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HomeMy WebLinkAboutDecember 17, 2015 - Council - Addendum THE CORPORATION OF THE MUNICIPALITY OF BAYHAM COUNCIL MEETING ADDENDUM MUNICIPAL OFFICE Thursday, December 17, 2015 1. ADMINISTRATION A. Report CAO 94/15 by Paul Shipway, CAO re RFT 15-08 Surplus Equipment a. Item 11.2.E B. Town of Tillsonburg re Maintenance of Bayham Drive a. Item 9.1.2.A C. By-Law 2015-128 Being a By-Law to authorize an agreement between the Municipality of Bayham and the Town of Tillsonburg a. Item 12.D -*XYHAA REPORT CAO Ao.i.tunity Is�� TO: Mayor & Members of Council FROM: Paul Shipway, CAO DATE: December 17, 2015 REPORT: CAO-94/15 SUBJECT: RFT 15-08 SURPLUS EQUIPMENT BACKGROUND On November 16, 2015 RFT 15-08 re Sale of Surplus Equipment was issued, a copy of the same is attached hereto as Appendix `A'. Public Works Staff identified various equipment that due to age, use and maintenance requirements was identified to be surplused as a result of a site inspection and clean up. RFT 15-08 Surplus Equipment 1998John Deere 6300 with Byonic Blade New Tiger 500 Gallon 8Ft Slide in Grader Holland Mower& Plow Truck Asphalt Sander with Scraper Lawnmover Roadside Viking Wing Valve Bank Truck Hub Sprayer Tank Motor System TZ25D Mower Oxford Mobile Fleet Service $0.00 $0.00 $0.00 $0.00 $0.00 $600.00 $1,500.00 $14,500.00 Colvoy Enterprises 2012 Ltd. $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $7,500.00 Albert Sherwood $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $1,001.00 $0.00 Bob Graham $0.00 $0.00 $0.00 $50.00 $400.00 $50.00 $300.00 $1,000.00 Jamie Horvath Holdings Inc. $18.00 $0.00 $0.00 $0.00 $127.75 $697.50 $2,785.00 $8,985.00 Shackleton Auctions Inc. $0.001 1 $0.00 1 $0.00 1 $0.00 $200.00 1 $75.00 $5,400.00 $6,850.00 *Bids do not include HST which will be added at time of sale. For Council information the Municipality still retains a 2007 John Deere 6300 with Tiger Mower and Roadside Mower for any mowing and beach works activities. RECOMMENDATION 1. THAT Report CAO-94/15 re Surplus Equipment be received for information; 2. AND THAT Staff be directed to award surplus equipment to the highest individual bidder on each piece of equipment in the `as is, where is' condition; 3. AND THAT the 8FT Slide in Sander with Motor not be awarded as the bid amount is insufficient. 4. AND THAT if the high bidder does not complete the transaction staff be delegated authority to award or not award the same to the next highest bidder in the `as is where is' condition. 5. AND THAT the proceeds of sale be allocated to the Public Works Equipment Reserve; 6. AND THAT staff be given delegated authority to surplus the remaining equipment at the sole discretion of the Roads Operations Supervisor. Respectfully Submitted by: �1 Paul Shipway CAO REQUEST FOR TENDER APPENDIVA' SALE OF SURPLUS EQUIPMENT RFT 15-08 pbportunity is1colo ISSUE DATE: Monday, November 16, 2015 CLOSING DATE: Wednesday, December 16, 2015 CLOSING TIME: 11:00:00 A.M., local time LOCATION: Municipality of Bayham 9344 Plank Road Straffordville, ON, Attention: Ed Bradfield Road Operations Supervisor LATE SUBMISSIONS WILL NOT BE ACCEPTED Tenders must be submitted on this form, sealed in an envelope clearly marked RFT 15-08 Sale of Surplus Equipment, not later than 11:00 A.M. Wednesday, December 16, 2015. • The highest or any tender not necessarily accepted. • All Surplus equipment shall be tendered and released in the `as seen', `as is' condition. • Tenderers may bid on one, any or all items listed below. • The bids will be evaluated individually for each item, and not necessarily awarded to one bidder. • The successful bidder will be notified upon approval of Council following their regularly scheduled Council meeting to be held on Thursday December 17th, 2015. • The successful bidder shall be responsible for pick-up during regular hours of operation. • Surplus equipment shall be released in the `as seen' `as is' condition upon receipt of the accepted bid price, paid by cash, certified cheque or money order to the Treasurer of the Municipality. As all items will be released in `as seen' `as is' condition all Surplus equipment shall be viewable on Thursday November 26, 2015 from 12:00 Noon —2:OOPM at the Public Works Yard located at 8354 Plank Rd, Straffordville, ON. ITEM QYT. DESCRIPTION BID PRICE `, Front wing mount for a Viking Wing $ 1 1 Valve bank for a Plow Truck $ 2 1 Truck hub 3 1 r 500 gallon asphalt sprayer tank 1. 4 1 Im 8ft slide in sander unit with Honda motor $ 5 1 Byonic Blade Grader Scraper System $ 6 1 New Holland lawnmower TZ25D 786 hours $ 7 1998 John Deere 6300 with Tiger Mower and 811 New $ —` Holland roadside mower 8 1 2617 hours Sub-Total $ 13% H.S.T. $ TOTAL $ COMPANY NAME: SIGNATURE: NAME (please print): ADDRESS: TEL. #: FAX#: E-MAIL: DATE: LL SURPLUS EQUIPMENT SHALL BE TENDERED AND RELEASED IN THE `AS SEEN', `AS IS' CONDITION. ff(Tilbonbur(5 aPdW&XZ The Corporation of the Town of Tillsonburg Letter December 09, 2015 Paul Shipway Chief Administrative Officer The Corporation Of The Township Of Bayham 9344 Plank Road Box 160 Straffordville ON NOJ 1YO VIA EMAIL (pshipway@bayham.on.ca) Re: Maintenance of Bayham Drive Dear Mr. Shipway; The Corporation of the Town of Tillsonburg (the "Town") entered into a boundary road agreement with The Corporation of the Municipality of Bayham ('Bayham") on July 3, 1986, a copy of which is enclosed for your ease of reference. As you are aware the agreement expired on July 1, 1996. Notwithstanding the expiry of the agreement, the Town and Bayham have co-operated with each other on the maintenance of Bayham Drive since that time. The parties have been working toward finalizing a new agreement for the maintenance and capital improvement of that portion of Bayham Drive that forms the boundary between the two municipalities. Please find attached a further revised agreement for your consideration. We have accepted all of your most recent changes with the inclusion of new section 2.2 that permits a one-time review as Bayham has requested. We have amended paragraph 2.2 (c) that now makes reference to "terminate" instead of"null and void". Please have the agreement executed and return to us for the Town to execute. Notwithstanding the intention of the parties to enter into a new agreement, the Town advises that it will maintain Bayham Drive from north of Highway 3 to Pressey Road/Newell Road including winter maintenance in the event that the Town and Bayham do not execute the new agreement. The Town will invoice Bayham its 50%share of the cost of such maintenance pursuant to ss. 29(1) of the Municipal Act, 2001, S.O. s. 25 as amended. The Town also advises that it will not maintain, pay or contribute to the maintenance or capital improvement of that portion of Bayham Road south of Highway 3 as such portion is entirely within the boundaries of Bayham and does not form part of the boundary road between the municipalities. Z u ly,QW David Calder, CAO Encl. Expired 1986 Boundary Road Maintenance Agreement New