BY-LAW 1!5 OF 2001 OF THE CITY OF SARNIA

BY-LAW 1!5 OF 2001 OF THE CITY OF SARNIA "A By-law to Authorize an Agreement with Oakridge Developments Corp. ------------------------------------------------------------ WHEREAS it is deemed expedient that the Corporation of the City of Sarnia enter into a Subdivision Agreement with Oakridge Developments Corp. NOW THEREFORE the Municipal Council of The Corporation of the City of Sarnia enacts as follows: 1. The Corporation of the City of Sarnia is authorized to enter into a Subdivision Agreement with Oakridge Developments Corp., in the form of the Agreement a copy of which is annexed to this By-law. 2. The Mayor and Clerk are authorized to execute such agreement and to affix to it the Corporate Seal of the Corporation of the City of Sarnia. 3. This By-law comes into force and effect upon being finally passed. FINALLY PASSED THIS 5TH DAY OF NOVEMBER, 2001.

2 THIS AGREEMENT made in quintuplicate the day of,2001 BETWEEN: OAKRIDGE DEVELOPMENTS CORP. (A Company incorporated under the laws of the Province of Ontario) (hereinafter called the "Subdivider") AND THE CORPORATION OF THE CITY OF SARNIA (hereinafter called the "City") LORRAINE LOGAN (of the City of Sarnia, County of Lambton) (hereinafter called the "Mortgagee") B2B TRUST IN TRUST FOR RRSP #S303775 (hereinafter called the "Mortgagee") B2B TRUST IN TRUST FOR RRSP #Z018002 (hereinafter called the "Mortgagee")

RESIDENTIAL SUBDIVISION AGREEMENT between OAKRIDGE DEVELOPMENTS CORP. and the CORPORATION OF THE CITY OF SARNIA INDEX Paragraphs 1. SERVICE CHARGE........... 5 2. PUBLIC SERViCES... 6 3. PLANS AND SPECiFiCATIONS...... 6 4. COMPLETION... 7 5. ROADWAYS... 7 6. WATERMAINS... 7 7. SEPTIC SYSTEMS... 7 8. STORM SEWERS... 8 9. STREET SiGNS...... 8 10. HOUSE NUMBERS...... 9 11. STREET LIGHTS AND POWER CONNECTION...... 9 12. PAVING DRIVEWAYS... 9 13. GRADING AND DRAINAGE DEFINITIONS... 9 14. DRAINAGE AND GRADING PLANS... 10 15. BUILDING AND SITE ELEVATIONS... 10 16. LANDS FOR MUNICIPAL PURPOSES... 11 17. PAYMENT FOR TAXES... 11 18. COMMUTATION OF LOCAL IMPROVEMENTS... 11 19. NOTIFICATION OF SERVICES... 11 20. DEVELOPMENT OF BLOCKS... 11 21. WALKWAYS & FENCiNG... 12 22. FINANCIAL ARRANGEMENTS... 12 23. GENERAL...... 13 24. SPECIAL PROViSiONS...... 13 25. REGISTRATION OF SUBDIVISION AGREEMENT... 13 26. STANDARDS... 14 27. NO CITY LIABILITY... 14 28. DEFAULT BY SUBDIVIDER... 14 29. CERTIFICATE OF DIRECTOR... 14 30. WAIVER... 15 31. SCHEDULES... 15 32. POSTPONEMENT OF MORTGAGE... 15 33. CONDITIONS OF DRAFT APPROVAL... 15 34. REGISTRATION DATA... 15 35. SURVEY BARS AND MONUMENTS...... 16 36. BURDEN OF AGREEMENT... 16 37. ASSIGNMENT... 16 38. INTERPRETATION... 16 39. CONFLICT... 16 40. REGISTRATION OF THE PLAN... 16 41. AMENDMENT... 16 42. CONSTRUCTION LIENS... 16 43. NON-EXECUTION BY PARTIES... 17 44. CERTIFICATION OF TITLES ACT... 17 45. SPOUSAL CONSENT...... 17 46. CONNECTIONS TO CITY MAINS... 17 47. CONTRACTORS... 17 48. MUNICIPAL SERVICES... 18 49. UTILITY CO-ORDINATION/EASEMENTSIWALKWAYS... 18 50. LETTER OF CREDIT FORM... 18 51. INSURANCE AND INDEMNITY... 18 52. PROHIBITION OF BUILDING PERMITS...... 19 53. REAR YARD CATCH BASINS... 19 54 ONTARIO FIRE MARSHAL REQUIREMENTS... 19 55. REFERENCE PLAN... 19 56. STREET TREE PLANTING...... 20 57. PHASiNG... 20 58. ROAD CLEANING... 20 59 DEFINITIONS......... 21 3

4 INDEX-2 Schedules "AU "B" REGISTERED PLAN... Not Attached ENGINEER'S GENERAL PLAN OF SUBDIVISION... Not Attached "E" SPECIAL PROViSiONS...,... o 22 "F" CITY ENGINEERING STANDARDS & SPECIFICATIONS... Not attached "G" DESCRIPTION OF LANDS IN PLAN... n... 24 "Hit LOT RELEASE CERTIFICATE FORM... u... 25 "J" LANDS AND EASEMENTS TO BE CONVEyED... 26 "l" ASSUMPTION AGREEMENT FORM... H... 27 "M" OFFER TO CONNECT AGREEMENT... Not attached "N" LETTER OF CREDIT FORM... 0... 28 "0" ON-SITE SEWAGE SYSTEM DESIGN REPORT... Not attached

