West Regina Bypass Agreement BETWEEN: Her Majesty the Queen in Right of the Province of Saskatchewan, represented by the Minister responsible for the Ministry of Highways and Infrastructure (hereinafter referred to as the Ministry) - audThe Global Transportation Hub Authority (hereinafter referred to as the Authority) (collectively referred to as the Parties) WHEREAS: (A) The Authority owns the Land and the Borrow Land hereinafter described, The Ministry requires the Land and earthen material (the Borrow Material) from the (B) Borrow Land for the purpose of constructing and operating a provincial highway, The Parties have agreed that the Ministry shall purchase and the Authority shall sell: (i) (C) the Land; and (ii) the Borrow Material, on the terms set forth in this Agreement NOW THEREFORE this Agreement witnesses that the Parties agree as follows: PART 1 - PURCHASE AND SALE OF THE LAND 1. Purchase aud Sale of the Laud Ministry shall purchase from the Authority and the Authority shall sell to the Ministry, 1.1 the Land in the NW-20-17-20-2 comprising 58, I acres that provides right-of-way for the construction of a provincial highway as set out in the map in Appendix A. 2. Transfer of Title to Ministry The Authority shall transfer title to the Land to the Ministry as soon as is reasonably 2, I possible and in no event later than July 31, 2014, The Ministry shall be responsible for all surveying, approvals, registration and other 2.2 matters that must be done in order to transfer the Land from the Authority to the Ministry and all costs related thereto, 3. Access by Ministry to Land 3.1 The Authority hereby agrees that effective immediately, Ministry shall have access to the Land and any other land owned or controlled by the Authority for all purposes related to the planning, design and construction of the provincial highway. Purchase Price for the Land 4.1 Ministry shall pay $2,905,000.00 (58.1 acres to the Authority for the Land. 4.2 Ministry shall pay the amounts referred to in paragraph 4.1 to the Authority within 30 days of the date this Agreement is signed. 5. Condition of the Land Ministry accepts the Land in an ?as is" condition and agrees that the Authority: gives no warranty and makes no representations, express or implied, respecting the condition of the Land including its environmental condition or its ?tness for any particular use or purpose; and shall have no liability or responsibility to Ministry with respect to the Land. PART 2 - PURCHASE OF BORROW MATERIAL 6. Purchase and Sale of Borrow Material 6.1 Ministry shall purchase from Authority and the Authority shall sell to the Ministry as much earthen material as the Ministry shall require from the Borrow Land which is estimated to be 55 acres within the and described Appendix A. The final location of Borrow Land locations is yet to be determined. Locations will be determined in consultation among the Parties to ensure future land use opportunities are optimized. 7. Access to Borrow Land 7.1 The Authority hereby agrees that effective immediately, Ministry shall have access to the Borrow Land for all purposes related to the planning, design and construction of the provincial highway. 8. Purchase Price for the Borrow Land 8.1 Ministry shall pay 3 3,575,000.00 (55 acres to the Authority for the use of the Borrow Land including removal of the Borrow Material. The final payment by the Ministry to the Authority will be calculated on the ?nal affected Borrow Land utilized by the Ministry. 8.2 Ministry shall pay the amounts referred to in paragraph 8.1 to the Authority as follows: 80% will be paid within 30 days of the date this Agreement is signed. The remaining 20% will be paid after the number of acres used for Borrow Land is determined through survey measurements. 9. Condition of Borrow Land 9.1 Ministry accepts the Borrow Land in an "as is" condition and agrees that the Authority: gives no warranty and makes no representations, express or implied, respecting the condition of the Borrow Land including its environmental condition or its ?tness for any particular use or purpose; and shall have no liability or responsibility to Ministry with respect to the Borrow Land. 10. Restoration of Borrow Land 10.1 The Ministry shall restore the Borrow Land at its cost in accordance with the Ministry's guidelines and practices for the restoration of land used for borrow purposes. 11. Purchase of Stockpiled Material 1 1.1 Ministry shall pay 825,000.00 (165,000 m3 $5.00/m3) to the Authority for the three stockpiles of Borrow Material Appendix labeled SP1, SP2 and SP3. 1 1.2 Ministry shall pay the amounts referred to in paragraph 1.1 to the Authority within 30 days of the date this Agreement is signed. 11.3 Ministry accepts the Stockpiled Material in an "as is? condition and agrees that the Authority: gives no warranty and makes no representations, express or implied, reSpecting the condition of the Stockpiled Material including its environmental condition or its ?tness for any particular use or purpose; and shall have no liability or responsibility to Ministry with respect to the Stockpile Material. 