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2008-084 Road Improvement Agreement Between The Corporation of the Township of Oro-Medonte and Gargano Development Corp.THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE BY-LAW NO. 2048-484 Being a By-Law to Authorize the Execution of a Road Improvement Agreement Between The Corporation of the Township of Oro-Medonte and Gargano Development Corp. WHEREAS authority to enter into Site Plan Control Agreements is provided for in Section 41 of The Planning Act, R.S.Q., 1990, c. P. 13, as amended; AND WHEREAS By-Law No. 2008-069, a By-Law to Designate Parts of the Township as Site Plan Control Areas, was passed by Cauncil for the Township of Ora-Medonte, pursuant to the provisions of The Planning Act, R.S.Q., 1990, e. P. 13, as amended; AND WHEREAS Cauncil deems it advisable to enter into a Road Improvement Agreement with Gargano Development Carp. to construct dine 9 North, from County Road #22 southerly to Station 0+920; NOW THEREFORE the Corporation of the Township of ©ro-Medonte hereby enacts as follows: THAT the Township enter into the Road Agreement attached hereto, as Schedule "A"; 2. THAT the Mayor and Clerk are hereby authorized to execute the Road Agreement on behalf of the Corporation of the Township of Oro-Medonte; 3. THAT the attached Schedule "A" shall farm part of this By-Law; 4. THAT this By-Law shall come into force and take effect upon being enacted by Council. BY-LAW READ A FIRST AND SECOND TIME THIS 25th DAY OF JUNE, 240$. BY-LAW READ A THIRD TIME AND FINA~L.Y PASSED THIS 25~" DAY OF JUNE, 2008. THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE Mayor, N.S. Hughes {'. ~'",, CI k, J. Douglas Irwin Pursu~~t to ieatian~„ 41, The Pi.~nriing ~~t R.~.0. 1~9t~ `u' chedule "A~ to By-Law NC?. ~QC}8-fl84 ROAD IMPRC)VEMENT AGF;EEMENT 1`HiS A~REE~t1ENT rriade this ~ ~ dap of ~~~,~,;,~ , ~t~08. B E T W E E N~ GARGANC} DEVELOPMENT CORP. hereinafter called the "t~wner" OF THE FIRST PART - and - THE CC}RPORATtC}N {;~~ THE T~}WNSHIP OF URO-MEDONTE hereinafter ca€€ed the °`Municipality" OF TH[= SECC}N€~ FART WHEREAS the Owner proposes to t#evelop a subdivision located at Part of I_ot 2 and ~, Goncession ~, being Part 1 tin 81 R-3~0f 6, being all of P€N #58532-0083 (L.t}, Tawnship of c~rra-Medonte, County of Simcoe. AND WHEREAS as a condition of the Municipality granting its approve[ to the subdivision, the N[unlcipa€ity requires the C~wrter to enter into this Agreement to ~ravide far road improvements at the Owner's expense in the immediate vicinity of the subdivision, as per Schedule "A". NOW THEREFORE THIS AGREI`MENT WITNESSE~'H that in consideration of the premiss and for other good and valuable consideration and the sum of Twy Dal/ars ($2.t7t11 of lawful money of Canada now paid by the Municipality to the C?wner (ths receipt whereof is hereby acknowledged), THIS OWNER AND THE M1JN[ClPALITY HEREBY CC?VENANT AN[~ ACREE WITH CANE ANOTHER AS FOLL{JW~: #. SCCtPE OF AGREEMENT ~l .1 Conformity with, Agreement -the Owner covenants and agrees that a€€ work performed pursuant to th€s Agreement shall be in conformity with the specifications accepted by the Municipality. 1.2 Reliance Doan Representations -the C]wner acknowledges thatr a) He has made representations to the Municipality that he will complete all municipal and other works, required herein, in accordance with the Municipality's stan~iarr~s. b) The Municipality has entered into this Agreement in reliance upon these representations. 1,3 Schedules Attached -the following Schedules are attached to this Agreement; Schedule "A" -Works to be Constructed Schedule "B"-Itemized Estimate of Cost of Construction Schedule "C" -Standard Township t.etter of Credit 2. CONDITIONS PRIOR TO EXECUTION OF AGREEMENT BY THE MUNICIPALITY 2.1 Prior to the execution of this Agreement by the Municipality, the Owner shall: a) Cash De,~asits and Security -have paid to the Municipality, all cash deposits and security required by Schedule "B" attached. b) Insurance Certificate -have filed with the Municipality, an insurance certificate confirming those coverage's specifically set out hereafter. 3. ROAD IMPROVEMENTS - ON MUNICIPAL PROPERTY 3.1 The Qwner will construct and install, at its expense, the hereinafter-required road improvements. Such improvements shall be constructed in accordance with the standards and specifications required by the Municipality to the satisfaction of the Township Engineer. These improvements may be summarized as follows: a) See Schedule "A" -Line 9 North from the intersection of County Road #22 to Station 0+920. b} Dust Suppression -controlling dust by using an approved dust suppressant on the road under construction. 