Boundary Road Maintenance Agreement f� 2S CORPORATION OF THE TOWNSHIP OF BAYHAM BY - LAW NO. 2306 A By-Law of the Township of Bayham to authorize an agreement between the Town of Tillsonburg and the Township of Bayham for the Maintenance and Repair of a Boundary Road WHEREAS the Township of Bayham and Town of Tillsonburg have entered into an agreement for the maintenance and rep4ir of certain portions of the Highway forming the Boundary Road between the said Municipalities under the provisions of The Municipal Act, R.S.O. 1980, Section 268, and it is now necessary to ratify and confirm the said agreement, and to authorize the Reeve and Clerk to execute the same . THEREFORE THE MUNICIPAL COUNCIL OF THE CORPORATION OF THE TOWNSHIP OF BAYHAM ENACTS AS FOLLOWS:- THAT the Agreement between the Township of Bayham and Town of Tillsonburg dated the 3rd. day of July, 1986 , a true copy of which agreement designated as Schedule 'A' is hereto attached, and forms a part of this By -Law, be and the same is hereby ratified and confirmed; and the Reeve and Clerk are hereby authorized to execute the same on behalf of this Corporation, and to affix the Corporate Seal of the Township of Bayham hereto. READ A FIRST TIME THIS 3rd. DAY OF July, 1986 . READ A SECOND TIME THIS 3rd. DAY OF July, 1986 . READ A THIRD TIME AND FINALLY PASSED THIS 3rd. DAY OF July, 1986 . REEVE CLERK SCHEDULE 'A' THIS AGREEMENT made in duplicate this 3rd. day of July A.D. 1986 BETWEEN the Municipal Corporation of the Town of Tillsonburg of the FIRST PART AND the Municipal Corporation of the Township of Bayham of the SECOND PART WHEREAS under the provisions of Chapter 302 R. S .O. 1980 Section 268, the Corporations of adjoining Municipalities , may enter into an agreement for the Maintenance and Repair of any Highway forming the Boundary between such Municipalities whereby each of them undertake for a term of not exceeding Ten Years, to maintain and keep:zn repair any portion of such highway. AND WHEREAS the said Municipalities have joint jurisdiction over the Boundary Road between the said Municipalities and it is deemed expedient to provide for the division of the said Highway so that each Municipality may be responsible for the Maintenance and repair of a portion of the same. NOW THEREFORE this agreement witnesseth that in consideration of the premises and mutual covenants and agreements hereinafter contained the parties hereto agree each with the other as follows : 1 . The Township of Bayham shall maintain, and repair, and be respon- sible for the Boundary Road between the said Municipalities . 2. The Township shall finance and have full control and supervision over all the maintenance and repair undertaken on the Boundary Road. 3 . The Town of Tillsonburg shall reimburse the Township of Bayham for 50% of the costs incurred in the aforesaid maintenance and repair of the Boundary Road between the Municipalities upon invoices being submitted by the Township to the Town; said costs being those actually incurred for all labour and materials, and for machinery rentals as set out in current M.T.0 schedules . 4. Should construction or re-construction of any portion of the Boundary road be requested by either Municipality, it shall only be undertaken with the consent of both Municipalities and be subject to an agreement for the sharing of costs as determined at the time of request. 5 . This agreement shall continue in force and shall be binding upon the said Municipalities until the First day of July A.D. 1996 . unless road changes or conditions warrant a new agreement . 6 . This agreement shall become effective and binding on the said Municipalities when confirmed by By-Law of the Council of each of the said Municipalities , and such By-Laws with a copy of this agreement attached shall be registered in the Registry Office of each registry division in which such Highway or any portion there- of is situate . 7 . After registration of said By-Laws each Municipality shall enjoy equal rights and responsibilities accruing from the use of the Boundary Road. . . . continued. . . . . . continued. . . WITNESS the Corporate Seals of the said Corporation and the hands of the respective Heads and Clerks . SIGNED, SEALED AND DELIVERED MAYOR: TOWN OF TILLSONBURG CLERK: TOWN OF TILLSONBURG REEVE: TOWNSHIP OF BAYHAM CLERK: TOWNSHIP OF BAYHAM .�o Document General D nI 11111n1141 Form A—Laltti noostfeUon nalornt AM, 1904 (1) Hogistry [RI Land Tllles ❑ (2) Page 1 of 5 pages (3)Property Block Property Identifier(s) Additional: 282001 Schedule ❑ M�l 26 P ! y 5fi (A)Nature of Document Bylaws and G Boundary Road Agreement } (5)Consideration J z 0 Dollars; u1 (6) Description tu 2 Boundary Road agreement LL o` between Township of Bayham in o the County of Elgin and the Town of Tillsonburg in the County of Oxford New Property Identifiers Additional: See Schedule Executions (7)This (a) Redescription (b)Schedule for: Additional: Document New Easement Additional See C� Contains: Plan/Sketch ❑ 1 Description [] Parties ❑ Other ❑ (8)This Document provides as follows: Schedule An agreement between the Corporation of the Township of Bayham in the County of Elgin and the Town of Tillsonburg in the County of Oxford respecting the maintenance and repair of boundary road Continued on Schedule ❑ (9)This Document relates to Instrument number(s) (fo) Party(les) (Set out Status or Interest) Name(s) Signature(s) Date of Signature Y M D Corporation of the . . . . . . . . . . . . . . . . . . . . . . . . . .� v , . . , . . . . . . . . . 1198.7. �Q3.12.5. ,Township. of Bayham J. A. Petrie i . . . . . . . . . . . . . . . . . . . . . . . . bX. f=he Clerk , . . . . _ �. . . t i t (11) fdrsery o ice Box 160, Straffordville , Ontario NOJ 1YO (12) Party(les) (Set out Status or Interest) Name(s) Signature(s) I Dlale of Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . 1 . . . . (� . . .�. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i . . . . . . .�. . (13) Address for Service (14) Municipal Address of Property (15) Document Prepared by: ' Fees and Tax Corporation of the J z Registration Fee Township of Bayham W Box 160 w U Straffordville , Ontario w NOJ 1YO M 1 O Total Newvome and Gilbert. Limited April, 1985 Fnrm Ll"1711 (05) THE CORPORATION OF THE TOWN OF TILLSONBURG BY-LAW NO. 2 e3 4 5 A BY-LAW to authorize the execution of an agreement with the Township of Bayham to provide for the maintenance and repair of "Boundary Roads" . WHEREAS Section 268 of the Municipal Act, R. S. 0. 1980 , Chapter 302, provides that corporations of adjoining municipalities, may enter into agreements for the maintenance and repair of any Highway forming the boundary between such municipalities. AND WHEREAS it is deemed expedient to enter into an agreement with the Township of Bayham for the maintenance of boundary roads as more particularly set out in the agreement hereto attached and marked Schedule "A" to this By-Law. THEREFORE the Council of the Corporation of the Town of Tillsonburg enacts as follows : 1. THAT the agreement hereto attached and marked Schedule "A" to this by-law, be and the same is hereby ratified and confirmed and the Mayor and Clerk are hereby authorized to execute same on behalf of the Corporation and to affix the Corporate Seal. 2 . THAT the agreement hereto attached and marked Schedule "A" is hereby declared to be a part of this By-Law as if written and incorporated herein. 