5 WHEREAS the Subdivider warrants that it is or will be the sole owner of the lands described in Schedule "G" to this Agreement (the "Land"), upon which the Subdivider intends to develop a subdivision in accordance with the proposed plans (the "Plans"), as shown in Schedule "A" to this Agreement; AND WHEREAS the Subdivider warrants that an application has been made to the City of Sarnia (the "City"), for the approval of the Plan, for the purpose of registering same; AND WHEREAS the Subdivider warrants that the Land will be free from encumbrances except for the mortgages and other encumbrances registered in favour of the Mortgagees named herein as parties of the third part, who by execution hereof, consent to the Subdivider entering into this Agreement insofar as the interest of the Mortgagees in the Land is concerned and postpone their interest in the Land to the interest of the City to the extent that this Agreement shall take effect and have priority as if it had been executed and registered before the execution of the document or documents giving to the Mortgagees their interest in the Land. AND WHEREAS it is required that the Subdivider construct and install certain services hereinafter referred to, do certain things and undertake certain financial arrangements with the City. NOW THEREFORE THIS AGREEMENT WITNESS TO that in consideration of the payment ofthe sum of One Dollar ($1.00) of lawful money of Canada, now paid by each of the parties hereto to the other (the receipt of which is hereby acknowledged) and other valuable consideration, the Subdivider hereby covenants, promises and agrees with the City as follows: 1. SERVICE CHARGES (a) Development Charges (i) The Subdivider or any subsequent owner shall pay to the City a development charge for each dwelling or building constructed on the lands, in compliance with the City's Development Charges By-law, current at the time a building permit is issued for such unit or building, before a building permit is issued for such dwelling or building. No building permit shall be issued for a dwelling unit or building until after such fee is paid. The said monies shall be a charge on the lands which comprise the site for the dwelling unit or building. (b) Water Service Fee Prior to the execution of this Agreement, the Subdivider shall pay to the City, by cash or certified cheque, 20 per metre of watermain and 25 per metre of sewer main for water used for flushing said sewer and water lines. (c) Building Permit Fee Prior to the issuance of a building permit, applicants for a building permit shall pay to

the City, by cash or certified cheque, 75 per $1,000.00 of the estimated cost of the building as set out in the application for the building permit for water used for construction purposes. 6 (d) Miscellaneous Water Fee If the Subdivider wishes to use water for purposes other than as provided for in (b) and (c) above, the Subdivider may only do so with approval of the City Engineer and upon payments as determined by the City. 2. PUBLIC SERVICES The Subdivider shall construct and install or cause to be constructed and installed the following public services (the "Work") at its expense in accordance with the provisions of this Agreement including the plans and specifications in the Schedules hereto: watermains and appurtenances (including laterals to lot lines) septic tanks boulevards sodded street signs underground power and communication lines in joint trench natural gas lines 3. PLANS AND SPECIFICATIONS (a) The Subdivider's engineer shall be a Registered Ontario Professional Engineer who shall do all design work and provide full-time construction supervision and make the necessary contracts for the construction and construction supervision of the Work. The design work, contracts and supervision are to be done and made by the Subdivider's engineer to the satisfaction of the City Engineer. All such design work shall be signed and sealed by the Subdivider's engineer. (b) The Subdivider shall obtain all necessary permits and approvals of the Work as required (e.g. Ministry of Environment, County of Lambton, Bluewater Power, CNR, etc.) and copies of such permits and approvals shall be given to the Director and the City Engineer. (c) The Subdivider agrees that all plans and specifications shall be prepared in accordance with the requirements of the City Engineer. All construction plans and specifications are to be included in Schedules "B". Upon completion of the installation of the services, the Subdivider shall cause the Subdivider's engineer to complete all drawings in digital form (autocad format) showing the exact location of the services as actually constructed and deposit one set of prints, one set of mylars and one set of disks with the City Engineer. Before the execution of this Agreement, the Subdivider shall pay to the City, as security for the deposit of such drawings, an amount of money equal to the greater of $2,500.00 or 1% of the estimated cost of the Work described in Schedules "B" and "C".