4. EMERGENCY SITUATION 4.1 If, as a result of any work undertaken by the Owner or its servants or agents, there is, in the opinion of the Township Engineer, an emergency situation which requires immediate attention to avoid damage to private or public property ar services awned by the Municipality, such work may be done immediately by the Municipality at the expense of the t~wner, but native shall be given to the Owner at the earliest passible time. 5. INSURANCE CERTIFICATE AND POLICY 5.1 Poliev of Insurance -the Qwner shall lodge with the Municipality on or prior to the start of construction, an insurance certificate with an insurance company satisfactory to the Municipality (the approval of which shall not be unreasonably withheld or delayed), and insuring for the joint benefit of the Qwner and the Municipality, against any liability that may arise out of the construction or installation of any work to be performed pursuant to this Agreement. 5.2 Comprehensive General Liability -such policy shall carry limits of (iability in the amount to be specified by the Municipality, but in no event shall it be less than $5,000,000.00 inclusive comprehensive general liability and such policy shall contain: a) across-liability clause; b) product/completed operation coverage; c} shall include the following names as insured: i) THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE 5.3 Certificate of Coverage -any certificate of coverage filed with the Municipality shall specifically contain confirmation that the coverage includes (a), (b) and (c) above. 5.4 The Owner agrees that there will be no blasting for construction of improvements, unless prior written approval of the Municipality is obtained and insurance satisfactory to the Municipality is in place. 5.5 Confirmation of Premium Payment -the Owner shall, from time to time as required by the Municipality, provide confirmation that all premiums an such policy or policies of insurance have been paid, and that the insurance is in full force and effect, and ensure that a copy of the policy is filed with the Municipality. 5.6 Claim in Excess of Polic Limits -the issuance of such policy of insurance shall not be construed as relieving the Owner from responsibility for other ar larger claims, if any, or for which it may be held responsible. 5.7 Notice of Cancellation -the insurance company shall agree to notify the Municipality within fifteen {15) days of any cancellation ar expiry of said insurance policy. 6. SCHEDULE OF WORKS 6.1 The Owner shall file with the Township of Oro-Medonte a written schedule of the Work and a timetable for the construction of the Work. The schedule of the Work shall include design and construction supervision of the construction of the Work. 6.2 The Owner shall retain the services of the Owner's Consulting Engineer until the construction of the Wark is complete. The Owner's Consulting Engineer shall certify completion of the Work to the Township Engineer in accordance with the requirements set out in this Agreement. Without limiting the generality of the foregoing, the Owner's Consulting Engineer shall design, inspect and certify the completion of the Work. 7. EXPENSES TO BE PAID BY THE OWNER 7.1 Every provision of this Agreement by which the Owner is obligated in any way, shall be deemed to include the wards "at the expense of the Owner", unless the context otherwise requires. 7.2 The Owner shall pay such reasonable fees as may be invoiced to the Municipality by its solicitor and its Municipal Engineer, in connection with all work to be performed, as a result of the provisions of this Agreement. 7.3 All expenses for which demand for payment has been made by the Municipality, shall bear interest at the rate of 12%, per annum, commencing thirty {30) days after demand is made. 7.4 In the event that the Municipality finds it is necessary to engage the services of an Engineer or technical personnel not permanently employed by the Municipality, to review the plans of the Owner andlor carry out an-site inspections of the work performed, the Municipality will advise the Owner accordingly of this need, and the costs of such outside Engineers so engaged shall be the responsibility of the Owner. The Municipality may require a deposit for this purpose. 8. FINANCIAL REQUIREMENTS 8.1 The Owner shall lodge with the Municipality, those cash deposits and security more particularly described in Schedule "B". 8.2 The Owner agrees to pay to the Township, the cast of the Township's lawyer, Planner and Township's Engineer for all casts involved with this Agreement. In this regard, the Owner agrees to pay to the Township, the sum of TEN THOUSAND DOLLARS ($10,444.04} upon entering into this Agreement. As accounts are received from the Township Planner, lawyer and Engineer, they will be paid by the Township and then submitted to the Developer for reimbursement within thirty (30) days, so that the initial deposit will again be built up to enable the Township to pay the next accounts as they are received. In the event that the deposit is drawn down to a level of FIVE THOUSAND DOLLARS ($5,440.40), or less, and the Owner does not pay the accounts within thirty (30) days, it is herby understand and agreed that the Owner would be in default of this Agreement and the Township may, without notice, invoke default provisions as set out in this Agreement. 