3. THIS By-Law is passed pursuant to the provisions of Section 268 , of the Municipal Act, R. S . 0. 1980, Chapter 302 . READ a FIRST, SECOND and THIRD TIME, PASSED, SIGNED, SEALED and NUMBERED 2 3 this llth day of August, 1986 . f MAYOR CLERK S I , Kenneth E. Holland, Clerk-Administrator of the Corporation of the Town of Tillsonburg do hereby certify that the foregoing is a true copy of By-Law No. 2345 passed by Council on the 11 day of August, 1986. K. E. Holland CORPORATION Old THE TOWNSHIP OF BAYHAM BY - LAW NO. 2306 A By-Law of the Township of Bayham to authorize an agreement between the Town of Tillsonburg and the Township of Bayham for the Maintenance and Repair of a Boundary Road -------------------------------------------- WHEREAS the Township of Bayham and Town of Tillsonburg have entered into an agreement for the maintenance and repair of certain portions of the Highway forming the Boundary Road between the said Municipalities under the provisions of The Municipal Act, R. S.O. 1980, Section 268, and it is now necessary to ratify and confirm the said agreement, and to authorize the Reeve and Clerk to execute the same . THEREFORE THE MUNICIPAL COUNCIL OF THE CORPORATION OF THE TOWNSHIP OF BAYHAM ENACTS AS FOLLOWS :- THAT the Agreement between the Township of Bayham and Town of Tillsonburg dated the 3rd. day of July , 1986 , a true copy of which agreement designated as Schedule 'A' is hereto attached, and forms a part of this By -Law, be and the same is hereby ratified and confirmed; and the Reeve and Clerk are hereby authorized to execute the same on behalf of this Corporation, and to affix the Corporate Seal of the Township of Bayham hereto. READ A FIRST TIME THIS 3rd. DAY OF July, 1986 . READ A SECOND TIME THIS 3rd. DAY OF July, 1986 . READ A THIRD TIME AND FINALLY PASSED THIS 3rd. DAY OF July., 1986 . REEVE CLERK 9 SCHEDULE 'A' THIS AGREEMENT made in duplicate this 3rd. day of July A.D. 1986 BETWEEN the Municipal Corporation of the Town of Tillsonburg of the FIRST PART AND the Municipal Corporation of the Township of Bayham of the SECOND PART WHEREAS under the provisions of Chapter 302 R.S.O. 1980 Section 268, the Corporations of adjoining Municipalities , may enter into an agreement for the Maintenance and Repair of any Highway forming the Boundary between such Municipalities whereby each of them undertake for a term of not exceeding Ten Years , to maintain and keep:in repair any portion of such highway. AND WHEREAS the said Municipalities have joint jurisdiction over the Boundary Road between the said Municipalities and it is deemed expedient to provide for the division of the said Highway so that each Municipality may be responsible for the Maintenance and repair of a portion of the same. NOW THEREFORE this agreement witnesseth that in consideration of the premises and mutual covenants and agreements hereinafter contained the parties hereto agree each with the other as follows : 1 . The Township of Bayham shall maintain, and repair, and be respon- sible for the Boundary Road between the said Municipalities . 2 . The Township shall finance and have full control and supervision over all the maintenance and repair undertaken on the Boundary Road. 3 . The Town of Tillsonburg shall reimburse the Township of Bayham for 50% of the costs incurred in the aforesaid maintenance and repair of the Boundary Road between the Municipalities upon invoices being submitted by the Township to the Town; said costs being those actually incurred for all labour and materials , and for machinery rentals as set out in current M.T.0 schedules . 4. Should construction or re-construction of any portion -of the Boundary road be requested by either Municipality, it shall only be undertaken with the consent of both Municipalities and be subject to an agreement for the sharing of costs as determined at the time of request. 5. This agreement shall continue in force and shall be binding upon the said Municipalities until the First day of July A.D. 1996 . unless road changes or conditions warrant a new agreement. 6. This agreement shall become effective and binding on the said Municipalities when confirmed by By-Law of the Council of each of the said Municipalities , and such By-Laws with a copy of this agreement attached shall be registered in the Registry Office of each registry division in which such Highway or any portion there- of is situate . 7 . After registration of said By-Laws each Municipality shall enjoy equal rights and responsibilities accruing from the use of the Boundary Road. continued. . . . . .continued. . . WITNESS the Corporate Seals of the said Corporation and the hands of the respective Heads and Clerks . SIGNED, SEALED AND DELIVERED MAYOR: TOWN OF TILLSONBURG CLERK: TOWN OF TILLSONBURG REM TOWNSHIP OF BAYHAM CLERK: TOWNSHIP OF BAYHAM BOUNDARY ROAD MAINTENANCE AGREEMENT This Agreement made this day of 1201 BETWEEN: THE CORPORATION OF THE TOWN OF TILLSONBURG (herein referred to as "Tillsonburg") — and — THE CORPORATION OF THE MUNICIPALITY OF BAYHAM (herein referred to as "Bayham") WHEREAS pursuant to section 11 of the Municipal Act, 2001, Bayham and Tillsonburg may pass by-laws respecting matters within the "highways" sphere of jurisdiction; AND WHEREAS pursuant to section 27(2) of the Municipal Act, 2001 a by-law in respect of the highway must be passed by all of the municipalities having jurisdiction over the highway; AND WHEREAS pursuant to section 29.1 of the Municipal Act, 2001, if parties having joint jurisdiction over a boundary line highway enter into an agreement under which each party agrees to keep any part of the highway in repair for its whole width and to indemnify the other party from any loss or damage arising from the lack of repair for that part, the agreement and a copy of the by-law authorizing the agreement may be registered in the land registry office for the area in which the highway is located; AND WHEREAS by this Agreement Tillsonburg and Bayham wish to make provision for all matters relating to the maintenance and repair, capital improvements and the sharing of the costs over a boundary line highway between them; NOW THEREFORE in consideration of the mutual terms, conditions and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. INTERPRETATION 1.1 The following defined terms shall have the following meanings: (a) "Agreement" means this agreement including the following Schedules: (i) Schedule A— Description of the Boundary Highways. (b) "Boundary Highway" means the highways described in Schedule A. (c) "Capital Improvements" means improvements to a Boundary Highway that do not fall within the meaning of Maintain and Repair. (d) "Development" means any