7 4. COMPLETION Unless otherwise provided the Subdivider shall complete all work required by this Agreement within one year of the date of this Agreement or within six (6) months from the date of the first building permit being issued for any land in the Plan, whichever is the earlier date. 5. ROADWAYS (a) The Subdivider is constructing a private driveway and associated drainage system on Blocks 8, 11, 12, 15, 16, 19 and 20. This driveway is not a municipal road and will not be maintained by the City, including snow removal. The expense and maintenance of such private driveway and drainage system shall be shared equitably among the owners of Lot 1 & Blocks 8 & ft, Lot 2 & Blocks 10 & 11, Lot 3 & Blocks 12 & 13, Lot 4 & Blocks 14.15 & 22, Lot 5 & Blocks 16 & 17, Lot 6 & Blocks 18 & 19, Lot 7 & Blocks 20 & 21. No direct access from to Blackwell or Modeland Roads shall be permitted from Lot 1 & Blocks 8 & 9, Lot 2 & Blocks 10 & 11, Lot 3 & Blocks 12 & 13, Lot 4 & Blocks 14. 15 & 22, Lot 5 & Blocks 16 & 17, Lot 6 & Blocks 18 & 19, Lot 7 & Blocks 20 & 21 exceptfrom the private road on Blocks 8, 11, 12, 15, 16, 19 and 20. The said private road and associated drainage system shall be constructed with Schedule "B". Appropriate easements shall be conveyed between Lot 1 & Blocks 8 & 9, Lot 2 & Blocks 1 0 & 11, Lot 3 & Blocks 12 & 13, Lot 4 & Blocks 14. 15 & 22, Lot 5 & Blocks 16 & 17, Lot 6 & Blocks 18 & 19, Lot 7 & Blocks 20 & 21 to provide access for all the lots on the private driveway. The Subdivider shall ensure that the deeds for the lots include provisions for this shared maintenance. 6. WATERMAINS Watermains shall be constructed and installed in accordance with the current City requirements and the provisions of this Agreement to the satisfaction of the City Engineer. 7. SEPTIC TANKS (a) This development is not served by municipal sanitary sewers. Therefore the lots subject of this agreement is to be served by a private on-site sewage system. The Owner is responsible for obtaining all necessary sewage system permit approvals and for maintenance of the system once it is installed. (b) The sewage system requirements for this development are detailed in the "Geotechnicallnvestigation/On-site Sewage System Design" report prepared by AMEC Earth and Environmental, dated September 20, 2001 and attached as Schedule "0" to this Agreement. This report is based on a set of assumptions regarding the maximum size of the dwellings in this development. Each septic system installed within this subdivision shall be approved by the County of Lambton under the Ontario Building Code or its successors. (c) A sewage system envelope must be established on the lots and each lot is required to contain sufficient area for an approved sewage system and a 100% contingency

8 area for a second sewage system in the event that the first system fails The size and location of the replacement sewage system envelope shall be determined in accordance with the Ontario Building Code and shall not be less than 30 square metres. Under no circumstances shall any buildings or structures (Le. sheds, pools etc.) be located within the sewage system envelopes. (d) As part of building/septic permit application, the lot owner is required to submit a lot plan showing: existing and proposed contours; required drainage facilities (ie swales, ditches, infiltration trenches etc.) complete with elevations and direction of flow; the building envelop, including basement and first floor elevations and municipal setbacks; the sewage system envelope, including 100% contingency absorption bed area (dimensioned and located relative to lot lines); location of the required water supply; and details of the sewage system design including septic tank size, pump specifications (if a pump is required) and any special requirements or equipment, number of bedrooms in the dwelling (libraries, dens, studies etc. are considered bedrooms), fixture unit count and notation on the lot plan that the location of the sewage system envelope is to be fixed, and that no buildings, structures, equipment or materials are permitted within the sewage system envelope area, temporarily or permanently, except structures, equipment or materials necessary for the construction of the sewage system. (e) An application under the Ontario Building Code for septic approval shall include engineered drawings showing the location and design of the sewage system. It will also be required that an engineering firm with soils and sewage system design expertise oversee the installation of the sewage system. Permission to backfill the septic system will not be given by the Sewage System Inspector until the appointed engineering firm certifies in writing that the grading of the lot and the installation of the sewage system has been supervised and found in keeping with the conditions of the sewage system permit. 8. STORM SEWERS (a) Storm sewers shall be constructed and installed in accordance with the current City requirements and the provisions of this Agreement to the satisfaction of the City Engineer and shall be of sufficient size to properly drain the lands within the Plan and accommodate requirements of contributory drainage areas. (b) No roof drainage or down spouts shall be connected to the storm sewers. 9. STREET SIGNS The Subdivider shall provide and install all street and stop signs as required by the City Engineer. These shall be designed in accordance with the current City requirements to the satisfaction of the City Engineer.

9 10. HOUSE NUMBERS All Lot, Block or building numbers for use within the Plan shall be allocated by the Director. To obtain such allocation the Subdivider shall furnish the Director with a copy of the Plan as registered upon which the Director will designate the proper numbers for each Lot, Block or building. Each owner shall cause the number to be provided and placed and maintained in a conspicuous position in the front of the property. 11. STREET LIGHTS AND POWER CONNECTION The Subdivider shall be required to install the local power distribution system to be connected to the Bluewater Power Distribution Corporation distribution system in accordance with the requirements of the Bluewater Power Distribution Corporation. The Subdivider shall be required to enter into a Offer To Connect Agreement with the Bluewater Power Distribution Corporation, attached as Schedule "M" to this Agreement, priorto execution of this Agreement and pay to the City any monies required to paid to Bluewater Power Distribution Corporation related to the development. In the event that the terms and conditions of the Offer to Connect Agreement are in default, the City shall refuse to issue building permits for the lots in the Plan, until the Offer to Connect Agreement is no longer in default. 12. PAVING DRIVEWAYS Every driveway shall be paved and maintained with hot mix asphalt, paving stone or concrete in accordance with Schedule "F" from the paved portion of the private street to the innermost end of the driveway by the owner when constructing the building which any driveway is to serve and any such driveway shall be provided for in the application for the building permit for such building. The construction of such building shall not be considered complete until after such paving has been completed. Where sidewalks are required adjacent to the street, such sidewalks shall be constructed in accordance with Schedules "C" &"F" and shall be constructed to be continuous through the driveways. Occupancy of such building before such paving is completed is prohibited without special consent from the Chief Building Official. 13. GRADING AND DRAINAGE DEFINITIONS (a) A Storm Drainage Plan shall show all storm drainage areas within the Subdivision, the areas in hectares and the runoff coefficient for each specific runoff area and shall include a standard storm calculation sheet for the Subdivision. (b) A Grade Control Plan shall show the proposed grades for each lot, the roads, and the overall grading requirements for the Subdivision. (c) A Certified Lot Grading Plan certifies that the proposed individual lot grades conform with the requirements of the Grade Control Plan for the subdivision and shall show: (i) the proposed finished elevation at the corners of the lot;

