

CITY OF LANGFORD,
2nd Floor, 877 Goldstream Avenue, Langford, British Columbia, V9B 2X8
(the "City")

AND:

VINKO THOMAS POLORUGOVAC
SAIJA LYNN POLORUGOVAC
2361 Bellamy Road
Victoria BC V9B 3M8

(collectively, the "Lot 7 Owners")

AND:

SHANE HUGHES CONSTRUCTION LTD., (INC. BC0723951)
2160 Champions Way
Victoria BC V9B 0R9 (as to an undivided 1/2 interest)

and

RICK FURTADO DEVELOPMENTS INC., (INC. BC0818637)
1115 Timber View
Victoria BC V9B 0B5 (as to an undivided 1/2 interest)

(collectively, the "Lot 8 Owners")

(Lot 7 Owners and Lot 8 Owners shall collectively be referred to as, the "Purchasers")

WHEREAS:

A. The City is the registered owner in fee simple of those lands and premises legally described as:

PID: 031-163-068
LOT 40 SECTIONS 83 AND 84 HIGHLAND DISTRICT PLAN EPP101118

B. The Purchasers wish to purchase a portion of the City's Land to complete a boundary adjustment as contemplated by the Consolidation Plan in accordance with this Agreement.

In consideration of the promises exchanged below and other good and valuable consideration the receipt and sufficiency of which the City and the Purchasers each acknowledge, the City and the Purchasers agree as follows:

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ARTICLE 1 — DEFINITIONS

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

(a) "Business Day" means a day other than a Saturday, Sunday or statutory holiday in British Columbia.

(b) "City's Solicitors" means Young Anderson.

(c) "Completion" means completion of the sale of: (i) the Lot 7 Transfer Area to the Lot 7 Owners; and
(ii) the Lot 8 Transfer Area to the Lot 8 Owners,
in accordance with this Agreement.

(d) "Completion Date" means the day that is 14 days after the date that all of the Conditions Precedent are satisfied or waived, provided that if that day is not a Business Day, the Completion Date shall be the next following Business Day.

(e) "Consolidated Parcels" means: (i) the single parcel comprising the Lot 7 Transfer Area and Lot 7; and
(ii) the single parcel comprising the Lot 8 Transfer Area and Lot 8,
formed upon the deposit of the Consolidation Plan with the LTO.

(f) "Conditions Precedent" means the conditions precedent under Section 3.

(g) "Consolidation Plan" means a reference, subdivision or explanatory plan that will, upon deposit with the LTO, consolidate, into a single parcel, the Lot 7 Transfer Area with Lot 7 and the Lot 8 Transfer Area with Lot 8.

(h) "Contaminants" means (i) as defined in the Environmental Management Act: any biomedical waste, contamination, contaminant, effluent, pollution, recyclable material, refuse, hazardous waste or waste; (ii) matter of any kind which is or may be harmful to human safety or health or to the environment; or (iii) matter of any kind the abandonment, storage, manufacture, disposal, emission, discharge, dumping, treatment, generation, use, transport, spill, escape, release, remediation, mitigation or removal of which is now or is at any time required, prohibited, controlled, regulated or licensed under any Environmental Laws.

(i) "Environmental Law" means any past, present or future common law or principle, enactment, statute, regulation, order, bylaw or permit, and any requirement, standard or guideline, of or issued by any Governmental Authority having jurisdiction, relating to the environment, environmental protection, pollution or public or occupational safety or health.

(j) "Extension Agreements" means: (i) any agreements required to extend, over title to the Lot 7 Transfer Area, any charges registered against title to the Lot 7, as necessary to enable the deposit of the Consolidation Plan with the LTO and the consolidation of the Lot 7 Transfer Area and Lot 7 into a single parcel; and (ii) any agreements required to extend, over title to the Lot 8 Transfer Area, any charges registered against title to the Lot 8, as necessary to enable the deposit of the Consolidation Plan with the LTO and the consolidation of the Lot 8 Transfer Area and Lot 8 into a single parcel.

(k) "Governmental Authority" means any federal, provincial, state, municipal, county, regional or local government or government authority, domestic or foreign, and includes any department, commission, bureau, board, administrative agency or regulatory body of any of the foregoing.