8.3 Construction Lien Sub-Search -shall be done to determine that na construction liens have been filed with respect to the Municipality. 8.4 Acceptance of Improvements -the acceptance of the Road Improvements shall be in the reasonable discretion of the Township Engineer. 9. APPLICATIONS OF LETTER OF CREDIT AND SECURITY 9.1 Any Letter of Credit ar Security filed with the Municipality is based upon the estimated cost of completing the various matters prescribed in Schedule "B" of this Agreement. However, all Letters of Credit and Security received by the Municipality may be used as security for any item or any other matter, which under the terms of this Agreement is the responsibility of the Owner. 9.2 Release Securities - prior to releasing any securities, the Owner's Consulting Engineer shall certify, in writing, that the Work has been completed in accordance with the approved drawings identified in Schedule "A" and shall submit "As-built" drawings to the Township Engineer for review. The Township shall inspect the Wark to confirm that the Work has been completed in accordance with the approved drawings. Upon completion to the satisfaction of the Township Engineer, the Township shall issue a Certificate of Substantial Completion and Acceptance. The Owner may then apply for the release of 90% of the securities deposited under this Agreement. The parties further agree that after the expiration of two year's fallowing the issuance the Certificate of Substantial Completion and Acceptance, the Owner may apply for the release of the balance of the securities and cash deposits deposited under this Agreement. 14. REALIZATION OF SECURITY OR DEPOSITS 10.1 Default - if, in the event of default of the Owner under any of the provisions of this Agreement, it becomes necessary for the Municipality to realize on its security or deposits, then the Municipality (its servants, agents or sub-contractors) shall, if the Municipality so elects, have the right and privilege at all times to enter upon the lands for the purpose of repairing ar completing or paying far any work or services required to be completed by the Owner under this Agreement. 10.2 Exceeding Cast Estimates - if the costs of completing such work or improvements exceed the amount of security held by the Municipality, such excess shall be paid by the Owner to the Municipality, thirty {30) days after invoicing by the Municipality. All overdue accounts shall bear interest at the rate of twelve (12%) percent per annum. 4 10.3 Save Harmless -the Owner, on behalf of itself, its successors and assigns, agrees to indemnify and save harmless the Municipality from and against any and all claims, suits, actions and demands whatsoever which may arise either directly or indirectly by reason of any work or service performed by the Municipality, its servants or sub-contractors in order to complete the work or services required to be completed under this Agreement, provided the subject matter of such action, suits, claims or demands was not caused intentionally or through gross negligence on the part of the Municipality, its servants or agents or sub-contractors. 10.4 The Construction Lien Act - if the Municipality becomes obligated to make any payments, or pay any costs, under the provisions of the Construction lien Act, this will constitute a default and entitle the Municipality to realize upon its security. 10.5 The Municipal Act - in addition to all other remedies set out under this section, Sections 349, 442 and 446 of the Municipal Act, and any Township by-law passed pursuant to the Municipal Act, or the Planning Act, will apply should the Owner fail to provide and/or properly maintain, to the satisfaction of the Township, the Works and other matters referred to in this Agreement. 11. REALIZATION ON LETTER OF CREDIT 11.1 In the event that the Municipality cashes a Letter of Credit, any surplus monies remaining after the completion of the work by the Municipality will be returned to the issuing Bank for transmission to that party that took out the original Letter of Credit with the Bank. 12. ESTOPPEL OF OWNER 12.1 The Owner agrees to not call into question, directly or indirectly, in any proceeding whatsoever, in law or in equity, ar before any administrative tribunal, the right of the Municipality to enter into this Agreement and to enforce each and every term, covenant and condition herein contained, and this Agreement may be pleaded as an estoppel against the Owner in any such proceedings. 