10 (ii) (iii) (iv) (v) the proposed finished elevation at the front and rear of the building; the proposed finished top and invert elevations and location of the rear yard catch basin or dry well; the proposed finished elevation of any retaining walls, the proposed location of any walkouts onto these lands and any abrupt changes in the proposed finished elevation of these lands; and the existing elevations around the perimeter of the lot. (d) An Interim Grading Certificate shall bear the signature and seal of either a Registered Ontario Professional Engineer or an Ontario Land Surveyor and shall confirm that the elevation of the top of the foundation wall is set to no less than 150mm above the proposed finished elevation around the building as shown on the Certified Lot Grading Plan. (e) A Final Grading Certificate shall bear the signature and seal of either a Registered Ontario Professional Engineer or an Ontario Land Surveyor and shall certify that the actual finished elevation and grading ofthe lot conform to the Certified Lot Grading Plan. 14. DRAINAGE AND GRADING PLANS (a) The Subdivider shall prepare and deposit with the Director a Storm Drainage Plan and a Grade Control Plan approved by the City Engineer showing the final grades of all lands and roads within the Plan and such Storm Drainage Plan and Grade Control Plan are part of Schedule "B" hereto. (b) Any land designated for drainage works shall be indicated on such Storm Drainage Plan to the satisfaction of the City Engineer. (c) If any land in the Plan outlets into a drain in a drainage area to which the Drainage Act applies, the Subdivider consents to the City causing a report to be prepared and a by-law to be passed pursuant to the Drainage Act to incorporate such land into such drainage area and to assess such land appropriately. 15. BUILDING AND SITE ELEVATIONS (a) Before any building permit is issued there shall be deposited with the Chief Building Official a Certified Lot Grading Plan conforming to the Grade Control Plan in Schedule "B: showing thereon the levels, grades and elevations of the proposed building and its site, and no building permit shall be issued without such plan. (b) An Interim Grading Certificate shall be provided to the Chief Building Official prior to framing or any above grade work on any proposed building. (c) No such building shall be occupied until after a Final Grading Certificate is provided to the Chief Building Official and the construction of any rear yard catchbasin and any

lateral from it to the storm sewer in the road provided by Schedules "B" and "C" have been completed. 11 (d) No person shall, at any time, add fill to a lot or grade a lot in such a manner that it will cause surface water to flow along the surface from that lot to any adjacent lands, except in accordance with the provisions of this Agreement. 16. LANDS FOR MUNICIPAL PURPOSES (a) The Subdivider shall grant to the City, in fee simple, a good title free from encumbrances to the lands set forth in Schedule "J" and easements free from encumbrances in a form satisfactory to the City Solicitor with respect to the lands set forth in Schedule "J" and with respect to such other lands as the City Engineer may determine in connection with grading plans. (b) Before the execution of this Agreement by the City, the Subdivider shall deposit with the Director the deed or deeds for the aforesaid, duly executed and in a form satisfactory to the City Solicitor with the Registered Plan number left blank in the description. After the registration of the Plan the City Solicitor is hereby authorized to enter the Registered Plan number in the Agreement and the cost of registration of any such deed shall be borne by the Subdivider. (c) Upon the registration of the Plan, the Subdivider holds the lands and interests in lands in Schedule "J" in trust for the City until conveyed to the City. 17. PAYMENT OF TAXES Before the execution of this Agreement, the Subdivider shall pay to the City all arrears of taxes and all taxes for the current year against the Land. 18. COMMUTATION OF LOCAL IMPROVEMENTS Before the execution of this Agreement, the Subdivider shall commute and pay to the City all existing local improvements assessed against the Land. Such payments are to be made by the Subdivider. 19. NOTIFICATION OF SERVICES The Subdivider shall notify each purchaser of land within the Plan of any payments provided for in this Agreement which the purchaser must make to the City and will notify such purchaser that some of the provisions of this Agreement will continue in force after completion of sale. Such information shall be contained in any contract for the sale of such land. 20. DEVELOPMENT OF BLOCKS - LOT CREATION - PART LOT CONTROL - N/A

12 21. FENCING AND SIDEWALK - N/A 22. FINANCIAL ARRANGEMENTS (a) Before any of the Work is commenced the Subdivider shall pay to the City: (i) an administration fee of $750.00. (ii) a legal fee of 1,050.00 (iii) in addition, the Subdivider shall pay to the City, before the execution of this Agreement City $2,000.000 as a deposit for City's costs of engineering design approval and inspections in connection with this Agreement and its provisions and this development and subdivision and the enforcement of this Agreement. If the City costs exceed the deposit payment shall be made forthwith by the Subdivider to the City upon the City submitting invoices for the same to the Subdivider from time to time If the monies paid for engineering inspection and design exceeds the costs of the City that are to be reimbursed pursuant to this Agreement, the City shall repay to the Subdivider without interest any surplus after such surplus has been ascertained. (iv) A security, in the form of a certified cheque or letter of credit (as per Schedule 'N'), equal to 100% of the value (including G.S.T.) of the work to be done by the Owner on City or County property. The Owner's consultant shall provide an estimate for the work to be approved by the City Engineer. Upon substantial completion, as certified by the City and the Subdivider's Engineer, the City will return 80% of the security without interest, 10% of the security will be held for 45 days until the construction lien period expires, in accordance with the Construction Lien Act, S.O. 1983 and 10% will be retained by the City for future maintenance. (b) Unless consent is given by the Director, no building permit for any building on the land within the Plan shall be issued and no construction of any building shall commence on the land within the Plan until after: (i) all underground services (and for the purposes of paragraph 22 "underground services" include, without limiting the generality thereof, watermains and appurtenances, storm sewers, catchbasins, suitable base course gravelled and graded private street, base course asphalt on private streets, and underground power, communication and natural gas lines) provided for in this Agreement have been constructed and completed to the satisfaction of the City Engineer; and (ii) the Subdivider has provided the Director with a letter of undertaking specifying

