November 16, 2016 Page 1 of 21 MUNICIPALITY OF MIDDLESEX CENTRE BY-LAW NUMBER 2016-123 BEING A BY-LAW TO AUTHORIZE THE EXECUTION OF AN AGREEMENT BETWEEN THE MUNICIPALITY OF MIDDLESEX CENTRE AND BELLA LAGO DEVELOPMENTS INC. WHEREAS The Municipal Act, 2001, S.O. 2001, c. 25 as amended authorizes a municipal council to enter into agreements; AND WHEREAS the Municipality and the Developer (formerly 2452342 Ontario Limited now Bella Lago Development Inc.) have entered into a Vacant Land Condominium Agreement on May 29, 2015 with respect to the development of a vacant land condominium on the lands described therein, pursuant to draft plan approve for a vacant land condominium obtained from The Corporation of the County of Middlesex; AND WHEREAS the Municipality of Middlesex Centre and Bella Lago Developments Inc. have agreed that the Vacant Land Condominium Agreement be amended; THEREFORE the Council of the Municipality of Middlesex Centre enacts as follows: 1. THAT the Amending Agreement attached hereto be approved and ratified. 2. THAT the Mayor and Clerk be authorized to execute the attached Amending Agreement on behalf of the Municipality of Middlesex Centre. READ A FIRST, SECOND AND THIRD TIME, AND FINALLY PASSED this 16 th day of November, 2016. Mayor Clerk
November 16, 2016 Page 2 of 21 THIS AGREEMENT AMENDING VACANT LAND CONDOMINIUM AGREEMENT made this 16 th day of November, 2016. B E T W E E N: WHEREAS: BELLA LAGO DEVELOPMENTS INC., a corporation incorporated under the laws of the Province of Ontario having its registered office in the City of London and the County of Middlesex (hereinafter referred to as the Developer ) - and - MUNICIPALITY OF MIDDLESEX CENTRE (hereinafter referred to as the Municipality ) OF THE FIRST PART OF THE SECOND PART (a) (b) (c) (d) 2452342 Ontario Limited and Municipality have entered into a Vacant Land Condominium Agreement made the 29 th day of May, 2015 (hereinafter referred to as the Vacant Land Condominium Agreement ) with respect to the development of a vacant land condominium on the lands described therein, (hereinafter referred to as the Land ) pursuant to draft plan approval for a vacant land condominium obtained from The Corporation of the County of Middlesex (hereinafter referred to as the County ) under the County s File No. 39T-MC- CDM1301; Notice of the Vacant Land Condominium Agreement was registered on title to the Land in the Land Titles Office for Middlesex (No. 33) (hereinafter referred to as the Land Office ) on August 28 th, 2015 as Instrument No. ER1001598; 2452342 Ontario Limited (Ontario Corporation Number 2452342) and Bella Lago Developments Inc. (Ontario Corporation Number 1904912) amalgamated on January 31, 2016 and continue as the Developer (Ontario Corporation Number 1945696) The Municipality and the Developer have agreed that the Vacant Land Condominium Agreement be amended to reflect changes to, (i) (ii) (iii) the construction and installation of the Municipal Infrastructure Works described in Schedule C attached to the Vacant Land Condominium Agreement, the provision and maintenance of the facilities and works referred to as the On-Site Facilities described in Schedule E attached to the Vacant Land Condominium Agreement, and the works referred to as the Site Development Works described in Schedule D attached to the Vacant Land Condominium Agreement; and (e) The Municipality and the Developer have agreed that the Vacant Land Condominium Agreement be amended to reflect the elimination of the Water Service Easement in Schedule H to the Vacant Land Condominium Agreement and references thereto in various places in the Vacant Land Condominium Agreement; NOW THEREFORE THIS AMENDING AGREEMENT WITNESSETH that, in consideration of the payment of ten ($10.00) dollars from the Developer to the Municipality, and the mutual covenants and agreements of the Municipality and the Developer and other good and
November 16, 2016 Page 3 of 21-2 - valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the Developer hereby covenants and agrees with the Municipality as follows: PHOTO REDUCED SCHEDULE ATTACHMENTS 1. This Amending Agreement describes in detail a number of plans and drawings which form part of this Agreement. Photographic reductions of copies of the plans and drawings are reproduced in Schedules to this Amending Agreement to facilitate registration of this Amending Agreement on title to the Land. Full-scale originals of such plans and drawings are maintained by the Municipality and are available from the Municipality for viewing upon request during the Municipality s normal business hours. In the event that the Land Registrar (hereinafter referred to as the Land Registrar ) for the Land Office requires the removal of some or all of such photographic reductions of plans and drawings