Capital Improvement to a highway that is required as a result of one of the following actions: (i) the passing of a zoning by-law, or an amendment to a zoning by-law under section 34 of the Planning Act, R.S.O. 1990, c. P.13 (the "Planning Act"); (ii) the approval of a site plan under section 41 of the Planning Act; (iii) the approval of a minor variance under section 45 of the Planning Act which involves a change in use, intensification of use or expansion of use; (iv) a conveyance of land to which a by-law passed under subsection 50(7) of the Planning Act applies; (v) the approval of a Plan of Subdivision under section 51 of the Planning Act; (vi) a consent under section 53 of the Planning Act; (vii) the approval of a description under sections 8 or 9 of the Condominium Act, 1998; and (viii) the issuing of a permit under the Building Code Act, 1992 in relation to a building or structure. (e) "Emergency Works" may include any unforeseen works deemed urgent and where immediate action is required to make the condition safe or where the integrity of the road or drainage facilities may be compromised, or damage to private property is imminent if the condition is not attended to. (f) "Maintain and Repair" means activities relating to the routine maintenance and repair in accordance with Ontario Regulation 239102 Minimum Maintenance Standards for Municipal Highways ("O.Reg 239/02"). 1.2 Terms used but not defined in this Agreement shall have the same meaning as defined terms in the applicable statute, regulation or by-law unless the context requires otherwise. All words not defined shall have the meaning ordinarily ascribed to them in the English language. 1.3 All words in this Agreement shall be deemed to include any number or gender as the context requires. 1.4 This Agreement shall be interpreted according to the laws of the Province of Ontario. 1.5 Article, section, clause and/or paragraph headings are for reference purposes only and shall not in any way modify or limit the statements contained in the text of this Agreement. 1.6 Reference to an official shall be deemed to include a reference to the official of the party who, from time to time, performs the duties of such referenced person. 1.7 References to federal or provincial statutes or regulations or municipal by-laws are deemed to refer to the relevant legislation as amended, including successor legislation enacted after the date of this Agreement. 2. TERM AND RENEWAL 2.1 The term of this Agreement shall commence on the date noted above and shall expire on July 31"2025. This Agreement shall be deemed to be automatically renewed for a further period of ten (10) years unless, not less than six (6) months prior to the expiration of the initial term, one of the parties provides written notice to the other party that it does not wish the Agreement to be renewed. 2.2 During the time period of June 1, 2016 to July 29, 2016 a one-time mutual review option shall exist where either Bayham or Tillsonburg may request the Boundary Highway, Maintain and Repair responsibilities, be reapportioned in an alternative manner to that which is contemplated within Section 3.1 of this Agreement. (a) If no change to Section 3.1 is affected the Agreement shall continue in full force and effect. (b) If a change to Section 3.1 is affected and mutually agreed upon the Agreement shall continue in full force and effect, as amended. (c) If a change to Section 3.1 is proposed and not mutually agreed upon during the time period contemplated in Section 2.2 the Agreement shall be terminated effective July 29, 2016. 3. MAINTENANCE AND REPAIR 3.1 Tillsonburg covenants and agrees to Maintain and Repair to its full width the portions of the highways identified in Schedule A. 3.2 All costs related to Maintenance and Repair shall be apportioned between the parties on a 50/50 basis. Tillsonburg shall invoice Bayham and Bayham shall reimburse Tillsonburg in accordance with section 5.1 below. 2 4. CAPITAL IMPROVEMENTS 4.1 A minimum of once per year the parties shall meet to determine the Capital Improvements to be undertaken for the following year and determine the party that shall be responsible for overseeing any Capital Improvements to be agreed upon. All costs related to Capital Improvements shall be apportioned between the parties on a 50/50 basis. The party responsible for overseeing any Capital Improvements shall pay all costs associated with such Capital Improvements, and shall recover such costs in accordance with section 5.1 below. 4.2 Capital Improvement costs include the costs of external professional engineers, consultants, or other professional services and may include either party's own resources and staff. 4.3 Capital Improvements shall not be undertaken without the prior written consent of both parties. 4.4 In the event any unforeseen Capital Improvements or Emergency Works are required that were not considered in the meeting set out in section 4.1 above, either party may undertake the unforeseen Capital Improvements or Emergency Works without the consent of the other party provided that the reasonable cost estimate for the unforeseen Capital Improvements or Emergency Works does not exceed $20,000.00. In the event the cost estimate does exceed $20,000.00, the unforeseen Capital Improvements or Emergency Works shall not be undertaken by either party without the prior written consent of the other party. The parties shall pay their proportionate shares in accordance with section 4.1 above. If either party undertakes Capital Improvements or Emergency Works that the other party does not consent to in writing if required as set out above, the party undertaking such works shall be solely responsible for the related costs. 4.5 For Emergency Works, the party normally responsible to Maintain and Repair for the applicable section of the Boundary Highway set out in section 3.1 and 3.2 above, will notify the other party when becoming aware of the condition. Should the condition require immediate action and the other party has not acknowledged receiving the notice, the party normally responsible to Maintain and Repair during that time shall take action and notify the other party as soon as it is practicable. If the action constitutes activities within the meaning of Maintain and Repair, the cost to take such action shall be paid by the party responsible to Maintain and Repair that portion of the Boundary Highway. If the action is considered Capital Improvements, the parties shall pay their proportionate shares in accordance with section 4.1 above. Where the costs are likely to exceed $20,000 and the other party has not acknowledged receiving the notice, the party normally responsible to Maintain and Repair shall take steps to make the situation safe and prevent further deterioration at as little cost as possible until such time that the other party acknowledges the notice, and permanent repairs can be undertaken. 