HomeMy WebLinkAbout95-183 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON
BY-LAW NO. 95-183
Being a By-law to authorize the execution of documents
between Dufferin Aggregates and The Corporation of the
Municipality of Clarington for the closure and
conveyance of the unopened road allowance between Lots
26 and 27, Concession 10, former Township of Clarke.
THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON HEREBY ENACTS AS FOLLOWS:
THAT the Mayor and the Clerk are hereby authorized to execute, on behalf
of the Corporation of the Municipality of Clarington, and seal with the
Corporate Seal, documents between Dufferin Aggregates and said
Corporation, which are attached hereto and marked Schedule "A".
BY-LAW read a first and second time this 11th day of December, 1995.
BY-LAW read a third time and finally passed this 11th day of December, 1995.
MAYOR
CCLERIC
V
DUFFERIN AGGREGATES
620 Wilson Ave.,Downsview,Ontario M3K 2A4 Fax: (416)630-1554(416)630-4422
OUFFERIN
AGGREGATES
foundations for the future
November 27, 1995
PRIVATE AND CONFIDENTIAL
Corporation of the Municipality of Clarington
40 Temperance Street
Bowmanville, Ontario
L1C 3A6
Attention: Mayor Diane Harare and Council
Dear Mayor Harare and Council:
Re: St. Lawrence Cement Inc. (the "Purchaser") purchase of
Road Allowance between Lots 26 and 27, Concession 10, Former
Township of Clarke (the "Property") from Corporation of the
Municipality of Clarington (the "Vendor")
We are writing to confirm our desire to proceed with the acquisition of the Property upon the
terms proposed by your Staff. The following numbered paragraphs reflect our understanding
of those terms, together with certain other essential terms which we believe should constitute
the substance of an Agreement of Purchase and Sale.
It is our intention to prepare a formal Agreement of Purchase and Sale within ten (10) days of
receiving written confirmation of approval of this proposal by Council. Such Agreement of
Purchase and Sale will embody the terms and conditions set out in this letter and such terms as
the parties and their legal counsel may reasonably require.
1. The purchase price payable to the Vendor for the Property shall be payable as follows:
a) a deposit in the amount of Ten Thousand Dollars ($10,000.00) by certified cheque to
the Vendor upon execution of an Agreement of Purchase and Sale by the Vendor and
Purchaser to be placed by the Vendor's solicitors in an interest bearing account and to
be credited, together with any interest thereon, to the purchase price on closing;
b) the sum of One Hundred and Forty Thousand Dollars ($140,000.00) by certified
cheque on closing;
c) for the balance, the Purchaser shall provide the Vendor with 41,425 tonnes of Granular
"A" Road Base Aggregate ("Product") in accordance with paragraph (d) hereof,
a division of St.Lawrence Cement Inc.
DUFFERIN
AGGREGATES
foundations for the future
d) the Product shall be made available loaded on trucks at the Purchaser's pit in Mosport
and the Vendor shall be responsible for the costs of delivery from the pit. The Product
shall be supplied to the Vendor at such time and in such amounts as ordered by the
Vendor from time to time during the one (1) year period following closing.
2. The Agreement of Purchase and Sale shall also include the following covenants,
representations and warranties by the Vendor and such other covenants, representations
and warranties as the Purchaser and its legal counsel may reasonably require:
a) there are no encumbrances of any kind against the Property;
b) the Property is zoned and assessed extractive industrial by the Vendor which
designation permits aggregate extraction and processing and there are no restrictive
covenants, municipal bylaws, official plans or other laws, development agreements or
regulations which restrict or prohibit the use of the Property for the extraction and
processing of aggregates;
c) the Vendor shall have passed a by-law for the stopping up, closing and sale of the
Property in accordance with the Municipal Act and all other applicable legislative
requirements;
d) the Vendor shall permit the Purchaser, prior to closing, through its representatives, to
make such investigations of the Property as the Purchaser, acting reasonably, deems
necessary or advisable;
e) the Vendor acknowledges that the Purchaser intends to use the Property for aggregate
extraction and processing. The Vendor further acknowledges that the Purchaser's
intends to apply to the Ministry of Natural Resources, as soon as possible after
acceptance of this proposal by the Vendor, to amend the Purchaser's site plans filed
pursuant to the Aggregate Resources Act in respect of the Purchaser's property
adjacent to the Property. The Vendor further acknowledges that the purpose of such
application is to obtain an extension of the Purchaser's licence for aggregate extraction
on its adjacent property to the Property. The Vendor covenants and agrees to co-
operate and assist the Purchaser in the process. The Vendor shall promptly do, make,
execute or deliver, all such further acts, documents and things as the Purchaser may
reasonably require for the purpose of giving effect to this paragraph.
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OUFFERIN
AGGREGATES
foundations for the future
3. The Purchaser shall pay, on closing, the Vendor's reasonable out of pocket legal fees and
expenses incurred in connection with the preparation, negotiation and completion of the
transactions contemplated hereby.
4. Closing shall take place on a date to be mutually agreed upon by the parties, acting
reasonably. The parties will, however, make a reasonable effort to close this transaction on
or prior to December 15, 1995.
5. This letter is open for acceptance until December 22, 1995 at 5:00 p.m.
Yours very truly,
Michael O'Connor
General Manager of Dufferin Aggregates,
a division of St. Lawrence Cement Inc.
cc: W.H. Stockwell, Chief Administrative Officer
Don Patterson, Manager of Operations
Steve Vokes, Director of Public Works
ACKNOWLEDGMENT
We hereby agree to the terms and conditions outlined in this letter
Dec ernbe-r
Dated this nth day of November,r, 1995
The Corporation of the Municipality of
Clarington
oe
Per:
Name: Diane Hamre
Title: r
r.
Nam P Barrie
itle: Clerk
AGREEMENT OF PURCHASE AND SALE
This Agreement is made between:
ST. LAWRENCE CEMENT INC.
(the "Purchaser")
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THE CORPORATION OF THE MUNICIPALITY
OF CLARINGTON,
(the "Vendor")
RECITALS:
A. The Vendor is the owner of the road allowance between Lots 26 and 27,
Concession 10, Former Township of Clarke defined below (the "Property");
B. The Purchaser wishes to purchase the Property from the Vendor.
NOW THEREFORE in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
ARTICLE 1
GENERAL
1.1 In this Agreement, words with initial capital letters shall have the
following meanings:
(a) "Closing" or "Closing Date" means February 21, 1996 or such earlier or
later date as the parties or their solicitors may agree in writing;
(b) "Encumbrance" means any security interest, lien, charge, pledge,
encumbrance, mortgage, title retention agreement, easement,
encroachment, right-of-way, restrictive covenant, license, lease,
agreement or any other claim of any nature or kind, whether financial
or otherwise, including, without limitation, any work order or notice
of violation;
(c) "Property" means: the road allowance between Lot 26 and Lot 27,
Concession 10, in the former Township of Clarke, being more
particularly described as Part 1 on Plan 40R-14683;
(d) "Product" means Granular "A" Road Base Aggregate;
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(e) "Tonne" means a unit of weight equal to 1,000 kilograms.
ARTICLE 2
PURCHASE AND SALE
2.1 Upon and subject to the provisions of this Agreement, the Purchaser
hereby agrees to purchase from the Vendor, and the Vendor agrees to sell to the
Purchaser, the Property.
