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3312 To authorize the sale of land to the County of Oxford.BY-LAW NUMBER 3312 OF THE CORPORATION OF THE TOWN OF TILLSONB UR G A BY-LAW to authorize the sale of land to the County of Oxford. WHEREAS pursuant to Section 8 of the Municipal Act,2001, S.O. 2001, C.25, a municipality 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 Town of Tillsonburg has agreed to sell certain lands, being Part of Lot 412, Plan 500 more particularly described as Part 1, on 41 R-4278 and Part of lot 13, Plan 500, more particularly described as Part 2 on 41 R-4278, as described in the Agreement of Purchase and Sale attached as Schedule "A" to this by-law; AND WHEREAS the Council of the Corporation of the Town of Tillsonburg has determined that the said lands are surplus to the needs of the Corporation and should be sold; NOW THEREFORE the Council of the Town of Tillsonburg enacts as follows: 1. THAT the Council of the Town of Tillsonburg does hereby authorize the conveyance of lands described as Part of Lot 412, Plan 500 more particularly described as Part 1, on 41 R-4278 and Part of lot 131 Plan 500, more particularly described as Part 2 on 41 R- 4278, as described in the Agreement of Purchase and Sale attached as Schedule "A" to this by-law; 2. THAT the Mayor and Clerk be hereby authorized and instructed to perforin all acts and take such steps and execute such documents under the seal of the Corporation as may be necessary to effect such a conveyance of said land. READ A FIRST AND SECOND TIME THIS LsIbAY OF 2008. READ A THIRD2AND FINAL rTIME AND PASSED THIS DAY OF w , 2008. �a P MAYOR-Stcpllcn Molnar CLERK -Michael Gravc;s AGREEMENT OF PURCHASE AND SALE HOME HARDWARE STORES LIMITED ("Purchaser") offers to buy from THE CORPORATION OF THE TOWN OF TILLSONBURO ("'vendor") the PROPERTY in the Town of Tillsonburg fronting on the east side of King Street and South side of concession Street, and legally described as Part of Lot 412, Judge's Plan 500, being Part 1 on Plan 41 R-42781 PIN 00030-0271 and Lot 13, Flan 500, PIN 00039-0166, designated as Fart 2 on Plan 41 8-4278 containing approximately 0.75 acres and as outlined in Schedule "A" attached hereto, (the "Property") at the purchase price of ONE HUNDRED AND FIFTY THOUSAND xx1100 CANADIAN DOLLARS ($150,000.00) {the "Purchase Price'}. 1. PAYMENT OF PURCHASE PRICE The Purchase Price shall be paid or satisfied by Purchaser as follows: (a) TEN THOUSAND ($10,000.00) DOLLARS shall be paid by Purchaser within 48 hours of final acceptance, by cheque or official bank draft as a deposit to the Agent to be held in trust by the Agent on behalf of the parties as their respective interests may appear pending completion or ether termination of this Agreement and to be paid to Vendor and credited on account of the Purchase Price upon completion; and (b) the balance of the Purchase Price shall be paid to vendor by certified cheque or official bank draft on completion subject to the adjustments provided for in this Agreement. 2. VENDOR TO DISCHARGE ENCUMBRANCES Except as otherwise provided herein and subject to paragraph 10, vendor shall discharge at its own expense all liens, charges and encumbrances affecting the Property on or before completion. 3. FIXTURES AND CHATTELS Purchaser and Vendor agree that all existing improvements on and to the Property, are included in the Purchase Price except those listed hereunder. 4. OFFER Purchaser agrees that this Offer shall be irrevocable by it until 4:30 p.m. EDT on the 1 IT" day of March, 2008, after which time, if not accepted, this Offer shall be null and void and any portion of the Deposit actually paid by the Purchaser shall be returned to Purchaser without interest or deduction. 5. COMPLETION This Agreement shall be completed 30 days from waiver of the last of the Purchasers conditions set out in Schedule 13", section 6, (a). Upon completion, vacant possession of the Property shall be given to Purchaser unless otherwise provided herein. kJA 6. REQUISITION DATE Purchaser shall be allowed until 15 days from waiver of the last of the Purchaser's conditions set out in Schedule "B", section C, (a) (the "Requisition Date") to examine the title to the Property at its own expense, to satisfy itself that there are no outstanding municipal or other governmental work orders or deficiency notices affecting the Property. Vendor hereby consents to the municipality releasing to Purchaser details of all outstanding municipal or other governmental work orders or deficiency notices affecting the Property and Vendor agrees to execute and deliver to Purchaser such further authorizations in this regard as Purchaser may reasonably require. 