(l) "GST" means any tax levied under Part IX of the Excise Tax Act (Canada) as the same may be amended or replaced from time to time, including for certainty, goods and services tax.

(m) "Lands" means collectively, the Lot 7 Transfer Area and Lot 8 Transfer Area.

(n) "Lot 7" means the land legally described as LOT 7 SECTION 84 HIGHLAND DISTRICT PLAN EPP85219, PID: 030-622-999.

(o) "Lot 8" means the land legally described as LOT 8 SECTION 84 HIGHLAND DISTRICT PLAN EPP85219 PID: 030-623-006.

(p) "Lot 7 Transfer Area" means the portion of the City's Land shown outlined in bold on Schedule A, having an area of approximately 32.9 m2, to be more particularly delineated on the Consolidation Plan.

(q) "Lot 8 Transfer Area" means the portion of the City's Land shown outlined in bold on Schedule A, having an area of approximately 52.1 m2, to be more particularly delineated on the Consolidation Plan.

(r) "LTO" means the appropriate land title office.

(s) "Permitted Encumbrances" means those charges and encumbrances burdening the Lot 7 Transfer Area and the Lot 8 Transfer Area as noted on the title search attached to this Agreement as Schedule C.

(t) "Purchase Price" means the purchase price (excluding GST) for the Lands in an amount equal to ($15,000.00) FIFTEEN THOUSAND DOLLARS.

(u) "SRW Agreement" means the statutory right of way agreement in the form attached as Schedule B, comprising a statutory right of way under section 218 of the Land Title Act (British Columbia) in favour of the City, to be registered against title to the Consolidated Parcels, for stormwater works and installation of works.

(v) "Transfers" means a Form A Transfer or Transfers under the Land Title Act (British Columbia) in registrable form transferring the estate in fee simple of the Lot 7 Transfer Area to the Lot 7 Owners and the Lot 8 Transfer Area to the Lot 8 Owners.

(w) "Purchaser's Solicitors" means John D. Mullin, Mullin Demeo Wirk Law Corporation, 1626 Garnet Road, Victoria, B.C., V8P 3C8.

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ARTICLE 2 — SALE OF LAND

2.1 Purchase and Sale — On the Completion Date:

(a) the Lot 7 Owners will purchase from the City and the City will sell to the Lot 7 Owners the Lot 7 Transfer Area; and

(b) the Lot 8 Owners will purchase from the City and the City will sell to the Lot 8 Owners the Lot 8 Transfer Area

free and clear of all registered liens, charges and encumbrances other than the Permitted Encumbrances.

Payment of Purchase Price — The Purchasers will pay the Purchase Price by payment to the City on the Completion Date in accordance with this Agreement.

2.2 SRW Agreement for Works and Services — As additional consideration for the sale of Lands by the City, on the Completion Date the Purchasers will enter into the SRW Agreement with the City, in substantially the same form as Schedule B.

2.3 Consolidation and SRW Agreement — On the Completion Date, the Purchasers will: (a) cause the Lot 7 Transfer Area and Lot 7 to be consolidated into a single parcel with the LTO; (b) cause the Lot 8 Transfer Area and Lot 8 to be consolidated into a single parcel with the LTO; and (c) enter into the SRW Agreement and cause the SRW Agreement to be registered against title to the Consolidated Parcels under section 218 of the Land Title Act, each with priority over all financial charges, liens and encumbrances.

2.4 Title and Possession — On the Completion Date, the City will: (a) convey the estate in fee simple of the Lands to the Purchasers free and clear of all registered liens, charges and encumbrances except for the Permitted Encumbrances; and (b) give vacant possession of the Lands to the Purchasers, subject only to the Permitted Encumbrances.

2.5 Survey Plans & Extension Agreements: (a) Before the Completion Date the Purchasers will cause a B.C. Land Surveyor to prepare the Consolidation Plan. (b) Before the Completion Date, the Purchasers will execute the application to deposit the Consolidation Plan. (c) Before the Completion Date the Purchasers will prepare Extension Agreements, and cause such Extension Agreements to be executed by the holders of any charges registered against title to Lot 7 and Lot 8, as necessary to enable the deposit of the Consolidation Plan with the LTO and to consolidate the Lot 7 Transfer Area with Lot 7 into a single parcel and the Lot 8 Transfer Area with Lot 8 into a single parcel.