ARTICLE 3
PURCHASE PRICE
3.1 The purchase price payable to the Vendor for the Property shall be the
sum of Two Hundred and Seventy Three Thousand Dollars ($273,000.00) (the
"Purchase Price"). The Purchase Price shall be payable as follows:
(a) a deposit (the "Deposit") in the amount of Ten Thousand Dollars
($10,000.00) by bank draft or certified cheque to the Vendor, in trust
upon execution of this Agreement by the Purchaser to the Vendor to be
placed by the Vendor's solicitors in an interest bearing account and any
interest shall be payable to the Purchaser on Closing or other
termination of this Agreement;
(b) the sum of One Hundred and Forty Thousand Dollars ($140,000.00) by
bank draft or certified cheque on Closing;
(c) for the balance the Purchaser shall make available to the Vendor 41,425
Tonnes of Product upon the terms set out in Section 3.2 of this
Agreement;
(d) in order to secure the Purchaser's obligation referred to in Paragraph (c)
hereof, the Purchaser shall give and the Vendor shall take back a
mortgage on the Property in accordance with Section 3.2 of this
Agreement;
3.2 The mortgage given back on closing shall:
(a) be in the principal amount of One Hundred and Twenty Three
Thousand Dollars ($123,000.00) for a term of one (1) year;
(b) be without interest;
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(c) be repayable by the Purchaser making available to the Vendor 41,425
Tonnes of Product;
(d) provide that the mortgagor shall be entitled to a discharge forthwith
after it provides the Product as required in paragraph (c) hereof;
(e) provide that if the mortgagee does not order and pick up the Product as
set out in this Section 3.2 within the said one (1) year term, the
mortgagor shall, in any event, be entitled to a discharge upon the
expiry of the said one (1) year term without further payment or supply
of Product;
(f) The Product shall be made available F.O.B. loaded on trucks at the
Purchaser's quarry in Mosport and the Vendor shall be responsible for
the costs of shipping and delivery from the quarry. The Product shall
be supplied to the Vendor at such time and in such amounts as ordered
by the Vendor from time to time during the one (1) year period;
(g) The mortgagor will, from time to time during the term of the
mortgage, deliver an account to the mortgagee of the amount of
Product taken by the mortgagee;
(h) The mortgagee shall pay any provincial sales taxes exigible on the
supply of Product to the mortgagee by the mortgagor;
(i) The mortgagee shall pay any goods and services taxes exigible on the
supply of Product to the mortgagee by the mortgagor.
ARTICLE 4
PURCHASER'S EXAMINATIONS
4.1 Inspection Period
The Purchaser and its representatives shall have a period (the "Inspection Period")
commencing on the day following the execution of this Agreement by both parties
and expiring on the Closing Date:
(a) to have access to the Property at all times and at the Purchaser's risk,
for the purposes of physical inspections thereof and to carry out such
tests and inspections of the Property as the Purchaser deems necessary;
(b) to carry out such investigations, searches and inquiries as the Purchaser
and its solicitors, in their discretion, deem necessary;
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(c) the Vendor agrees to provide any consents or authorizations (written
or otherwise) necessary or desirable to enable the Purchaser or the
Purchaser's solicitors to carry out such investigations as either may
consider necessary or advisable, as soon as reasonably practicable after
request therefor.
During the Inspection Period, the Purchaser may elect to cancel this Agreement in
accordance with Section 4.2.
4.2 Cancellation during Inspection Period
If the Purchaser is not satisfied, in its absolute discretion, with the
results of any test, review, inspection, investigation, search or inquiry carried out in
respect of the Property, the Purchaser may elect to cancel this Agreement at any time
during the Inspection Period by delivery of written notice from the Purchaser or
Purchaser's solicitors to the Vendor or the Vendor's solicitors to this effect. Upon
delivery of such written notice, this Agreement will be null and void except that the
Property shall be restored and repaired as soon as reasonably possible thereafter to its
former condition at the Purchaser's expense, and the Deposit, together with interest
accruing thereon, if any will be returned to the Purchaser without deduction.
4.3 Access to Property until Closing
The Vendor will allow the Purchaser and the Purchaser's authorized
representatives continued access to the Property after the expiry of the Inspection
Period at all times until Closing to carry out such reasonable inspections as the
Purchaser or its authorized representatives may deem necessary provided that if the
transaction contemplated by this Agreement is not completed and any such tests or
inspections cause damage to the Property, it will be restored and repaired as soon as
reasonably possible thereafter to its former condition at the Purchaser's expense.
4.4 Title Examination
Except for the Purchaser's fences as shown on Plan 40R-14683, title of
the Vendor to the Property will be good and free from all registered and
unregistered Encumbrances. The Purchaser will be allowed until the Closing Date to
examine the title to the Property at the Purchaser's expense. If, during that time, any
valid objection to title is made in writing to the Vendor which the Vendor is unable
or unwilling to remove and which the Purchaser will not waive, this Agreement
will, notwithstanding any intermediate acts or negotiations in respect of such
objections, be null and void except that the Property shall be restored and repaired as
soon as reasonably possible thereafter to its former condition at the Purchaser's
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expense, and the Deposit together with interest, if any that has accrued thereon will
be returned to the Purchaser without deduction. Save as to any valid objections so
made and save as to any objections going to the root of title and any Encumbrances
arising after the earlier of the Purchaser's searches in respect thereof and the expiry
of the time allowed hereunder for the Purchaser's examination of title, the
Purchaser will be conclusively deemed to have accepted the title of the Vendor to
the Property.
Except as may be otherwise specified herein, the Purchaser will not call
for the production of any title deed, abstract of title, survey or other evidence of title
other than such as may be in the Vendor's possession or control.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
5.1 Vendor's Representations. Warranties and Covenants
The Vendor represents, warrants and covenants to the Purchaser that:
(a) there are no Encumbrances against the Property;
(b) the Vendor is and immediately prior to Closing will be vested with
ownership of the Property and as at Closing shall have the power to
convey title thereto to the Purchaser;
(c) the Property is zoned extractive industrial by the Vendor which
designation permits aggregate extraction and processing and there are
no restrictive covenants, municipal by-laws, official plans or other
laws, development agreements or regulations of the Vendor which
restrict or prohibit the use of the Property for the extraction and
processing of aggregates;
(d) the Vendor shall have passed a by-law or by-laws for the stopping up,
closing and sale of the Property to the Purchaser in accordance with the
Municipal Act and all other applicable legislative requirements;
(e) the Vendor has never authorized the use of the Property as farm or
agricultural land, woodlands, recreational land or as an orchard and
the Property will not be used for any such purpose prior to the Closing
and the Vendor is not aware of the Property having been used for such
purposes in the two (2) years immediately preceding the date of
Closing;
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(f) the Vendor acknowledges that the Purchaser intends to use the
Property for aggregate extraction and processing. The Vendor further
acknowledges that the Purchaser's intends to apply to the Ministry of
Natural Resources, as soon as possible after execution of this
Agreement by the parties hereto, to amend the Purchaser's site plans
filed pursuant to the Aggregate Resources Act in respect of the
Purchaser's property adjacent to the Property. The Vendor further
acknowledges that the purpose of such application is to obtain an
extension of the Purchaser's licence for aggregate extraction on its
adjacent property to the Property. The Vendor covenants and agrees to
co-operate and assist the Purchaser in this process. Except where an act
of council is required, the Vendor shall promptly do, make, execute or
deliver, all such further acts, documents and things as the Purchaser
may reasonably require for the purpose of giving effect to this
paragraph. The Purchaser shall reimburse the Vendor for its
reasonable out of pocket expenses incurred in doing so;
(g) the Vendor shall use its best efforts both before and after Closing to
cause the Property to be assessed extractive industrial.
5.2 Purchaser's Representation and Warranty
The Purchaser represents and warrants to the Vendor that:
(a) it is not a non- Canadian for the purposes of the Investment Canada
Act (Canada);
(b) it shall pay, on Closing, the Vendor's reasonable out of pocket legal fees
and expenses incurred in connection with the preparation, negotiation
and completion of this Agreement and the transactions contemplated
hereby;
(c) it is and will remain on Closing a GST registrant for the purposes of the
Excise Tax Act (Canada);
(d) except in respect of any claims, actions, losses, damages and expenses
("Claims") arising in connection with any matter which is the subject
of the Vendor's representations, warranties and covenants contained
in this Agreement, the Purchaser shall defend the Vendor and hold the
Vendor harmless from and against all Claims, (including reasonable
legal fees) incurred by the Vendor in connection with a closure of the
Property as a public highway and its conveyance to the Purchaser.
