HomeMy WebLinkAbout19 158 Option to Purchase (Ontario Peninsula Farms Ltd) Amending Agreement By-law THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
,"�cAurr of KING,
BY-LAW
NO. 2019 - 158
BEING A BY-LAW TO AUTHORIZE THE SIGNING OF AN OPTION TO
PURCHASE AMENDING AGREEMENT WITH
ONTARIO PENINSULA FARMS LTD.
WHEREAS Section 8 (1) and 9 of the Municipal Act, 2001, S.O. 2001, c. 25, as
amended, provide that the powers of a municipality under this or any other Act
shall be interpreted broadly so as to confer broad authority on the municipality to
• enable the municipality to govern its affairs as it considers appropriate and to
enhance the municipality's ability to respond to municipal issues and has the
capacity, rights, powers and privileges of a natural person for the purpose of
exercising its authority under this or any other Act;
AND WHEREAS The Corporation of the Municipality of Kincardine deems it
advisable to sign an option to purchase amending agreement with Ontario
Peninsula Farms Ltd.;
NOW THEREFORE the Council of The Corporation of the Municipality of
Kincardine ENACTS as follows:
1. That The Corporation of the Municipality of Kincardine enter into an option
to purchase amending agreement with Ontario Peninsula Farms Ltd., in
accordance with the terms and conditions outlined in the agreement
attached hereto as Schedule 'A' and forming part of this by-law.
2. That the Mayor and Chief Administrative Officer be authorized and directed
to execute, on behalf of the Council of The Corporation of the Municipality
• of Kincardine, the agreement with Ontario Peninsula Farms Ltd., attached
hereto as Schedule `A' as well as any other documentation including any
acknowledgement and direction required and relating to the transaction
and to affix the corporate seal.
3. That this by-law shall come into full force and effect upon its final passage.
4. That this by-law may be cited as the "Option to Purchase (Ontario
Peninsula Farms Ltd.) Amending Agreement By-law".
READ a FIRST and SECOND TIME this 2nd day of December, 2019.
READ a THIRD TIME and FINALLY PASSED this 2nd day of December, 2019.
(24(1, - (alvha..
Mayor Clerk
4111
OPTION TO PURCHASE SEVENTH AMENDING AGREEMENT
THIS OPTION TO PURCHASE SEVENTH AMENDING AGREEMENT made as of
(�c`r lbc r 2 , 2019 (the "Effective Date").
BETWEEN:
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
(the "Optionee")
- and—
ONTARIO PENINSULA FARMS LTD.
(the "Optionor")
WHEREAS pursuant to an option to purchase agreement made as of the 9th day of March, 2017
between Ontario Peninsula Farms Ltd., as optionor, and Bruce Power L.P., by its general
partner Bruce Power Inc. ("Bruce Power"), as optionee, as amended, extended, modified,
supplemented and partially assigned by: (a) an option to purchase amending agreement dated
July 20, 2017; (b) an option to purchase second amending agreement dated August 24, 2017;
(c) an option to purchase amending agreement dated September 1, 2017; (d) an option to
purchase fourth amending agreement dated October 25, 2017; (e) an option to purchase fifth
amending agreement dated November 20, 2017; (f) an option to purchase sixth amending
agreement dated July 17, 2018; and (g) the Partial Assignment Agreement (as defined below);
(collectively, the "Option Agreement")the Optionor, as registered owner of the Property and as
optionor, granted Bruce Power, as optionee, the option to purchase the Property, or any
specified portion or portions thereof selected by Bruce Power, in its sole discretion, all in
accordance with the terms and conditions contained in the Option Agreement;
AND WHEREAS Bruce Power exercised its option under the Option Agreement to purchase a
portion of the Property and is now the registered owner of the lands legally described as Part of
Lot 16 Concession A Kincardine designated as Part 3, 3R-10042 (the "Bruce Power Lands");
AND WHEREAS the Property subject to the Option Agreement no longer includes the Bruce
Power Lands;
AND WHEREAS pursuant to a partial assignment and assumption of option agreement dated
June 4, 2019 (the "Partial Assignment Agreement") between the Optionor, as optionor, Bruce
Power, as optionee under the Option Agreement and partial assignor, and Bruce County
Housing Corporation ("BCHC"), as partial assignee, the parties agreed, inter alia, to partially
assign the Option Agreement as it relates to the Proposed BCHC Property (as defined in the
Partial Assignment Agreement) to BCHC, all in accordance with the terms and conditions
contained in the Partial Assignment Agreement;
AND WHEREAS BCHC exercised its option under the Partial Assignment Agreement to
purchase the Proposed BCHC Property, and is now the registered owner of the lands legally
described as Part of Lots 16 and 17 Concession A Kincardine designated as Parts 1 and 2, 3R-
10266; Part of Lot 17 Concession A Kincardine designated as Part 4, 3R-10266; Municipality of
Kincardine (the "BCHC Lands");
AND WHEREAS the Property subject to the Option Agreement no longer includes the BCHC
Lands;
42244133.2
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AND WHEREAS Bruce Power assigned the Option Agreement to the Optionee pursuant to an
Assignment of Option Agreement dated a.,embea , 2019;
AND WHEREAS the Optionor and the Optionee wish to enter into this Agreement to amend
certain provisions of the Option Agreement in accordance with the provisions of this Agreement.
NOW THEREFORE in consideration of the sum of Two Dollars ($2.00) paid by each of the
parties hereto to the other, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Unless otherwise defined herein, initially capitalized terms used in this Agreement shall
have the same meanings given to them in the Option Agreement.
2. The Optionor and the Optionee agree that the Option Exercise Date is hereby extended
to December 31, 2021.
3. The Optionor and the Optionee agree that Schedule "B" to the Option to Purchase
Agreement dated March 9, 2017 shall be amended by removing "McCarthy Tetrault LLP"
in section 1 and replacing same with "Miller Thomson LLP".
4. The Optionor confirms that the Option Agreement is in full force and effect, has not been
terminated, and has not been amended other than as set out in the recitals above.
5. The Optionee hereby designated the following as its address for any Notice to be
delivered pursuant to the Option Agreement:
Municipality of Kincardine
1475 Concession 5
R.R. #5
Kincardine, ON N2Z 2X6
Attention: Sharon Chambers, Chief Administrative Officer
Facsimile: 519-396-8288
6. This Agreement may be executed in counterparts, each of which shall be deemed to be
an original and all of which, taken together, shall be deemed to constitute one and the
same instrument. Any such executed counterpart may be delivered by facsimile
transmission or by email in PDF format and will be deemed to be an original document.
7. This Agreement shall be governed by and construed in accordance with the laws of the
Province of Ontario and the federal laws of Canada applicable therein.
8. This Agreement shall enure to the benefit of and be binding upon the parties hereto and
their respective successors and assigns.
[Signature page to follow]
42244133/
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the Effective
Date.
The Corporation of the Municipality of
Kincardine
Per:
Name: / VOA L'CA-C4"�
Title: c�
Per:
Ni .e..5,C:.✓4-C.Vl n rS
Title: G '0.
Ontario Pery9a F a Ltd.
Per:
Name: kj,// , ,,,,
Title:
Per:
Name:
Title:
42244133.2