13, TIME OF THE ESSENCE 13.1 The parties hereto agree that time shall be of the essence in the Agreement. 14. INTERPRETATION 14.1 Provided, and it is hereby agreed, that in construing these presents, the word "Owner" and the personal pronoun "he" or "his" relating thereto and used therewith, shall be read and construed as "Owners" and "his", "hers", "its", or "their", respectively as the number and gender of the party or parties referred to in each case require, and the number of the verb agreeing therewith shall be so construed as agreeing with the said ward or pronoun so substituted. 14.2 And that all covenants, rights, advantages, privileges, immunities, powers and things hereby secured to the Municipality shall be equally secured to and exercisable by its successors and assigns as the case may be. 14.3 And that all covenants, liabilities and obligations entered into and imposed hereunder upon the Owner, shall be equally binding upon his, her, its or their 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. THIS AGREEMENT shall enure to the benefit of and be binding upon each of the parties hereto and their respective heirs, executors, administrators, successors and assigns. IN WITNESS WHEREOF the parties hereto have executed this Agreement on the following dates: By the Owner on the ~ ~ day of ,~"U ~ ~. , 2aas. ,- GARGANO DEVELQPMEN~~ORP. ~~~` . Per: _ Carlo Ba ss~a---~ ~.~.0. Preside ,~ Per: David Bunstan A.S.O: Treasurer Has the authority to bind the corporation By The Corporation of the Township of Oro-Medonte on the „ day of ~ rya; , 2Q08. THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE Per: ___ H.S. Hughes, Mayor ,- - , s .~...~._. ~,...~ Per: .~_, ~_ J. Dglas Irwin, Clerk h SCHEDULE "A" THIS IS SCHEDULE "A" TO THE ROAD IMPROVEMENT AGREEMENT BETWEEN GARGANO DEVELOPMENT CORP. AND THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE WORKS TO THE CONSTRUCTED Construction of Line 9 North, from County Rd. #22 to Station 0+920 LIST OF DRAWINGS C.G. TATHAM & ASSOCIATES LTD. (JOB NO. 143459) PLAN AND PROFILE DRAWINGS Station -0+051.05 to 0+0220 PP-1 Station 0+220 to 0+480 PP-2 Station 0+480 to 0+720 PP-3 Station 0+720 to 0+920 PP-4 Details and Notes D-1 SCHEDULE "B" THIS IS SCHEDULE "B" TO THE ROAD IMPROVEMENT AGREEMENT BETWEEN GARGANO DEVELOPMENT CORP. AND THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE ITEMIZED ESTIMATE OF COST OF CONSTRUCTION OF EACH PART OF THE WORKS The following list summarizes the cost estimate of the major works, but is not necessarily inclusive: A} Roadway construction complete, including clearing, granular road base, concrete curb, base and surface course asphalt ....................................................$246,115.44 B} Storm Drainage works complete, including culverts, topsoil, seed and mulch, ditching and siltation and erosion control devices ................................................... $ 59,554.44 SUB-TOTAL ................................................................. $305,665.00 Allowance for Engineering and Supervision ................................................................. $ 45,849.75 5% G.S.T ..................................................................... $ 17,575.74 TOTAL COST ............................................................... $369,090.49 ~ Trade Finance Centre ' as August coos Place and date of issue Lieu et date d'~mission 5627348 2106C Bit-0309 Letter of Credit Reference No. SBGT743093 Beneficiary: The Corporation of the Township of Oro-Medonte 148 Line 7 South, Box 100 Oro, Ontario LOL 2X0 Applicant: Gargano Development Corp. 8600 Dufferirt Street Vaughan, Ontario L4K 5P5 Amount: CAD 369.,090.49 Three Hundred and Sixty Nine Thousand and Ninety Canadian Dollars Forty Nine Date of Expiry: 07 August 2009 We hereby authorize you to draw on Canadian Imperial Bank of Commerce, Trade Finance Cen#re, Toronto, Ontario for the account of Gargano Development Corp. up town aggregate amount of CAD369,090:49 (Three Hundred and Sixty Nine Thousand and Ninety Canadian Dollars Forty Nine) available on demand. Pursuant to the request of our said. customer, Gargano Development Carp., we, Canadian Imperial Bank of Commerce, hereby establishes and give to you this irrevocable letter of credit in your favour in the above amount which may be drawn on by you at any time and from time to time upon. written demand for payment made upon us by you, which demand we_shall honour without enquiring whether you have the right as_between yourself and our said customer to make such demand, and without recognizing any claim of our said customer, or objection by them to payment by us. Demand shall be byway of a letter signed by an authorized signing officer of the Corporation of the Township of Oro-Medonte, attached to which shall be the original letter of credit and presentation