13 when any deficiencies and outstanding work will be completed; and (c)(i) When the requirements of this Agreement have been substantially completed and upon completion of all deficiencies and outstanding work the Subdivider's engineer shall give the City Engineer a Certificate of Completion that verifies that all work has been completed in accordance with the provisions of this Agreement and such Certificate shall act as notice of a request by the Subdivider for a construction clearance inspection by the City Engineer. (c)(ii) When the City Engineer has undertaken the construction clearance inspection and is satisfied that all of the Work required by this Agreement are complete, the City Engineer may release to the Subdivider such money or securities or portion of such money or securities as the City may no longer require, and shall issue a report to the City Council that all of the work required pursuant to this Agreement is complete and the provisions of the Agreement have been satisfied. (d) When the City Council has considered the report of the Director and has been satisfied that all requirements have been met, they shall by by-law passed at a Council meeting (after the items in clauses 22(b) & (c) have been completed or done) accept the completed subdivision but such acceptance shall not release the Subdivider from any liabilities or obligations hereunder except to the extent specifically set forth in the by-law. Prior to the City passing the by-law assuming the subdivision, The Subdivider guarantees the performance of the completed work provided for in this Agreement. 23. GENERAL (a) The approval of the City of this Plan does not relieve the applicant for a building permit from satisfying any other lawful requirements. (b) The Subdivider on behalf of itself, its successors and assigns in title, hereby covenants to indemnify and save harmless the City from all actions, causes of actions, suits, claims and demands whatsoever which may arise either directly or indirectly by reason of any alteration of the existing grade or level of any street or streets to bring the grade or level into conformity with the grade or level approved by the City Engineer or by reason of any damage to the lands abutting on any street or streets or to any building erected thereon, arising from or in consequence of, any such alteration of grade or level or by reason of any injuries or damages that may be suffered by any person on any unassumed street within the Plan before the City Council accepts the completed subdivision and assumes all of such streets by by-law. 24. SPECIAL PROVISIONS Special provisions in Schedule "E" hereto form part of this Agreement. 25. REGISTRATION OF SUBDIVISION AGREEMENT The Subdivider agrees that this Agreement may be registered upon the title to the Land

both before and after the registration of the Plan. Such registration shall be at the sole discretion of the City and paid for by the Subdivider. 14 26. STANDARDS Agreement. All services shall be constructed and installed in accordance with the provisions of this 27. NO CITY LIABILITY (a) This Agreement and the provisions hereof do not give to the Subdivider or any person acquiring any interest in the Land (each hereinafter in this paragraph called "such person"), any rights against the City or the City Engineer with respect to the failure of any such person to perform any obligations under this Agreement or the failure of the City to force any such person to perform any obligations under this Agreement or any negligence of any such person in the performance of the said obligations. (b) The only duty and responsibility of the City Engineer arising out of this Agreement is to the City and this Agreement and any work or services done or performed by the City Engineer under this Agreement do not in any way create any liability on the part of the City Engineer to the Subdivider or any person acquiring any interest in the Land. 28. DEFAULT BY SUBDIVIDER (a) If the Subdivider defaults in the performance of any of its obligations hereunder and such default continues after reasonable notice in writing thereof to the Subdivider, the City may at its sole discretion do the work and perform the service and supply the material in default or any part thereof and the Subdivider shall pay to the City forthwith on demand the cost thereof. (b) Interest shall accrue at the current prime interest rate ofthe City's bank from time to time on any monies payable to the City under this Agreement from the date default in payment of such monies occurs. (c) All monies payable to the City under this Agreement and all interest accruing on monies in default shall be a charge on the Land. (d) The City may also claim against any bond, letter of credit or other security filed with the City with respect to any monies or interest owing to the City hereunder. 29. CERTIFICATE OF DIRECTOR A certificate under the hand of the Director and the seal of the City shall be conclusive evidence to a bonafide purchaser for valuable consideration without notice to the contrary that the land mentioned therein is released from the charge for costs and expenses and the burden imposed by this Agreement to the extent mentioned therein.

