Loading...
3421 To authorize an Agreement with the County of Oxford for the Transfer of LandTHE CORPORATION OF THE TOWN OF TILLSONBURG BY-LAW NUMBER 3421 A BY-LAW to authorize an Agreement with the County of Oxford for the Transfer of Land. WHEREAS The Town of Tillsonburg is desirous of entering into an Agreement with the County of Oxford for the Transfer of Land; THEREFORE the Council of the Town of Tillsonburg enacts as follows: 1. THAT Schedule ``A" attached hereto forms part of this by-law; 2. THAT the Mayor and Clerk be hereby authorized to execute the attached agreement marked as Schedule "A" on behalf of the Corporation of the Town of Tillsonburg. READ A FIRST AND SECOND TIME THIS 26th DAY OF April, 2010. READ A THIRD AND FINAL TIME AND PASSED THIS 26th DAY OF April, 20100 MAYOR -Stephen Molnar CLERK -Michael Graves BETWEEN: AN,t) PROPERTY TRANSFER AGREEMENT THE COUNTY OF OXFORD hereinafter called the "County"] OF THE FIRST PART THE CORPORATION OF THE TOWN OF TILLSONBURG hereinafter called the "Town"] OF THE SECOND PART WHEREAS the Subject Lands, located at Part I of Lots I and 2 of Concession 5, more particularly described as Parts 1, 2, 3, 4, 13 & 15 on Reference Plan 41R-8326,, in the Town of Tillsonburg, were used for a landfill site; AND WHEREAS the Town had ownership of the Subject Lands until January 1, 1975; AND WHEREAS the County received ownership rights over the Subject Lands on January 1, 1975 based on the vesting provisions of the County of Oxford Act, 1974; AND WHEREAS the ownership rights that vested with the County includes access to Highway No. 3 at the north end of the Subject Lands; AND WHEREAS the northern portion of the Subject Lands was not used for receiving depositing and/or disposing of waste,; AND WHEREAS the Town desires to develop the northern portion of the Subject Lands; AND WHEREAS there is no clear evidence to support a precise apportioning of ownership as between the County and ]-own-, AND WHEREAS the 1 -own and the County desire the determination of the apportionment and ownership of the SubJect Lands; 1-111DEN "M 2-1 NOW THEREFORE WITNESSETH that for good and valuable consideration, the receipt and sufficiency of which are hereby irrevocably acknowledged, the Parties agree as follows: t. Recitals I'he recitals to this Agreement are true and correct. 2. Definitions 2.1. Where used in this Agreement, the following words, phrases and expressions shall have the following meanings respectively: a) "Subject 1 --.ands" mean Part I of Lots I and 2 of Concession 5, more particularly described as Parts L 21> 3, 4!) 13 & 15 on Reference Plan 41R-8326, in the Town of Tillsonburg. b) -Town"s Lands" mean 22.122.12 hectares (54.65 acres) of lands located north of the blue line on the survey of the subject lands attached to this agreement as Schedule A. c) -Countys Lands" mean 3 9.5 9 hectares (61.71 acres) of lands located south of the blue line on the survey of the subject lands attached to this agreement as Schedule AA, A -Closing Date" means August 15, 2010. 2. Transfer of Ownership 2.1. Subject to the conditions set out below, the Town agrees to transfer ownership of the County's Lands to the County on the Closing Date. 2.2. Subject to the conditions set out below, the County agrees to rescind all ownership rights that vested with the County by operation of section 130 (1) of the County of Oxford Act, 1974 from the Town's Lands on the Closing Date. 2.3. The 'Town and the County agree to register the Town's Lands and the County's Lands as two separate lots in the land registry system using section 69 (1) of the Land Titles Act, R.S.O. 1990, C-- l_,.5, 3. Easement Conditions 3.1. Easement far the C'ounty 3.1.1. The Town agrees to grant and transfer to the County an easement over the Town's Lands for the purpose of providing the County with access to the County's Lands from Highway No. 3 in order to allow the County to meet its obligations in maintaining the post -closure care of the former Tillsonburg landfill site. 3.1.2. The easement referred to in section 3.1 .1 of this agreement will be located on the western boundary of the Town's Lands at the location shown on the survey of the Subject Lands that is attached to this agreement as Schedule A. 3.1.3. The County agrees to only use the easement for the purposes set out in this agreement. 3.1.4. The County agrees to be responsible at its own cost for the County's use of the easement including the cost of compliance with any applicable laws. 3.1.5. The parties agree that the easement as shown on Schedule A shall be maintained in a condition that is suitable for vehicular access from Highway No. 3, across the Town's Lands, to the boundary of the County's Lands 3.1.6. The Town agrees that the easement will be registered on title to the Town's Lands. 3.2. Easement for the Town 3.2.1. The County agrees to grant and transfer to the Town an easement over the County's Lands for the purpose of providing the Town with a storm water outlet into Otter Creek. 3.2.2. The easement referred to in section 3.2.1 of this agreement will extend from the Town's storm water management area to Otter Creek as shown on the survey of the Subject Lands that is attached to this agreement as Schedule A. 3.2.3. The T own agrees to only use the easement for the purposes set out in this agreement. 3.2.4. The Town agrees to be responsible at its own cost for the Town's use of the easement including the cost of compliance with any applicable laws. 3.2.5. The County agrees that the easement will be registered on title to the County's Lands 3.3. Town's Option, for Future Easement 3.3.1. The Town may request an additional easement from the County for the purpose of extending the Town's trail system and the granting and transferring of this easement will not be unreasonably withheld by the County. 3.3.2. The easement referred to in section 3.3.1 will be located along a portion of the lands south of Otter Creek. The exact location will be determined by a written agreement at the time the easement is sought. 3.3.3. All other conditions relating to the easement referred to in section 3.3.1 will be determined at the time the easement is sought. 3.3.4. Should the Town and the County be unable to come to an agreement for the granting of the easement referred to in section 3.3.1, the matter will be settled by arbitration under the Arbitrations Act, 1991, S.O. 1991, c. 17 as amended from time to time or its successor legislation. 