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5.3 Survival of Covenants Representations and Warranties
The covenants, representations and warranties of the Vendor and
Purchaser contained in this Agreement and contained in any certificates or
documents delivered pursuant to or in connection with this Agreement and the
transactions contemplated hereby will not merge upon Closing or by delivery of any
such certificate or document and will not be affected by any independent
investigations or inquiries by the Purchaser, but will continue in full force and effect
after the Closing Date.
ARTICLE 6
CONDITIONS PRECEDENT
6.1 Conditions for the Benefit of the Purchaser
The obligation of the Purchaser to complete the purchase of the
Property pursuant to this Agreement is subject to the satisfaction of, or compliance
with, at or prior to the Closing Date, each of the following conditions (each of which
is acknowledged to be for the exclusive benefit of the Purchaser):
(a) Accuracy of Representations of Vendor. The representations and
warranties of the Vendor made in or pursuant to this Agreement shall
be true and correct at the Closing Date with the same force and effect as
if made at and as of the Closing Date, the covenants contained in this
Agreement to be performed by the Vendor at or prior to the Closing
Date shall have been performed, the Vendor shall not be in breach of
any agreement on its part contained in this Agreement, and the
Purchaser shall have received certificates of the Vendor confirming the
foregoing, in each case in form and substance satisfactory to the
Purchaser and the Purchaser's solicitors.
(b) Passage of By-law_ The Vendor shall have passed a by-law or by-laws
for the stopping up, closing and sale of the Property to the Purchaser in
accordance with the Municipal Act and all other applicable legislative
requirements.
(c) No Change Since Expiry o, f Inspection Period. From the expiry of the
Inspection Period to the Closing Date, there will have been no material
adverse change to the Property.
(d) No Action to Restrain. No action or proceeding shall be pending or
threatened by any person to restrain or prohibit the purchase and sale
of the Property hereunder or to prevent or restrict the use or
-s -
enjoyment of the Property as an aggregate extraction and processing
site.
If any of the conditions contained in this Section 5.1 shall not be
fulfilled or performed at or prior to the Closing Date to the satisfaction of the
Purchaser the Purchaser may by notice to the Vendor, terminate this Agreement
and the obligations of the Vendor and the Purchaser under this Agreement,
whereupon the Deposit, together with all interest which has accrued thereon, if any
will be returned to the Purchaser without deduction. Any condition in this section
may be waived in whole or in part by the Purchaser without prejudice to any claim
the Purchaser may have for breach of covenant, representation or warranty.
6.2 Conditions for Benefit of Vendor
The obligation of the Vendor to complete the sale of the Property
hereunder is subject to the satisfaction of, or compliance with, at or before the
Closing, each of the following conditions (each of which is acknowledged to be for
the exclusive benefit of the Vendor):
(a) Accuracy of Representations of Purchaser and Compliance with
Covenants. The representations and warranties of the Purchaser made
in or pursuant to this Agreement shall be true and correct at the
Closing Date with the same force as if made at and as of the Closing
Date; the covenants contained in this Agreement to be performed by
the Purchaser at or prior to the Closing Date shall have been
performed; the Purchaser shall not be in breach of any agreement on its
part contained in this Agreement; and the Vendor shall have received
a Certificate of the Purchaser confirming the foregoing, in each case in
form and substance satisfactory to the Vendor and the Vendor's
solicitors.
(b) Closing Documents and Proceedings.. All documents relating to the
due authorization and completion of the transaction contemplated
hereby and all actions and proceedings taken at or prior to Closing in
connection with the performance by the Purchaser of the Purchaser's
obligations under this Agreement shall be satisfactory to the Vendor
and to the Vendor's solicitors, acting reasonably and the Vendor shall
have received copies of all such documents and evidence that all such
actions and proceedings have been taken as it may reasonably request
in form and substance satisfactory to the Vendor and the Vendor's
solicitors.
t
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If any of the conditions contained in this Section 6.2 shall not be
fulfilled or performed at or prior to the Closing Date to the satisfaction of the
Vendor, the Vendor may by notice to the Purchaser, terminate this Agreement and
the obligations of the Vendor and the Purchaser under this Agreement, whereupon
the Deposit, together with any interest which has accrued thereon, will be returned
to the Purchaser without deduction.
6.3 Purchaser's Right to Terminate Prior to-Closing
If, at any time prior to the Closing Date, any representation and
warranty or covenant (which by its terms must be complied with or fulfilled at such
time), made or given by the Vendor in this Agreement is not, in the case of a
representation and warranty materially true and correct with the same force and
effect as if given at and as of such time (whether or not the truth and correctness of
such representations and warranties are within the Vendor's control), and, in the
case of a covenant, is not being complied with or fulfilled, and if such representation
and warranty or covenant is not made true and correct or complied with or fulfilled
by action of the Vendor within 10 days of the Vendor receiving notice to that effect
from the Purchaser, the Purchaser may at the expiry of such period or time, by
giving notice to the Vendor, terminate this Agreement and the obligations of the
Vendor and the Purchaser hereunder, whereupon the Deposit, together with any
interest which has accrued thereon, will be returned to the Purchaser without
deduction.
ARTICLE 7
CLOSING
7.1 Location and Time of the Clo ing
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The Closing shall take place at the Registry Office for the Registry
Division of Durham at a time mutually agreed upon by the parties solicitors.
7.2 Delivery by Vendor
On or prior to Closing, the Vendor will deliver to the Purchaser on
payment of the Purchase Price the following:
(a) an executed transfer of the Property in registrable form in favour of the
Purchaser or as the Purchaser may otherwise direct;
(b) vacant possession of the Property;
(c) a statement of adjustments prepared pursuant to Section 7.4;
it
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(d) such other documents as may be necessary to effect the sale of the
Property to the Purchaser, as the Purchaser or Purchaser's solicitors
may reasonably require to give effect to the intent of this Agreement,
including, without limiting the generality of the foregoing, a
resolution for the execution of this Agreement and an executed
registrable copy of the appropriate by-law or by-laws passed by the
Vendor for the stopping up, closing and sale of the Lands to the
Purchaser in accordance with this Agreement;
7.3 Delivery of Documents by Purchaser
On or prior to Closing, the Purchaser will deliver to the Vendor the
following:
(a) such other documents as the Vendor or Vendor's solicitors may
reasonably require to give effect to the intent of this Agreement;
(b) the Purchase Price in accordance with Section 3.1;
(c) an executed registrable mortgage/charge of the Property as
contemplated by Section 3.1;
(d) payment of the fees and expenses referred to in Section 5.2 hereof; and
(e) an executed indemnity as contemplated by Section 5.2(d).
7.4 Adjustments
The Purchase Price will be adjusted by apportioning as between the
Purchaser and the Vendor as of the Closing Date any real property taxes applicable to
the Property. The Vendor will prepare a draft statement of adjustments and submit
it to the Purchaser at least ten (10) days before the Closing Date. The Vendor and
Purchaser agree to readjust the adjustments made on Closing, if necessary as soon as
reasonably convenient.
ARTICLE 8
ADDITIONAL AGREEMENTS OF THE PARTIES
8.1 Action re Representations Warranties-and Condition
Until Closing, the Vendor shall do or refrain from doing all acts and
things necessary or desirable in order to ensure that the representations and
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warranties in Section 5.1 remain true and correct at Closing as if such
representations and warranties were made at and as of such date and to satisfy or
cause to be satisfied the conditions in Section 6.1 which are within its control.