7. BINDING AGREEMENT Purchaser acknowledges having inspected the Property prior to submitting this offer and understands that upon Vendor's accepting this offer there shall be a binding agreement of purchase and sale between Purchaser and Vendor subject to any conditions expressly set out in this offer. 8. TITLE DOCUMENTS Purchaser shall not call for the production of any title deed, abstract, or other evidence of title to the Property except such as are in the possession or control of Vendor. Vendor agrees that it will deliver any sketch or survey of the Property in its possession or within its control to Purchaser as soon as possible and in any event prior to the Requisition Date. In the event that a discharge of any mortgage or charge held by a chartered bank, trust company, credit union or insurance company, which is not to be assumed by Purchaser on completion, is not available in registrable form on completion, Purchaser agrees to accept Vendor's solicitors' personal undertaking to obtain, out of the closing funds, a discharge of charge/mortgage in registrable form and to register same on title after completion, provided that on or before completion Vendor shall provide to Purchaser a mortgage statement prepared by the mortgagee setting out the balance required to obtain the discharge, together with a direction executed by Vendor directing payment to the mortgagee of the amount required to obtain such discharge out of the balance due on completion. 9. TITLE Title to the Property shall be good and free from all registered restrictions, charges, liens and encumbrances except as otherwise specifically provided in this Agreement and save and except for the Permitted Encumbrances (if any). If within the specified times referred to in paragraph 7 any valid objection to title, or to any outstanding municipal or other governmental work order or deficiency notice, or to the fact the said present use may not lawfully be continued, or that the principal building may not be insured against risk of fire, is made in writing to Vendor and which Vendor is unable or unwilling to remove, remedy or satisfy and which Purchaser will not waive, this Agreement notwithstanding any intermediate acts or negotiations in respect of such objections, shall be at an end and all monies theretofore paid shall be returned without interest or deduction and Vendor shall not be liable for any costs or damages. Save as to any valid objection so made by such day and except for any objection going to the root of the title, Purchaser shall be conclusively deemed to have accepted Vendor's title to the Property. 10. PLANNING ACT Provided that this Agreement shall be effective to create an interest in the Property only if the subdivision control provisions of the Planning Act (Ontario) are complied with by Vendor on or before completion and the Vendor hereby covenants to proceed diligently at its expense to obtain any necessary consent on or before completion. 11. NON -RESIDENCY Purchaser shall be credited towards the Purchase Price With the amount, if any, which it shall be necessary for Purchaser to pay to the Receiver General in order to satisfy Purchaser's liability in respect of tax payable by Vendor under the non -residency provisions of the Income Tax Act (Canada) by reason of this sale. Purchaser shall not claim such credit if Vendor delivers on completion the prescribed certificate under s.116 of the Income Tax Act (Canada) or a statutory declaration of a senior officer of the Vendor that it is not then a non-resident of Canada. 12. GST The Purchase Price does not include Goods and Services Tax pursuant to the Excise Tax Act (Canada), ("GST"). All applicable GST shall be collected and remitted as required by the applicable legislation. If this transaction is subject to GST but the Vendor is not required to collect or remit GST, the Purchaser shall provide to the Vendor on or before closing a written certificate in a form reasonably satisfactory to the Vendor or its solicitors to the effect that the Vendor is not required to collect or remit the GST and shall provide the Vendor with the Purchaser's GST registration number, if applicable, failing which the Purchaser shall pay any applicable GST to the Vendor on closing. The Vendor shall provide to the Purchaser on or before closing such certificates or other evidences as the Purchaser may reasonably require so that the Purchaser may satisfy itself as to the application of GST to this transaction. 13. ADJUSTMENTS Any rents, mortgage interest, and realty taxes shall be apportioned as applicable and allowed to the day of completion (the day itself to be apportioned to Purchaser). 