in order for this Amending Agreement to be registered, the parties agree that any such photographic reduced copies required to be removed by the Land Registrar may be removed from the registered copy of this Amending Agreement. DEVELOPER S TITLE 2. The Developer represents and warrants to the Municipality that, at the date of this Amending Agreement and at the date of the registration of this Amending Agreement upon title, the Developer will be the owner in fee simple of the Land free of all liens and encumbrances, save and except for those items described on Schedule J attached to the Vacant Land Condominium Agreement. REGISTRATION OF AGREEMENT 3. The Developer consents to and will register this Amending Agreement against the title to the Land in the Land Office within twenty-one (21) days after this Agreement has been executed and delivered by the Municipality to the intent and purpose that this Amending Agreement and all of the Developer s covenants herein shall run with the Land. OTHERS WITH TITLE INTERESTS 4. The Developer represents and warrants to the Municipality that, at the date of this Amending Agreement and at the time of the registration of this Amending Agreement upon the title to the Land, all persons having any interest in the Land as owner, mortgagee, tenant, easement holder or other encumbrancer are as described in Schedule J attached to the Vacant Land Condominium Agreement. POSTPONEMENT BY ENCUMBRANCERS 5. The Developer represents and warrants to the Municipality that at the date of this Amending Agreement and at the time of the registration of this Amending Agreement upon the title to the Land, that all persons having any interest in the Land as owner, mortgagee, tenant, easement holder or other encumbrancer described in Part 2 of Schedule J attached to the Vacant Land Condominium Agreement have executed authorizations postponing their respective interests in the Land and that the Developer s Solicitor is authorized to register such Notice(s) of Postponement on title to the Land immediately following registration of this Amending Agreement on title. LEGAL OPINIONS REQUIRED 6. Not later than thirty (30) days after this Agreement has been executed and delivered by the Municipality, the Developer shall cause to be delivered to the Municipality an opinion by a solicitor authorized to practice in Ontario, substantially in the form of Schedule K attached to the Vacant Land Condominium Agreement. 6.1 At the date of signing of this Amending Agreement and at the date of the registration of this Amending Agreement upon title, the Developer is the owner in fee simple of the Land free of all liens and encumbrances, save and except for any interest in the Land of an owner, mortgagee, tenant, easement holder or other encumbrancer as described in Parts 1 and 2 of Schedule J to the Vacant Land Condominium Agreement;
November 16, 2016 Page 4 of 21-3 - 6.2 This Amending Agreement has been registered against the Land in a first priority position, save and except for any interest in the Land described in Part 1 of Schedule J attached to the Vacant Land Condominium Agreement, and the Vacant Land Condominium Agreement and that Notice of Postponement of Interest for each of those interests described in Part 2 of Schedule J have been registered postponing such interest to provide priority in favour of the Municipality for this Agreement; The said opinion(s) shall be addressed to the Municipality in consideration of a fee of $10.00 payable to the Solicitor rendering the same. VACANT LAND CONDOMINIUM PLAN OF SURVEY 7. The Survey Plan of Vacant Land Condominium attached as Schedule B to the Vacant Land Condominium Agreement is deleted and substituted therefor shall be the replacement Vacant Land Condominium Plan of Survey which is attached as Schedule 1 to this Amending Agreement. MUNICIPAL INFRASTRUCTURE WORKS 8. The Municipal Infrastructure Works described in Schedule C to the Vacant Land Condominium Agreement shall be amended as follows: 8.1 by deleting subparagraph 1.1 of Schedule C to the Vacant Land Condominium Agreement and inserting the following: 1.1 Title of Plan or Drawing: Site Servicing Part 1 For Whom Prepared: Bella Lago Developments Inc. Author of Plan or Drawing; Anthony H. Gubbels Sealed by: Anthony H. Gubbels Author s Project No.: 1614-00024 Drawing or Sheet Number: 1 of 8 Date of Plan or Drawing: April 15, 2015 Date of Last Revision: April 15, 2016 Legal Description; Part Lot 4, Concession 1 geographic Lobo Municipal Address: Glendon Drive, Komoka Planning File No.: 39T-M-CDM1301 8.2 by deleting subparagraph 1.2 of Schedule C of the Vacant Land Condominium Agreement and inserting the following: 1.2 Title of Plan or Drawing: Site Servicing Part 2 For Whom Prepared: Bella Lago Developments Inc. Author of Plan or Drawing; Anthony H. Gubbels Sealed by: Anthony H. Gubbels Author s Project No.: 1614-00024 Drawing or Sheet Number: 2 of 8 Date of Plan or Drawing: July 23, 2015 Date of Last Revision: July 23, 2015 Legal Description; Part Lot 4, Concession 1 geographic Lobo Municipal Address: Glendon Drive, Komoka Planning File No.: 39T-M-CDM1301