8.2 Insurance
Until the Closing Date, the Vendor shall maintain in full force all
policies and contracts of insurance which are now in effect (or renewals thereof) and
under which it is insured.
8.3 Planning Act
This Agreement will be effective to create an interest in the Property
only if the subdivision control provisions of the Planning Act (Ontario) are
complied with by the Vendor on or before Closing.
8.4 Commissions
Each of the Purchaser and the Vendor represent and warrant that they
have not retained any broker or agent with respect to the purchase and sale of the
Property. The Vendor and Purchaser agree to indemnify and save harmless each
other from any claims for commission owing in respect of the purchase and sale of
the Property by any person.
ARTICLE 9
GENERAL MATTERS
9.1 Payment of Transfer Taxes
Except as otherwise provided in this Agreement, the Purchaser will be
liable for and will pay all land transfer taxes and federal and provincial sales or other
taxes payable upon or in connection with, the conveyance or transfer of the Property
by the Vendor to the Purchaser.
9.2 Assignment
The Purchaser shall be entitled to assign its interest hereunder in
whole or in part to any person or persons on written notice to the Vendor and
subject to the Vendor's consent (which consent shall not be unreasonably withheld).
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9.3 Notices
Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be given by facsimile or by hand-delivery as
hereinafter provided. Any such notice or other communication, if sent by facsimile,
shall be deemed to have been received on the business day following the sending, or
if delivered by hand shall be deemed to have been received at the time it is
delivered to the applicable address noted below either to the individual designated
below or to an individual at such address having apparent authority to accept
deliveries on behalf of the addressee. Notice of change of address shall also be
governed by this section. Notices and other communications shall be addressed as
follows:
(a) if to the Vendor:
The Corporation of the Municipality of Clarington
40 Temperance Street
Bowmanville, Ontario
L1C 3A6
Attention: Mayor Diane Hamre
[Telecopier number: (905) 623-4169
with a copy to the Vendor's solicitor:
Dennis Hefferon
130 Adelaide Street West
Suite 2600
Toronto, Ontario
M5H 3P5
Telecopier number: (416) 363-2448
(b) if to the Purchaser:
Dufferin Aggregates
620 Wilson Avenue
Downsview, Ontario
M3K 2A4
Attention: William C. Galloway
Telecopier number: (416) 630-1554
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with a copy to the Purchaser's solicitors at:
Fasken Campbell Godfrey
Toronto-Dominion Centre
Toronto, Ontario
M5K 1N6
Attention: S.R. Haber
Telecopier number: (416) 364-7813
9.4 Time of Essence
Time is of the essence of this Agreement.
9.5 Tender
Any tender of documents or money hereunder may be made upon the
Vendor or the Vendor's solicitors or the Purchaser or the Purchaser's solicitors and
money may be tendered by certified cheque or draft drawn on one of the five largest
Canadian chartered banks listed in Schedule 1 to the Bank Act (Canada).
9.6 Entire Agreement, Waiver
This Agreement constitutes the entire agreement between the parties
pertaining to the subject matter of this Agreement. There are no warranties,
representations or agreements between the parties in connection with such subject
matter except as specifically set forth or referred to in this Agreement. Except as
expressly provided in this Agreement, no amendment, waiver or termination of
this Agreement shall be binding unless executed in writing by the party to be bound
thereby. No waiver of any provision of this Agreement shall constitute a waiver of
any other provision nor shall any waiver of any provision of this Agreement
constitute a continuing waiver unless otherwise expressly provided.
9.7 Governing Law
This Agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario and the laws of Canada therein.
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9.8 Further Assurances
Each of the parties hereto shall promptly do, make, execute or deliver,
or cause to be done, made, executed or delivered, all such further acts, documents
and things as the other party hereto may reasonably require from time to time for
the purpose of giving effect to this Agreement and shall use reasonable efforts and
take all such steps as may be reasonably within its power to implement to their full
extent the provisions of this Agreement.
DATED at North York this day of February,1996.
ST. LAWRENCE CEMENT INC.
Per:
Willi C. GallowY� eneral Manager
of Dufferin AggrcE es, a division of
the Purchaser
THE CORPORATION OF THE
MUNICIPALITY OF CLARINGTON
Per:
Diane Hamre, Mayor
Per:
erk Ai L. rrie
Page 1 DYE 6 DURHAM CO.INC.
Form No.300
Land Registration Reform Act
SET OF STANDARD CHARGE TERMS
Filing Date: November 30, 1993
Filed by
Dye & Durham Co. Inc. Filing number: 9320
The following Set of Standard Charge Terms shall be deemed to be included in every charge in which the
set is referred to by its filing number, as provided in section 9 of the Act.
Exclusion of 1. The implied covenants deemed to be included in a charge under subsection 7(1)of the Land Registration Reform
Statutory Act as amended or re-enacted are excluded from the Charge.
Covenants
Right to 2. The Chargor now has good right,full power and lawful and absolute authority to charge the land and to give the
Charge the Charge to the Chargee upon the covenants contained in the Charge.
Land
No Act to 3. The Chargor has not done,committed, executed or wilfully or knowingly suffered any act, deed, matter or thing
Encumber whatsoever whereby or by means whereof the land,or any part or parcel thereof, is or shall or may be in any
way impeached, charged, affected or encumbered in title,estate or otherwise, except as the records of the land
registry office disclose.
Good Title in 4. The Chargor,at the time of the execution and delivery of the Charge,is, and stands solely, rightfully and lawfully
Fee Simple seized of a good, sure, perfect, absolute and indefeasible estate of inheritance, in fee simple, of and in the land
and the premises described in the Charge and in every part and parcel thereof without any manner of trusts,
reservations, limitations, provisos, conditions or any other matter or thing to alter, charge,change, encumber or
defeat the same, except those contained in the original grant thereof from the Crown.
Promise to S. The Chargor will pay or cause to be paid to the Chargee the full principal amount and interest secured by the
Pay and Charge in the manner of payment provided by the Charge, without any deduction or abatement, and shall do,
Perform observe, perform,fulfill and keep all the provisions,covenants,agreements and stipulations contained in the Charge
and shall pay as they fall due all taxes,rates,levies,charges,assessments,utility and heating charges,municipal,
local, parliamentary and otherwise which now are or may hereafter be imposed,charged or levied upon the land
and when required shall produce for the Chargee receipts evidencing payment of the same.
Interest After 6. In case default shall be made in payment of any sum to become due for interest at the time provided for payment
Default in the Charge, compound interest shall be payable and the sum in arrears for interest from time to time, as well
after as before maturity,and both before and after default and judgement,shall bear interest at the rate provided
for in the Charge. In case the interest and compound interest are not paid within the interest calculation period
provided in the Charge from the time of default a rest shall be made,and compound interest at the rate provided
for in the Charge shall be payable on the aggregate amount then due, as well after as before maturity, and so
on from time to time, and all such interest and compound interest shalt be a charge upon the land.
No Obligation 7. Neither the preparation, execution or registration of the Charge shall bind the Chargee to advance the principal
to Advance amount secured, nor shall the advance of a part of the principal amount secured bind the Chargee to advance
any unadvanced portion thereof,but nevertheless the security in the land shall take effect forthwith upon the execution
of the Charge by the Chargor. The expenses of the examination of the title and of the Charge and valuation are
to be secured by the Charge in the event of the whole or any balance of the principal amount not being advanced,
the same to be charged hereby upon the land, and shall be, without demand therefor, payable forthwith with in-
terest at the rate provided for in the Charge,and in default the Chargee's power of sale hereby given,and all other
remedies hereunder, shall be exercisable.
