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90-4 COUNTY OF ELGIN By-Law No. 90-4 "BEING A BY-LAW TO ACCEPT AN AGREEMENT OF PURCHASE AND SALE FOR A PORTION OF LOT 3. CONCESSION 6 . TOWNSHIP OF YARMOUTH." WHEREAS the Council of the Corporation of the County of Elgin has determined that a portion of its property north of Karen Street and west of Highway #4 is surplus to its requirements; and WHEREAS the Council has received an offer to purchase in the form entitled "Agreement of Purchase and Sale" from Family and Children's Services of St, Thomas & Elgin incorporated as the Children's Aid Society of the City of St. Thomas and the County of Elgin, wherein the sum of $51,000.00 and $68,000.00 respectively is being offered for the said lands, referred to herein, upon terms and conditions contained in the said offer, a copy of which is annexed hereto and marked Schedules IIAII and liB II. NOW THEREFORE the Municipal Council of the Corporation of the County of Elgin enacts as follows: 1. That the County of Elgin accept the offer to purchase submitted by Family and Children's Serv ices of St. Thomas & Elgin for the sum of $51,000.00 or alternately $68,000.00, upon the terms and conditions as contained in the agreement of purchase and sale annexed hereto and marked Schedules IIAII and IIBII . 2. That the Warden and the Clerk be authorized to execute the said Agreement of Purchase and Sale under the Seal of the Corporation. 3. That the Warden and the Clerk, upon direction of the Property and Agricultural Committee of Council be and they are hereby authorized to execute such other documents and/or documents required to give effect to this By-Law and the sale referred to herein and such other documents as counsel for the Corporation may advise. READ a first time this 17th day of January, 1990. READ a second time this 17th day of January, 1990. READ a third time and finally passed this 17th day of January 1990 ~~ >4-.-./ ~ G. C. Leverton M Clerk. to 'urdlunr (@ffrr Umlted NI!:I;v~omct IUd GUbcl rorm It<IÓ90 (2!RS AGREEMENT OF PURCHASE AND SALE THOMAS & ELGIN INCORPORATED I\S TIlE St. Thomas & The County of EIg in as Purchaser), having inspected the properly. helchy FAMILY AND CHILDREN'S SERVICES. OF ST. CHILDREN'S AID sOtIETY OF THE City of City or St. Thomas !!IX'll¡ { of the COUNTY OF ELGIN TilE THE CORPORATION OF ngree 10 and wi Vcr s VCIHlor I, Agel No througl Drive Sunset #4 ighway H side of West the Singular-the premiscs on AI to purchase RrN!!<'><'!<t Yarmouth I Township he ill '!'!Ot'j/'JIJI: described herein as '1'!",)<!!dr~MX;1t'X 00.. o<or ; ¡>,..,." K ~d< HI :Ii"""'Ig/K<}( y Regisl for the OfTicc y Land Regis the " regislerc and ,i!f<X\I!I1I\! :I6JI'HiKN«X XMJI!I\I. propt' he "rc callc( hClci 11 No Elgin Divi~ion of Jt lONJtt; ~ 000.00 Jolla,s 1$1, 000.00 A:~rcemcnt and 10 he Cl'cdlll' cheque upon $51 )ollms THOUSAND------------------- held in Irllst tcrminnlion of this ~ pay certified FIFTY-ONE THOU5AND-----------______________--- pending completion or olher the balance by w money of Canada; pnyable -c:,:~h-" ONE c Icq e the sa..! ~/Vendor on this dale :IS a deposit to be accollnt of the purchase, price on closing, and agree ice of , I the , , on ( the usual adjustments Agreement The Vendor represents that as at the date of acceptance hereof the Vendor has not received from any municipal or other governmentAl nulhority nuy deITeieney nuliee or work order n feeling the renl property pUIsunnt to whieh nny deITeieneies nle lequired to be remedied or any demolition, repairs or replacements are required to be carried out. If the Vendor receive~' any such ddiciency notice or work order ufter the dAte of acceptAnce hereof, the Vendor shall forthwith produce tIIome (0 the Purchaser for ¡m¡pection. If by the dAte of closing Ihe Vendnr hntll not either (a) complied with such deficiency notice or work order, or (b) settled with the Purclmser any question of an abatement of the purchase price arising out of such deficiency notice or work order, the Purchaser may at his option either (a) accept the real property stlbjcct to such deficiency notice or work order or (b) terminate this Agreement. In the event of termination as aforesaid, all moneys paid hereunder shall be returned to the Purchaser without interest or deductions. of this form part " B to " subject and " A " closing Schedules ~1re..poIIS< ..,~!II.. \1...<101> .h.l~ ""o",nI.&o-thi. A!!foemonl....ad-shall_1~r.o-to """""01-10 tho ~r.""""