November 16, 2016 Page 5 of 21-4 - 8.3 by deleting subparagraph 1.3 of Schedule C of the Vacant Land Condominium Agreement and inserting the following: 1.3 Title of Plan or Drawing: Glendon Drive Part 1 For Whom Prepared: Bella Lago Developments Inc. Author of Plan or Drawing; Anthony H. Gubbels Sealed by: Anthony H. Gubbels Author s Project No.: 1614-00024 Drawing or Sheet Number: 3 of 8 Date of Plan or Drawing: April 15, 2015 Date of Last Revision: April 15, 2016 Legal Description; Part Lot 4, Concession 1 geographic Lobo Municipal Address: Glendon Drive, Komoka Planning File No.: 39T-M-CDM1301 8.4 by deleting subparagraph 1.5 of Schedule C of the Vacant Land Condominium Agreement and inserting the following: 1.5 Title of Plan or Drawing: Lot Grading and Sediment and Erosion Control Plan Part 1 For Whom Prepared: Bella Lago Developments Inc. Author of Plan or Drawing; Anthony H. Gubbels Sealed by: Anthony H. Gubbels Author s Project No.: 1614-00024 Drawing or Sheet Number: 5 of 8 Date of Plan or Drawing: April 15, 2015 Date of Last Revision: April, 2016 Legal Description; Part Lot 4, Concession 1 geographic Lobo Municipal Address: Glendon Drive, Komoka Planning File No.: 39T-M-CDM1301 8.5 by deleting subparagraph 1.6 of Schedule C of the Vacant Land Condominium Agreement and inserting the following: 1.6 Title of Plan or Drawing: Lot Grading and Sediment and Erosion Control Plan Part 2 For Whom Prepared: Bella Lago Developments Inc. Author of Plan or Drawing; Anthony H. Gubbels Sealed by: Anthony H. Gubbels Author s Project No.: 1614-00024 Drawing or Sheet Number: 6 of 8 Date of Plan or Drawing: October 5, 2015 Date of Last Revision: October, 2016 Legal Description; Part Lot 4, Concession 1 geographic Lobo Municipal Address: Glendon Drive, Komoka Planning File No.: 39T-M-CDM1301 8.6 by adding subparagraph 1.12 to Schedule C of the Vacant Land Condominium Agreement by inserting the following after subparagraph 1.11:
November 16, 2016 Page 6 of 21-5 - 1.12 Title of Plan or Drawing: Surface Features Plan, Part 1 For Whom Prepared: Bella Lago Developments Inc. Author of Plan or Drawing; Anthony H. Gubbels Sealed by: Anthony H. Gubbels Author s Project No.: 1614-00024 Drawing or Sheet Number: 1 of 3 Date of Plan or Drawing: October 2014 Date of Last Revision: September 14, 2016 Legal Description; Part Lot 4, Concession 1 geographic Lobo Municipal Address: Glendon Drive, Komoka Planning File No.: 39T-M-CDM1301 8.7 by adding subparagraph 1.13 to Schedule C of the Vacant Land Condominium Agreement by inserting the following subparagraph after subparagraph 1.12: 1.13 Title of Plan or Drawing: Surface Features Plan, Part 2 For Whom Prepared: Bella Lago Developments Inc. Author of Plan or Drawing; Anthony H. Gubbels Sealed by: Anthony H. Gubbels Author s Project No.: 1614-00024 Drawing or Sheet Number: 2 of 3 Date of Plan or Drawing: October 2014 Date of Last Revision: September 14, 2016 Legal Description; Part Lot 4, Concession 1 geographic Lobo Municipal Address: Glendon Drive, Komoka Planning File No.: 39T-M-CDM1301 8.8 by adding subparagraph 1.14 to Schedule C of the Vacant Land Condominium Agreement by inserting the following subparagraph after subparagraph 1.13: 1.14 Title of Plan or Drawing: Surface Features Plan, Part 3 For Whom Prepared: Bella Lago Developments Inc. Author of Plan or Drawing; Anthony H. Gubbels Sealed by: Anthony H. Gubbels Author s Project No.: 1614-00024 Drawing or Sheet Number: 3 of 3 Date of Plan or Drawing: October 2014 Date of Last Revision: September 14, 2016 Legal Description; Part Lot 4, Concession 1 geographic Lobo Municipal Address: Glendon Drive, Komoka Planning File No.: 39T-M-CDM1301 SITE DEVELOPMENT WORKS 9. The Site Development Works described in Schedule D to the Vacant Land Condominium Agreement shall be amended by adding the following as paragraph 19 of Schedule D of the Vacant Land Condominium Agreement: INFILTRATION PIPES AND GALLERIES 12. The Developer shall construct and install the storm water infiltration pipes shown on the Servicing Plans and specifically required by the Municipal Engineer and, when doing so, shall install infiltration galleries at intervals along the infiltration pipe in approximately the locations of the square boxes ( ) shown on Sheet 1 of 8 described in clause 1.1 of Schedule C and Sheet 2 of 8 described in clause 1.2 of Schedule C; the infiltration galleries shall be in accordance with the detail shown on Sheet 5 of 8 described in clause 1.5 of Schedule C.