Costs Added 8. The Chargee may pay all premiums of insurance and all taxes,rates,levies,charges,assessments,utility and heating
to Principal charges which shall from time to time fall due and be unpaid in respect of the land,and that such payments,together
with all costs, charges, legal fees(as between solicitor and client)and expenses which may be incurred in taking,
recovering and keeping possession of the land and of negotiating the Charge, investigating title, and registering
the Charge and other necessary deeds,and generally in any other proceedings taken in connection with or to realize
upon the security given in the Charge (including legal fees and real estate commissions and other costs incurred
in leasing or selling the land or in exercising the power of entering, lease and sale contained in the Charge)shall
be,with interest at the rate provided for in the Charge, a charge upon the land in favour of the Chargee pursuant
to the terms of the Charge and the Chargee may pay or satisfy any lien,charge or encumbrance now existing or
hereafter created or claimed upon the land, which payments with interest at the rate provided for in the Charge
shall likewise be a charge upon the land in favour of the Chargee. Provided, and it is hereby further agreed, that
all amounts paid by the Chargee as aforesaid shall be added to the principal amount secured by the Charge and
shall be payable forthwith with interest at the rate provided for in the Charge, and on default all sums secured by
the Charge shall immediately become due and payable at the option of the Chargee,and all powers in the Charge
conferred shall become exercisable.
Power of 9. The Chargee on default of payment for at least fifteen(15)days may,on at least thirty-five(35)days'notice in writing
Sale given to the Chargor,enter on and lease the land or sell the land.Such notice shall be given to such persons and
in such manner and form and within such time as provided in the Mortgages Act. In the event that the giving of
such notice shall not be required by law or to the extent that such requirements shall not be applicable,it is agreed
that notice may be effectually given by leaving it with a grown-up person on the land, if occupied, or by placing
it on the land if unoccupied, or at the option of the Chargee, by mailing it in a registered letter addressed to the
Chargor at his last known address, or by publishing it once in a newspaper published in the county or district in
which the land is situate; and such notice shall be sufficient although not addressed to any person or persons
by name or designation;and notwithstanding that any person to be affected thereby may be unknown,unascertained
or under disability.Provided further,that in case default be made in the payment of the principal amount or interest
or any part thereof and such default continues for two months after any payment of either falls due then the Chargee
may exercise the foregoing powers of entering,leasing or selling or any of them without any notice,it being understood
and agreed,however,that if the giving of notice by the Chargee shall be required by law then notice shall be given
to such persons and in such manner and form and within such time as so required by law. It is hereby further
agreed that the whole or any part or parts of the land may be sold by public auction or private contract, or partly
Page 2—SET OF STANDARD CHARGE TERMS DYE&DURHAM CO.INC.
(Filing Date:November 30, 1993) Form No.300
Filing No:9320
one or partly the other;and that the proceeds of any sale hereunder may be applied first in payment of any costs,
charges and expenses incurred in taking,recovering or keeping possession of the land or by reason of non-payment
or procuring payment of monies, secured by the Charge or otherwise, and secondly in payment of all amounts
of principal and interest owing under the Charge;and if any surplus shall remain after fully satisfying the claims
of the Chargee as aforesaid same shall be paid as required by law.The Chargee may sell any of the land on such
terms as to credit and otherwise as shall appear to him most advantageous and for such prices as can reasonably
be obtained therefor and may make any stipulations as to title or evidence or commencement of title or otherwise
which he shall deem proper,and may buy in or rescind or vary any contract for the sale of the whole or any part
of the land and resell without being answerable for loss occasioned thereby, and in the case of a sale on credit
the Chargee shall be bound to pay the Chargor only such monies as have been actually received from purchasers
after the satisfaction of the claims of the Chargee and for any of said purposes may make and execute all agreements
and assurances as he shall think fit.Any purchaser or lessee shall not be bound to see to the propriety or regulari-
ty of any sale or lease or be affected by express notice that any sale or lease is improper and no want of notice
or publication when required hereby shall invalidate any sale or lease hereunder.
Quiet 10. Upon default in payment of principal and interest under the Charge or in performance of any of the terms or condi-
Possession tions hereof,the Chargee may enter into and take possession of the land hereby charged and where the Chargee
so enters on and takes possession or enters on and takes possession of the land on default as described in paragraph
9 herein the Chargee shall enter into, have, hold, use, occupy, possess and enjoy the land without the let, suit,
hindrance, interruption or denial of the Chargor or any other person or persons whomsoever.
Right to 11. If the Chargor shall make default in payment of any part of the interest payable under the Charge at any of the
Distrain dates or times fixed for the payment thereof, it shall be lawful for the Chargee to distrain therefor upon the land
or any part thereof, and by distress warrant, to recover by way of rent reserved, as in the case of a demise of
the land, so much of such interest as shall, from time to time, be or remain in arrears and unpaid,together with
all costs, charges and expenses attending such levy or distress, as in like cases of distress for rent. Provided
that the Chargee may distrain for arrears of principal in the same manner as if the same were arrears of interest.
Further 12. From and after default in the payment of the principal amount secured by the Charge or the interest thereon or
Assurances any part of such principal or interest or in the doing, observing, performing, fulfilling or keeping of some one or
more of the covenants set forth in the Charge then and in every such case the Chargor and all and every other
person whosoever having,or lawfuly claiming, or who shall have or lawfully claim any estate, right, title, interest
or trust of, in, to or out of the land shall, from time to time, and at all times thereafter, at the proper costs and
charges of the Chargor make,do,suffer and execute,or cause or procure to be made,done,suffered and executed,
all and every such further and other reasonable act or acts,deed or deeds,devises,conveyances and assurances
in the law for the further,better and more perfectly and absolutely conveying and assuring the land unto the Chargee
as by the Chargee or his solicitor shall or may be lawfully and reasonably devised, advised or required.
Acceleration 13. In default of the payment of the interest secured by the Charge the principal amount secured by the Charge shall,
of Principal at the option of the Chargee, immediately become payable, and upon default of payment of instalments of prin-
and Interest cipal promptly as the same mature,the balance of the principal and interest secured by the Charge shall, at the
option of the Chargee, immediately become due and payable.The Chargee may in writing at any time or times
after default waive such default and any such waiver shall apply only to the particular default waived and shall
not operate as a waiver of any other or future default.
Unapproved 14. If the Chargor sells,transfers,disposes of, leases or otherwise deals with the land,the principal amount secured
sale by the Charge shall, at the option of the Chargee, immediately become due and payable.
Partial 15. The Chargee may at his discretion at all times release any part or parts of the land or any other security or any
Releases surety for the money secured under the Charge either with or without any sufficient consideration therefor,without
responsibility therefor, and without thereby releasing any other part of the land or any person from the Charge
or from any of the covenants contained in the Charge and without being accountable to the Chargor for the value
thereof, or for any monies except those actually received by the Chargee. It is agreed that every part or lot into
which the land is or may hereafter be divided does and shall stand charged with the whole money secured under
the Charge and no person shall have the right to require the mortgage monies to be apportioned.
Obligation to 16. The Chargor will immediately insure,unless already insured,and during the continuance of the Charge keep insured
Insure against loss or damage by fire, in such proportions upon each building as may be required by the Chargee,the
buildings on the land to the amount of not less than their full insurable value on a replacement cost basis in dollars
of lawful money of Canada. Such insurance shall be placed with a company approved by the Chargee. Buildings
shall include all buildings whether now or hereafter erected on the land, and such insurance shall include not
only insurance against loss or damage by fire but also insurance against loss or damage by explosion,tempest,
tornado,cyclone, lightning and all other extended perils customarily provided in insurance policies including "all
risks"insurance.The covenant to insure shall also include where appropriate or if required by the Chargee,boiler,
plate glass, rental and public liability insurance in amounts and on terms satisfactory to the Chargee. Evidence
of continuation of all such insurance having been effected shall be produced to the Chargee at least fifteen (15)
days before the expiration thereof;otherwise the Chargee may provide therefor and charge the premium paid and
interest thereon at the rate provided for in the Charge to the Chargor and the same shall be payable forthwith
and shall also be a charge upon the land. It is further agreed that the Chargee may at any time require any in-
surance of the buildings to be cancelled and new insurance effected in a company to be named by the Chargee
and also of his own accord may effect or maintain any insurance herein provided for, and any amount paid by
the Chargee therefor shall be payable forthwith by the Chargor with interest at the rate provided for in the Charge
and shall also be a charge upon the land. Policies of insurance herein required shall provide that loss, if any,
shall be payable to the Chargee as his interest may appear,subject to the standard form of mortgage clause approved
by the Insurance Bureau of Canada which shall be attached to the policy of insurance.
