HomeMy WebLinkAbout06 072 Land Sale - Keldon Dev.
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THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
BY-LAW
NO. 2006 - 072
BEING A BY-LAW TO ACCEPT AN EXPRESSION OF INTEREST AND
TO AUTHORIZE THE SALE OF LAND TO
KELDEN DEVELOPMENT INC.
(Part 1 and Part 2 on Plan of Survey Attached as Schedule A to Offer
to Purchase)
WHEREAS Section 268 of the Municipal Act, 2001, S.O. 2001, c. 25, as
amended, provides for procedures for the sale of lands declared surplus by
municipalities;
AND WHEREAS the Municipality of Kincardine, on September 17, 2003 passed
By-law No. 2003-133, being a By-law to establish procedures regarding the sale
of real property;
AND WHEREAS the Municipality of Kincardine, on June 01, 2005, declared as
surplus to its needs those lands described as Con. A pt Us A & B, Bruce SIS, RP
3R-2349, Part 1 , in the Municipality of Kincardine (former Town of Kincardine) in
the County of Bruce;
AND WHEREAS the Municipality of Kincardine had an appraisal completed on
the aforementioned lands;
AND WHEREAS the Council of the Corporation of the Municipality of Kincardine
deems it advisable to dispose of the aforementioned lands;
AND WHEREAS the Council of the Corporation of the Municipality of Kincardine
has deemed it advisable to accept an Expression of Interest/Offer to Purchase
for lands identified as described as Part 1 and Part 2, as shown on Draft Plan of
Survey of Part of Lots A and B Concession A, Municipality of Kincardine (former
Town of Kincardine) in the County of Bruce;
NOW THEREFORE the Council for The Corporation of the Municipality of
Kincardine ENACTS as follows:
1.
That the Mayor and CAO. be authorized and directed to execute such
documents, on behalf of The Corporation of the Municipality of Kincardine,
as they may deem advisable to convey the lands described as Part 1 and
Part 2, as shown on the attached Draft Plan of Survey of Part of Lots A
and B Concession A, Municipality of Kincardine (former Town of
Kincardine) in the County of Bruce, as in the Offer to Purchase attached
hereto as Schedule "A" , to Kelden Development.
2.
That this transaction is subject to the conditions outlined in the Offer to
Purchase attached to this By-law as Schedule "A".
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Page 2
Soccer Fields Land Sale By-law
By-Law No. 2006 - 072
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3.
The sale price for the said lands shall be one million .and three hundred
thousand dollars ($1,300,000.00).
4. That Kelden Development shall be required to provide a non-refundable
deposit of one hundred thousand dollars ($100,000.00)
5. That the sale shall close September 08, 2006 with one million and two
hundred thousand dollars ($1,200,000.00), being the balance of the
purchase price, to be paid on this date.
6. This by-law shall come into full force and effect upon its final passage.
7. This By-law may be cited as the "Soccer Fields Lands Sale By-law".
READ a FIRST, SECOND and THIRD TIME and FINALLY PASSED this 10th
day of May, 2006.
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Mayor -
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gy-LAW No . .;Z..oo" ~07).
AGREEMENT OF PURCHASE AND SALE
(FOR USE IN THE PROVINCE OF ONTARIO)
PURCHASER,
KELDEN DEVELOPMENT INC. agrees to purchase from
VENDOR,
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE the following
REAL PROPERTY
fronting on the east side of Penetangore ROwand the north side of Saratoga Road in the Town of Kincardine and having a
frontage of more or less by a depth of more or less and legally described as part Lots A, Band C, Concession A, Town of
Kincardine (now Municipality of Kincardine, County of Bruce being the two parts outlined in yellow on
the sketch attached hereto (the "property")
PURCHASE PRICE: ONE MILLION THREE HUNDRED THOUSAND
Dollars (CON $1,300,000.00)
DEPOSIT:
Purchaser submits ONE HUNDRED THOUSAND Dollars (CON $100,000.00)
cash or negotiable cheque payable to the Vendor to be held in trust pending completion or other termination of this agreement and to
be credited toward the Purchase Price on completion. The deposit consists of the sum of $25,000.00 submitted April 18, 2006
with Purchaser's response to the Vendor's request for Expressions of Interest together with the sum of $75,000.00 submitted
herewith. The Purchaser agrees to pay the balance, subject to the usual adjustments, by certified cheque on the date of completion
of this transaction.