November 16, 2016 Page 7 of 21-6 - ON-SITE FACILITIES 10. The On-Site Facilities described in Schedule E to the Vacant Land Condominium Agreement shall be amended by adding the following as clause 3.3 of Schedule E of the Vacant Land Condominium Agreement: SERVICING PLANS 3.3 the storm water infiltration pipes shown on the Servicing Plans, including infiltration galleries, as detailed on Sheet 5 of 8 described in clause 1.5 of Schedule C, shall be provided and maintained generally as proposed on the Servicing Plans at intervals along the infiltration pipe in approximately the locations of the square boxes ( ) shown on Sheet 1 of 8 described in clause 1.1 of Schedule C and Sheet 2 of 8 described in clause 1.2 of Schedule C and in accordance with current guidelines and standard prescribed by the Municipality. 11. Schedule F of the Vacant Land Condominium Agreement, entitled Municipal Infrastructure Works and Site Development Works General Grading Plan, General Servicing Plan and Servicing, Construction and Landscape Plans, is amended by deleting the following: Site Servicing Part 1, being Sheet 1 of 8, Site Servicing Part 2, being Sheet 2 of 8, Glendon Drive Part 1, being Sheet 3 of 8, Lot Grading and Sediment and Erosion Control Plan Part 1, being Sheet 5 of 8, and Lot Grading and Sediment and Erosion Control Plan Part 2, being Sheet 6 of 8; and Schedule F to the Vacant Land Condominium Agreement shall be further amended by replacing those sheets with their respective replacements contained in Schedule 2 attached to this Amending Agreement. 12. Schedule F to the Vacant Land Condominium Agreement shall be further amended by adding to it the following: Surface Features Plan, Part 1, being sheet 1 of 3 Surface Features Plan, Part 2, being sheet 2 of 3 Surface Features Plan, Part 3, being sheet 3 of 3 contained in Schedule 2 attached to this Amending Agreement. SCHEDULES 1, 2 AND 3 TO AMENDING AGREEMENT 13. Schedule 1, Schedule 2 and Schedule 3 to this Amending Agreement constitute part of this Amending Agreement. ELIMINATE SCHEDULE H TO VACANT LAND CONDOMINIUM AGREEMENT 14. The Vacant Land Condominium Agreement is further amended by deleting Schedule H, being a form of Water Service Easement document and, as well the following related amendments are hereby made to the Vacant Land Condominium Agreement: 14.1 Clause 37.3 of the Vacant Land Condominium Agreement is hereby deleted.