15 30. WAIVER (a) The Subdivider for itself and its successors and assigns agrees not to call into question directly or indirectly in any proceedings whatsoever whether in law or in equity or before any administrative tribunal, the right of the City to enter into this Agreement and to enforce each and every item, covenant and condition herein contained and this Agreement may be pleaded as an estoppel against any such person in any such proceedings. (b) The Subdivider acknowledges that the City is entering into this Agreement and approving the Plan on the express representation of the Subdivider that it and its successors and assigns will observe and perform all the provisions of this Agreement and that the City is of the opinion that the Plan would not be in the public interest if the Subdivider, its successors and assigns, the owner or owners from time to time of the land in the Plan were not obligated to observe and perform all the provisions hereof except to the extent the City may lawfully change them. 31. SCHEDULES Schedules "A", "B", "F" "M" and "0" are not attached hereto but are a part of this Agreement and are incorporated herein by reference and are filed with the Clerk of the City identified by the signatures of the signing officers of the Subdivider and the City. Schedules "A", "B", "E", "F", "Gil, "H", "J", "L", "M", "N" and "0" form part of this Agreement. 32. POSTPONEMENT OF MORTGAGE The Mortgagees postpone their interest in the Land to the interest of the City to the extent that this Agreement shall take effect and have priority as if it had been executed and registered before the execution and registration of the document or documents giving to the Mortgagees their interest in the Land. 33. CONDITIONS OF DRAFT APPROVAL The Subdivider agrees at its own expense to do, perform, construct and complete any and all items of the conditions applying to the approval of the draft plan of subdivision, including any further amendments which may be issued from time to time as well as all items specifically provided for in this Agreement or any of the Schedules hereto and that such conditions and amendments form part of this Agreement and are incorporated herein by reference. 34. REGISTRATION DATA The City Solicitor is hereby authorized to add to this Agreement the registration number and date of the Plan after it is registered.

16 35. SURVEY BARS AND MONUMENTS After the proper completion of all the works (except the work required by this paragraph) required by this Agreement but before the City Council passes a by-law accepting the completed subdivision, the Subdivider shall give to the City a certificate of the Ontario Land Surveyor who prepared the Plan that all the survey bars and monuments shown on the Plan are then in place in the ground in the proper locations. If any bar or monument must be replaced so that the surveyor can give such certificate, the Subdivider shall be responsible for such replacement. 36. BURDEN OF AGREEMENT For greater certainty it is specifically acknowledged and agreed that the burden of this Agreement shall run with the Land. 37. ASSIGNMENT The Subdivider shall not assign the benefits of this Agreement or any interest herein without the written consent of the Director. 38. INTERPRETATION context. This Agreement shall be read with any change of gender or number required by the 39. CONFLICT In the event of any conflict between or among the plans and specifications relating to the construction of public services, the City Engineer shall decide which provisions shall prevail. 40. REGISTRATION OF THE PLAN City. The Subdivider agrees that the Plan shall not be registered without the consent of the 41. AMENDMENT Without in any way limiting the rights of the City, the Subdivider agrees that the City may, with the consent of the then registered owner of any land within the Plan, amend this Agreement insofar as it specifically affects such land or any part thereof. 42. CONSTRUCTION LIEN (a) The Subdivider shall indemnify and save harmless the City from all claims,

17 demands, losses, costs, expenses, causes of action or suits of whatsoever nature arising out of the services, labour and materials furnished by the Subdivider or its contractors or subcontractors under this Agreement and shall promptly cause to be discharged any liens registered against any City interest in any lands or any charge against any City money. (b) The Subdivider shall provide a security deposit for construction liens as addressed in Section 21 (a)(iv) of this agreement. (c) The decision of the City Engineer as to the cost of completing all the work provided for in this Agreement for the purposes of this paragraph shall be conclusive. (d) After all liens which may be claimed againstthe hold backs (for the value of which the City may be liable) have been satisfied, discharged or vacated or have expired, and the Subdivider's solicitor and engineer have given the Director written confirmation that the lien period has expired and there are no lien claims registered against the title to the Land, the City may release to the Subdivider the letter of credit and/or proceeds thereof to the extent that they have not been used to satisfy the Subdivider's obligations under this paragraph. 43. NON-EXECUTION BY PARTIES This Agreement is the deed of every party who execute it notwithstanding that it is not executed by one or more of the parties. 44. CERTIFICATION OF TITLES ACT The Plan shall not be registered before the title of the Subdivider to the Land has been certified under the Certification of Titles Act and the appropriate evidence thereof has been registered. 45. SPOUSAL CONSENT The Spouse of the Subdivider consents to the transaction evidenced by this Agreement and releases all her interest in the said Land to the extent required to give effect to this paragraph. 46. CONNECTIONS TO CITY MAINS No sewer main or water main which is being constructed pursuant to this Agreement shall be connected to a City sewer main or water main until after the consent of the City Engineer for that specific connection has been obtained. The approval of any Schedule to th is Agreement or the execution of this Agreement by the City does not constitute a consent required pursuant to this paragraph. 47. CONTRACTORS The Subdivider shall furnish the City Engineer with the name and address of each contractor or sub-contractor who is engaged to do any of the work provided for herein and no contractor or sub-contractor shall commence any of the work until after such information with