11.4 Subject to 13, the Ministry agrees to pay the cost associated with the loading and hauling of the Stockpiled Material in Section 11.1 to the SW-20-17-20-2 or NW-20-17-20-2 or a Ministry designated alternate location. 11.5 Upon completion of the provincial highway, the Ministry agrees no Stockpiled Material will remain on portions of or NW-20-17-20-2 owned by the Authority except within the Borrow Lands. 12. Purchase of Further Borrow Materials 12.1 Ministry shall pay approximately $1,475,000.00 (295,000 at3 $5.00/ 11?) t0 the Authority for further Borrow Material Appendix labeled Area 1, Area 2 and Area 3. Final payment will be contingent upon ?nal volumes received by the Ministry. 12.2 Ministry shall pay the amounts referred to in paragraph 12.1 to the Authority within 30 days of the receipt by the Ministry of all Borrow Material taken pursuant to 12.1. 12.3 Ministry accepts the Borrow Materials in an "as is" condition and agrees that the Authority: gives no warranty and makes no representations, express or implied, respecting the condition of the Borrow Materials including its environmental condition or its ?tness for any particular use or purpose; and shall have no liability or reSponsibility to Ministry with respect to the Borrow Material. 12.4 Subject to 13, the Ministry agrees to pay the cost associated with the stripping; loading and hauling of the Borrow Material in Section 12.1 to the or or a Ministry designated alternate location. 12.5 Upon completion of the provincial highway, the Ministry agrees no Further Borrow Material will remain on portions of I 7-20-2 or NW-20-17-20-2 owned by the Authority except within the Borrow Lands. l3. Haul of Topsoil and Further Borrow Material bv the Authority 13.1 If the Authority completes the work associated in Section 11.4 and Section 12.4 the Ministry will pay the Authority its cost to complete the work. Documentation to undertake the work will be provided to the Ministry prior to payment to the Authority. The Authority shall not perform the work described in 1 1.4 or 12.4 without the prior written consent of the Ministry. 13.2 The maximum value that the Ministry will pay the Authority for loading and hauling Stockpiled Material in Section 1 1.4 and Future Borrow Material for stripping, loading and hauling in Section 12.4 is $2,870,000.00. PART 3 - GENERAL 14. 14.1 14.2 15. 15.1 15.2 15.3 15.4 Good Faith and Reasonable The Parties represent to one another that they will act reasonably and in good faith when carrying out their obligations and when exercising any discretion, judgment, approval or extension of time which may be required to effect the purpose and intent of this Agreement. Whenever the approval or consent of a Party is required under this Agreement, such consent shall not be unreasonably withheld or unduly delayed. The Parties shall execute and deliver all such further documents and do all such things as may be necessary or desirable for the due carrying out of this Agreement. Dispute Resolution In the event that any dispute arises between the Parties concerning the interpretation, rights, obligations or performance of this Agreement, the Parties shall: meet and negotiate in good faith to resolve the diSpute; if the dispute cannot be resolved through negotiation at the operational level, the Parties shall refer the matter to their most senior executive of?cers; (0) if the dispute cannot be resolved through negotiation at the executive level, the Parties shall refer the matter to a professional mediator whose decision shall be ?nal and binding. The fees and expenses of the mediator shall be shared equally by the Parties. Unless otherwise agreed in writing, each Party shall continue to carry out its duties under this Agreement during proceedings under this section. If the Parties are unable to resolve a dispute in accordance with this provision, they shall refer the matter to their reSpective Ministers for direction. 16. Notices 16.1 Any notice, or other communication required or permitted to be given pursuant to this Agreement shall be in writing and may be given by delivering the same, forwarding the same by facsimile transmission, or sending the same by registered mail, postage prepaid, addressed as follows: The Ministry: l2lh 1? loor 1855 Victoria Avenue Regina SK S4P 3T2 24(1)(k) (ii) The Authority: 24(1)(k) 350-1777 Victoria Avenue Regina SK S4P 4K5 24(1)(k) or to such other address as either party may notify the other in accordance with this section. 17. Entire Agreement 7.1 This Agreement constitutes the entire agreement between the Parties and supersedes all previous negotiations and agreements and there are no implied or collateral terms or agreements and the express terms of this Agreement. Signed by the authorized representatives of the Parties. 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