Obligation to 17. The Chargor will keep the land and the buildings, erections and improvements thereon, in good condition and
Repair repair according to the nature and description thereof respectively, and the Chargee may, whenever he deems
necessary, by his agent enter upon and inspect the land and make such repairs as he deems necessary, and
the reasonable cost of such inspection and repairs with interest at the rate provided for in the Charge shall be
added to the principal amount and be payable forthwith and be a charge upon the land prior to all claims thereon
subsequent to the Charge. If the Chargor shall neglect to keep the buildings,erections and improvements in good
condition and repair, or commits or permits any act of waste on the land (as to which the Chargee shall be sole
judge)or makes default as to any of the covenants, provisos, agreements or conditions contained in the Charge
or in any charge to which this Charge is subject,all monies secured by the Charge shall,at the option of the Chargee,
forthwith become due and payable, and in default of payment of same with interest as in the case of payment
Page 3-r SET OF STANDARD CHARGE TERMS DYE&DURHAM CO.INC.
(Filing Date:November 30, 1993) Form No.300
Filing No:9320
before maturity the powers of entering upon and leasing or selling hereby given and all other remedies herein
contained may be exercised forthwith.
Building 18. If any of the principal amount to be advanced under the Charge is to be used to finance an improvement on the
Charge land, the Chargor must so inform the Chargee in writing immediately and before any advances are made under
the Charge.The Chargor must also provide the Chargee immediately with copies of all contracts and subcontracts
relating to the improvement and any amendments to them. The Chargor agrees that any improvement shall be
made only according to contracts,plans and specifications approved in writing by the Chargee.The Chargor shall
complete all such improvements as quickly as possible and provide the Chargee with proof of payment of all contracts
from time to time as the Chargee requires. The Chargee shall make advances (part payments of the principal
amount)to the Chargor based on the progress of the improvement, until either completion and occupation or sale
of the land.The Chargee shall determine whether or not any advances will be made and when they will be made.
Whatever the purpose of the Charge may be,the Chargee may at its option hold back funds from advances until
the Chargee is satisfied that the Chargor has complied with the holdback provisions of the Construction Lien Act
as amended or re-enacted.The Chargor authorizes the Chargee to provide information about the Charge to any
person claiming a construction lien on the land.
Extensions 19. No extension of time given by the Chargee to the Chargor or anyone claiming under him, or any other dealing
not to by the Chargee with the owner of the land or of any part thereof, shall in any way affect or prejudice the rights
Prejudice of the Chargee against the Chargor or any other person liable for the payment of the money secured by the Charge,
and the Charge may be renewed by an agreement in writing at maturity for any term with or without an increased
rate of interest notwithstanding that there may be subsequent encumbrances. It shall not be necessary to register
any such agreement in order to retain priority for the Charge so altered over any instrument registered subsequent
to the Charge.Provided that nothing contained in this paragraph shall confer any right of renewal upon the Chargor.
No Merger 20. The taking of a judgment or judgments on any of the covenants herein shall not operate as a merger of the covenants
of Covenants or affect the Chargee's right to interest at the rate and times provided for in the Charge;and further that any judgment
shall provide that interest thereon shall be computed at the same rate and in the same manner as provided in
the Charge until the judgment shall have been fully paid and satisfied.
Change in 21. Immediately after any change or happening affecting any of the following, namely:(a) the spousal status of the
Status Chargor,(b) the qualification of the land as a family residence within the meaning of Part II of the Family Law
Act, and(c) the legal title or beneficial ownership of the land, the Chargor will advise the Chargee accordingly
and furnish the Chargee with full particulars thereof, the intention being that the Chargee shall be kept fully in-
formed of the names and addresses of the owner or owners for the time being of the land and of any spouse who
is not an owner but who has a right of possession in the land by virtue of Section 19 of the Family Law Act. In
furtherance of such intention, the Chargor covenants and agrees to furnish the Chargee with such evidence in
connection with any of(a), (b) and (c) above as the Chargee may from time to time request.
Condominium 22. If the Charge is of land within a condominium registered pursuant to the Condominium Act (the "Act")the follow-
Provisions ing provisions shall apply. The Chargor will comply with the Act, and with the declaration, by-laws and rules of
the condominium corporation(the"corporation")relating to the Chargor's unit(the"unit")and provide the Chargee
with proof of compliance from time to time as the Chargee may request. The Chargor will pay the common ex-
penses for the unit to the corporation on the due dates. If the Chargee decides to collect the Chargor's contribu-
tion towards the common expenses from the Chargor,the Chargor will pay the same to the Chargee upon being
so notified. The Chargee is authorized to accept a statement which appears to be issued by the corporation as
conclusive evidence for the purpose of establishing the amounts of the common expenses and the dates those
amounts are due.The Chargor,upon notice from the Chargee,will forward to the Chargee any notices,assessments,
by-laws, rules and financial statements of the corporation that the Chargor receives or is entitled to receive from
the corporation. The Chargor will maintain all improvements made to the unit and repair them after damage. In
addition to the insurance which the corporation must obtain,the Chargor shall insure the unit against destruction
or damage by fire and other perils usually covered in fire insurance policies and against such other perils as the
Chargee requires for its full replacement cost(the maximum amount for which it can be insured).The insurance
company and the terms of the policy shall be reasonably satisfactory to the Chargee.This provision supersedes
the provisions of paragraph 16 herein.The Chargor irrevocably authorizes the Chargee to exercise the Chargor's
rights under the Act to vote, consent and dissent.
Discharge 23. The discharge of the Charge shall be prepared by the Chargee and all legal and other expenses for the preparation
and execution of such discharge shall be borne by the Chargor.
Guarantee 24. Each party named in the Charge as a Guarantor hereby agrees with the Chargee as follows:
(a) In consideration of the Chargee advancing all or part of the Principal Amount to the Chargor, and in con-
sideration of the sum of TWO DOLLARS ($2.00)of lawful money of Canada now paid by the Chargee to the
Guarantor(the receipt and sufficiency whereof are hereby acknowledged),the Guarantor does hereby absolutely
and unconditionally guarantee to the Chargee,and its successors,the due and punctual payment of all prin-
cipal moneys,interest and other moneys owing on the security of the Charge and observance and performance
of the covenants, agreements, terms and conditions herein contained by the Chargor, and the Guarantor,
for himself and his successors,covenants with the Chargee that,if the Chargor shall at any time make default
in the due and punctual payment of any moneys payable hereunder,the Guarantor will pay all such moneys
to the Chargee without any demand being required to be made.
(b) Although as between the Guarantor and the Chargor, the Guarantor is only surety for the payment by the
Chargor of the moneys hereby guaranteed,as between the Guarantor and the Chargee,the Guarantor shall
be considered as primarily liable therefor and it is hereby further expressly declared that no release or releases
of any portion or portions of the land; no indulgence shown by the Chargee in respect of any default by the
Chargor or any successor thereof which may arise under the Charge; no extension or extensions granted
by the Chargee to the Chargor or any successor thereof for payment of the moneys hereby secured or for
the doing, observing or performing of any covenant, agreement, term or condition herein contained to be
done,observed or performed by the Chargor or any successor thereof; no variation in or departure from the
provisions of the Charge; no release of the Chargor or any other thing whatsoever whereby the Guarantor
as surety only would or might have been released shall in any way modify,alter,vary or in any way prejudice
the Chargee or affect the liability of the Guarantor in any way under this covenant,which shall continue and
be binding on the Guarantor, and as well after as before maturity of the Charge and both before and after
default and judgment, until the said moneys are fully paid and satisfied.