4.6 Notwithstanding the above, in the event the parties are unable to agree upon the Capital Improvements to be undertaken in any instance, either party may undertake such Capital Improvements as it deems appropriate at its sole cost with six (6) months advance written notice to the other party. 5. REIMBURSEMENT 5.1 Annually, or on such intervals as the parties may agree, each party shall provide to the other party a detailed invoice of the actual works and charges incurred. Each party shall pay to the other the amounts owing within sixty (60) days of receipt of such invoices. 6. DEVELOPMENT 6.1 Each party shall provide to the other party notice of any proposed development within its municipality that fronts onto or has access from the Boundary Highway prior to approval and shall seek input from the other party to determine the Capital Improvements that shall be included as a condition of the development approval. 6.2 The responsible municipality shall require the developer to pay for all costs related to the Capital Improvements pursuant to section 6.1 above; and where such condition to pay is not imposed or enforced, the responsible municipality shall pay any costs not paid by the developer. 3 7. INDEMNIFICATION 7.1 The parties covenant and agree that each shall indemnify, defend and save harmless the other party from any liability, cost, demands, damages, expenses, claims and suits arising out of or in any way related to the obligations of the other party to carry out the work or otherwise meet the obligations provided for in this Agreement, including the failure to perform such work adequately or at all, except to the extent that same is caused by the negligence or wilful misconduct of the other party. This indemnity shall survive the early termination or expiry of this Agreement. 7.2 Notwithstanding anything to the contrary contained in this Agreement, and subject to any applicable legislation and the ability of a party to protect its own rights in the face of litigation against that party, each party agrees to assist the other party in a timely manner in terms of the provision of information relevant to any claims that are made against the other party with respect to either party's obligations assumed under this Agreement. 8. INSURANCE 8.1 During the term of this Agreement, each party shall obtain and maintain in full force and effect, Comprehensive General Liability Insurance naming the other party as an additional insured regarding their respective obligations under this Agreement of not less than Ten Million Dollars ($10,000,000) for any single occurrence with an aggregate limit of not less than Fifteen Million Dollars ($15,000,000) which shall include coverage for bodily injury, property damage, and personal injury and shall contain the following endorsements: contractual liability, broad form property damage, products and completed operations liability, cross liability and a severability of interest clause, non- owned automobile liability with a limit not less than Two Million Dollars ($2,000,000) and shall include contractual non-owned coverage. Such policy shall be underwritten by an insurer licensed to conduct business in the Province of Ontario and shall include a 30 day written notice of cancellation, termination or material change. 8.2 Each party shall also obtain and maintain in full force and effect Automobile Liability Insurance covering third party property damage and bodily injury liability including accident benefits as may be required by Applicable Laws arising out of any licensed vehicle operated by the party in connection with this Agreement with limits of not less than Five Million Dollars ($5,000,000) per occurrence. Such policy shall be underwritten by an insurer licensed to conduct business in the Province of Ontario and shall include a 30 day written notice of cancellation, termination or material change. 8.3 Upon request, each party shall provide to the other party such evidence of its insurance as required under this Agreement. Each party shall take all reasonable steps to not do or omit to do anything that would impair or invalidate the insurance policies. 9. DISPUTE RESOLUTION 9.1 The parties agree to engage in good faith negotiations with a view to resolving any dispute that may arise from this Agreement. 9.2 In the event the parties are unable to resolve the dispute within thirty (30) days of written notice, the parties agree to submit to arbitration under the rules of the Arbitration Act, 1991, S.O. 1991, c.17, as amended and as it exists from time to time. This part of the agreement is not intended to apply to third party tort litigation. 9.3 Nothing contained herein shall be construed as waiving any additional rights in law or in equity of either party with respect to this Agreement. 10. GENERAL 10.1 Any notice to be given under this Agreement shall be sufficiently given if delivered by hand or courier or if sent by prepaid first class mail and addressed, to Tillsonburg at: The Corporation of the Town of Tillsonburg Attention: Clerk 200 Broadway, 2nd Floor, Suite 204 Tillsonburg, ON N4G 5A7 4 and to Bayham at: The Corporation of the Municipality of Bayham Attention: Clerk 9344 Plank Rd, PO Box 160 Straffordville, ON NOJ 1 YO Receipt of notice shall be deemed to have occurred on the earlier of the date of delivery or five (5) days following the date of mailing of the notice. Either party may change its address for notice by giving notice of change of address pursuant to this section. 10.2 Neither party shall be in default with respect to the performance of any of the terms of this Agreement if any non-performance is due to any force majeure, strike, lock-out, labour dispute, civil commotion, war or similar event, act of God, government regulations or controls, inability to obtain any material or service, or any cause beyond the reasonable control of the party (unless such lack of control results from a deficiency in financial resources). Otherwise, time shall be of the essence of this Agreement and all of the obligations contained herein. 10.3 The rights and liabilities of the parties shall enure to the benefit of and be binding upon the parties and their respective successors and approved assigns. Neither party may assign this Agreement without first obtaining the prior written consent of the other party. 10.4 This Agreement contains the entire agreement between the parties. There is no covenant, promise, agreement, condition precedent or subsequent, warranty or representation or understanding, whether oral or written, other than as set forth in this Agreement. This Agreement fully replaces and supersedes any practice, agreement or other contractual arrangement between the parties related to the subject matter of this Agreement. 10.5 Nothing in this Agreement relieves either party from any outstanding financial obligation to the other in respect of any prior agreement or other contractual arrangement between the parties related to the subject matter of this Agreement. 