November 16, 2016 Page 8 of 21-7 - 14.2 In paragraph 38 of the Vacant Land Condominium Agreement reference to Schedule H is hereby deleted; and paragraph 38 shall be read mutatis mutandis without such reference. 14.3 In clause 60.4 of the Vacant Land Condominium Agreement reference to water service is hereby deleted; and clause 60.4 shall be read mutatis mutandis without such reference. 14.4 Schedule H Water Works Agreement is hereby deleted from the List of Schedules on page 31 of the Vacant Land Condominium Agreement. VACANT LAND CONDOMINIUM AGREEMENT AS AMENDED CONFIRMED 15. The Vacant Land Condominium Agreement, as amended by this Amending Agreement, is confirmed and reaffirmed by the Parties. ESTOPPEL 16. The Developer shall not call into question, directly or indirectly, in any proceedings whatsoever, in law or in equity, or before any administrative tribunal, the right of the Municipality to enter into this Amending Agreement or to enforce each and every covenant and condition herein contained and this Amending Agreement shall be pleaded as an estoppel against the Developer in such proceeding. BY-LAWS BINDING 17. Notwithstanding any provisions of this Amending Agreement, the Developer and all persons taking title to the Land from it shall be subject to all of the by-laws of the Municipality. TIME OF ESSENCE 18. Time shall be of the essence hereof in all respects but the Municipality may by notice to the Developer waive any default of the Developer on such terms and conditions as the Municipality may determine, provided that the right of the Municipality to require strict performance by the Developer of any and all obligations imposed on the Developer hereunder shall not be affected in any way by any previous waiver, forbearance or course of dealing. ASSIGNMENT 19. The Developer shall not assign this Amending Agreement without the prior written consent of the Municipality which consent is not to be unreasonably withheld by the Municipality provided that any such assignee executes an agreement assuming the obligations of the Developer under this Amending Agreement in a form satisfactory to the Municipality's Solicitor. SEVERABILITY 20. If any provision of this Amending Agreement shall be found or declared by a Court of competent jurisdiction to be invalid, unenforceable or ultra vires the Municipality; then, such provision shall conclusively be deemed to be severable and the remainder of this Amending Agreement, mutatis mutandis, shall be and remain in full force and effect. NUMBER AND GENDER 21. In this Amending Agreement, unless the contrary intention appears, words importing only the singular number or masculine gender shall include more persons, parties or things of the same kind than one and the feminine and neuter gender; and if there are more Developers than one, the covenants of such Developers shall be joint and several. INTERPRETATION 22. The captions, titles and headings in this Amending Agreement are inserted for convenience of reference only and do not define, limit or enlarge the scope, meaning or
November 16, 2016 Page 9 of 21-8 - BINDING intent of any provisions. In the event there is any conflict between the terms and conditions contained in this Amending Agreement and the terms and conditions of the Vacant Land Condominium Agreement then the terms and conditions of this Amending Agreement shall govern. Any capitalized terms used in this Agreement shall have the same meaning as in the Vacant Land Condominium Agreement unless otherwise defined herein. 23. The covenants, agreements, conditions and undertaking herein contained on the part of the Developer shall run with the Land, and shall be binding upon the Developer and upon its successors and assigns, as owners and occupiers of the Land. From and after registration of a Condominium Plan on all or any part of the Land, under the Condominium Act, 1998, as may be amended or substituted from time to time, for the purposes of this agreement, successors and assigns, as owners and occupiers of the Land shall mean unit owners, as successor owners and occupiers of the Land by virtue of their ownership of unit(s), together with their appurtenant undivided interest as tenants in common of the common elements shown on the Condominium Plan and the Condominium Corporation created by the registration of the Condominium Plan, which corporation has responsibility for management of the property and the assets of the condominium corporation on behalf of unit owners, including the common elements. This Amending Agreement shall enure to the benefit of the Municipality and its successors and assigns. IN WITNESS WHEREOF the parties have hereunto affixed their respective corporate seals attested to by the hands of their respective proper officers duly authorized in that behalf. 2452342 ONTARIO LIMITED Per: Name: Joe Carapella Title: President I have the authority to bind the company MUNICIPALITY OF MIDDLESEX CENTRE Approved and authorized by By-law No. 2016- enacted the 16 th day of November, 2016. Per: Per: Name: Al Edmondson Title: Mayor Name: Stephanie Troyer-Boyd Title: Clerk We have the authority to bind the corporation.
November 16, 2016 Page 10 of 21-9 - SCHEDULE 1 to THIS AGREEMENT AMENDING VACANT LAND CONDOMINIUM AGREEMENT made the 16 th day of November, 2016. B E T W E E N: 2452342 ONTARIO LIMITED - and - MUNICIPALITY OF MIDDLESEX CENTRE OF THE FIRST PART OF THE SECOND PART REPLACEMENT VACANT LAND CONDOMINIUM PLAN OF SURVEY See next page for the replacement vacant land condominium plan of survey
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November 16, 2016 Page 12 of 21-11 - SCHEDULE 2 to THIS AGREEMENT AMENDING VACANT LAND CONDOMINIUM AGREEMENT made the 16 th day of November, 2016. B E T W E E N: 2452342 ONTARIO LIMITED - and - MUNICIPALITY OF MIDDLESEX CENTRE REPLACEMENT PLANS OF THE FIRST PART OF THE SECOND PART See next page for the first of the replacement plans
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November 16, 2016 Page 18 of 21-17 - SCHEDULE 3 to THIS AGREEMENT AMENDING VACANT LAND CONDOMINIUM AGREEMENT made the 16 th day of November, 2016. B E T W E E N: 2452342 ONTARIO LIMITED - and - MUNICIPALITY OF MIDDLESEX CENTRE ADDITIONAL PLANS OF THE FIRST PART OF THE SECOND PART See next page for the first of the additional plans
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