3559 Schedule "A" - Memorandum of understanding between the Town of Tillsonburg & the Tillsonburg Golf and Country Club Ltd.11.07.11
MEMORANDUM OF UNDERSTANDING
BETWEEN
THE TILLSONBURG GOLF and COUNTRY CLUB LIMITED
AND
THE CORPORATION OF THE TOWN OF TILLSONBURG
This MEMORANDUM OF UNDERSTANDING (the "MOU") is made and executed this
day of ______________, 2011.
BETWEEN: The Tillsonburg Golf and Country Club Limited hereinafter called "TGCC".
AND: The Corporation of the Town of Tillsonburg hereinafter called "Town"
WHEREAS the TGCC and the Town are mutually bound by capital lease agreement as
contained in By-law #3276.
AND WHEREAS the TGCC and the Town wish to facilitate the final land acquisition/sale to
result in all lands being transferred to the ownership of the TGCC.
AND WHEREAS both parties agree to the use of Schedule A (Financial Summary) and
Schedule B (Aerial Land Map) as attached to this MOU.
AND WHEREAS the both parties understand that the target deadline for completion of all
covenants is March 31, 2012.
COVENANTS OF THE "TGCC":
The TGCC:
1. Shall obtain title to the properties being described as Parts 1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12,
13, 14, 15 and 16 as shown on unregistered reference plan prepared by Kim Husted
Surveying Ltd. dated March 4, 2008 (the "Plan") being the lands identified in Schedule A
Section 2 and the lands identified in Schedule A Section 4 save and except Part 2 on the
Plan and the Young Street Lands(the "Golf Course Lands") from the Town for no
consideration on or before February 28, 2012. TGCC shall accept the aforesaid lands "as
is" and "where is" with absolutely no warranties of any kind whatsoever including, but
not limited to, environmental issues, easements, encroachments, rights of way, fitness for
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purpose and conservation issues. The TGCC shall accept the current legal description of
the Golf Course Lands.
2. Shall severe lands to be conveyed unencumbered to the Town for no consideration on or
before February 28, 2012 being that portion of the current TGCC property that is located
south of Baldwin Street to the north of John Pound Road and immediate west of Borden
Crescent within the confines of the Oxford County Official Plan and the Town of
Tillsonburg Zoning By-law as per the agreed survey with appropriate setbacks as outlined
out on Schedule "B" (the "Borden Crescent Lands"). The Town shall accept the
Borden Crescent Lands "as is" and "where is" with absolutely no warranties of any kind
whatsoever including, but not limited to, environmental issues, easements,
encroachments, rights of way, fitness for purpose, conservation issues and quality of
purpose use.
3. Shall pay to the Town the sum of $191,050 of the $267,000 as highlighted within
Schedule A, Section 4 comprising approximately 66 acres and defined in By-law#3418.
4. Shall not object, block, hinder or delay the severance and building of lots on the Young
Street Lands.
5. Shall provide full easement rights for the joint TGCC and Carroll Trail lands that are
located on the Golf Course Lands and the current TGCC property. TGCC shall enter into
an blanket easement agreement on or before January 31, 2012 (the "Easement
Agreement"), which shall be registered on title to the current TGCC lands and Golf
Course Lands, whereby the current use of the Carroll Trial lands and shared TGCC trial
shall be freely used by the general public in accordance to its current use as a
parkland/trail and such easement agreement shall be in perpetuity to bind the assigns and
successors of he TGCC. The Parties shall define the width of the Carroll Trail and the
Carroll Trail shall include all benches, refuse containers and the surrounding lands that
such ancillary items occupy.
6. Shall prepare and execute all documentation, satisfy all conditions of the severance (if
any) and shall solely pay all costs of such severance, including, but not limited to,
surveying, legal, registration and application costs for obtaining the severance, satisfying
all conditions of the severance and transfer relating to the Borden Crescent Lands. The
TGCC shall obtain the severance and transfer the Borden Crescent Lands to the Town no
later than February 28, 2012. The Parties agree that the transfer of the Borden Crescent
Lands may not necessitate a severance pursuant to section 50(3)(c) of the Planning Act.
7. Covenant that it shall honour the preexisting TCGG and Town Trail Maintenance
Agreement including the Toboggan Hill as attached to this MOU as Schedule C. The
TGCC agrees that the Town Trail Maintenance Agreement including the Toboggan Hill
shall be registered on title to the current TGCC lands and Golf Course Lands.
8. Execute the Easement Agreement to be prepared by the Town in accordance with the
terms of the MOU along with such other terms to affect the purpose as stated in
paragraph 5 of the MOU and permit the Easement Agreement to be registered on title
with the consent of present and future mortgagees, by February 28, 2012 consistent with
the Ontario Registry terms and conditions.