10.6 The parties acknowledge that this Agreement together with a copy of the by-laws authorizing the execution of this Agreement may be registered against title to the Boundary Highways and the cost of such registration shall be equally shared between the parties. 10.7 If any article, section, subsection, paragraph, clause or subclause or any of the words contained in this Agreement shall be held wholly or partially unlawful, invalid or unenforceable by any court of competent jurisdiction, the parties agree that the remainder of this Agreement shall not be affected by the judicial holding, but shall remain in full force and effect. The provisions of this Agreement shall have effect, notwithstanding any statutory provision to the contrary. 10.8 No supplement, amendment or waiver of or under this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver by a party of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision or a continuing waiver unless otherwise expressly provided. 5 IN WITNESS WHEREOF the parties have executed this Agreement under the hands of their duly authorized signing officers. THE CORPORATION OF THE TOWN OF TILLSONBURG MAYOR — Stephen Molnar CLERK — Donna Wilson We have authority to bind the Corporation of the Town of Tillsonburg. THE CORPORATION OF THE MUNICIPALITY OF BAYHAM MAYOR — Paul Ens CLERK — Lynda Millard We have authority to bind the Corporation of the Municipality of Bayham. 6 Schedule A Description of the Boundary Highways Section Limit Road Centreline Responsible Highway (From) Road Municipality Description Secton Class Surface List of Structures Length Type (Km) Limit (To) North of 60m of 1500mm 0 Bayham Highway 3 concrete pipe at Tillsonburg Drive Newell 4 Asphalt Bayham Dr. and 1.04 Road Newell Rd. 7 THE CORPORATION OF THE MUNICIPALITY OF BAYHAM BY-LAW 2015-128 A BY-LAW TO AUTHORIZE THE EXECUTION OF AN AGREEMENT BETWEEN THE THE CORPORATION OF THE MUNICIPALITY OF BAYHAM AND THE CORPORATION OF THE TOWN OF TILLSONBURG FOR A BOUNDARY ROAD MAINTENANCE AGREEMENT WHEREAS pursuant to section 11 of the Municipal Act, 2001, the Municipality of Bayham and the Town of Tillsonburg may pass by-laws respecting matters within the "highways" sphere of jurisdiction; AND WHEREAS pursuant to section 27(2) of the Municipal Act, 2001 a by-law in respect of the highway must be passed by all of the municipalities having jurisdiction over the highway; AND WHEREAS pursuant to section 29.1 of the Municipal Act, 2001, if parties having joint jurisdiction over a boundary line highway enter into an agreement under which each party agrees to keep any part of the highway in repair for its whole width and to indemnify the other party from any loss or damage arising from the lack of repair for that part, the agreement and a copy of the by-law authorizing the agreement may be registered in the land registry office for the area in which the highway is located; AND WHEREAS by this Agreement the Town of Tillsonburg and the Municipality of Bayham wish to make provision for all matters relating to the maintenance and repair, capital improvements and the sharing of the costs over a boundary line highway between them; NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY OF BAYHAM ENACTS AS FOLLOWS: 1. THAT the Mayor and Clerk be and are hereby authorized to execute the Agreement attached hereto as Schedule "A" and forming part of this by-law between the Municipality of Bayham and the Town of Tillsonburg for a Boundary Road Maintenance Agreement; 2. THAT this by-law shall come into full force and effect upon final passing. READ A FIRST, SECOND AND THIRD TIME AND FINALLY PASSED THIS 17t" DAY OF DECEMBER 2015. MAYOR CLERK BOUNDARY ROAD MAINTENANCE AGREEMENT This Agreement made this day of 1201 BETWEEN: THE CORPORATION OF THE TOWN OF TILLSONBURG (herein referred to as "Tillsonburg") — and — THE CORPORATION OF THE MUNICIPALITY OF BAYHAM (herein referred to as "Bayham") WHEREAS pursuant to section 11 of the Municipal Act, 2001, Bayham and Tillsonburg may pass by-laws respecting matters within the "highways" sphere of jurisdiction; AND WHEREAS pursuant to section 27(2) of the Municipal Act, 2001 a by-law in respect of the highway must be passed by all of the municipalities having jurisdiction over the highway; AND WHEREAS pursuant to section 29.1 of the Municipal Act, 2001, if parties having joint jurisdiction over a boundary line highway enter into an agreement under which each party agrees to keep any part of the highway in repair for its whole width and to indemnify the other party from any loss or damage arising from the lack of repair for that part, the agreement and a copy of the by-law authorizing the agreement may be registered in the land registry office for the area in which the highway is located; AND WHEREAS by this Agreement Tillsonburg and Bayham wish to make provision for all matters relating to the maintenance and repair, capital improvements and the sharing of the costs over a boundary line highway between them; NOW THEREFORE in consideration of the mutual terms, conditions and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. INTERPRETATION 1.1 The following defined terms shall have the following meanings: (a) "Agreement" means this agreement including the following Schedules: (i) Schedule A— Description of the Boundary Highways. (b) "Boundary Highway" means the highways described in Schedule A. (c) "Capital Improvements" means improvements to a Boundary Highway that do not fall within the meaning of Maintain and Repair. (d) "Development" means any Capital Improvement to a highway that is required as a result of one of the following actions: (i) the passing of a zoning by-law, or an amendment to a zoning by-law under section 34 of the Planning Act, R.S.O. 1990, c. P.13 (the "Planning Act"); (ii) the approval of a site plan under section 41 of the Planning Act; (iii) the approval of a minor variance under section 45 of the Planning Act which involves a change in use, intensification of use or expansion of use; (iv) a conveyance of land to which a by-law passed under subsection 50(7) of the Planning Act applies; (v) the approval of a Plan of Subdivision under section 51 of the Planning Act; (vi) a consent under section 53 of the Planning Act; (vii) the approval of a description under sections 8 or 9 of the Condominium Act, 1998; and (viii) the issuing of a permit under the Building Code Act, 1992 in relation to a building or structure. (e) "Emergency Works" may include any unforeseen works deemed urgent and where immediate action is required to make the condition safe or where the integrity of the road or drainage facilities may be compromised, or damage to private property is imminent if the condition is not attended to. (f) "Maintain and Repair" means activities relating to the routine maintenance and repair in accordance with Ontario Regulation 239102 Minimum Maintenance Standards for Municipal Highways ("O.Reg 239/02"). 1.2 Terms used but not defined in this Agreement shall have the same meaning as defined terms in the applicable statute, regulation or by-law unless the context requires otherwise. All words not defined shall have the meaning ordinarily ascribed to them in the English language. 