18 respect to such contractor has been so furnished in writing. 48. MUNICIPAL SERVICES The Subdivider acknowledges that the municipal services provided for in this Agreement become the property of the City when they are installed or constructed on or in a public highway, a City property or a City easement even though the City has not yet accepted the completed subdivision or assumed the highway. 49. UTILITY CO-ORDINATION/EASEMENTS (a) The Subdivider shall co-ordinate with the City Engineer and the utilities the preparation of the plans, designs and specifications and the installations of all utility companies such as Union Gas Limited, Bell Canada, Bluewater Power Distribution Corporation and Cogeco Cable T.V. The Subdivider shall cause to be included utility location drawings which form part of Schedule "B", all utility information (including existing and proposed utilities) as supplied by the various utility companies. Before the engineering plans are submitted to the City Engineer for approval the Subdivider shall: (i) circulate the engineering utility plans with the utilities shown on them to the utility companies for their review and approval; (ii) convene a co-ordinating meeting with all of the utility companies and the City Engineer to resolve all conflicts. (b) The Subdivider shall co-operate with the utility companies so that the work which the Subdivider is required to do shall be co-ordinated as much as is practicable with the installations of the utility companies. (c) Before construction of the Work is begun, the Subdivider shall convene a preconstruction meeting with each of the Utilities and the City Engineer. 50. LETTER OF CREDIT FORM Wherever in this Agreement reference is made to a letter of credit, it shall mean a letter of credit from a Canadian chartered bank in the form attached hereto as Schedule "N" unless the City otherwise requires. 51. INSURANCE AND INDEMNITY (a) All work to be performed upon an existing City or County right-of-way and on City or County streets shall comply with By-laws 145 of 1991 and 58 of 1991 of the City of Sarnia, and the Owners shall obtain the necessary permits to cut the street surface and perform the required connections to the City mains. (b) At least three (3) working days' notice shall be given to the City Engineer prior to the construction of any sewers, watermains, roads, grading or other service

work on the City or County right-of-ways. The City Inspector must inspect and measure prior to the Owner pouring concrete or laying asphalt. 19 (c) Any work performed on a City or County right-of-way shall be done by a contractor approved by the City and all work shall be done in accordance with City engineering specifications and related By-laws. 52. PROHIBITION OF BUILDING PERMITS Without limiting the generality of the provisions of this Agreement, no building permit shall be applied for or issued for any building on any land in the Plan that is not within an approved phase. 53. REAR YARD CATCH BASINS The construction of any rear yard catch basin and any lateral from it to the storm sewer in the road on which the building site fronts provided for by Schedules "B" or "c" is a part of the construction of the building and the construction of the building shall not be considered complete until after the construction of any such catch basin and any such lateral has been completed. It is the obligation of the party constructing such building to construct any such catch basin and any such lateral at the same time as the construction of such building. Occupancy of such building before the construction of any such catch basin and any such lateral has been completed is prohibited without special consent from the Chief Building Official. 54. ONTARIO FIRE MARSHAL REQUIREMENTS (a) The City and the Chief Building Official may refuse to issue any building permit for any building in the Plan, and no such building permit shall be issued, until: (i) all street identification signs required by this Agreement for the Plan have been installed and are in place; and (ii) the City Fire Department has performed flow tests on all fire hydrants in the Plan and all such fire hydrants have passed the tests. (b) In the event the work is done in phases, the provisions of this paragraph shall apply mutatis mutandis to each phase. 55. REFERENCE PLAN (a) The reference Plan required to create the individual lots for the dwelling units proposed to be constructed on the site shall be submitted to the City Engineer or the Director for comment prior to approval. (b) The boundaries of the reference plan shall be referenced to the 6 0 Universal Transverse Mercator Grid (NAD'83).

( c) Lots shall be established in accordance with the requirements of the Official Plan and Restricted Area By-law. 20 formats: (d) Upon completion and registration of the Plan, it shall be provided in the following (i) one set of Mylars (ii) three sets of prints (iii) one set of "dwg" (Autocad verso 12) or "DXF" format drawings on 3.S", 1.44 mbyte floppy disks. 56. STREET TREE PLANTING The Subdivider shall be required to supply and install on the boulevards one tree per residential lot subject to the following: (a) The tree shall be not less that SOmm caliper at a height of 0.3 metres above the ground. (b) The tree species proposed for street tree planting shall be selected from the City's approved tree list. (c) The location of the tree shall be as approved by the City Engineer and subject the following: (i) No tree shall be planted within 12 metres of any street intersection. (ii) No tree shall be planted within 2 metres of a driveway or an above grade utility. (iii) Trees where possible shall be planted at a spacing of not greater than 12 metres. (iv) No trees should conflict with traffic signs. (d) The tree shall be planted on the boulevard in front of a lot, within 6 months ofthe dwelling on the lot being occupied. (e) In order to facilitate the planting of the above noted trees, the Subdivider shall prior to execution of this agreement deposit with the City monies equal to the cost of planting the required trees. The City will then be responsible for planting the trees generally in compliance with subsection (a), (b) and (c) above, as the development of the lands proceeds 57. PHASING - N/A 58. ROAD CLEANING The Subdivider shall be responsible for cleaning all public streets in the vicinity of the lands to remove all dirt, mud or debris which has been deposited thereon as a result of the construction on the Lands. Such cleaning shall be done at the end of each working day or otherwise as determined by the Director, acting reasonably. If the Subdivider is unable or unwill to clean the streets to the satisfaction of the City Engineer, the Subdivider hereby authorizes the City to clean the streets as required by the City Engineer and the Subdivider agrees to pay the City all costs associates with the

21 cleaning operation performed by the City. 59. DEFINITIONS In this Agreement: (i) "Director" means Director of Planning and Building or Designate; (ii) "City Engineer" means Director of Engineering or Designate. AND IT IS DECLARED AND AGREED that this Agreement and the covenants, provisoes, conditions and schedules herein contained shall be binding upon the Subdivider and its heirs, executors, administrators, successors and assigns, and the owner or owners from time to time of the Land. IN WITNESS WHEREOF the Parties hereto have executed this Agreement. Witness per OAKRIDGE DEVELOPMENTS CORP. Laurie Ellen Anning - President MORTGAGEES Lorraine Logan per B2B Trust in trust for RRSP #S303775 I have the authority to bind the Corporation per B2B Trust in trust for RRSP #Z018002 I have the authority to bind the Corporation THE CORPORATION OF THE CITY OF SARNIA Mayor Clerk

