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HomeMy WebLinkAbout99-187 MUNICIPALITY OF CLARINGTON BY-LAW NO. 99- 187 being a by-law to authorize the execution of an Agreement to amend the Principles of Understanding between Blue Circle Canada Inc. and the Municipality of Clarington dated November 3, 1997 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON HEREBY ENACTS AS FOLLOWS: 1. THAT the Mayor and Clerk are hereby authorized to execute, on behalf of the Corporation of the Municipality of Clarington and seal with the corporation seal, an Agreement to amend the Principles of Understanding between Blue Circle Canada Inc. and said Corporation; and 2. THAT the Agreement attached hereto as Schedule "A" form part of this By-law. By-law read a first and second time this 13th day of December 1999. By-law read a third time and finally passed this 13th day of December 1999. r MAYOR LC THIS FIRST AMENDING AGREEMENT TO THE PRINCIPLES OF UNDERSTANDING made as of this 13th day of December, 1999. BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON ("Municipality") OF THE FIRST PART -and- BLUE CIRCLE CANADA INC. ('Blue Circle") OF THE SECOND PART PRINCIPLES OF UNDERSTANDING WHEREAS: A. Paragraph 24 of the Principles of Understanding ("Principles") between the Parties dated November 3, 1997 provide for the Principles to terminate and have no force and effect in the event that any of the conditions referred to in paragraph 1 and paragraph 23 or any of the events listed in paragraph 8(b) of the Principles is not satisfied prior to December 31, 1999 ("Unwinding Date"). B. The Parties have agreed to amend paragraph 24 of the Principles to extend the Unwinding Date from December 31, 1999 to February 29, 2000 on the terms set out below. -2- NOW THEREFORE WITNESSETH THAT in consideration of the premises and the covenants hereinafter expressed,and the sum of two($2.00)dollars of lawful money of Canada,now paid by each Party to the others (the receipt whereof by each Party is hereby acknowledged), the Parties hereto covenant and agree to and with each other as follows: 1. Paragraph 24 of the Principles is hereby amended to extend the Unwinding Date provided for therein from December 31, 1999 to February 29,2000 with all other terms and conditions of the Principles to remain the same and time to remain of the essence. 2. This First Amending Agreement to the Principles of Understanding may be executed by the Parties in counterpart. IN WITNESS WHEREOF the Parties hereto have hereunto set their hands and seals the day and year first above written and the Parties hereto have hereunto affixed their corporate seals by the hands of their proper officers duly authorized in that behalf. SIGNED, SEALED AND ) THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON DELIVERED ) . ) in the presence of ) Mayor C 'rk BLUE CIRCLE CANADA INC. Per: Name: Title: Per: Name: Title: r THIS FIRST AMEMING AGItEEMENr TO THE PRINCIPLES -OF UpMEMA19 M made as of this 13th day of Deoember,1999- BETWEEN: THE CORPDR�TION OF TAE MUNICIPALITY OF CLAMGTON ("Mtmicipality") . OF THE FIRST PART sad-. BLUE-CIRCLE CANADA INC. ("BIue Ckcley) : OF THB$COND PART WHEREAS: A. Paragraph 24 of the Principles of Undeist�ading M incipks')between the-Parties datcd November 3,1997 provide for the Principles to terming have no force and effect in the eve h 1 and paragraph 23 or any of the events listed in many ofthe condidons rsfeaed to inpap paragraph S(b)of the Principles is sot satisfiedamor to Dccember 31, 1999("Unwhi DOW). B. The Parties have agreed to am=d P 24 of the Principies to extend the UnwhWW9 Date from Dwember 31, 1999 to Febt=Y 29,2000 on the tMM set out below. i t .2. NOW 'THEREFORE WITNFSSET$ THAT in consideration of the Premises and the 00vaAntshereiWaa aqffessed,aodthe sumoftwo(52.00)dollars oflawful money ofCanada,now paid by each Party to the others(the receipt whereof by each Party is hereby acknowledged),the Parties hereto covenant and agree to and with each other as follows: 1. Paragraph 24 of the Principles is hereby amended to extend the Unwinding Date provided for thegein from December 31,1999 to February 29,2000 with all other terms and conditions of the Pamip1m to remain fm some and fine to remain of the essence. 2. Ws First Amending Agreement to die"nciples of Understanding may be.executed by the Parties in eou&&j ert. IN WnNESS'VVMMF the Parties hereto have hereunto set their brmds.and seals the ,&y and year first above written and the P&fWs bet+eto have hereunto affixed their corporate seals by the hands of their proper officers duly authorized in that behalf 81(;NED,SEALED AND ) THE CORPORATION OF THE 1VIMCIPALITY OF CLAMGTON DILIVERED ) In the pre mce of ) i&Yor � Cledc BLUE CIRCLE CANADA INC. Name: Title: .. , per: S Name: 'Title: THIS FIRST AMENDING AGREEMENT TO THE PRINCIPLES OF UNDERSTANDING made as of this 13th day of December, 1999. BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON ("Municipality") OF THE FIRST PART - and- BLUE CIRCLE CANADA INC. ('Blue Circle") OF THE SECOND PART PRINCIPLES OF UNDERSTANDING WHEREAS: A. Paragraph 24 of the Principles of Understanding ("Principles") between the Parties dated November 3, 1997 provide for the Principles to terminate and have no force and effect in the event that any of the conditions referred to in paragraph 1 and paragraph 23 or any of the events listed in paragraph 8(b) of the Principles is not satisfied prior to December 31, 1999 ("Unwinding Date"). B. The Parties have agreed to amend paragraph 24 of the Principles to extend the Unwinding Date from December 31, 1999 to February 29, 2000 on the terms set out below. -2- NOW THEREFORE WITNESSETH THAT in consideration of the premises and the covenants hereinafter expressed,and the sum of two($2.00)dollars of lawful money of Canada,now paid by each Parry to the others (the receipt whereof by each Party is hereby acknowledged), the Parties hereto covenant and agree to and with each other as follows: 1. Paragraph 24 of the Principles is hereby amended to extend the Unwinding Date provided for therein from December 31, 1999 to February 29,2000 with all other terms and conditions of the Principles to remain the same and time to remain of the essence. 2. This First Amending Agreement to the Principles of Understanding may be executed by the Parties in counterpart. IN WITNESS WHEREOF the Parties hereto have hereunto set their hands and seals the day and year first above written and the Parties hereto have hereunto affixed their corporate seals by the hands of their proper officers duly authorized in that behalf. SIGNED, SEALED AND ) THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON DELIVERED ) in the presence of ) Mayor Cler BLUE CIRCLE CANADA INC. Per: Name: Title: Per: Name: Title: THIS FIRST AMENDING AGREEMENT TO THE PRINCIPLES OF UNDERSTANDING made as of this 13th day of December, 1999. BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON ("Municipality") OF THE FIRST PART - and- BLUE CIRCLE CANADA INC. ('Blue Circle") OF THE SECOND PART PRINCIPLES OF UNDERSTANDING WHEREAS: A. Paragraph 24 of the Principles of Understanding ("Principles") between the Parties dated November 3, 1997 provide for the Principles to terminate and have no force and effect in the event that any of the conditions referred to in paragraph 1 and paragraph 23 or any of the events listed in paragraph 8(b) of the Principles is not satisfied prior to December 31, 1999 ("Unwinding Date"). B. The Parties have agreed to amend paragraph 24 of the Principles to extend the Unwinding Date from December 31, 1999 to February 29, 2000 on the terms set out below. -2- NOW THEREFORE WITNESSETH THAT in consideration of the premises and the covenants hereinafter expressed,and the sum of two($2.00)dollars of lawful money of Canada,now paid by each Party to the others (the receipt whereof by each Party is hereby acknowledged), the Parties hereto covenant and agree to and with each other as follows: 1. Paragraph 24 of the Principles is hereby amended to extend the Unwinding Date provided for therein from December 31, 1999 to February 29,2000 with all other terms and conditions of the Principles to remain the same and time to remain of the essence. 2. This First Amending Agreement to the Principles of Understanding may be executed by the Parties in counterpart. IN WITNESS WHEREOF the Parties hereto have hereunto set their hands and seals the day and year first above written and the Parties hereto have hereunto affixed their corporate seals by the hands of their proper officers duly authorized in that behalf. SIGNED, SEALED AND ) THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON DELIVERED ) in the presence of ) Mayor Cler BLUE CIRCLE CANADA INC. Per: Name: Title: Per: Name: Title: Telephone (416) 360-3326 Facsimile (416) 868-0306 DENNIS C. HEFFERON DEC 30 3 ss pm egg BARRISTER & SOLICITOR Suite 2500 130 Adelaide Street West Toronto, Ontario M5H 2M2 TDX Box 38 29 December 1999 BY COURIER Ms. Patti L. Barrie Clerk Municipality of Clarington 40 Temperance Street Bowmanville, Ontario L1C 3A6 Dear Ms. Barrie: Re: Principles of Understanding between the Municipality of Clarington and Blue Circle Canada Inc. dated November 3, 1997 I enclose herewith two copies of the First Amending Agreement to the Principles of Understanding executed by Blue Circle, for your records. Yours very truly, DCH:bg Dennis C. Hefferon Encl. C. Mr. S. Vokes TwS FIRST PING AGY1ZI To TIM pFMCIPLES OF UNIOMnANI) IVG made as of Isis 13th day of December.1999- BETWEEN: THE CORMRATION OF THE jj&kiAWY OF CLAMGTON ("Mtyr3cipaiit3� -. OF THE FWT PART and BLUE CIRCLE!CANADA INC. CBIUe Circlew) OF THE SECOND PART WHEREAS' A. Fah 24 of the principles of CWnciples'7 between Abe-Padres datod November 3 199 pmW for the Principles to terminate and have no force and effect in the event am ofd conditlonsrofeacdto inp h 1 and paragraph 23 or any of the events listed in tud mph 8(b)of the principles is not satis5ed:prior to December 31,1999('Unwinding Date"). B. The Parties have agreed to amend p 24 of the principles to extend tt Unwindiug Date from Dmb 31,1999 to February 29,2000 on the teams set out below. 2- NOW THEREFORE WITNF•SSETa SAT in consideranon of the pr=ses and the oovenantshadwft wp=sA 80d.&e sum Oft"(52.00)dollars oflawl'ul money of Canada,now paid by each Party to the others(the receipt whereof by each Patty is hereby acknowledged),the Parties hereto covenant and agm to and with each other as follows: I. ParagtWh 24 of the Priz�iples y amended to extend the Unwinding Date provided for d=cin from December 31,1999 to Febntary 29,2000 with aU other terms and conditions of the Pemdp]cs to remain tha same acrid tim9 to remain of the essence. 2. This First Amending AgmemeW to the tinciples of Understanding may he executed by the Parties in cotmterpatt. IN WITNESS'WMWOF the Parties hereto have hereunto set their bands-and seats the &y and Y'*9 above arlttcn and ft patties hereto have hereunto affxod,their omporaze seals by ft hands of their proper officers duty authored in that behalf SIGNED,SEALED AND ) THE CORPORATION OF THE MMICIPALITY OF CLARI NGTON DELIVERED ) In the present a of ) Mayor ) - j perk BLUE CIRCLE CANADA INC. Pen.. Name: Title: • ) Pet% 'T Name: itle: FE,9 171+00 15 : 18 FR ROBINS APPLEBY TAUB TO 125#919056230830 P . 01i02 DENNIS C. HEFFERON Barrister&Solicitor Suite 2500 t 70 Adelaide ttANADA t 't10FE�� �'tt 3:5„q;03 M5H 2M23P5 Facsimile Transmission Control Page Transmitted from our Facsimile Telephone No: (416) 868-0306 TO: Mrs. Patti Barrie Clerk Municipality of Clarington Bowmanville FAX No.: 1-905-623-0830 FROM: Dennis C. Hefferon Date: February 17, 2000 G�✓ !` . Pages: 2 a. < (inducting Oft control Page) o✓ File: 7125 MESSAGE: Re: Blue Circle and Principles of Understanding - Second Amending Agreement• " . A This transmission is solicitor-client privileged and contains confidential information intended only for she person(s)named above. Any other distribution, copying or disclosure is strictly prohibited. If you have received this telecopy in error,please notify us immediately by telephone(collect if necessary)so that we may arrange the return of the original transmission, If you do not receive all pages, please contact our Receptionist at 868-1080 FEB 171.00 15: 19 FR ROBINS APPLEBY TAUB TO 125#919050230830 P . 02i02 Telephone (416) 360-3328 Facsimile (416) 868-0306 DENNIS C. MEFFERC�N BARRISTER & SOLICITOR Suite 2500 130 Adelaide Street west Tomnto, Ontario M5H 2M2 TOX Sox 38 17 February 2000 BY COURIER Mr. R.W. Rosew an Weir & Foulds Barristers and Solicitors Exchange Tower, Suite 1600 "� 2 First Canadian Place co JL Toronto, ON M5X 1J5 Dear Mr. Rosenman: Re: Principles of Understanding between the Municipality of Clarington and Blue Circle Canada Inc. dated November 3, 1997, as Amended 1 enclose herewith, two copies of the Second Amending Agreement to the Principles of Understanding for execution by your client in counterpart. Please forward one executed copy to me. 1 will send you a counterpart copy executed by the Mayor and Clerk following the meeting of Council on February 21, 2000. Yours very truly, DCH:bg Dennis C. Hefferon Encl. C. Mr. F. Wu Mr. S. Vokes Mrs, P. Barrie Mrs. M. Marano ** TOTAL PAGE . 002 ** DEC 30 1999 09:28 FR ROBINS APPLEBY TAUB 416 868 0306 TO 630#0007125#9190 P.01iO4 DENNIS C. HEFFERON BanISW&So«citOr JIN 06 PH '00 Suite 2500 130 Adelaide Sheet West TORONTO,CANADA M5H 2M23P5 Facsimile Transmission Control Page Transmitted from our Facsimile Telephone No: (416) 868-0306 TO: Mrs. Path Barrier " Clerk Municipality of Ciarington LEEK Bowmanville ACK, BY ORIGINAL . FAX No.: 1-905.623-9282 FROM Dennis C. Hefferon � Date: December 30, 1999 f. i Pages: _ ondudinp this conm papa) r. File: 7125 ���� h — i ��`1c •� _I MESSAGE: Re: Principles of Understanding between the Municipality and Blue Circle: Executed First Amending Agreement. Tfais transmhWon is,%dicitor--Wnt prMleged and contains oazridOMW infonnaHon intended only for the persons)named above. Any other distribution,copying or disdosum is stri&prbhlbited. if you have received this teleoopy in error,please no*as immediately by telephone(collect if mwswy)80 that",may arrange the natum of the original bwarnisalon. If you do not receive all pages, please contact our Receptionist at 868-1080 DEC 30 1999 09:29 FR ROBINS APPLEBY TAUB 416 868 0306 TO 630##000'7125##9190 P.02iO4 Telephofe (416) 360-3326 Facsimile (416) 868-0306 DENNIS C. HEFFERON BARRISTER & SOLICITOR Suite 2500 130 Adelaide street west Toronto, Ontario M5H 2M2 TDX Box 38 29 December 1999 BY COURIER Mr. R.W. Rosenman Weir & Foulds Barristers and Solicitors e Tower,, Suite 1600 COVI 2 First Canadian Place Toronto, ON M5X 1 J5 Dear W. Rosenman: Re: Principles of Understanding between the Municipality of Claringtou and Blue Circle Canada Inc. dated November 3, 1997 I enclose herewith one copy of the First Amending Agreement to the Principles of Understanding executed by the Municipality of Clarington. I have asked the Clerk to forward a second copy to you. Yours very truly, DCH:bg Dennis C. HefFeron Encl. C. Mrs. Patti Barrie Mr. S. Vokes DEC 30 1999 09:29 FR ROBINS APPLEBY TAUB 416 868 0306 TO 630#0007125#9190 P.03/04 THIS FIRST AMENDING AGREEMENT TO THE PRINCIPLES OF UNDERSTANDING made as of this 13th day of December, 1999. BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON ("Municipality") OF THE FIRST PART -and- BLUE CIRCLE CANADA INC. ('Blue Circle") OF THE SECOND PART PRINCIPLES OF IMERSIAMNG W AREAS: A. Paragraph 24 of the Principles of Understanding("Principles")between the Parties dated November 3, 1997 provide for the Principles to terminate and have no force and effect in the event that any of the conditions referred to in paragraph 1 and paragraph 23 or any of the events listed in paragraph$(b)of the Principles is not satisfied prior to December 31, 1999("Unwinding Date'). B. The Parties have agreed to amend paragraph 24 of the Principles to extend the Unwinding Date from December 31, 1999 to February 29,2000 on the terms set out below, DEC 30 1999 09:29 FR ROBINS APPLEBY TAUB 416 868 0306 TO 630#0004125#9190 P.04iO4 -2- NOW THEREFORE WITNESSETH THAT in consideration of the premises and the covenants hereinafter expressed,and the sum of two($2.00)dollars of lawful money of Canada,now paid by each Party to the others(the receipt whereof by each Party is hereby acknowledged),the Parties hereto covenant and agree to and with each other as follows: .1. Paragraph 24 of the Principles is hereby amended to extend the Unwinding Bate provided for therein from December 31, 1999 to February 29,2000 with all other terms and conditions of the Principles to remain the same and time to remain of the essence. 2. This First Amending Agreement to the Principles of Understanding may be executed by the Parties in counterpart. IN WITNESS WHEREOF the Parties hereto have hereunto set their hands and seals the day and year first above written and the Parties hereto have hereunto affixed their corporate seals by the hands of their proper officers duly authorized in that behalf. SIGNED,SEALED AND ) THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON DELIVERED ) in the presence of ) Mayor Cl } BLUE CIRCLE CANADA INC. Per: Name: Title: Per: Name: Title: ** TOTAL PAGE.04 ** 100HAR06 Ad 1:34:32 Telephone (416) 360-3326 Facsimile (416) 868-0306 DENNIS C. HEFFERON BARRISTER & SOLICITOR Suite 2500 130 Adelaide Street West Toronto, Ontario M5H 2M2 TDX Box 38 3 March 2000 BY COURIER ; Ms. Patti L. Barrie Clerk { >F' 5 �.� Municipality of Clarington N 40 Temperance Street ` w M Bowmanville, Ontario L1C 3A6 Dear Ms. Barrie: Re: Extension of Principles of Understanding between the Municipality of Clarington and Blue Circle Canada Inc. : Second Amending Agreement dated February 21, 2000 I enclose herewith the fully executed copy of the Second Amending Agreement to the Principles of Understanding executed in counterpart by Blue Circle Canada Inc. for your records. Yours very truly, r DCH:bg Dennis C. Hefferon Enclosure C. Mr. Stephen Vokes Weir & Foulds Exchange Tower Barristers and Solicitors Suite 1600 P.O. Box 480 130 King Street West J.P.Hamilton M.S.Archibald,Q.C. J.D.McKellar,C.M.,Q.C. A S.Wakim,Q.C. Toronto,Ontario Canada M5X 1J5 M.J.McQuaid,Q.C. N.W.C.Ross B.Finlay,Q.C. F.R.von Veh,Q.C. G.H.Rust-D'Eyye R.W.Rosenman L.J.O'Connor W.A.D.Millar Tel (416)365-1110 R.R.Wozenilek L.C.E.Tanaka P.M.Perell K.Prehogan Fax (416)365-1876 I.J.Lord R.B.Warren J.G.Cowan J.S.Prypasniak C.J.Tzekas B.N.McLellan J.D.Campbell G.M.Caplan Internet http://www.weirfoulds.com R.Anand J.M.Buhlman J.G.Richards L.A.Borsook D.R.Rogers L.M.Duffy D.S.Tarshis R.H.Kroman D.P.Ferguson A.K.Clute J.Rosolak A.G.Formosa M.J.Dougherty J.B.A.Wilkinson J.O'Sullivan J.L.Pandell R.Wayne Rosenman D.R.Wingfield G.W.Ackerley D.S.Brown B.H.Engell G.M.Freedman W.T.Egan S.G.Foran B.H.Kussner S.A.Metcalfe C.McAfee Wallace S.Rukavina T.M.McDonald E-mail rosenman @weirfoulds.com F.E.Walwyn K.E.D.Snell M.K.Stephenson M.M.Cook Direct Line(416)947-5032 M.J.Statham R.J.Ouellette K.A.Boniface R.M.Filson M.E.Petrie M.D.Sharma K.A.Mullin P.K. Winchie S.C.Wynn March 3, 2000 Delivered Mr. Dennis C. Hefferon Barrister and Solicitor 2500 - 130 Adelaide Street West Toronto, ON M5H 2M2 t y Dear Dennis: Re: Extension of Principles of Understanding, Blue Circle and the Municipality of Clarington I am pleased to enclose a fully executed copy of the Second Amending Agreement to the Principles of Understanding executed in counterpart by Blue Circle Canada Inc. Would you please arrange to deliver this to the Municipality. I acknowledge receipt from the Municipality of an executed copy from them. Yours truly, Weir & Foulds 6 '` '�� R. Wayne Rosenman R WR/md Encl. CC. Mr. Wilson Little(w/encl.)(via facsimile) :0DMA\PCD0CS\W&F\391327\t a THIS SECOND AMENDING AGREEMENT TO THE PRINCIPLES OF UNDERSTANDING made as of this 21 st day of February, 2000. BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON ("Municipality") OF THE FIRST PART - and- BLUE CIRCLE CANADA INC. ('Blue Circle") OF THE SECOND PART PRINCIPLES OF UNDERSTANDING WHEREAS: A. Paragraph 24 of the Principles of Understanding ("Principles") between the Parties dated November 3, 1997 provide for the Principles to terminate and have no force and effect in the event that any of the conditions referred to in paragraph 1 and paragraph 23 or any of the events listed in paragraph 8(b) of the Principles is not satisfied prior to December 31, 1999 ("Unwinding Date"). B. By the First Amending Agreement to the Principles of Understanding dated December 13, 1999 the Parties amended paragraph 24 of the Principles to extend the Unwinding Date from December 31, 1999 to February 29, 2000 on the terms set out therein. -2- C. The Parties have agreed to amend paragraph 24 of the Principles to extend the Unwinding Date from February 29, 2000 to April 30,2000 on the terms set out below. NOW THEREFORE WITNESSETH THAT in consideration of the premises and the covenants hereinafter expressed,and the sum of two($2.00)dollars of lawful money of Canada,now paid by each Parry to the others (the receipt whereof by each Parry is hereby acknowledged), the Parties hereto covenant and agree to and with each other as follows: 1. Paragraph 24 of the Principles is hereby amended to extend the Unwinding Date provided for therein from February 29,2000 to April 30, 2000 with all other terms and conditions of the Principles to remain the same and time to remain of the essence. 2. This Second Amending Agreement to the Principles of Understanding may be executed by the Parties in counterpart. IN WITNESS WHEREOF the Parties hereto have hereunto set their hands and seals the day and year first above written and the Parties hereto have hereunto affixed their corporate seals by the hands of their proper officers duly authorized in that behalf. f -3- SIGNED, SEALED AND ) THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON DELIVERED ) in the presence of ) Mayor Clerk BLUE CIRCLE CANADA INC. Per: Y , ""l G c a Name: Title: Per- �-bw e9A L Ca it NS c L N e: Title: Q:\IEFFF,RON\CLARING\COVE.RD\BLUECIR.AM2