The Purchaser shall be allowed to enter upon the property at any time prior to closing for the purposes of making surveys, soil
tests and other similar tests provided that such surveys and tests shall not interfere with the use of the property for the Vendor's
recreational soccer program for the 2006 season.
SCHEDULE(S) N/A attached hereto form(s) part of this Agreement.
1. CHATTELS INCLUDED: None
2. FIXTURES EXCLUDED: None
3. RENTAL ITEMS: The following equipment Is rented and not Included In the Purchase price. The Purchas~~~rees to assume the rental
contract(s), If assumable: None. ':!. ":" r-'(/' -S ~ /\....9J(2.J
4. IRREVOCABILITY: This Offer shall be Irrevocable by the Vendor until 4:59 p.m. on the ~ day of June, 2006 after which time,
If not accepted, this Offer shall be null and void and the deposit shall be retumed to the Purchaser In full without Interest.
5. COMPLETION DATE: ThlsAgreementshall be completed byno later than 6:00 p.m. on the 8th day of September, 2006. Upon completion,
vacant possession of the property' shall be given to the Purchaser unless otherwise provided for In this Agreement.
6. NOTICES: Any notice relating to this Agreement or provided for herein shall be in writing. This offer, any counter offer, notice of acceptance thereof,
or any notice shall be deemed given and received, when hand delivered to the address for service provided herein or, where a facsimile number Is provided herein,
when transmitted electronlcelly to that facsimile number.
FAX No. (519)886-8651 (For delivery of notices to Vendor) FAX No. (519)396-9446 (For delivery of notices to Purchaser)
7. GST: If this transaction Is subject to Goods and Services Tax (G.S.T.), then such shall be in addition to the Purchase Price. If this transaction
is not subject to G.S.T., Vendor agrees to provide, on or before closing, a certificate that the transaction Is not SUbject to G.S.T
8. TITLE SEARCH: Purchaser shall be allowed until 6:00 p.m. on the 21 st day of August, 2006 (the "Requisition Date") to examine the
tiUe to the property at his own expense and until the earlier of: (I) thirty days from the later of the Requisition Date or the date on which the conditions In this
Agreement are fulfilled or otherwise waived or; (i1) five days prior to completion, to satisfy himself that there are no outstanding work orders or deficiency notices
affecting the property, that Its present use (Planned Development) may be lawfully continued and that the principal building may be insured against risk
of fire. Vendor hereby consents to the municipality or other govemmental agencies releasing to Purchaser details of all outstanding work orders affecting the
property, and Vendor agrees to execute and deliver such further authorizations in this regard as Purchaser may reasonably require.
9. FUTURE USE: Vendor and Purchaser agree that there is no representation or warranty of any kind that the future intended use of the property
by Purchaser Is or will be lawful except as may be specifically provided for in this Agreement.
10. TITLE: Provided that the title to the property is good and free from all registered restrictions, charges, liens, and encumbrances except as otherwise
specifically provided In this Agreement and save and except for (a) any registered restrictions or covenants that run with the land providing that such are complied
with; (b) any registered municipal agreements and registered agreements with publicly regulated utilities providing such have been complied with, or security
has been pOllted to ensure compliance and completion, as evidenced by a letter from the relevant municipality or regulated utility; (c) any minor easements for
the supply of domestic utility or telephone services to the property or adjacent properties; and (d) any easements for drainage, storm or sanitary sewers, public
utility lines, telephone lines, cable television lines or other services which do not materially affect the present use of the property. If within the specified times
referred to in paragraph 8 any valid objection to titie or to any outstanding work order or deficiency notice, or to the fact the said present use may not lawfully be
continued, ot 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 paid shall be retumed 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.
11. CLOSING ARRANGEMENTS: Where each of the Vendor and Purchaser retain a lawyer to complete the Agreement of Purchase and Sale
of the property, and where the transaction will be completed by electronic registration pursuant to Part III of the land Registration Reform Act, R.S.O. 1990.
Chapter 1.4, and any amendments thereto, the Vendor and Purchaser acknowledge and agree that the delivery of documents and the release thereof to the
Vendor and 'Purchaser may, at the lawyers' discretion: (a) not occur contemporaneously with the registration of the transfer/deed (and other registerable
documentation), and (b) be subject to conditions whereby the lawyer receiving documents and/or money will be required to hold them in trust and not release
them except In accordance with the terms of a written agreement between the lawyers.
12. DOCUMENTS AND DISCHARGE: Purchaser shall not call for the production of any title deed, abstract, surveyor other evidence of title to
the property except such as are In the possession or control of Vendor. If requested by Purchaser, Vendor will deliver any sketch or survey of the property within
Vendor's control to Purchaser as soon as possible and prior to the Requisition Date. If a discharge of any ChargelMortgage held by a corporation incorporated
pursuant to the Trust and loan Companies Act (Canada), Chartered Bank, Trust Company, Credit Union, Caisse Populalre or Insurance Company and which
is notto be assumed by Purchaser on completion, is not available In registerable form on completion, Purchaser agrees to accept Vendor's lawyer's personal
undertaking to obtain, out of the closing funds, a discharge In registerable form and to register same on title within a reasonable period of time after completion.
provided that on or before completion Vendor shall provide to Purchaser a mor1gage 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 the discharge out of the
balance due.on completion.
13. INSPECTION: Purchaser acknowledges having had the opportunity to Inspect the property prior to submitting this Offer and understands that upon
acceptance of this Offer there shall be a binding agreement of purchase and sale between Purchaser and Vendor.
14. INSURANCE: All buildings on the property and all otherthlngs being purchased shall be and remain until completion at the risk of Vendor. Pending
completion, Vendor shall hold all Insurance policies, If any, and the proceeds thereof In trust for the parties as their interests may appear and In the event of
substantial damage, Purchaser may either terminate this Agreement and have all monies paid retumed without Interest or deduction or else take the proceeds
of.any insurence and complete the purchase. No Insurence shall be transferred on completion. If Vendor Is taking back a ChargelMortgage, or Purchaser Is
assuming a ChargelMortgage, Purchaser shall supply Vendor with reasonable evidence of adequate Insurance to protect Vendor's or other mortgagee's Interest
on completion.
15. PLANNING ACT: The Agreement shall be effective to create an Interest In the property only if Vendor complies with the subdivision control
provisions of the Planning Act by completion and Vendor covenants to proceed diligently at his expense to obtain any necessary consent by completion.
-2-
16. DOCUMENT PREPARATION: The TransferlDeed shall, save for the Land Transfer Tax Affidavit, be prepared in registerable form at the
expense of Vendor, and any ChargelMortgage to be given back by the Purchaser to Vendor at the expense of the Purchaser. If requested by Purchaser, Vendor
covenants that the TransferlDeed to be delivered on completion shall contain the statements contemplated by Section 50 (22) of the Planning Act, R.S.O. 1990.
17. RESIDENCY: Purchaser shall be credited towards the Purchase Price with the amount, if any, necessary for Purchaser to pay to the Minister of
National Revenue to satisfy Purchaser's liability in respect of tax payable by Vendor under the non-residency provisions of the Income Tax Act by reason of this
sale. Purchaser shall not claim such credit if Vendor delivers on completion the prescribed certificate or a statutory declaration that Vendor is not then a non-
resident of Canada.
18. ADJUSTMENTS: Any rents, mortgage interest, realty taxes Including local improvement rates and unmetered public or private utility charges and
unmeterad cost of fuel, as applicable, shall be apportioned and allowed to the day of completion, the day of completion itself to be apportioned to Purchaser.
19. TIME LIMITS: Time shall In all respects be of the essence hereof provided that the time for doing or completing of any mattar prOVided for herein
may be extended or abridged by an agreement in writing signed by Vendor and Purchaser or by their respective lawyers who may be specifically authorized in
that regard.
20. TENDER: Any tender of documents or money hereunder may be made upon Vendor or Purchaser or their respective lawyers on the day set for
completion. Money may be tendered by bank draft or cheque certified by a Chartered Bank, Trust Company, Province of Ontario Savings Office, Credit Union
or Caisse Populalre.
21. FAMILY LAW ACT: Vendor warrants that spousal consent is not necessary to this transaction under the provisions ofthe Family Law Act, R.S.O.
1990 unless Vendor's spouse has executed the consent hereinafter provided.
22. UFFI: Vendor represents and warrants to Purchaser that during the time Vendor has owned the property, Vendor has not caused any building on
the property to be Insulated with Insulation containing urea formaldehyde, and that to the best of Vendor's knowledge no building on the property contains or has
ever contained insulation that contains urea formaldehyde. This warranty shall survive and not merge on the completion of this transaction, and If the building
is part of a multiple unit building, this warranty shall only apply to that part of the building which is the subject of this transaction.
23. CONSUMER REPORTS: The Purchaser is hereby notified that a consumer report containing credit and/orpersonal information maybe referred
to In connection with this transaction.
24. AGREEMENT IN WRITING: If there Is conflict between any provision added to this Agreement (including any Schedule attached hereto) and
any provision in the standard pre-set portion hereof, the added provision shall supersede the standard pre-set provision to the extent of such conflict. This
Agreement, including any Schedule attached hereto, shall constitute the entire Agreement between Purchaser and Vendor. There is no representation, warranty,
collateral agreement or condition which affects this Agreement other than as expressed herein. This Agreement shall be read with all changes of gender or
number required by the context.
25. SUCCESSORS AND ASSIGNS: The heirs, executors, administrators, successors and assigns of the undersigned are bound by the terms
herein.
DATED at Kincardine, Ontario this 15th day of June, 2006.
SIGNED, SEALED AND DELIVERED in the presence of: IN WITNESS whereof I have hereunto set my hand and seal.
):wl","-h~vM :..~ . n":2 ~6
(Witness) President - Dale H. Walden (Seal) (Date~
I have authority to bind the Corporation
(Purchaser)
I, The Undersigned Vendor, agree to the above Offer.
DATED at Kincardine, Ontario this
day of June, 2006.
SIGNED, SEALED AND DELIVERED in the presence of:
IN WITNESS whereof I have hereunto set my hand and seal.
C61~~ CIIA;
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(f) '^^ V'ol C-l G. (), 1
(Witness) .
The Corporation of the Municipality of Kincardine
per: ..~~
Mayor
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(Seal)
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(Seal)
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(Date)
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(Date)
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CAO
(Vendor)
CONFIRMATION OF EXECUTION: Notwithstanding anything contained herein to the contrary, I confirm this Agreement with all changes
both typed and written was finally executed by all parties t Kincardine, Ontario at a.m.lp.m. this day of June, 2006.
(Signature of Vendor or Purchaser)
ACKNOWLEDGEMENT
I acknowledge receipt of my signed copy of this accepted
Agreement of Purchase and Sale and I authorize my Agent to
forward a copy to my lawyer.
~~" ~~CO-.~:K"~.- "2...'T{oc;.
~n(jor Date
I acknowledge receipt of my signed copy of this accepted
Agree ent of Purchase and Sale and I author" e my Agent to
forwa cop to lawyer.
Purchaser
Address for Service:
Address for Service:
Vendor's .Lawyer:
Steven O'Melia
P. O. Box 457
45 Erb Street East
Water1oo, ON N2J 4B5
Purchaser's Lawyer:
Graham E. Mahood
313 Lambton S1.
Kincardine, ON N2Z 2Y8
Telephone Number
(519)886-3340
Fax Number
(519)886-8651
Telephone Number
(519)396-8144
Fax Number
(519)396-9446
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