1.3 All words in this Agreement shall be deemed to include any number or gender as the context requires. 1.4 This Agreement shall be interpreted according to the laws of the Province of Ontario. 1.5 Article, section, clause and/or paragraph headings are for reference purposes only and shall not in any way modify or limit the statements contained in the text of this Agreement. 1.6 Reference to an official shall be deemed to include a reference to the official of the party who, from time to time, performs the duties of such referenced person. 1.7 References to federal or provincial statutes or regulations or municipal by-laws are deemed to refer to the relevant legislation as amended, including successor legislation enacted after the date of this Agreement. 2. TERM AND RENEWAL 2.1 The term of this Agreement shall commence on the date noted above and shall expire on July 31"2025. This Agreement shall be deemed to be automatically renewed for a further period of ten (10) years unless, not less than six (6) months prior to the expiration of the initial term, one of the parties provides written notice to the other party that it does not wish the Agreement to be renewed. 2.2 During the time period of June 1, 2016 to July 29, 2016 a one-time mutual review option shall exist where either Bayham or Tillsonburg may request the Boundary Highway, Maintain and Repair responsibilities, be reapportioned in an alternative manner to that which is contemplated within Section 3.1 of this Agreement. (a) If no change to Section 3.1 is affected the Agreement shall continue in full force and effect. (b) If a change to Section 3.1 is affected and mutually agreed upon the Agreement shall continue in full force and effect, as amended. (c) If a change to Section 3.1 is proposed and not mutually agreed upon during the time period contemplated in Section 2.2 the Agreement shall be terminated effective July 29, 2016. 3. MAINTENANCE AND REPAIR 3.1 Tillsonburg covenants and agrees to Maintain and Repair to its full width the portions of the highways identified in Schedule A. 3.2 All costs related to Maintenance and Repair shall be apportioned between the parties on a 50/50 basis. Tillsonburg shall invoice Bayham and Bayham shall reimburse Tillsonburg in accordance with section 5.1 below. 2 4. CAPITAL IMPROVEMENTS 4.1 A minimum of once per year the parties shall meet to determine the Capital Improvements to be undertaken for the following year and determine the party that shall be responsible for overseeing any Capital Improvements to be agreed upon. All costs related to Capital Improvements shall be apportioned between the parties on a 50/50 basis. The party responsible for overseeing any Capital Improvements shall pay all costs associated with such Capital Improvements, and shall recover such costs in accordance with section 5.1 below. 4.2 Capital Improvement costs include the costs of external professional engineers, consultants, or other professional services and may include either party's own resources and staff. 4.3 Capital Improvements shall not be undertaken without the prior written consent of both parties. 4.4 In the event any unforeseen Capital Improvements or Emergency Works are required that were not considered in the meeting set out in section 4.1 above, either party may undertake the unforeseen Capital Improvements or Emergency Works without the consent of the other party provided that the reasonable cost estimate for the unforeseen Capital Improvements or Emergency Works does not exceed $20,000.00. In the event the cost estimate does exceed $20,000.00, the unforeseen Capital Improvements or Emergency Works shall not be undertaken by either party without the prior written consent of the other party. The parties shall pay their proportionate shares in accordance with section 4.1 above. If either party undertakes Capital Improvements or Emergency Works that the other party does not consent to in writing if required as set out above, the party undertaking such works shall be solely responsible for the related costs. 4.5 For Emergency Works, the party normally responsible to Maintain and Repair for the applicable section of the Boundary Highway set out in section 3.1 and 3.2 above, will notify the other party when becoming aware of the condition. Should the condition require immediate action and the other party has not acknowledged receiving the notice, the party normally responsible to Maintain and Repair during that time shall take action and notify the other party as soon as it is practicable. If the action constitutes activities within the meaning of Maintain and Repair, the cost to take such action shall be paid by the party responsible to Maintain and Repair that portion of the Boundary Highway. If the action is considered Capital Improvements, the parties shall pay their proportionate shares in accordance with section 4.1 above. Where the costs are likely to exceed $20,000 and the other party has not acknowledged receiving the notice, the party normally responsible to Maintain and Repair shall take steps to make the situation safe and prevent further deterioration at as little cost as possible until such time that the other party acknowledges the notice, and permanent repairs can be undertaken. 4.6 Notwithstanding the above, in the event the parties are unable to agree upon the Capital Improvements to be undertaken in any instance, either party may undertake such Capital Improvements as it deems appropriate at its sole cost with six (6) months advance written notice to the other party. 5. REIMBURSEMENT 5.1 Annually, or on such intervals as the parties may agree, each party shall provide to the other party a detailed invoice of the actual works and charges incurred. Each party shall pay to the other the amounts owing within sixty (60) days of receipt of such invoices. 6. DEVELOPMENT 6.1 Each party shall provide to the other party notice of any proposed development within its municipality that fronts onto or has access from the Boundary Highway prior to approval and shall seek input from the other party to determine the Capital Improvements that shall be included as a condition of the development approval. 6.2 The responsible municipality shall require the developer to pay for all costs related to the Capital Improvements pursuant to section 6.1 above; and where such condition to pay is not imposed or enforced, the responsible municipality shall pay any costs not paid by the developer. 3 7. INDEMNIFICATION 7.1 The parties covenant and agree that each shall indemnify, defend and save harmless the other party from any liability, cost, demands, damages, expenses, claims and suits arising out of or in any way related to the obligations of the other party to carry out the work or otherwise meet the obligations provided for in this Agreement, including the failure to perform such work adequately or at all, except to the extent that same is caused by the negligence or wilful misconduct of the other party. This indemnity shall survive the early termination or expiry of this Agreement. 