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

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ARTICLE 3 — CONDITIONS PRECEDENT

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

(a) On or before April 20, 2021 the council of the City, in its sole and absolute unfettered discretion, will have approved of and authorized the sale of the Lands to the Purchasers in accordance with this Agreement.

(b) On or before April 20, 2021 the approving officer for the City, in his sole and absolute unfettered discretion, will have approved the Consolidation Plan.

(c) On or before April 20, 2021 the Consolidation Plan will have been approved by both parties and the application to deposit the Consolidation Plan will have been executed by the Purchasers and its chargeholders (if any), and all other persons who are required to sign the application to deposit the Consolidation Plan, other than the Purchasers.

(d) On or before April 20, 2021 the Owner will have completed the landscaping works outlined and described in the memo attached to this Agreement as Schedule D, all to the satisfaction of the City (the "Landscaping Memo").

If any of the Conditions Precedent in this section are not satisfied within the applicable time provided herein, this Agreement will automatically terminate and the parties will have no further obligations to each other under this Agreement unless the time for satisfaction is extended by agreement of the parties in accordance with section 6.15.

In consideration of $1.00 non-refundable paid by the City to the Purchasers and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the Purchasers, the Purchasers agree not to revoke this Agreement while it remains subject to any of the Conditions Precedent.

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ARTICLE 4 — COMPLETION

4.1 Closing Documents — (a) No later than 7 days before the Completion Date, the Purchasers will cause the Purchaser's Solicitors to deliver to the City's Solicitors, properly executed by the Purchasers and in registerable form where applicable: (i) the Transfers, to be approved and executed by the City; (ii) the Consolidation Plan and associated application to deposit, duly executed by all chargeholders required to sign it; (iii) the SRW Agreement, to be approved and executed by the City; (iv) 2 copies of the City's Statement of Adjustments, to be approved and executed by the City; and (v) the GST Certificate.

(b) Before the Completion Date, the City will cause the City's Solicitors to deliver to the Purchaser's Solicitors on undertakings satisfactory to the City's Solicitors: (i) the Transfers; (ii) the Consolidation Plan and associated application to deposit; and (iii) the SRW Agreement; each duly executed on behalf of the City.

4.2 Completion — On or before the Completion Date: (a) The Purchaser will pay the Purchase Price, adjusted in accordance with this Agreement, to the Purchaser's Solicitors in trust; (b) forthwith after receipt by the Purchaser's Solicitors of such payment and of the documents from the City's Solicitors under section 4.1(b), the Purchaser will cause the Purchaser's Solicitors to apply to the LTO to deposit, file and register, as applicable, the Transfers, the application to deposit the Consolidation Plan, the SRW Agreement, and the Extension Agreements (collectively, the "LTO Instruments"), in that order, as an "all or nothing" concurrent application; and (c) upon the Purchaser's Solicitors being satisfied, based on an LTO search obtained promptly following the application to deposit the LTO Instruments under the preceding paragraph, that there are no transfers, liens, charges or encumbrances, other than the LTO Instruments and the Permitted Encumbrances, registered or pending registration against title to the Lot 7 and Lot 8, the Purchaser will cause the Purchaser's Solicitors to deliver to the City or the City's Solicitors a solicitor's trust cheque in the amount of the adjusted Purchase Price.

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

4.3 Risk — The Lands are at the City's risk until application is made to register the Transfers in the LTO and is thereafter at the Purchasers' risk.

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ARTICLE 5 — REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS

5.1 The Lot 7 Owners Representations and Warranties — The Lot 7 Owners hereby represent and warrant to the City that the following are true, and covenants with the City that the following will be true on the Completion Date:

(a) there is no claim, action, proceeding or investigation pending, or to the Lot 7 Owners' knowledge threatened, against the Lot 7 Owners before any court, arbiter, arbitration panel, administrative tribunal or agency which, if decided adversely to the Purchasers, might materially affect the Lot 7 Owners' ability to perform its obligations hereunder;

(b) neither the Lot 7 Owners entering into this Agreement nor the performance of its terms will result in the breach of or constitute a default under any term or provision of any enactment, indenture, mortgage, deed of trust or other agreement to which the Lot 7 Owners are bound or subject;

(c) the Lot 7 Owners have taken all necessary or desirable actions, steps and other proceedings to approve and authorize, validly and effectively, the entering into, execution, delivery and performance of this Agreement;

(d) the Lot 7 Owners are the beneficial and registered owners in fee simple of Lot 7; and

(e) the Lot 7 Owners are registered under the Excise Tax Act (Canada) for the purposes of GST and the Lot 7 Owner's registration number is [text crossed out in original].

5.2 The Lot 8 Owners Representations and Warranties — The Lot 8 Owners hereby represent and warrant to the City that the following are true, and covenants with the City that the following will be true on the Completion Date:

(a) there is no claim, action, proceeding or investigation pending, or to the Lot 8 Owners' knowledge threatened, against the Lot 8 Owners before any court, arbiter, arbitration panel, administrative tribunal or agency which, if decided adversely to the Purchasers, might materially affect the Lot 8 Owners' ability to perform its obligations hereunder;

(b) neither the Lot 8 Owners entering into this Agreement nor the performance of its terms will result in the breach of or constitute a default under any term or provision of any enactment, indenture, mortgage, deed of trust or other agreement to which the Lot 8 Owners are bound or subject;

(c) the Lot 8 Owners have taken all necessary or desirable actions, steps and other proceedings to approve and authorize, validly and effectively, the entering into, execution, delivery and performance of this Agreement;

(d) the Lot 8 Owners are the beneficial and registered owners in fee simple of Lot 8; and

(e) the Lot 8 Owners are registered under the Excise Tax Act (Canada) for the purposes of GST and the Lot 8 Owner's registration number is 84/128872?0100/ 216211015 R0001 [handwritten in original document].

5.3 The Purchaser Acknowledgments — The Purchasers acknowledge and agree that:

(a) the City sells and the Purchasers purchase the Lands on an "as is" basis and condition;

(b) the City has not made any representations or warranties whatsoever with respect to the Lands, including as to the condition or quality of the Lands, including as to: (i) the subsurface nature or condition of the Lands (including soil type, hydrology and geotechnical quality or stability); (ii) the environmental condition of the Lands (including regarding Contaminants in, on, under or migrating to or from the Lands) or regarding the compliance of the Lands, or past or present activities on it, with any Environment Laws; or (iii) the suitability of the Lands for the Purchaser's intended use for, or development of, the Lands; and

(c) it is the sole responsibility of the Purchasers to satisfy themselves with respect to the matters referred to in section 5.3(b) including by conducting any reports, tests, investigations, studies, audits and other enquiries that the Purchasers, in its sole discretion, considers prudent.

5.4 Release and Indemnity — Effective from and after Completion:

(a) the Purchasers will assume and is solely responsible for, and releases the City (and its elected and appointed officials, employees, contractors and agents) from and against, any and all actions, causes of action, liabilities, demands, claims, losses, damages, costs (including remediation costs (as defined in the Environmental Management Act (British Columbia)), the costs of complying with any Environmental Laws and any consultant and legal fees, costs and disbursements), expenses, fines and penalties whether occurring, incurred, accrued or caused before, on or after Completion, which the Purchasers or any other person has or may have arising out of or in any way related to or in connection with the Lands, including the presence of Contaminants in, on, under or migrating to or from the Lands, and any mandatory or voluntary remediation, mitigation or removal of any Contaminants;

(b) the Purchasers will indemnify and save harmless the City (and its elected and appointed officials, employees, contractors, and agents) from and against any and all actions, causes of action, liabilities, demands, claims, losses, damages, costs (including remediation costs, as defined in the Environmental Management Act (British Columbia), the costs of complying with any Environmental Laws, remediation cost recovery claims, liability for remediation and any consultant and legal fees, costs and disbursements), expenses, fines and penalties whether occurring, incurred, accrued or caused before, on or after the Completion Date, which the City, or its elected or appointed officials, employees, contractors or agents, may suffer, incur, be subject to or liable for, whether brought against any one or more of them by the Purchasers or any other person, or any Governmental Authority, arising out of or in any way related to or in connection with the presence of Contaminants in, on, under or migrating to or from the Lands, and any mandatory or voluntary remediation, mitigation or removal of any Contaminants; and

(c) without limiting the rest of this section 5.4, for the purpose of allocation of remediation costs pursuant to the Environmental Management Act (British Columbia), including and after the Completion Date: (i) the Lot 7 Owners will be, as between the City and the Lot 7 Owners, solely responsible for the costs of any mandatory or voluntary remediation of Lot 7 Transfer Area under that Act and this binds the Lot 7 Owners with respect to any allocation of remediation costs, as defined by that Act, by any procedure under that Act; and (ii) the Lot 8 Owners will be, as between the City and the Lot 8 owners, solely responsible for the costs of any mandatory or voluntary remediation of the Lot 8 Transfer Area under that Act and this binds the Lot 8 Owners with respect to any allocation of remediation costs, as defined by that Act, by any procedure under that Act.

5.5 Site Profile — The Purchasers hereby waive any requirement for the City to provide to the Purchasers a site profile (as defined in the Environmental Management Act (British Columbia)) with respect to the Lands.

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ARTICLE 6 — MISCELLANEOUS

6.1 Fees and Taxes — The Purchasers will pay, as and when due and payable: (a) any property transfer tax payable under the Property Transfer Tax Act (British Columbia) with respect to the purchase of the Lands hereunder; (b) any LTO fees in connection with the registration, filing or deposit with the LTO of any document or plan to be deposited, filed or registered pursuant to the terms of this Agreement, including the LTO Instruments; (c) their own legal fees and disbursements; and (d) any GST payable in respect of the sale to the Purchasers of the Lands hereunder, with the Purchasers and the City agreeing that the Purchase Price does not include GST.

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

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

6.4 Preparation of Documents — The Purchasers will prepare all necessary conveyancing documentation.

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

6.6 Notice — Any notice, direction, demand, approval, certificate or waiver (any of which constitutes a "Notice" under this section) which may be or is required to be given under this Agreement will be in writing and be delivered to the applicable address set out above or by email to the City at [email address redacted in original image] or to such other address or email address of which notice has been given as provided in this section. Any Notice that is delivered is to be considered given on the day it is delivered and any Notice sent by email is to be considered given on the day it is sent, except that if, in either case, that day is not a Business Day, the Notice is to be considered given on the next Business Day.

6.7 No Effect on Powers — For clarity, this Agreement does not: (a) affect or limit the discretion, rights, duties or powers of the City or the approving officer for the City under the common law or any statute, bylaw or other enactment nor does this Agreement create or give rise to, nor do the parties intend this Agreement to create, any implied obligations concerning such discretionary rights, duties or powers; (b) affect or limit the common law or any statute, bylaw or other enactment applying to the Land; or (c) relieve the Purchasers from complying with any common law or any statute, regulation, bylaw or other enactment.

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

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

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

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

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

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

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

6.14 Schedules — The following Schedules to this Agreement form an integral part of this Agreement:

• Schedule A — Sketch showing the approximate areas of the Lot 7 Transfer Area and the Lot 8 Transfer Area
• Schedule B — SRW Agreement
• Schedule C — Title Search for City's Lands
• Schedule D — Landscaping Memo

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

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

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

6.18 No Real Estate Agent — The Purchasers represent and warrant to the City that no real estate agent or other agent has assisted the Purchasers, or in any way directly or indirectly participated, in the making of this Agreement and that no real estate agent or other agent is entitled to any commission or other remuneration in any way in connection with this Agreement or the sale and purchase of the Lands between the City and the Purchasers.

6.19 Survival — The Purchasers hereby covenant and agree that all representations, warranties, releases and indemnities of the Purchasers set forth in this Agreement or in any document delivered in connection with the sale and purchase of the Lands shall survive the closing of the sale and purchase of the Land.

6.20 Non-Merger — None of the provisions of this Agreement will merge on Completion of the sale of the Lands to the Purchasers.

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

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SIGNATURES

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

[SIGNATURES ON ORIGINAL DOCUMENT]

• VINKO THOMAS POLDRUGOVAC — signed
• SAIJA LYNN POLDRUGOVAC — signed

SHANE HUGHES CONSTRUCTION LTD. by its authorized signatory(ies):

• SHANE HUGHES — signed

RICK FURTADO DEVELOPMENTS INC. by its authorized signatory:

• RICK FURTADO — signed

CITY OF LANGFORD by its authorized signatories:

• Mayor: [line left blank in original]
• Clerk: [line left blank in original]

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Schedule A

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Schedule B

(Note on image: "SRW Agreement will be as approved by the City of Langford prior to removal of the Conditions Precedent in clause 3.1")

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Schedule C — Title Search Print

(Excerpted details as shown in the original Title Search Print)

• File Reference: [Declared Value $1092000]
• Title Number: CA8782298 (From Title Number CA8347286)
• Application Received: 2021-02-18
• Application Entered: 2021-03-01
• Registered Owner in Fee Simple / Registered Owner/Mailing Address: CITY OF LANGFORD, 2ND FLOOR, 877 GOLDSTREAM AVENUE, VICTORIA, BC V9B 2X8
• Taxation Authority: Langford, City of
• Description of Land: Parcel Identifier: 031-163-068; Legal Description: LOT 40 SECTIONS 83 AND 84 HIGHLAND DISTRICT PLAN EPP101118 EXCEPT PLAN EPP103101

Legal Notations (as shown):

• THIS TITLE MAY BE AFFECTED BY A PERMIT UNDER PART 14 OF THE LOCAL GOVERNMENT ACT, SEE CA6710399
• HERETO IS ANNEXED EASEMENT CA8347308 OVER PART OF LOT 39 PLAN EPP101118 SHOWN AS AREA 25 ON PLAN EPP101119
• THIS TITLE MAY BE AFFECTED BY A PERMIT UNDER PART 26 OF THE LOCAL GOVERNMENT ACT, SEE ET137876
• THIS TITLE MAY BE AFFECTED BY A PERMIT UNDER PART 26 OF THE LOCAL GOVERNMENT ACT, SEE ET38059
• THIS TITLE MAY BE AFFECTED BY A PERMIT UNDER PART 26 OF THE LOCAL GOVERNMENT ACT, SEE ET91149
• [additional permit references listed on subsequent pages of the Title Search Print]

Charges, Liens and Interests (selected entries as shown):

• Nature: UNDERSURFACE RIGHTS — Registration Number: 203247G — Registration Date: 1956-12-17 12:41 — Registered Owner: OSWOOD G. MACDONALD — Remarks: Crown grant dated 09.09.1956 (certificate of charge issued 26.02.1957) subject to terms of crown grant filed in DD 203247G all mineral deposits precious and base save coal, petroleum and any gas or gasses in, upon or under that part of section 84 lying within Lot 86 Highland District and known as "TOLMIE" mineral claim
• Nature: RIGHT OF WAY — Registration Number: A18791 — Registration Date: 1972-02-15 — Registered Owner: BRITISH COLUMBIA HYDRO AND POWER AUTHORITY — Remarks: PART OUTLINED IN RED ON PLAN 2064 RW
• Nature: EXCEPTIONS AND RESERVATIONS — Registration Number: ES60836 — Registration Date: 2001-07-24 14:04 — Registered Owner: THE CROWN IN RIGHT OF BRITISH COLUMBIA — Remarks: INTER ALIA SECTION 50 LAND ACT PART FORMERLY SEC 84 HIGHLAND DIST EXCEPT THAT PART IN PLANS VIP72556, VIP75509, VIP89370, EPP72419 AND EPP80460
• Nature: COVENANT — Registration Number: ET65734 — Registration Date: 2002-06-12 14:58 — Registered Owner: DISTRICT OF LANGFORD — Remarks: INTER ALIA MODIFIED BY EW5425
• Nature: STATUTORY RIGHT OF WAY — Registration Number: FB178905 — Registration Date: 2008-06-03 10:38 — Registered Owner: CAPITAL REGIONAL DISTRICT — Remarks: PART FORMERLY SEC 83 HIGHLAND DIST EXCEPT PARTS IN PLANS VIP75509, VIP77878, VIP78873, VIP80330, VIP82040, VIP82483, VIP82960, VIP88981, VIP88983, EPP33056, EPP80460 AND EPP68922
• [additional covenants, statutory rights of way and other encumbrances listed on subsequent pages]

Duplicate Indefeasible Title: NONE OUTSTANDING
Transfers: NONE
Pending Applications: NONE

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Schedule D — Landscaping Memo

(Note on image: "Landscaping will be as approved by the City of Langford prior to removal of the Conditions Precedent in clause 3.1")

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