9. The TGCC covenants to retain and not transfer, convey, gift or sell the Golf Course
Lands as acquired by this MOU for a minimum of thirty-six (36) months and continue to
the best of its ability to operate as a going concern.
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10. Covenants that should the TGCC Board of Directors offer the Golf Course Lands and/or
the current TGCC lands and buildings for sale that the Town shall have the first right of
refusal for potential acquisition which first right of refusal shall be registered on title at
the Town's cost.
11. Shall assume liability for all current property taxes for the Golf Course Lands transferred
to TGCC including that portion of the Golf Course Lands known as Carroll Trail.
12. Agrees that no tax abatement, relief or deferral is contained in this agreement.
13. Agrees that the portion of the Golf Course lands and current TGCC lands known as the
Carroll Trail, including the Carroll Trail both the shared and unshared portions, shall be
owned by the TGCC subject to a blanket easement attached and registered on title for the
general public use free of encumbrances. . The TGCC agrees that it shall not alter or
modify the lands that surround the Carroll Trail except as required for the maintenance
and repair of the golf course.
14. Agrees that the maintenance and repair (including the determination of the standard of
maintenance and repair) of only the non-shared portion of the lands known as the Carroll
Trail shall be the sole responsibility of the Town and the Town retains the right of
preapproval for any works, modifications, maintenance including benches and other
ancillary items on any and all portions of the Carroll Trail. The TGCC agrees that it shall
conduct diligently all maintenance and repair (to the standard as required by any statute,
regulation, by-law and/or common law) to the shared portion of the Carroll Trail without
contribution from the Town. The Parties agree that for the purposes of this Agreement
the Carrol] Trail includes benches, refuse containers and bridges. The Parties further
agree that all bridges are located on the shared portion of the Carroll Trail.
COVENANTS OF TOWN:
The Town:
1. Shall convey the Golf Course Lands properties on Schedule A Section 2 excepting the
lands identified as part 2 and the Young Street Lands, being approximately 42 acres to
the TGCC on or before February 28, 2012 for no consideration.
2. Shall provide such assistance as reasonable to facilitate, but such facilitation shall not
include paying any expenses or costs of any kind whatsoever to obtain such severance or
satisfy any condition, the severance of the Borden Crescent Lands and accept
unencumbered title to the Borden Crescent Lands on or before February 28, 2012. The
anticipated cash value of the Borden Crescent Lands is $300,000
3. Prior to the transfer of the Golf Course Lands, shall obtain a severance of a lot located at
Hwy#3 and Young Street (the "Young Street Lands") for an anticipated cash value of
$150,000 on or before February 28, 2012. The Young Street Lands shall be retained by
the Town.
4. Upon completion of points 1 and 2 of this MOU, the Town shall deem the long term
debts identified on Schedule A Section 1, Section 2, Section 3 to be fully satisfied
($28,000 + $450,000 + $131,543).
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5. Upon receipt of $191,050 as identified in paragraph 3 of the covenants of TGCC and
conveyance of the Golf Course Lands approximately 66 acres and registration of the
Easement Agreement the long term debt with the TCGG shall be deemed to be satisfied
in full
6. Shall obtain full easement rights for the joint TGCC and Carroll Trail lands that are under
the ownership of TGCC by January 31, 2012 pursuant to the Easement Agreement.
7. Shall be responsible for the legal and survey costs for the creation and transfer of
property deeds as they relate to the Young Street Lands.
8. Shall honour the TCGG and Town Trail Maintenance Agreement including the Toboggan
Hill as defined in Schedule C.
9. Shall assume all future property taxes for all properties transferred to the Town pursuant
to this MOU.
10. Shall pay the debt reduction penalty deemed by the Ontario Infrastructure Partnership
Corporation fee which is undetermined at the writing of the agreement.
11. Agrees that there is no tax abatement, deferral or relief is contained in this agreement.
12. Agrees that the lands known as the Carroll Trail that are not part of the Golf Course
Lands remain within the ownership of the Town.
Notwithstanding any other term of this MOU, the Parties recognize that although the transfers
of lands as listed in this MOU are for no consideration nevertheless the transfers may reflect
other consideration and as such may be subject to Land Transfer Tax therefore the Parties
agree to work together to reflect the actual value of the transfers for the purposes of Land
Transfer Tax in the best interests of both the Parties.
The Parties agree that more formal and definitive agreements shall be required in order to
carry out the terms and spirit of this MOU. Such formal definitive agreements may modify the
implementation of the structure of this MOU.
SIGNED in the presence of:
THE TILLSONBURG GOLF and COUNTRY CLUB LIMITED
7f—f^.—=————f*—————————
Vice-President
We have authority to bind the Corporation.
THE CORPORATION OF THE TOWN OF TILLSONBURG
Chief Administrative Officer"
We have authority to bind the Town
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