HomeMy WebLinkAbout12 134 Paddy Walker Heritage Society Loan Forgiveness By-law THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
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BY -LAW
NO. 2012 - 134
BEING A BY -LAW TO ENTER INTO AN AGREEMENT WITH THE PADDY
WALKER HERITAGE SOCIETY
WHEREAS the Municipal Act, 2001 s. 107 authorizes a Municipality to make a
• grant, by way of a loan to any person, group or body for any purpose that the
Council considers being in the interests of the Municipality;
AND WHEREAS pursuant to the said Municipal Act, Section 8 (1) and 9 provide
that the powers of a municipality under this or any other Act shall be interpreted
broadly so as to confer broad authority on the municipality to enable the
municipality to govern its affairs as it considers appropriate and to enhance the
municipality's ability to respond to municipal issues and 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 with the passage of By -law No. 2007 -286 Council entered in to
a loan agreement with the Paddy Walker Heritage Society in the amount of
$100,000.00 to which there is a principal balance owing of $90,000.00;
AND WHEREAS the Council of The Corporation of the Municipality of
Kincardine deems it advisable to forgive the balance of loan, subject to the
condition that it be given a right of first refusal to purchase the property;
• AND WHEREAS Council has approved the forgiveness of the loan by means of
By -law No. 2012 -045, being the 2012 Budget and Taxation By -law;
NOW THEREFORE the Council of The Corporation of the Municipality of
Kincardine ENACTS as follows:
1. That The Corporation of the Municipality of Kincardine enter into an
agreement with the Paddy Walker Heritage Society for the forgiveness of
the balance owing on the loan, attached hereto as Schedule 'A'.
2. That the Mayor and Chief Administrative Officer be authorized and
directed to execute, on behalf of the Council of The Corporation of the
Municipality of Kincardine, the agreement with Paddy Walker Heritage
Society attached hereto as Schedule 'A' and that is form part of the By-
law.
3. That By -law No. 2007 -286 be hereby repealed.
• 4. This by -law shall come into full force and effect upon its final passage.
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Paddy Walker Heritage Society Loan Forgiveness By -law
By -law No. 2012 - 134
• 5. This by -Iaw may be cited as the "Paddy Walker Heritage Society Loan
Forgiveness By- law ".
READ a FIRST and SECOND TIME this 7th day of November, 2012.
or Clerk
READ a THIRD TIME and FINALLY PASSED this 12 day of December, 2012.
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k ayor Clerk
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THIS AGREEMENT made as of the 12' day of December, 2012,
BETWEEN:
THE CORPORATION OF THE MUNICIPALITY OF
KINCARDINE
(hereinafter called the "Municipality")
OF THE FIRST PART
- and -
PADDY WALKER HERITAGE SOCIETY
(hereinafter called the "Society")
OF THE SECOND PART
WHEREAS:
(a) the Society is the legal and beneficial owner of the real property (the "Property") known
municipally as 235 Harbour Street, Kincardine, Ontario and being described as PT LT 1
PL 77 PT 1, 3R7102, KINCARDINE (PIN 33312 - 0011);
(b) The Society is a non - profit charitable corporation formed for the purpose of restoring the
heritage building known as the "Walker House" located on the Property and operating
the "Walker House" as a museum and heritage centre;
(c) Pursuant to a loan agreement dated the 3 day of October, 2007, the Municipality
advanced the sum of $100,000.00 to the Society by way of a non - interest - bearing loan,
which sum was used in the restoration of the Walker House;
(d) The loan was repayable annual installments, the last installment being due on January
31, 2022;
(e) The Society has repaid the sum of $10,000.00 leaving a principal balance owing on the
loan of $90,000.00;
(f) The Municipality has approved the forgiveness of the balance of the loan, subject to the
condition that it be given a right of first refusal to purchase the Property;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the sum of
ONE DOLLAR ($1.00) now paid by each of the parties to the other (the receipt of which is
hereby acknowledged by each party), and the mutual covenants and agreements contained
herein, the parties agree as follows:
1. The Municipality hereby forgives the balance owing on the loan, being the principal sum
of $90,000.00, and releases and forever discharges the Society from all claims and
demands in respect of the said loan and the said loan agreement.
2. The Society agrees that:
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(a) it will continue to support tourism and provide visitors' support services in the
same manner as it now provides; and
(b) it will use its best efforts to maintain and strengthen its partnerships with the
Municipality and other cultural and heritage organizations serving Kincardine.
3. The Society hereby gives a right of first refusal to the Municipality to purchase the
property on the following terms and conditions:
(a) For the purposes of this paragraph, "Offer" shall mean "an offer or an agreement
of purchase and sale to purchase the Property received in good faith by the
Society from any person, firm, or corporation dealing at arm's length with the
Society.
(b) In the event the Society receives an Offer on or before January 31, 2032 which
the Society is prepared to accept, then the Society shall, before accepting the
Offer deliver to the Municipality notice in writing of the Society's intention to sell
the Property on the date set out in the Offer ( "herein referred to as the
"Completion Date ") accompanied by a copy of the Offer.
The Society in considering disposal of the Walker House shall at all times be
cognizant of the property's designation under the Ontario Heritage Act and the
Society's own Letters Patent and therefore that any transfer or disposition of said
property by the Society shall only be to individuals, groups, or corporations
committed to ensuring that the Walker House remain a cultural heritage landmark
in the Municipality.
(c) The Municipality, upon receiving this notice shall have thirty (30) days from the
date it receives the notice to deliver an agreement of purchase and sale (herein
referred to as an "Intent to Buy") to the Society wherein the Municipality agrees to
purchase the Property from the Society on the following terms and conditions:
(i) the price shall be the same price as is contained in the Offer less the sum
of $90,000.00;
(ii) the completion date shall be a date that is not more than thirty (30) days
following the Completion Date set out in the Offer
(iii) the Society shall covenant to use its best efforts for the period of 6
months following the closing of the transaction to assist the Municipality in
taking over the operation of the "Walker House" as a museum and
heritage centre;
(iv) the Municipality agrees that in exercising their option to purchase they
shall do so with the express intent of ensuring that the Walker House
remains as a cultural heritage landmark in the Municipality and that any
further transfer or disposition of said property by the Municipality shall
only be to individuals, groups, or corporations committed to ensuring that
the Walker House remain a cultural heritage landmark;
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(v) the remaining terms and conditions shall be the same terms and
conditions as are contained in the Offer;
and the Society shall execute such Intent to Buy so as to signify the Society's
acceptance of the Intent to Buy.
(d) If the Municipality does not deliver an Intent to Buy within thirty (30) days after
receiving the notice from the Society, then the Society may accept the Offer and
sell the Property at the price and in accordance with the terms and conditions
contained in the Offer.
(e) Any transaction between the Society and the Municipality effected pursuant to
the provisions of this Paragraph shall be completed pursuant to the terms of the
Intent to Buy.
4. This Agreement shall enure to the benefit of and shall be binding upon the respective
successors and assigns of the parties hereto.
IN WITNESS WHEREOF the parties hereto have executed this Agreement.
SIGNED, SEALED and DELIVERED ) The Corporation of the Municipality of
in the presence of ) Kincardine
0
) per.S �--
) Mayor - Larrtat, emer
per: 1 j i
) CAO - Murray Clarke
)
) We have the authority to bind the
) Corporation
)
)
) Paddy W. er Heritage Society
) per: yas . '
) Vice-"t - Haight
per:
) Secretary - Marilyn Clarke
We have the authority to bind the
Corporation