(c) Any payment by the Guarantor of any moneys under this guarantee shall not in any event be taken to affect
Page 4—SET OF STANDARD CHARGE TERMS DYE&DURIO M CO.INC.
(Filing Date:November 30, 1993) Form No.300
Filing No:9320
the liability of the Chargor for payment thereof but such liability shall remain unimpaired and enforceable
by the Guarantor against the Chargor and the Guarantor shall, to the extent of any such payments made
by him, in addition to all other remedies, be subrogated as against the Chargor to all the rights, privileges
and powers to which the Chargee was entitled prior to payment by the Guarantor; provided, nevertheless,
that the Guarantor shall not be entitled in any event to rank for payment against the lands in competition
with the Chargee and shall not, unless and until the whole of the principal, interest and other moneys owing
on the security of the Charge shall have been paid,be entitled to any rights or remedies whatsoever in subroga-
tion to the Chargee.
(d) All covenants,liabilities and obligations entered into or imposed hereunder upon the Guarantor shall be equally
binding upon his successors.Where more than one parry is named as a Guarantor all such covenants,liabilities
and obligations shall be joint and several.
(e) The Chargee may vary any agreement or arrangement with or release the Guarantor, or any one or more
of the Guarantors if more than one party is named as Guarantor, and grant extensions of time or otherwise
deal with the Guarantor and his successors without any consent on the part of the Chargor or any other
Guarantor or any successor thereof.
Date of 25. The date of the Charge unless otherwise provided shall be the earliest date of signature by a Chargor.
Charge
Interpretation In construing these covenants the words "Charge", "Chargee", "Chargor", "land"and "successor"shall have
the meanings assigned to them in Section 1 of the Land Registration Reform Act and the words "Chargor" and
"Chargee" and the personal pronouns "he" and "his" relating thereto and used therewith, shall be read and
construed as "Chargor"or"Chargors", "Chargee"or"Chargees",and "he", "she", "they"or"it", "his", "her",
"their" or "its", respectively, as the number and gender of the parties referred to in each case require, and the
number of the verb agreeing therewith shall be construed as agreeing with the said word or pronoun so substituted.
And that all rights,advantages,privileges,immunities,powers and things hereby secured to the Chargor or Chargors,
Chargee or Chargees, shall be equally secured to and exercisable by his, her, their or its heirs, executors,
administrators and assigns, or successors and assigns, as the case may be. The word "successor" shall also
include successors and assigns of corporations including amalgamated and continuing corporations.And that all
covenants, liabilities and obligations entered into or imposed hereunder upon the Chargor or Chargors,Chargee
or Chargees, shall be equally binding upon his, her, their or its heirs, executors, administrators and assigns, or
successors and assigns, as the case may be,and that all such covenants and liabilities and obligations shall be
joint and several. And the headings beside each paragraph herein are for reference purposes only and do not
form part of the covenants herein contained.
ACKNOWLEDGMENT
This Set of Standard Charge Terms is included in a Charge dated the c?) day of February 19 96
made by
ST. LAWRENCE CEMENT INC. as Chargor(s)
To
THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON as Chargee(s)
and each Chargor and Guarantor hereby acknowledges receipt of a copy of this Set of Standard Charge Terms before signing
the Charge.
ST. LAWRENCE CEMENT INC.
Per:
Guarantor(s) Chargor(s)
Wil iam C. GaXYoway
General Manager of Dufferin
Aggregates, a division of
St. Lawrence Cement Inc.
CERTIFICATE
TO: ST. LAWRENCE CEMENT INC.
RE: The Corporation of the Municipality of Clarington (the
"Municipality") Sale to St. Lawrence Cement Inc. of
Part of the Road Allowance Between Lots 26 and 27,
Concession 10, Geographic Township of Clarke,
Municipality of Clarington, Regional Municipality of
Durham, Designated as Part 1 on Plan 40R-14683 (the
"Property")
I, Patti L. Barrie, Clerk of the Municipality, verify that to the
best of my knowledge and belief:
(a) A procedural by-law (the "Procedural By-law") as
required by section 193 (2) of the Municipal Act,
R.S.O. 1990 c .M.45, as amended, was in force in the
Municipality at the time a by-law was enacted by the
Council of the Municipality declaring the Property
surplus and authorizing the sale of the Property;
(b) The measures required for giving notice to the public
required by the Procedural By-law have been carried
out; and
(c) The appraisal of the fair market value of the Property
required by section 193 of the Municipal Act, was
obtained.
DATED this 20th day of February 1996 at the Municipality of Clarington
% P RRIE, CLERK
l/
Province Charge/Mortae of Land Fasken Campbell Godfrey
Of October,1993
Ontario orm 2—Land Re I ration storm Act
(1) Registry Land Titles []T(2) Pagel of 2 pages
(3) Property Block Property
IderrtNler(s) Additional:
See
Schedule
C" (4) Principal Amount
} o `_ N c ONE HUNDRED AND TWENTY-THREE
Z THOUSAND---------------------------_------------- $ 123,00.00
ca ° E
co �.% f� ) Description
• W
ca C> = Part of the Road Allowance between Lots 26 and 27
T W N Concession 10
a o CV a Municipalit of Clarington(formerly Township of Clarke)
m J Regional Municipality of Durham
U. Property Identiftre designated as Part 1 on 40R-14683
~ Additional:
W co See ❑
C_7) M Schedule
Exeatlona
Additional:
See ❑Schedule
This a) Redescription (b) Schedule for: (�)
Documerd New Easeme Interest/Estate Charged
nt Fee Simple
Contains Plan/Sketch Description 11 Partitesnal ❑ Other a
(8) Standard Charge Terms—The arties agree to be bound by the provisions in Standard Charge Terms filed as number and the
Chargor(s)hereby acknowledges)receipt of a copy of these terms. 93 20
Payment rov s ons
(a)Principal (b)Interest SEE SCHEDULE ATTACHED %Per annum (c) Calculation
Amount$ 123,000.00 Rate Period
Interest Y M D Payment First Y M D
(� Datestment i (el Date and (f) Payment '•
` E Period Date '
Last Amount
(9) Payment = i (h) of Each
Date I ' Payment Dollars$
(1) Balance r)) Insurance
Due Date i f ' Dollars$
(10) Additional Provisions
Continued on
Schedule
(11) Chargor(s) The chargor hereby charges the land to the chargee)andaap(Kkm)b=lbaxhaxgor�cDsew*askefghtarot acxdrt t
. ....................................................................................
..........................................................................................................
Thechargor(s)acknowledge(s)receipt of a true copy of this charge.
ec( Date of Signature
Signature(s) Y M D
ST.LAWRENCE CEMENT INC................................... by. 1996 02 a�
Name: liam C. Gallow
......................................................................Title:... General Man er
I have authority to bind the Corporation. ISt £ r�ngates' s
. ............ .................................... .........a��Inc.� Sty.�....... ...... ... ....
(12) Spouse(s)of Chargor(s) I hereby consent to this transaction. Date of Signature
Name(s) Signature(s) Y M D
(13) Chargor(s)Address Dufferin Aggregates,
for service 620 Wilson Avenue,Downsview,Ontario M3K 2A4
(14) Charges(s)
THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON
................. ..................................................................
.......... ......................... ........................I...................
