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2008-081 Execution of an Agreement Between the Township of Oro-Medonte and Habitat for Humanity Huronia Inc.THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE BY-LAW NO. 2008-081 A BY-LAW TO AUTHORIZE THE EXECUTION OF AN AGREEMENT BETWEEN THE TOWNSHIP OF ORO-MEDONTE AND HABITAT FOR HUMANITY HURONIA INC. - ORILLIAlLAKE COUNTRY CHAPTER WHEREAS the Municipal Act, 2001,S.O. 2001, c.25, Section 224, as amended, states that it is the role of Council to ensure that administrative practices and procedures are in place to implement the decisions of Council; AND WHEREAS the Municipal Act, 2001,S.©. 2001, c.25, Section 270 (1), as amended, states a municipality shall adopt and maintain policies with respect to the following matters: 1. Its sale and other disposition of land. AND WHEREAS the Counci! of the Township of Oro-Medonte adopted By-Law No. 2007-083 on July 18, 2007, as amended, "Being a By-law to Establish a PolicylProcedure with respect to the Sale and Other Disposition of Land and to Repeal By-law Nos. 2003-125, 2004-078 and 2004-138„ AND WHEREAS the Council of The Corporation of the Township of Oro-Medonte deems it desirable to enter into an agreement with Habitat for Humanity Huronia Inc. - OrillialLake Country Chapter. NOW THEREFORE the Council of the Township of Oro-Medonte hereby enacts as #ollows: THAT the Mayor and Clerk be authorized to execute the Option Agreement attached hereto as Schedule "A" and forming part of this By-Law. 2. THAT this by-law shall take effect on the final passing thereof. BY-LAW READ A FIRST AND SECOND TIME THIS 25T" DAY OF JUNE, 2008. BY-LAW READ A THIRD TIME AND FINALLY PASSED THIS 25T" DAY OF JUNE, 2008. THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE ~~ ., / Mayor, H.S. Hu es L'' f -~`_~' Clerk, J. boughs Irwin Schedule "A" to By-law 2008-08.1 OPTION AGREEMENT THIS AGREEMENT is made the ~ ~ day of ~K~J~ , `~pOg, BETWEEN: HABITAT FOR HUMANITY HURONIA INC. - ORILLIAILAKE COUNTRY CHAPTER, an Ontario corporation, (the "Optionor") - and - THE CORPORATION OF THE TOWNSHIP OF ORO-~4~IEDONTE, a nn~nicipal corporation, (the "Optionee") WHEREAS, the Optionor agreed to grant to the Optionee an option to purchase the Property (as hereinafter defined) on the terms set out herein; NOW THEREFt)RE THIS AGREEi1MENT WITNESSETH THAT, in consideration of the payment of the Option Price by the Optionee to the Optionor and for other valuable consideration {the receipt and sufficiency of which are hereby acknowledged by the Optionor), the Parties hereby agree as follows: ARTICLE 1 -INTERPRETATION 1.01 Definitions Unless the context otherwise requires, the following terms shall have the meaning ascribed thereto; "Closing Date" means the next business day after the 30`h day after the date of the receipt of the Option Notice by the Optionee or such shorter or longer period as may be agreed to in writing by the parties. "Hazardous Materials" means any contaminants, pollutants, substances or materials that, when released to the natural environment, could cause, at some immediate or future time, harm or degradation to the natural environment or risk to human health, whether ar not such contaminants, p~~~llutants, sr~bstances or materials are or shall become prohibited, controlled or regulated by any Government Authority and any "contaminants", `"dangerous substances", "hazardous materials", "hazardous substances", "hazardous wastes", "industrial wastes, "liquid wastes"', "pollutants" and "toxic substances", all as defined in, referred to or contemplated in federal pi°ovincial antUar municipal legislation, re~~~lations, orders andlor ordinances relating to environmental, health and/or safety ~z~atters. -2- "Option" means the option to purchase the Property granted to the Optionee pursuant to Section 2.01 herein. "Option Notice" means the notice exercising the Option in the form attached as Schedule 2. "Option Period" means the period commencing on the date of execution of this Option Agreement and expiring on the date which is January 31, 2010. "Option Price" means the sum of One Dollars ($1.00} paid or to be paid by the Optionee to the Optionor on the execution of this Option Agreement {the receipt and sufficiency of which is hereby acknowledged by the Optionor). "Permitted Encumbrances" means those encumbrances described in Schedule 3. "Property" means the lands described on Schedule 1. "Purchase Price" means the sum of One Dollars ($ L00) (exclusive of Goods and Services Taxes, land transfer tax and other taxes} and subject to adjustment pursuant to Section 2.02 and 2.03 herein, to be paid on the registration of the TransferlDeed of Land conveying the Property to the Optionee on the Closing Date. 1.02 Time Time shall be of the essence of this agreement. 1.03 Binding Effect This agreement sha11 be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns of a party to the extent that they are permitted successors or assigns by terms of this agreement. 1.04 Applicable Law This agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. -3- ARTICLE 2 -OPTION TO PURCHASE 2.01 Grant of Option The Optianor hereby grants to the Optionee the option to purchase the Property in accordance with the terms set out herein for the Option Period. 2.02 Exercise of Option The Optionee may exercise the Option by giving the Option Notice to the Optionor at any time in the event that the following event occurs: {a) the Optionor does not commence constriction of a residence on the Property prior to December 31, 2009. 