14. VENDOR'S REMEDIES If the Purchaser, after removal or waiver of the Conditions Precedent, fails to complete the 61 purchase of the Property as and when required to do so due to its default, then this Agreement will terminate forthwith and the amount paid by the Purchaser pursuant to Section 1 will be absolutely forfeited to the Vendor as liquidated damages, and neither party shall have any further rights or liabilities over or to the other party arising from this Agreement. 15. DOCUMENTS The Transfer/Deed shall, save for the .and Transfer Tax Affidavits, be prepared in registrable form at the expense of Vendor. If requested by the Purchaser, Vendor covenants that the Transfer/Deed to be delivered on completion shall contain the statements contemplated by Section 50(22) of the Planni (Ontario). 21 16. TIME OF THE ESSENCE Time shall in all respects be of the essence hereof provided that the time for doing or completing of any matter provided for herein may be extended or abridged by an agreement in writing signed by Vendor and Purchaser or by their respective solicitors who are hereby expressly appointed in this regard. 17. TENDER Any tender of documents or money hereunder may be made upon Vendor or Purchaser or their respective solicitors on the day set for completion of this Agreement. Money may be tendered by official bank draft or certified cheque. 18. ENTIRE AGREEMENT This Agreement including any schedules attached hereto shall constitute the entire agreement between the Purchaser and Vendor. There is no representation, warranty, collateral agreement or condition, whether direct or collateral, or express or implied, which induced any party hereto to enter into this Agreement or on which reliance is placed by any such party, or which affects this Agreement or the Property or is supported hereby other than as expressed herein. 19. SCHEDULES Schedules "A" and "B" annexed or to be annexed to this Agreement shall have the same force and effect as if included in the body of this Agreement, and the parties incorporate by reference the provisions of such Schedule(s) in this Agreement. If and to the extent that there is any conflict between any provision of this Agreement and the provisions of Schedules "A" and "B" hereto, the provisions of Schedules "A" and "B" shall prevail. 20. NOTICES Any notice to be given or document to be delivered to Vendor or Purchaser pursuant to this Agreement shall be sufficiently given or delivered if delivered personally or sent by registered mail or telecopy to the address specified below. Any written notice or delivery of documents given in this manner shall be deemed to have been given and received on the day of delivery in the case of personal delivery or telecopy, or three business days after the date of mailing in the case of registered mail. W1 PURCHASER: Home Hardware Stores Limited 34 Henry Street West St. Jacobs, Ontario, NOB 2NO Attention: William C. Worden Fax: 519-664-1323 VENDOR: The Corporation of The Town of T111sonburg Town Centre Mail 200 Broadway, Second door Tillsonburg, ON N4G 5A7 Attention: Michael Graves Fax: 519-842-9431 21. INTERPRETATION, ETC. This Agreement shali enure to the benefit of, and be binding upon, the parties hereto and their respective heirs, executors, administrators, successors and assigns, as the case may be. This Agreement shall be read with all changes of gender or number required by the context. Wherever there is more than one Vendor, the obligations of the Vendor hereunder shall be joint and several. R 22. NO MERGER The Vendor covenants and agrees that all of the Vendor's covenants, representations, warranties, obligations and agreements contained in this Agreement including any schedules hereto or in any documents delivered by the Vendor pursuant to this Agreement shall not merge on closing or on the delivery of any deed or transfer but shall survive the closing of the purchase and sale provided for by thi Agreement. DATED thi day of Cie 52008. IN WITNESS whereof the Purchaser has executed this Agreement. HOME HARDWARE STORES LIMITED Per: Per: THE UNDERSIGNED accepts the above Offer. DATED this day of IN WITNESS whereof the Vendor has executed this Agreement. THE CORPORATION OF THE TOWN OF TILLSONBURG Per: Per: 7 LOT co" 0 N C J 0 N 414 P.i.m. 00028-0157 3 w _ 0 0 20 4qIE 74.44fi` C U A IN LI NK F low I n -' A.i'"-'7 in N �a 0 0 m9 o SCHEDULE ,1131, to an Agreement of Purchase and Sale between HOME HARDWARE STORES LIMITED, as Purchaser, and THE CORPORATION OF THE TOWN OF TILLSONBURG, as Vendor, with respect to the Property. 11 Assignment This Agreement may be assigned by the Purchaser, or the Purchaser may direct that title to the Property be conveyed on completion, to a nominee or affiliate of the Purchaser Without the consent of the Vendor. The term "affiliate" shall have the same meaning as in the Business Corporations Act (Ontario). 