4. Other Conditions 4.1. All costs relating to this transaction that is not the Phase Two Environmental Site Assessment commissioned by the Town in 2006 will be shared equally between the Town and the County, including but not limited to survey costs, land transfer taxes, registration fees, and legal costs. 4.2. The Town shall be solely responsible for the cost of the Phase Two Environmental Site Assessment commissioned by the Town in 2006. 4.3. The County shall maintain sole responsibility for the maintenance and monitoring of the former landfill located on the County's Lands and shall retain environmental liability in respect of same. 4.4. The Town shall be solely responsible for any environmental liability on the Town's Lands, and for any and all investigations, studies, reports, approvals and other procedural or process requirements, and all associated costs, relating to the development of the Town's Lands including, without limit, any and all approvals from the Ontario Ministry of the Environment. 5. Representations and Warranties 5.1. Representations and Warranties of the County 5.1.1. The County is a municipal corporation duly established and organized under the laws of the Province of Ontario. 5.1.2. The County has all necessary capacity, power and authority to enter into this agreement and to carry out the provisions of this agreement. 5.1-3. This agreement has been duly authorized by a by-law enacted by the Council of the County. 5.1.4. Neither the execution and delivery of this agreement nor the fulfillment of or compliance with. the terms and conditions hereof: a) Conflicts with or will conflict with or result in a breach of any of the terms, conditions or provisions of or constitute a default under the constituting documentation of the County. b) Conflicts in a material respect with or will conflict in a material respect with, or result in a material breach of any of the terms, conditions or provisions of or constitute a material default under any material agreement, license or other instrument to which the County is a party or by which it is bound. 5.1.5. To its knowledge after due inquiry, there are no actions, suits or proceedings pending or threatened against the County which could reasonably be anticipated to materially adversely affect its ability to perform its obligations under this agreement. 5.1.6. The County is registered for the purposes of GST and the Authority shall be liable for, shall self -assess and remit to the appropriate governmental authority all GST payable in connection with the transfer of property made pursuant to this agreement and shall indemnify and save harmless the Town from and against such GST together with any penalties and interest thereon or other costs and expenses suffered by the Town which may arise as a result of any failure by the County to compIN, with this provision. 5.2. Representations and Warranties of the Town 5.2.1. The shown is a municipal corporation duly established and organized under the laws of the Province of Ontario. 5.2.2. The Town has all necessary capacity, power and authority to enter into this Agreement and to carry out the provisions of this agreement. 5.2.3. This agreement has been duly authorized by a by-law enacted by the Council of the Town. 5.2.4. Neither the execution and delivery of this agreement nor the fulfillment of or compliance with the terms and conditions hereof: a) Conflicts with or will conflict with or result in a breach of any of the terms, conditions or provisions of or constitute a default under the constituting documentation of the Town. b) Conflicts in a material respect with or will conflict in a material respect with., or result in a material breach of any of the terms, conditions or provisions of or constitute a material default under any material agreement, license or other instrument to which the Town is a party or by which it is bound. 5.2.5. To its knowledge after due inquiry, there are no actions, suits or proceedings pending or threatened against the Town which could reasonably be anticipated to materially adversely affect its ability to perform its obligations under this agreemen-1. 5.2.6. The Town is registered for the purposes of GST and the Authority shall be liable for, shall self -assess and remit to the appropriate governmental authority all GST payable in connection with the transfer of property made pursuant to this agreement and shall indemnify and save harmless the County from and against such GST together with any penalties and interest thereon or other costs and expenses suffered by the County which may arise as a result of any failure by the Town to comply with this provision. 6. General 6.1. The Town and the County agree that there is no condition, express or implied, representation or warranty of any kind that the future intended use of the property by the Town is or wi 11 be lawfully permitted except as may specifically be stipulated elsewhere in this agreement. 6.2. Schedule A attached hereto forms part of this agreement. 6.3. This agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions,, whether oral or written, of the parties and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as specifically set forth herein. 6.4. The headings inserted into this agreement are inserted for convenience only and shall not be used as a means of interpreting this agreement. 6.5. Wherever the singular or masculine is used it shall be construed as if the plural or feminine or the neuter, as the case may be, had been used, where the context or the party or parties hereto so require. Where such construction is necessary, the rest of the sentence shall be construed as if the grammatical or terminological changes thereby rendered necessary had been made. 6.6. The invalidity or unenforceability of any provision of their agreement shall not affect the validity or enforceability of any provision hereof and any such invalid or unenforceable provision. shall be deemed to be severable. 6.7. All of the terms and provisions in this agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective transferees, successors and assigns. 6.8. Am, amendment to this agreement may only be done by an agreement in writing signed bN, all of the parties. 6.9. This agreement is made pursuant to and shall be governed by and consulted in accordance with the laws of the Province of Ontario and shall be treated in all respects as an Ontario contract. DATED this 2 3 rd daN, of DATED this June 1 2010 OXFORD Per: I ( Name: Paul J. Title: Warden THE COUNTY OF Holbrough Per: Name: Brenda 12.Tabor Title: Clerk We have authority to bind the County. daN., of 2010 CORPORATIONH E TOWN OF TILLSONBURGIZ"' Per: Per: Name: Title: We have authority to bind the Corporation.