shall be made to Canadian Imperial Bank of Commerce at Trade Finance Centre, The Atrium on Bay, 595 Bay Street, 7th Floor, Toronto, Ontario M5G 2M8. This letter of credit, we understand, relates to schedule B of the Road Improvement Agreement between Gargano Development Corp. and the Corporation of the Township of Oro-Medonte. The amount of this letter of credit may be reduced from time to time as advised by notice in writing given to us by an authorized signing officer of the Corporation of the Township of Oro-Medonte. This letter of credit will continue in farce until August 7, 2009 and will expire on that date at our counters at Trade Finance Centre, The Atrium on Bay, 595 Bay Street, 7th Floor, Toronto, Ontario M5G 2M8, but shall be subject to the condition hereinafter set forth. It is a condition of this letter of credit that it shall be deemed to be automatically extended, without amendment, for one year periods from the present or any future expiration date hereof, unless at least thirty (30) days prior to the present or any future expiration date, we notify you in writing by registered mail or courier that we elect not to consider this letter of credit to be renewable for any additional period. Partial drawings are permitted. Drawings under this letter of credit are to state that they are drawn under Canadian Imperial Bank of Commerce, Trade Finance Centre, Toronto, Ontario, letter of credit mentioning its number and date. We hereby agree that drawings under this letter of credit will be duly honoured upon presentation provided that all terms and conditions of the letter of credit have been complied with. Page 1 of 2 The CIBC logo is a registered trademark of Banque CIBC. Le logo CIBC est une marque de commerce de la Banque CIBC. • Trade Finance Centre 08 August 2008 Place and date of issue Lieu et date d`emission 5627348 27060 BIB-0309 This Page forms an integral part of our Letter of Credit No, SBGT743093. This letter of .credit may be cancelled prior to the expiry date upon our-receipt at the above-noted address of the original letter ofcredit and your signed letter addressed to us requesting cancellation of the letter of credit. Such cancellation shall be effective on the date we receive the documents noted herein. .This standby letter of credit is subject to the Urjiform Customs artd Practice for Documentary Credits of the international Chamber-of Commerce, current a# the time of issuance of this standby letter of credit. for Canadian Imperial Bank of Commerce - enter Signature Authorized Signature `~~At~1~A STEVE~IC ``~ S88~Q Page 2 of 2 fhe CIBC Togo is a registered trademark of Banque CIBC. le logo GBC est une marque de commerce de !a Banque CIBC. LRO # 51 Notice Under S.71 Of The Land Titles Act The applicant(s) hereby applies to the Land Registrar. Receipted as SC674456 on 2008 08 20 at 16:49 yyyy mm dd Page 1 of 12 Properties P/N 58532 - 0089 LT Qescription PCL 2-1 SEC 51-ORO-9; LT 3 CON 9 ORO BEING THEE 1/2 & W 1/2; LT 2 CON 9 ORO BEING THEE 1/2 & W 1l2; PT 1, 51821804, EXCEPT PT 1, 51828741; SAVING AND RESERVING FROM THEE 112 LT2 CON 9, ALL MINES AND MINERALS, WHETHER SOLID, LIQUID OR GASEOUS, WHICH MAY BE FOUND TO EXIST WITHIN, UPON OR UNDER SUCH LANDS T/W FULL POWER TO WORK THE SAME AND FOR THIS PURPOSE TO ENTER UPON, USE AND OCCUPY THE SAID LANDS OR SO MUCH THEREOF AND TO SUCH EXTENT AS MAY BE NECESSARY FOR THE EFFECTUAL WORKING AND EXTRACTING OF THE SAID MINERALS, AS DESCRIBED IN 08017078; ORO-MEDONTE Address ORO-MEDONTE Consideration Consideration $ 2.00 Applicant(s) The notice is based on or affects a valid and existing estate, right, interest or equity in land Name THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE Address for Service Bax 100, Oro, ON LOL 2X0 This document is not authorized under Power of Attorney by this party. This document is being authorized by a municipal corporation Harry S. Hughes, Mayor and J.Dauglas Irwin, Cierk. Party To(s) Capacity Share Name GARGRNO DEVELOPMENT CORP. Address for Service Oro-Medonte I, Carlo Baldassarra, Pres. and David Bunston, Treas., have the authority to bind the corporation This document is not authorized under Power of Attorney by this party. Statements This notice is for an indeterminate period Schedule: See Schedules Signed Sy Shirley Joy Partridge Tel 705-790-2677 Fax 7054870257 168 Lakeshore Rd. W. RR#1 acting for Signed 2008 08 19 Oro Station Applicants} lOL 2E0 Submitted By SHIRLEY PARTRIDGE REGISTRY SERVICES INC 168 Lakeshore Rd. W. RR#1 2008 08 20 Oro Station LOL 2E0 Tel 705-790-2677 Fax 7054870257 FeeslTaxes/Payment Statutory Registration Fee $60.00 Total Paid $60.00 LRO # 51 Notice Under S.71 Of The Land Titles Act The applicant(s) hereby applies to fhe Land Registrar. Receipted as SC674456 an 2408 08 2Q at 16:49 yyyy mm dd Page 2 of 12 File Number Applicant Client File Number : 1.7gg