2. Inspecti"on The Vendor agrees to allow the Purchaser and the Purchaser's authorized representatives access to the Property from time to time during business hours on business days (excluding Saturdays, Sundays and holidays) after the date of execution of this Agreement (but upon reasonable prior written notice to the Vendor) and hereby authorizes the Purchaser to carry out, at the Purchaser's expense, such reasonable tests, inspections, and investigations, including without limitation, geotechnical and environmental tests, inspections and investigations, as the Purchaser or its authorized representatives may deem reasonably necessary provided that (i) the Purchaser shall promptly repair any resulting property damage and (ii) if this Agreement is terminated or is not completed for whatever reason, the Purchaser shall deliver to the Vendor without charge, the results and reports relating to any such tests,, inspections and investigations conducted by Purchaser or its authorized representatives. 3. Documents The Purchase Price shall include, and the Vendor hereby agrees to sell, assign and transfer to the Purchaser, as part of the purchase and sale to be completed pursuant to this Agreement, any and all plans, surveys, drawings, specifications, studies, reports, applications for rezoning or Official Plan Amendments, development agreements, hydro agreements, engineering agreements, soil tests, restrictions, easement agreements, marketing studies, and generally all documents and material in the possession or control of the Vendor relating to the Property (collectively the "Documents"). The Vendor shall deliver to the Purchaser copies of all of the Documents in the Vendor's possession or control within five (5) days after acceptance of this Agreement, which Documents shall be held by the Purchaser pending completion or other termination of this Agreement and shall be returned to the Vendor if this transaction is not completed for any reason whatsoever. 4. Closing Documents The Vendor shall deliver to the Purchaser on closing the following documents all of which shall be satisfactory in form and substance to the Purchaser, acting reasonably: (a) a duly registrable deed or transfer of the Property, X fib} a statutory declaration of a senior officer of the Vendor, as to title and possession of the Property; (c) an indemnification with respect to construction liens; (d) an undertaking to readjust any item or omission from the statement of Adjustments in accordance with this Agreement; (e) a statutory declaration of a senior officer of the Vendor stating that the Property has never been occupied by any shareholder, director or officer of the Vendor, or their respective spouse(s) as a matrimonial home; (f) the evidence as to the residency of the Vendor as referred to in Paragraph 11 of the Agreement; (g) a statutory declaration of a senior officer of the Vendor to the effect that all of the covenants, representations and warranties in paragraph 5 hereof are true and correct as of the date of completion; (h) any original copies of the Documents in the Vendors possession or control; and (i) such further documents and assurances as the Purchaser or the Purchaser's solicitor may reasonably require to complete the purchase and sale provided for by this Agreement. . Warranties The Vendor covenants, represents and warrants to the Purchaser as follows, and the Vendor acknowledges that the Purchaser is relying upon such covenants, representations and warranties: (a) The Vendor has full power, right and authority to sell the Property, to execute and deliver this Agreement, and to complete the transaction contemplated by this Agreement, and this Agreement and the transaction contemplated hereby have been duly authorized by the Vendor and are valid, binding and enforceable obligations of the Vendor; (b) There are no actions, suits, legal or administrative or other proceedings, investigations, injunctions or restrictions of any kind, pending or threatened, relating to or which may affect the Property, and the Vendor has no knowledge of any of the foregoing; (c) There are no work orders, deficiency notices or directives outstanding by any competent municipality, government or governmental authority with respect to the Property or threatened against the Property; (d) The Property complies with all zoning by-laws, statutes, regulations, or requirements of any competent municipality, government or governmental authority; (e) The Property is serviced by all required municipal and public utility services including without