7.2 Notwithstanding anything to the contrary contained in this Agreement, and subject to any applicable legislation and the ability of a party to protect its own rights in the face of litigation against that party, each party agrees to assist the other party in a timely manner in terms of the provision of information relevant to any claims that are made against the other party with respect to either party's obligations assumed under this Agreement. 8. INSURANCE 8.1 During the term of this Agreement, each party shall obtain and maintain in full force and effect, Comprehensive General Liability Insurance naming the other party as an additional insured regarding their respective obligations under this Agreement of not less than Ten Million Dollars ($10,000,000) for any single occurrence with an aggregate limit of not less than Fifteen Million Dollars ($15,000,000) which shall include coverage for bodily injury, property damage, and personal injury and shall contain the following endorsements: contractual liability, broad form property damage, products and completed operations liability, cross liability and a severability of interest clause, non- owned automobile liability with a limit not less than Two Million Dollars ($2,000,000) and shall include contractual non-owned coverage. Such policy shall be underwritten by an insurer licensed to conduct business in the Province of Ontario and shall include a 30 day written notice of cancellation, termination or material change. 8.2 Each party shall also obtain and maintain in full force and effect Automobile Liability Insurance covering third party property damage and bodily injury liability including accident benefits as may be required by Applicable Laws arising out of any licensed vehicle operated by the party in connection with this Agreement with limits of not less than Five Million Dollars ($5,000,000) per occurrence. Such policy shall be underwritten by an insurer licensed to conduct business in the Province of Ontario and shall include a 30 day written notice of cancellation, termination or material change. 8.3 Upon request, each party shall provide to the other party such evidence of its insurance as required under this Agreement. Each party shall take all reasonable steps to not do or omit to do anything that would impair or invalidate the insurance policies. 9. DISPUTE RESOLUTION 9.1 The parties agree to engage in good faith negotiations with a view to resolving any dispute that may arise from this Agreement. 9.2 In the event the parties are unable to resolve the dispute within thirty (30) days of written notice, the parties agree to submit to arbitration under the rules of the Arbitration Act, 1991, S.O. 1991, c.17, as amended and as it exists from time to time. This part of the agreement is not intended to apply to third party tort litigation. 9.3 Nothing contained herein shall be construed as waiving any additional rights in law or in equity of either party with respect to this Agreement. 10. GENERAL 10.1 Any notice to be given under this Agreement shall be sufficiently given if delivered by hand or courier or if sent by prepaid first class mail and addressed, to Tillsonburg at: The Corporation of the Town of Tillsonburg Attention: Clerk 200 Broadway, 2nd Floor, Suite 204 Tillsonburg, ON N4G 5A7 4 and to Bayham at: The Corporation of the Municipality of Bayham Attention: Clerk 9344 Plank Rd, PO Box 160 Straffordville, ON NOJ 1 YO Receipt of notice shall be deemed to have occurred on the earlier of the date of delivery or five (5) days following the date of mailing of the notice. Either party may change its address for notice by giving notice of change of address pursuant to this section. 10.2 Neither party shall be in default with respect to the performance of any of the terms of this Agreement if any non-performance is due to any force majeure, strike, lock-out, labour dispute, civil commotion, war or similar event, act of God, government regulations or controls, inability to obtain any material or service, or any cause beyond the reasonable control of the party (unless such lack of control results from a deficiency in financial resources). Otherwise, time shall be of the essence of this Agreement and all of the obligations contained herein. 10.3 The rights and liabilities of the parties shall enure to the benefit of and be binding upon the parties and their respective successors and approved assigns. Neither party may assign this Agreement without first obtaining the prior written consent of the other party. 10.4 This Agreement contains the entire agreement between the parties. There is no covenant, promise, agreement, condition precedent or subsequent, warranty or representation or understanding, whether oral or written, other than as set forth in this Agreement. This Agreement fully replaces and supersedes any practice, agreement or other contractual arrangement between the parties related to the subject matter of this Agreement. 10.5 Nothing in this Agreement relieves either party from any outstanding financial obligation to the other in respect of any prior agreement or other contractual arrangement between the parties related to the subject matter of this Agreement. 10.6 The parties acknowledge that this Agreement together with a copy of the by-laws authorizing the execution of this Agreement may be registered against title to the Boundary Highways and the cost of such registration shall be equally shared between the parties. 10.7 If any article, section, subsection, paragraph, clause or subclause or any of the words contained in this Agreement shall be held wholly or partially unlawful, invalid or unenforceable by any court of competent jurisdiction, the parties agree that the remainder of this Agreement shall not be affected by the judicial holding, but shall remain in full force and effect. The provisions of this Agreement shall have effect, notwithstanding any statutory provision to the contrary. 10.8 No supplement, amendment or waiver of or under this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver by a party of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision or a continuing waiver unless otherwise expressly provided. 5 IN WITNESS WHEREOF the parties have executed this Agreement under the hands of their duly authorized signing officers. THE CORPORATION OF THE TOWN OF TILLSONBURG MAYOR — Stephen Molnar CLERK — Donna Wilson We have authority to bind the Corporation of the Town of Tillsonburg. THE CORPORATION OF THE MUNICIPALITY OF BAYHAM MAYOR — Paul Ens CLERK — Lynda Millard We have authority to bind the Corporation of the Municipality of Bayham. 6 Schedule A Description of the Boundary Highways Section Limit Road Centreline Responsible Highway (From) Road Municipality Description Secton Class Surface List of Structures Length Type (Km) Limit (To) North of 60m of 1500mm 0 Bayham Highway 3 concrete pipe at Tillsonburg Drive Newell 4 Asphalt Bayham Dr. and 1.04 Road Newell Rd. 7