2.03 Environmental Provision. The Optionor shall deliver the Property on the Closing Date, free and clear of all Hazardous Materials in excess of the Ministry of Environment or other governmental authority gL~idelines, legislation, regulations, orders or ordinances relating to environmental matters (the "Guidelines"). The Optionor and the Optionee agree to cause regular monitoring of the Property during the term of the Option Agreement. In the event, it is determined that remediation is required to be performed in respect of the Property so that the Property meets the Guidelines, the Optionor shall forthwith, following delivery of the Option Notice, perform or cause to be performed all required remediation so as to cause the Property to comply with the Guidelines. In the event, the said remediation can not be performed by the Closing Date, the Closing Date shall automatically be extended to the date that is five (5) business days following the date that the environmental engineer has confirmed that the necessary remediation has been completed. All costs and expenses incurred by the Optionor in remediatiog the Property as aforesaid, including all associated tests and reports, shall be for the account of the Optianor. 2.04 Closing The transaction of purchase and sale arising out of the exercise of the Option shall be completed on the Closing Date. On the Closing Date, the Optionee shall pay to the Optionor the Purchase Price, subject to the usual adjustments far commercial real estate transaetians in the Province of Ontario. The Optionor shall be obligated to convey good and marketable title to the Property on the Closing Date, subject only to the Permitted Encumbrances. -4- ARTICLE 3- NOTICE 3,01 Notice Unless otherwise expressly specified herein, any notice to be given by either party to the other pursuant to this agreement or in relation to the transaction contemplated herein may be validly given if given m writing and delivered or sent by facsimile duly addressed as follows: To the Optionor: 2 Forestwood Lane, RR #1 Hawkestone, ON LOL 1T0 Attention: Mr. Paul Kitchen Facsimile: (705) 326-5202 To the Optionee: 148 Line 75., Box 100 Oro, ON LOL 2X0 Facsimile: {705) 487-0133 Any notice so given shall be deemed to have been received on the date of delivery or transmission, ARTICLE 4 -GENERAL 4.01 Further Assurances Each of the parties hereto shall execute and deliver such further and other documents and assurances as may be desirable to give effect in terms of this agreement. 4.02 Tender Any tender of documents or monies hereunder may be made upon the Optionor or the Optionee or upon the solicitors for either of them and tenders of money maybe made by certified cheque or bank draft on any Canadian chartered bank or mist company. 4,03 Enurement This agreement shall extend to and be binding upon and enure to the benefit of the parties hereto and their respective permitted successors and assigns and shall run with title to the Property. -5- 4.04 Registration The Optionor hereby consents to the registration of a short form of option agreement on title to the Property for the purpose of providing notice of this Option Agreement. HABITAT FOR HUMANITY HURONIA INC. - ORILLIAILAKE COUNTRY CHAPTER Per: - Name: ~" +~ Title: ~~,,,,~.~ ~ __. ~ ; .~ ~ ~~~_ .w - ~ , Per: ~ ! .~ -~.. Name: Title: UWe have authority to bind the corporation. THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE Per: Name: H.S. Hugh s Title: Mayor Per: ~ `~,/ ~ ~~._ , _, . , __.~:.__, -~~ Name: J, ouglas~Irwin Title: Crk UWe have authority to bind the corporation. SCHEDULEI PROPERTY Part of the Road Allawance known as Park Drive, more particularly described as Part 2, Plan S1R-34831, Township of Oro-Medonte, County of Simcoe 2. Lot 345, Plan 626; Town~;hip of Oro-Medonte, County of Simcoe 3. Part of Lot 344, Plan 626, more particularly described as Part 6, Plan S1R-34831, Township of Oro-Medonte, County of Simcoe. SCHEDULE2 OPTION NOTICE TO: Habitat for Humanity Huronia Inc. - OriIlia/Lake Country Chapter The undersigned hereby gives notice of its intention to exercise its option to purchase the Property. The Closing Date for the purchase of the Property pursuant to the terms of the Option Agreement dated shall be (the date which is the next business day after the 30`h day after receipt of this notice) Dated at this day of , 20_. THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE Per: Name: Title: I have authority to bind the Corporation. #~ SCHEDULE3 PERMITTED ENCUMBRANCES 1. Crown Patent -The reservations, limitations, exceptions, provisos and conditions contained in the original patent or grant from the Crown, as the same may be varied by statute. 2. Easements -Any easements or rights of way in favour of any governmental authority, any private or public utility, or any adjoining owner, provided they do not materially adversely impair the use or marketability of the property for the purposes for which they are currently used. 3. Survey -Any errors, defects, amissions or discrepancies in description in the property and any errors, omissions, eneroachrnents, defects, discrepancies or other matters which would be disclosed by an up-to-date survey of the property. 4. Taxes -Any inchoate lien for municipal realty taxes, utilities, assessments, governmental charges or levies accrued but not yet due. S. Land Titles Act -The limitations, qualifications and reservations contained in the Land Titles Act, R.S.O. 1990, as same may apply to the property. f. Statutory Rights -Any rights of expropriation, access or user or any other rights conferred, reserved or vested by, under, or in any statutes of Canada, the Province of Ontario ar as may exist at common law or by prescription; 7. By-laws -All applicable govermnental, mtmieipal and provincial restrictions, orders, laws, by-laws and regulations including, without limitation, land use control, coning and building by-laws and official plans. 3178245.1