limitation hydro -electric, water, sanitary and storm sewer, gas, and telephone service, and all such services and related connections to the Property have been installed and paid for; 10 {f } There are no local improvement charges, development levies or other charges outstanding or contemplated with respect to the Property; (g) There is access directly to and from the Property by public access roads for all purposes; (h) There are no proceedings outstanding or contemplated for the expropriation of all or any part of the Property; W The Vendor shall operate, manage and maintain the Property to the date of closing in the same manner as would a prudent owner of the Property; The Property shall be in the same condition on closing as on the date of acceptance of this Agreement; (k) The Vendor has no knowledge of any intention of the municipality or any government or governmental authority to change the zoning of the Property or impose any restriction on the use or development of the Property; (1) The Property has not been designated pursuant to theHeritage Act (Ontario), and the Vendor is not aware of any intention to designate the Property as a historical site; (m) There are no leases, agreements, restrictions, easements, claims, demands, options or rights affecting the title to the Property except as disclosed by the registered title; (n) The Vendor has no knowledge of any adverse or unusual soil conditions or contamination that would increase the cost of normal servicing or construction on the Property; (o) The Property has never been used as a waste disposal site; (p) The Property does not contain any hazardous substance or contaminant as that term Is defined in the Environmental Protection Act (Ontario), and does not contain any underground storage tanks; (q) The Property complies in all respects with the requirements of the Environmental Protection Act (Ontario) and all other applicable environmental legislation, regulations and by-laws; and (r) The covenants, representations and warranties in this paragraph shall be true and correct on completion of this transaction. (s) These covenants, representations and warranties shall survive, and shall not merge on, the completion of this transaction. tl 6. Purchaser conditions The p'urchaser's obligations under this Agreement are subject to the following conditions being satisfied or waived in writing within the time periods specified below: (a) The Purchaser being satisfied in its sole discretion with the results of its tests, inspections and investigations and with respect to the physical condition of the Property and its review of the Documents not later than 4:30 p.m., EDT on May 30 , 2008; (b) All covenants, representations and warranties in paragraph 5 of this Schedule "B" being true and correct on the date of completion of this transaction. The conditions in this paragraph are for the sole and absolute benefit of the Purchaser and may be waived by the Purchaser alone in whole or in part. If any such condition is not satisfied or warred in writing by the Purchaser within the respective time specified herein, then this Agreement shall terminate and the Deposit shall be returned to the Purchaser without deduction and with any interest earned thereon. 7. Vendor conditions The Vendor's obligations under this Agreement are subject to the following conditions being satisfied or waived in writing within the time periods specified below: (a) The Vendor approving the Purchaser's development plan for the Purchaser's lands, including the Property, not later than 4:30 p.m., EDT on June 3d', 2003; The condition in this paragraph is for the sole and absolute benefit of the Vendor and may be waived by the Vendor alone in whole or in part. If any such condition is not satisfied or waived in writing by the Vendor within the respective time specified herein, then this Agreement shall terminate and the Deposit shall be returned to the Purchaser without deduction and with any interest earned thereon. 8. Extension Providing the Purchaser is proceeding diligently, the Purchaser shall have the right, upon written notice to the Vendor, to extend the date for waiver or satisfaction of the Purchaser's condition in section 0, (a) for 2 further periods of 30 days each. 9. Authorization The Vendor hereby authorizes the Purchaser to apply before closing for such minor variances, permits, licences, rezonings, official plan amendments, and other permissions as are necessary for the operation of a Dome Hardware Building centre facility on the Property and the Vendor shall sign any consent, authorization, application or other document for that purpose promptly after request by the Purchaser and at the Purchaser's expense.