22 SCHEDULE "E" 1. LOT DESCRIPTIONS The lots subject ofthis agreement are described as a combination of lot and blocks. In order to provide clear direction now and in the future as to the proper combinations of Lots and Blocks the following shall be used: (A) Lot 1 & Blocks 8 & 9 (B) Lot 2 & Blocks 10 & 11, (C) Lot 3 & Blocks 12 & 13 (D) Lot 4 & Blocks 14, 15 & 22 (E) Lot 5 & Blocks 16 & 17 (F) Lot 6 & Blocks 18 & 19 (G) Lot 7 & Blocks 20 & 21 2. SEPTIC SYSTEM NOTICE OF ADVISORY The Subdivider hereby agrees that the following "Notice of Advisory" will be included in all agreements of purchase and sale for lots within this subdivision: "This development is not served by municipal sanitary sewers. Therefore this lot is to be served by a private on-site sewage system. The Owner is responsible for obtaining all necessary sewage system permit approvals and for maintenance of the system once it is installed. The sewage system requirements for this development are detailed in the "Geotechnical Investigation/On-site Sewage System Design" report prepared by AMEC Earth and Environmental, dated September 20,2001 and attached as Schedule "0" to this Agreement. This report is based on a set of assumptions regarding the maximum size of the dwellings in this development. Each septic system installed within this subdivision shall be approved by the County of Lambton under the Ontario Building Code or its successors. A sewage system envelope must be established on this lot and is required to contain sufficient area for an approved sewage system and a 100% contingency area for a second sewage system in the event that the first system fails The size and location of the replacement sewage system envelope shall be determined in accordance with the Ontario Building Code and shall not be less than 30 square metres. Under no circumstances shall any buildings or structures (Le. sheds, pools etc.) be located within the sewage system envelopes. As part of building/septic permit application, the lot owner is required to submit a lot plan showing: existing and proposed contours; required drainage facilities (ie swales, ditches, infiltration trenches etc.) complete with elevations and direction offlow; the building envelop, including basement and first floor elevations and municipal setbacks; the sewage system envelope, including 100% contingency absorption bed area (dimensioned and located relative to lot lines); location ofthe required water supply; and details of the sewage system design including septic tank size, pump specifications (if a pump is required) and any special requirements or equipment, number of bedrooms in the dwelling (libraries, dens, studies etc. are considered bedrooms), fixture unit count and notation on the lot plan that the location of the sewage system envelope is to be fixed, and that no buildings, structures, equipment or materials are permitted within the sewage system envelope area, temporarily

or permanently, except structures, equipment or materials necessary for the construction of the sewage system. 23 An application under the Ontario Building Code for septic approval shall include engineered drawings showing the location and design of the sewage system. It will also be required that an engineering firm with soils and sewage system design expertise oversee the installation ofthe sewage system. Permission to backfill the septic system will not be given by the Sewage System Inspector until the appointed engineering firm certifies in writing that the grading of the lot and the installation of the sewage system has been supervised and found in keeping with the conditions of the sewage system permit." 3. CLOSED LANDFILL NOTICE OF ADVISORY The Subdivider hereby agrees that the following "Notice of Advisory" will be included in all agreements of purchase and sale for lots within this subdivision: "This development is located adjacent to a closed landfill site which will continue to be subject of ongoing operations and maintenance in its capactiy as closed landfill site. 4. PARKLAND The Subdivider shall convey to the City Block 23, having an area of 0.26662 hectares and Block 24 having an area of 0.07634 hectares, for parkland. As the area of these two Blocks exceeds the 0.1396 hectares required to be dedicated to the City, which represents 5% of the total land area, the City agrees to pay the Subdivider, upon the execution of this agreement, $ $20,090.98 for this 0.20335 hectares of excess parkland. 5. CONTRIBUTIONS TO BLACKWELL ROAD WATERMAIN AND STREET LIGHTS The Subdivider shall pay to the City $21,773.64 to the City upon execution of this agreement as a contribution to the watermain and street lights on Blackwell Road. 6. METHANE VENTING SYSTEMS IN DWELLINGS All dwellings proposed to be constructed on the lots subject of this agreement shall be structurally equipped with facilities to abate any potential or existing methane gas problems on the lands which may result due to the lands close proximity to a closed landfill site. The required methane systems shall be designed by a qualified engineer, who will be responsible for verifying to the City that the system has been installed in compliance with the design prepared. No building permit for any dwelling on the lots subject of this agreement until such methane system design has been submitted. No occupancy of a dwelling on a lot subject of this agreement will be permitted until written verification is received from the design engineer that the system has been installed in compliance with the submitted design. 7. LANDSCAPING MAINTENANCE The Subdivider is installing landscaping on Blocks 9, 10, 13, 14, 17 and 18. The expense and maintenance of such landscaping shall be shared equitably among the owners of Lot 1 & Blocks 8 & 9, Lot 2 & Blocks 10 & 11, Lot 3 & Blocks 12 & 13, Lot 4 & Blocks 14. 15 & 22, Lot 5 & Blocks 16 & 17, Lot 6 & Blocks 18 & 19, Lot 7 & Blocks 20 & 21. The Subdivider shall ensure that the deeds for the lots include provisions for this shared maintenance.

24 SCHEDULE"G" (description of lands) Lots 1 to 7 and Blocks 8 to 24, Registered Plan of Sarnia, County of Lambton., Geographic Township of Sarnia, City