(16) Charges(s)Address
for Service 40 Temperance Street,Bowmanville,Ontario L1C 3A6
(18) Assessment Roil Number Cty. I Mun.i Map Sub. Par.
of Property : s NOT ASSIGNED FM
17) Municipal Address of Property (18)Document Prepared bv: Registration Fee
NOT ASSIGNED S.Ronald Haber 0
Fasken Campbell Godfrey '
P.O. Box 20
Toronto Dominion Centre
Toronto,Ontario
MSK 1N6
TOW
Page 2
SCHEDULE
DEFINITIONS:
1. In this Charge:
(a) "Product" means Granular "A" Road Base Aggregate;
(b) "Tonne" means a unit of weight equal to 1,000 kilograms;
(c) "Charge" means this Charge/Mortgage of Land including all Schedules
attached hereto;
(d) "Chargee" means The Corporation of the Municipality of Clarington;
(e) "Chargor" means St. Lawrence Cement Inc.
2. This Charge shall:
(a) be in the principal amount of One Hundred and Twenty Three
Thousand Dollars ($123,000.00) and shall, subject to the provisions of
this Schedule, have a term of one (1) year from the date of registration
of this Charge (the "Term");
(b) be without interest,
(c) be repayable by the Chargor making available to the Chargee 41,425
Tonnes of Product;
(d) the Chargor shall be entitled to a discharge of this Charge forthwith
after it provides the Product as required in paragraph 2(c) hereof;
(e) if the Chargee does not order and pick up the Product as set out in
paragraphs 2(c) and (d) hereof within the term hereof, the Chargor
shall, in any event, be entitled to a discharge upon the expiry of the
term hereof without further payment or supply of Product;
(f) the Chargor will from time to time during the term hereof deliver an
account to the Chargee of the amount of Product taken by the Chargee;
(g) the Product shall be made available F.O.B. loaded on trucks at the
Chargor's quarry in Mosport and the Chargee shall be responsible for
the costs of shipping and delivery from the quarry. The Product shall
be supplied to the Chargee at such time and in such amounts as
ordered by the Chargee from time to time during the term hereof.
(h) the Chargee shall pay any provincial sales taxes and goods and services
taxes exigible on the supply of the Product to the Chargee by the
Chargor.
3. Paragraphs 14, 16 and 17 of Standard Charge Terms 9320 are hereby deleted
from this Charge.
4
***************** CERTIFICATE # •
* CLEAR / LIBRE * NO DE CERTIFICAT:
***************** 00046095-2132402B
C E R T I F I C A T E / C E R T I F I C A T
SHERIFF AT / SHERIF A: Durham
DATE OF CERTIFICATE / DATE DU CERTIFICAT : 1996-02-22
THIS CERTIFIES THAT THERE ARE NO WRITS OF EXECUTION, EXTENT OR
CERTIFICATES OF LIEN IN MY HANDS AT THE TIME OF SEARCHING AGAINST
. THE REAL AND PERSONAL PROPERTY OF:
JE CERTIFIE, PAR LES PRESENTES, NE PAS AVOIR DE BREF D'EXECUTION OU
DE SAISIE, NI DE CERTIFICAT DE PRIVILEGE EN MA POSSESSION AU MOMENT
DE LA RECHERCHE VISANT LES BIENS MEUBLES OU IMMEUBLES DE:
SURNAME / NOM GIVEN NAMES / PRENOM (S)
(COMPANY/COMPAGNIE) ST. LAWRENCE CEMENT INC.
CAUTION TO PARTY REQUESTING SEARCH:
ENSURE THAT THE .ABOVE INDICATED NAME IS THE SAME AS THE NAME SEARCHED
THIS NAME WILL REMAIN CLEAR UNTIL THE CLOSE OF BUSINESS THIS DATE.
AVERTISSEMENT A LA PARTIE QUI DEMANDE LA RECHERCHE:
ASSUREZ-VOUS QUE LE NOM INDIQUE CI-DESSUS EST LE MEME QUE CELUI QUI
EST RECHERCHE. CET ETAT DEMEURE VALIDE JUSQU'A LA FIN DE LA JOURNEE
DE TRAVAIL.
CHARGE FOR THIS CERTIFICATE / FRAIS POUR CE CERTIFICAT: $ 11 . 00
SEARCHER REFERENCE / REFERENCE CONCERNANT L'AUTEUR DE LA DEMANDE: 7122
INDEMNITY AGREEMENT
WHEREAS:
In order to induce the Corporation of the Municipality of
Clarington (the "Municipality") to complete the closure and conveyance of
part of the unopened road allowance between Lots 26 and 27, Concession 10,
Geographic Township of Clarke, Municipality of Clarington, Regional
Municipality of Durham, now designated as Part 1 on Plan 40R-14683 (the
"Road") to St. Lawrence Cement Inc. (the "Indemnifier") and for other good
and valuable consideration, the receipt and sufficiency of which is
acknowledged, the Indemnifier hereby covenants and agrees with and in
favour of the Municipality that, except in respect of any claims, actions, losses,
damages and expenses ("Claims") arising in connection with any matter
which is the subject of the Municipality's representations, warranties and
covenants contained in the Agreement of Purchase and Sale dated February
1996, between the Municipality and the Indemnifier, it shall defend the
Municipality and hold the Municipality harmless from and against all Claims
(including reasonable legal fees) incurred by the Municipality in connection
with a closure of the Road as a Public highway and its conveyance to the
Indemnifier.
No modification of this Indemnity shall be effective unless same
is in writing and is executed by both the Indemnifier and the Municipality.
IN WITNESS WHEREOF the Indemnifier has duly executed this
Indemnity Agreement this 2;Z — day of February, 1996.
St. Lawrence Cement Inc.
Per:
Name: W' iam C. Gall ay
Title: General Manager, Dufferin Aggregates,
a division of St. Lawrence Cement Inc.
� ��� �au��cw�.�y �o �4'.c1c� the. �� pG��.K:►Y� ,
02/21/96 16:51 '&416 630 1704 DUFFERIN AGGREG FASKEN Q002
02/21/1996 i3:04 FROM FASKEN CAMPBELL GODFREY TO 776301704 P.03
GOODS AND SERVICES TAX
DECLARATION
TO: The Corporation of the Municipality of Clarington (the "Vendor")
RE: St. Lawrence Cement Inc. (the "Purchaser") purchase from the Vendor of
Part of the road allowance between Lots 26 and 27, Conc. 10, being Past 1,
Plan 40R-14683, Municipality of Clarington, Regional Municipality of
Durham
The Purchaser hereby certifies and agrees that the Purchaser is registered under
Subdivision d of Division V of Part IX of the Excise Tax Act ("ETA") for the
collection and remittance of the goods and services tax ("GST") and its registration
number is R-100969906.
DATED this day of February,1996
St Lawrence Cement Inc
By: jf�ve W- &40�
Willia . GaUowaT,!�96eral Manager of
Dufferm Aggregates, a division of St. Lawrence
Cement Inc.
`hcur cGU�
FEB 19 '96 15:49 CHERNOS,CONWAY P.3i3
UNDERTAKING
TO: The Corporation of the Municipality of Clarington
AND.TO: Dennis Mefferon, Solicitor
RE: The Corporation of the Municipality of Clarington Sale to St. Lawrence
Cement Inc. Road Allowance between Lots 26 and 27, Concession 10,
Geographic Township of Clarke
In consideration of the completion of the above-referenced transaction, the
undersigned hereby covenants and agrees to pay forthwith after demand the
reasonable out-of-pocket legal fees and expenses incurred by the Municipality in
connection with the preparation, negotiation and completion of the above-referenced
transaction.
h Ul
DATED this day of 6V4L. ' 1996.
ST. LAWRENCE CEMENT INC.
By:
Name:
Title:
Name:
Title: