HomeMy WebLinkAboutKIN 91 013 Prchase Ld-Rail Comp
THE CORPORATION OF THE TOWN OF KINCARDI N E
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BY-LAW
BY-LAW NO. 1991-13
A BY-LAW TO AUTHORIZE THE PURCHASE OF LAND FROM THE CANADIAN
NATIONAL RAILWAY COMPANY
WHEREAS the Canadian National Railway Company has offered
to sell certain lands located adjacent to Kincardine's harbour
to the Town of Kincardine for the amount of $570,000;
AND WHEREAS Kincardine Town Council deems it expedient to
purchase these lands;
NOW THEREFORE the Council for The Corporation of the Town
of Kincardine ENACTS as follows:
1. The Council of The Corporation of the Town of Kincardine
hereby authorizes the purchase of approximately 5 acres
of land from the Canadian National Railway company.
2. The lands in question consist of the lands outlined in
red on Schedule IA-2" on the attached agreement of
Purchase and Sale between The Corporation of the Town of
Kincardine and the Canadian National Railway Company.
3. The reeve and clerk be and they are hereby authorized to
execute and affix the corporate seal to the attached
Agreement of Purchase and Sale between The Corporation of
the Town of Kincardine and the Canadian National Railway
company and such other documents as they may deem
advisable to purchase such lands from the Canadian
National Railway Company in accordance with the attached
Agreement of Purchase and Sale.
4. The purchase price of the said land shall be five hundred
and seventy thousand dollars ($570,000) plus all
applicable taxes and expenses.
5. This by-law shall come into full force and effect upon
its final passage and the purchase of the subject lands
shall be conditional upon the approval of the Ontario
Municipal Board.
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BY-LAW NO. 1991-13
C.N.R. Lakefront Lands Purchase By-Law
6.
This by-law may be cited as the IIC.N.R. Lakefront Lands
Purchase By-law".
READ a FIRST and SECOND time this 7th day of February 1991.
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Deputy Clerk
READ a THIRD time and FINALLY PASSED this 7th day of February,
1991.
Deputy Clerk
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E 910303
Ontario Municipal Board
Commission des affaires municipales de rOnt
IN THE MATTER OF Section 64 of
Ontario Municipal Board Act, (R.S.
1980, c. 347 as amended)
- and -
IN THE MATTER OF
The Corporation
Kincardine for an
an application by
of the Town of
order approving:
(a) the purchase of a 5-acre parcel
of waterfront property from the
Canadian National Railway
Company, known as the Kincardine
Harbour lands at an estimated
cost of $570,000.00 and the
borrowing of money by way of
temporary advances not exceeding
in the aggregate such estimated
cost, and
(b) the raising, out of current
revenue, to a maximum of
$285,000.00, in the year 1992
B E FOR E :
D.H. MCROBB
Vice-Chairman
Monday, the 22nd day
of April, 1991
)
)
)
THE BOARD ORDERS that this application be granted and that the
applicant may proceed with the undertaking and may borrow money by
way of temporary advances a sum not exceeding $285,000.00 and shall
raise out of current revenue such sum with interest in the year 1992
sufficient to repay such temporary advances, provided that the
Council of the applicant corporation in exercising any power approved
by this order shall comply and conform with all statutory and other
legal requirements related thereto.
ENTERED
O. G. Ho....,f:f.9/~J......
fo;¡o No....~..~........, .
MAY 0 8'1991
~SECRETARY
~r~
ACT'N(. SEClleTARY. ONT Ml1~ICr tAl SO....R:::I
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LGCATIOII, WELLI_ STREET
P.I... 43380
A&REEIIENT OF PURCHASE All) 4..11 ~
PURCHASER: THE CORPORATION OF THE TOWN OF KINCARDINE
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offers to buy from
VENDOR: CANADIAN NAnONAL RAILllAY cx.-AllY, the following
Pllm'ERTY:
In the Town of Kincardine Ind described and highl ighted in Schedule -A- 8Mexed hereto, It the PURCHASE PRICE
OF Five Hundred and Seventy Thous.nd cenedi.n Dollars (SCen.570,000.00) on the following terao:
1.
(a) Purcheser subolito with this offer Eighty-five Thousand, Five Hundred Dollars
('85,500.00) by certified cheque peyable to the Vendor .s . deposit to be held by hia in trust
pending coapLetion Of" other termination of this Agreetlel\t and to be credited towards the Purchase
Price on ~letion.
(b) AS pert of the Purchase Price, on cLosing the Purchaser shall give and the vendor
shall take beck. first mortgage upon the property upon the folLowing ter.. and conditions:
(i)
(it)
(iii)
Principal Su. Secured:
'285,000.00
Tera froo Clos i ng:
one Year
Inter..t Rate:
10%, calculated yearly. in advance
The su. of $28,500.00 being prepaid
interest for the ter. on the principal sum
secured shall be paid by the Purchaser to
the Vendor on closing 8S part of the
balance due on closing. The principal sum
secured shall be paid to the Vendor upon
Mturity.
(iv)
Repoyoent:
(c) Purchaser agr... to pay the bllance of the Purchase Price on cLosing to the Vendor
by certified cheque, aubject to those adjustoents set out in Paragraph 14 below.
2. Notwithstanding the provisions of Paragraph 8, the Purchaser agrees to accept title subject to
t (i) all registered agr_ts with _icipelities .nd publicly or privately regulated utilities; (ii) all
registered or unregistered easøents, rights, coveNInts and/or restrictions in favour of IllUnicipalities.
~bliclY or privately regulated utilities ar I~jaini.. ,!I;Jft!lfl, ar that ðtl.~lnÜð ....1. ..ttl. LI.... l....~: (iii) any
encroachments a. ..y be revealed by SChedule ·A...2· or by an up-to-date. survey; and (iv) the Permitted
~ EncUlllbranc.es set out in Schedule ·c·. The Purchaser agrees to satisfy itnt f with respect to compliance wi th
. all such agree8ents, restriction. or covenants referred to herein or in Paragraph 8 and agrees that the Vendor
shall not be required to provide any evidence of cOllPl iance with same.
3. The provisions of the attached Schedules ·A·, -I- and -C- shall for. part of this Agreement as
if set out herein.
4.
Price.
Purchaser and Vendor agree that no fixtures, buildings or chattels are included in the Purchase
5. Purchaser agrees that thts Offer shall be irrevocable by hi. until 11:59 p... on the thirtieth
day after its date of execution by the Purchaser, after which ti~, if not accepted. this Offer shall be nulL
and void and the deposit shell be returned to Purchaser without interest or deduction.
6. Upon completion, vacant possession of the property shall be given to Purchaser unless otherwise
provided as follows:
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7. Purchaser shall be allowed the thirty (30) day. next following the date of acceptance to examine
the title to the property, at his own _se.
8. Provided thet the title to the property is good and free froll all enculllbrances except as aforesaid.
If within the time allowed for «Xlmining the t1tle any valid objection to title is ~de in writing to Vendor
and which Vendor is unable or unwilling to relOVe, r~ or satisfy and which Purchaser will not waive, this
Agree.ent, notwithstanding any inter-.diate acts or negotiations in respect of such objections, shall be at an
end and all IlOl'11.1 theretofore peid shall be returned without interest or deduction and Vendor shall not be
liable for any costs or da..ges. Seve as to any valid objection so ade by such day Ind except for any
objection going to the root of the title, Purchaser shall be conclusively deellecl to have ICCepted Vendor's title
to the property.
APPROVED
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9. Purcha.er aclcMwlodgeo having In.pactad the _ty prior to ._!tUng this Offer and understand.
that upon Vendor accepting this Offer there shall be . binding agrHllØl'lt of purchase and sale between Purchaser
and Vendor.
10. Vendor and Purchaser agree that there i. no condition, express, or illØl ied, representation or
warranty of any kind that the future intended Use of the property by Purchaser 1s or wilL be lawful except as
may be specificelly .tipulated elsewhere in this Agr....nt.
11. Purchaser shall not call for the production of any title deed, abstract, or other evidenteof title
to the property except such as er. in the po$session or control of Vendor. The Vendor .gree. to obtain and
register a Reference Plan prior to closing, all at the sole cost and expense of the Purchaser.
12. Provided that this Agreeeent shall be effective to create an interest 1n the property only if the
subdivision control provisions of The Planning Act are COIIIPlied with by Vendor on or before completion.
13. purcha.er shall be credited towarda the Purche.e Price with tha aoount. if any. which it shell
be necessary for Purchaser to pay to the Minister of National Revenue in order to satisfy Purchaser's liability
in respect of tax payable by Vendor under the non..re,idency provisions of the Income Tax Act by reason of this
sale. Purchaser shall not clai. such credit if Vendor delivers on ~letion the prescribed certificate or his
statutory declaration that he is not then a non..reaident of Clnada.
14. Rents. ~tgage interest, taxel, local i~rov~ts, water and assels.ent rates and the cost of
fuel shall be apportioned and allowed to the date of ~letion (the day itself to be apportioned to Purchaser).
15. Tiae shall in III respects be of the essence hereof provided that the ti.e for doing or c~let1ng
of any lAatt.r provided for herein _y be extended or abridged by an agreelN!l"lt in writing signed by Vendor and
Purchaser or by their respective solicitors who ..y be specifically authorized in that regard.
16. Any tender of docuMnts or .,ey hereunder I18Y be ude upon Vendor or Purchaser or their respective
solicitors on the day set for cœpletion of this AgreeMnt. Money MY be tendered by bank drift or cheque
certified by a Chartered Bank, Trust COIIPBny, Province of ontario Savings Office, Credit Union or Caisse
Populalre.
17. The Purchaser is hereby notified that a report containing credit infor..tion will be required in
connection with this transaction.
18. Notwithstanding any ter.. or conditions outlined in the printed portion herein, any provisions
written or typed into this Offer shill be the true ter.. and shall supersede the printed portion in respect to
the perts effected thereby. This Agreøent shall constitute the entire agreeunt behleen Purcheser and Vendor
and there is no representation, warranty, collateral agree8ent or condition affecting this Agree.ent or the
property or supported hereby other than a. expressed herein in writing. This Agre8llel1t shall be read with all
changes of gender or number requlrad by the context.
DATED thia
7TH
day of Februarv
. 1991.
SIGNED. SEALED AND DELIVERED
in the presence of:
IN WITNESS whereof t have hereunto
set .y hind and seal:
DATED this
day of
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THE
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The undersigned accepts the above Offer.
, -
1991.
CAIWIIM NAßOIIAi. RA~LllAY ~ J.L.Jv
Per: ... ~
Per: ./IL¡/l~' , ;. c
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We have authority to bind the _ -./ -./
corporation ASSISTANT ~CHETARY
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I acknowledge receipt of ay signed copy of this accepted Agreement of Purchase and Sale.
DATED this
day of
1991.
CoIIWIIAN NATIONAL RAILWAY COIIPANY
Per:
Per:
We have authority to bind the
Corporation
Address :
277 Front Street West, SUite 930
Toronto, ontario M5V 2X4
Talophona No. (416) 868-7170
Talecopiar No. (416) 868-0198
Address of Vendor's SOLicitors:
Good..n and Carr (Larry Ginder)
200 King Street West. SUita 2100
Toronto. Ontario M5H 3WS
Telophona No. (416) 595-2314
Telacopier No. (416) 595-0567
(416) 595-1626
I acknowledge receipt of ay signed copy of this accepted Agr......t and purchase and Sale.
DATED thi s
day of
, 1991.
11IE CIIRPORATIOII OF 11tE TOWII OF I(IJICARI)INE
Per:
Per:
Address:
707 Queen Street
lCineardine, Ontario
N2Z IZ9
Telephone No. (519) 396-3468
Talecopler No. (519) 396-8288
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Address for Purchas.r·s SOlicitors:
Graham E. Mahood.
Box 888, 313 Lambton Street
KINCARDINE, Ontario N2Z 2Y8
Telephona No. 519""396-8144
Talecopiar No. 519-396-9446
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In the Town of Kincardine, in the COunty of Bruce, and shown outLined in red on Schedule MA_2-
attached hereto.
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1. The Vendor .akes no representations or warranties of In)' kind, either expressed or tllpLied, as
to the condition of the property, the subsoil, environlN!ntal .atters, condition of any structures,
.s-"""'- ,if any, or any other utters respecting the she whatsoever, including the use to which it may
~--be put end its zoning. 1he Purchaser sMll accept..1Þlt! QI".&9R82R and any illproveunts thereon in
an -as is- condition. The Purchaser shell be 8llowed~~ days from the date of acceptance
, to satisfy hi...lf with respect to all utters respecting the property including the present state
-,;;J of the property end any structurel thereon, all encultbrences and all regulations and by-laws
'Yid gov.rning tho pr_ty .nd tho Vendor grants to the purchas.r tho right to onter upon tho prop.rty
âVV and to conduct such inspections, surveys and tests as the Purchaser .... necHsary in this regard,
provided the Purchlller take. all rnsonable care 1n the conduct of such inspection., surveys and
tests. The Vendor 8S.... no responsibility for and the Purchaser shaLL ind..,ify and save
har.lesl the Vendor 1I"0Il and egainst III dai.., deaandl, costs, daMges, expenses and liabfl ities
wheuoever arising out of its presence on the property or of ire activities on or in connection
with the proper-tYe If for any re..on the Purcheser is not satisfied with rupect to such _atters,
he ..y deliVOt' a notice ("Notice of Teraination") to the Vendor indicating that h. is not satisfied
with respect to such ..tters and d.siras to terainata this AgroeMflt and r.le..e tho Vendor fr""
ooy further obligationo. Upon d.livery by tho Purch...r of a Notic. of T.raination to the Vendor.
the Agree.ent shall be at In «tel and the Vendor shall return the deposit to the Purchaser without
interest or deduction. In absence of delivering a Notice of Ter.ination, the Purchaser shall be
conclusively deelled to hive wived all requisitions concerning any aatters relating to the property
save for ..tterl going to title and the Purchaser accepts full responsibility for aLL conditions
reLated to the property, and the Purchaser sheLL cgepLy with all orders reLating to the condition
of the property issued by any COIIIP8tent governllel"lt authority, cøurt or adIIinistretive tribunal,
inclllding any order i..ued ag.in.t the Vendor. Th. Purchaser .hall be r..pon.ibla for and h.reby
indemnifies and .aves har.le.. the Vendor fr~ any costs, incLuding LegaL and witness costs,
cLa111s, deaand., civil actions, prosecutions, or adainhtrative hearings, fines, judgaents, awards,
including award. of COlts, thlt .ay arise as a result of the c:ond1tion of the property, any order
issued in connection with the condition of the property. or any Loss. daaege, or injury caused
.ither directly or indirectly·a. a r..ult of tho condition of the pr_ty. This paragraph shall
not merge but shall survive the closing of this transaction and shaLL be a continuing obLigation
of the Purchaser.
2.
Th. infor..tion ~ising tha infor..tl... pactage provided by tho Vendor. if any, any c-.nt.
oeda by tho Vendor'. .uff .nd any plan. or drawing. that ..y have bean provided by tho Vondor,
is for tho a..istance of tha Purcha.er in all...ing It to ..t. it. own inquiri... The Vendor .ak..
no representation. or warranties about and tlkes no responsibi l1 ty for the ,c,CUrlcy or coapLeteness
of informotion it has provided.
The parti.. agree that in .this Agr.....t a period of day. shall be' doeaed to co...... tha d.y
following the event-tha~ began the period and shall be deelled to ter.tneta at 5:00 p... local time
of the Lest da)' of the period except that if the La.t day of the period faLla on . Sunday or
holiday, the period shall ter.tnate at 5:00 p... LocaL ti88 of the next day following that is not
a Sund.y or holiday.
3.
4.
The Purch..er warnnts to the Vendor thlt no one is entitLed to any fee or co.iss1on payabLe by
the Vendor in respect of thi. tr.nsaction by r...on of h.ving introduced tho pr_rty to tho
Purchaser or otherwise acted as . broker, agent or .Il....n in connection with this transaction
and the Purcha.er hereby i_lfi.s .nd saves har.les. the Vendor in r..pect of .ny cl.ie by .uch
8 person for any fee, co.aislion or reillburseønt besed upon such person acting for or IS agent
of or advish-.g the Purchaser in connection with this tranuction or claiming to have done so.
The Purcha.er shall not asaign this Agree.ent without the consent of the Vendor. which consent
..y be arbitrarily withheLd. If the Vendor consents to an assignaent, the Purchaser shaLL cause
tho A..ignee and tho Purch...r, to covenant in writing in f.vour of tho Vendor to be Jointly and
.ever.lly bound by and to Jointly .nd .ev.relly par for. th.ir r..pectlve obligation. of this
Agreeeent. The Purchaser shall not be released fro. his Liabilities and obligations hereunder in
the event of In ..s1an-ent.
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-t,.-Thh Agreement shall be coepleted on the 1" III~: .M .. IL, 1991. Provided that if the approvaL
of tho Ontario Municipal Board ('ONS') of tho financing ter.. .at out in Paragraph l(b) of tho
Agr_t has not bean obtained by tho d.t. of clo.ing, either party ..y extend tho date of clo.ing
for a _i_ period of ninety (90) days (the 'Fir.t Ext.....lon Period") by giving notic. to tho
~ oth.r. If tho .aid approval has not bean obtained by the end of tho Fir.t Exton.ion Period, tho
.,. _.lLl I pr,,,hall have the right. upon notice to tho Purcha.er, to extend the clo.ing date for up to
~(9J .ueceslive thirty (30) d.y porlod.J.JÇ!1t!, '~UlllJont Ext.....ion Period.'). If notica of
:lJany extension is not given by the expiry of~~~· the Extension Period, or any Subsequent
Extension Periods, .. appl ieable. this Agree.ent shall be at an end and the Vendor shall return
the deposit to the Purchaser without interest or deduction. Notwithstlnding the foregoing. if.
at any ti.. during tho. Fir.t Ext.....ion Period. or the SW.equent Ext.....ion Periods, tho OIIB grants
its approvaL of the .aid financing arrang..."ts, the date of closing shall be five (5) days after
receipt by the Vendor and Purch8ser of notice of such approval. If OMI approvaL hIS not been
obtained by tho end of tha SUIi_t Ext.....ion Period., thi. Agr_t shall be .t .n and and
tho Vendor shall r.turn the deposit to the Purcha.er without interest or deducti.... The Purchas.r
covenants and agr... to advite the Vendor IIOI"IthLy as to the statuI of the OMI approval.
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Where this AgreMent requir.s notice to be delivered by one party to the other, such notice shall
be givon in writing and deliVOt'ed .ither _.onally or by pro-paid raghtered po.t or by
telecopier, by the perry wishing to give such notice, or by the solicitor acting for such party,
to tho other party or to the .olicitor acting for tho oth.r p.rty at tha .ddr..... noted her.in,
Such notice shaLL be c:te.ed to have been given, in the Clse of personaL d.L ivery. on the date of
dellVOt'y. and, where given by post. on the third bu.in... day foll...ing tha posting th.reof. and
if sent by tel_ier. the date of deliVOt'Y .hall be daasoed to be the data of transai.solon if
trans_ission occurs prior to 4:00 p... (Toronto tie) on a business day and on the business day
next following the date of trans.1ssion in any other case. It is understood that in the event
of a thrNtened or actual postaL disruption in the postaL service in the postaL area through which
such notic. IlUst be sent, notice aust be given personally as afore..id or by telecopier. in which
case notice shall be ...... to have been given .s set out above.
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The Purch.ser covenants and agree. with the Vendor that, for 8 period of ye8r~~P"'" ~
fr~ cLosing, whenever end so often as (whether or not the Purchaser has subaitted prior offer~
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to the Vendor) the _.., r_lv.. . bani t1do 0"'" (tho 'Dff.,.") to purchue the prop.rty
01' .ny pert _eof. ""1ch the Pur"""..,. it vllllog to _OPt. then the Purchl..,. .hlll give
written not1" of the Oft.,. to the Vendor and the Vendor .hlll hi". the rigllt during the next
thirty (30) bu.1.... cloy. to aleet 1:7 written notice to the Purch.... to r"""rchl.. .uch proporty
for the l....,. of (.) the price poid 1:7 the Purchl..,. to the Vendor under thit Agr_t (on a
proport1on.te bI.I.. If applicable) .nd (b) the pr1" contained in the offer; .nd otherwi.. on
the ter.. contained in the Offer. For the purpose of thh paragraph, -proporttonate basis- lIIeans
. friction which has .. its nuurator the Iree of land. being repurchased end IS its denolltinator
the total ar.. of the property sold to the Purcheset' pursuant to this Agreement.
If tha Vendor doe. 10 eleet. the notice and the Offer .h.ll bI d_ to c:on.titute a binding
.gr.....t of purchue ond ..le be_ the Vendor and the Purchl.er. If.ll or port of the
con.1d..atlon I. c:oopr1.ed of debt or debt .ec:urlty. thon the Vendor .hall be per.ltted to deliver
.i.ilar .eeurlty in. like a-.nt. The Purch...,. agree. to .ccept. Trln"" cont.iniog the within
right of flr.t refu.al. The Vendor .hall be entitled to regi.t.. notica of thl. rlgllt of lir.t
refusal on title to the property and the Purchll.r agr... to execute aU dOcuaentation co permit
such registratton.
At any time prior to ten (10) days before the date of closing,
(as may be extended pursuant to the provisions of Paragraph 6
rif Schedule "B"), the Purchaser shall be entitled to provide
notice to the Vendor that paragraph l(b) of this Agreement
shall be deleted, in which event the entire balance of the
Purchase Price shall become due and payable by a certified
cheque on closing and the provisions relating to O.M.B,
approval of the Vendor take-back financing set out in
Paragraph 6 of Schedule "B" herein shall be deemed to be
deleted,
If the above notice is delivered to the Vendor after March
27, 1991, during the First Extension Period of Subsequent
Extension Periods the parties agree that the date of closing
shall be amended to become the date that is ten (10) days
after delivery of the said notice to the Vendor,
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