ûoo .e';deoced- br-tbo_deed-œ ~r.,,,,fer_ I 1nor Vcm he hy y he removed which .:J@- Hm(")'-;+fofln-y The pl1l'chasc pricc herein sUall include Ihe (ollowing, (ree and clear 01 cl1cumbr:mce<; All fixlure<;. which shall remain nffixed 10 the real property. exccpt Ihe (ollowing: fixlures dosing: N/A following: chatlels re owned by Ihe Vendor of whicl , N/A "he <¡ 89 deduct 0" 'he 30th IIy"rDecember and the deposit returned to the Purchaser without 11.59' and void tlnl hem hy Ihe Purchnse this OlTersh:1 s Offers!" be irrcvocahlc which lime. if nol Hccepted, I or Provided the title Is good and free from all encumbrances, except as aforesaid, and except local rates, and except as to Rny registered restrictions or covenants that run with the land provided that 8uch are cOn1þlied with, and except for any minor easements for hydro, gas, telephone or like services. Purchaser to accept the real property subject to municipal and olher governmental requirements. including building Rnd zoning by-laws, regulations and orders, provided the same have been complied with. Vendor agrees to authorize municipal and other governmental authorities to release unto the Purchaser or his solicitor any information on file pertaining to such requiremenls. ¡nteres fie The Purchaser to be allowed 300 days from the date of acceptance hereof to investigate the title at his own expense, and to satisfy him5clf that there is no breach of municipal or óther governmental requirements affecting the real property. and that its present use may be lawfully continued. If within the time allowed for examining title, the Purchaser shall furnish the Vendor in writing with any valid objection (0 litle, or 10 nny breach of municipal or other @:overnmental requirements, or as to thc fact that the present use may not lawfully be continued. which the Vendor shall be unable or unwilling to remove, remedy or satisfy and which the Purchaser will not waive. this Agreement shall, notwithstanding any intermediate acts or negotiations, be null and void and the deposit money returned to the Purchaser, without interest or deductions and the Vendor and the Agent shall not be liable for any costs or damages. Save as to any valid objection so made within stich time, the Purchaser shall be conclusively deemed to have accepted the Vendor's title to the real property. SIGN In the prescnce D, SEALED AND DELIVERED 01: have hereunto set The /}1". ,. -........ 1'-ýJ, ¿~~ ~~ '~t1T í..tV/17l()e..J ..<....L-<....~ Vendor or Vendor', Spouse e.~~K Affix Sea and !ical Corporation of the County of Affix Seal Elgin N WITNESS WHEREOF ha"d )ATED at Yarmouth , /"rl IY of V-? N« 11 /l 't 9 <10. ANP-I, Agreement- and Agree -kK:emffiHo the trMmtetron evidenced-by the' dttd-or tram:feï.' have hereunto set hand and seal Family and Children's Services of st. Thomas & Elgin Incorporated as The Children's Aid Society of The City of st. Thomas. & TheCoonty of EIgilMffix Seal $¡(~ ,"",-, :-spotJ~ "Ohhe-said¥ endat ;1œreby'"tffimenrm Thn The Vendor -II-We, hcreby accept the ..hove offer. and covenant. promise and agree 10 :md wit he atJovc-nml1cd Purchaser to duly carry out on the terms and conditions above mentioned. and hereby accept the deposit of $1,000.00 mJt.g.f'..:y¡ßÎeh...lfle-agCil!--- hOf6\1)1-a.u4h.g~d-t9 <FeC-ain- - - - - - - çOlmnÛ""Gt1..()t. - - - - - - ~~ ~,"I-of. ..n-atneHffl. t>qtIaJ ~ke--af,ð'\Ie- mentio1ted-~1e 1'r-ttt.-C""Ommßmm -- I'ajlable-e'" y.if, ø<-arid-Whon-IFoØ",oIiøn-i..c-e.."'ej"'¡. samc £. /n, Purcl1ast'r Ie SIGNED, ,,, 1C 1rco;encc SEALED AN of: D DELIVERED Ani x Sea N WITNESS WI/EREOF DATED at st Thomas this 15th day 01 November 989 , Offer and , acceptance (0 Þe read with al changes of gender or number required by the context ~ach Any lender of documents whom tender is desired, and it party to pay the costs of registration and taxes on his own documents. ay 'C made IIpon lI1e Vendor or Purchaser or a cheque certified by a clu:rlercd bank or trust 'pon the solicitor acting for lilt party on company be tendered inslead of cash. or money Ilereunder shall be sufficient that It is a.l,!recd Ihnt there is no rC 1rcscnlntion. warranty. collateral supported hereby other than as expressed herein in writing. l'his Offer. when accepted. Agreement agreemcnt or condition affecting is Agreclttcn' or he rea property or Vendor further agrees meaning of Section 116 of of property by a non-resident shal to produce evidence that he is not nów and that on closing he will not be a non-resident of Canada within the the Income Tax Act, or, in the alternative, evidence that the provisions of said Section 116 regarding disposition person have bE:en complied with at ot before closing. constitute a hinding contract of purchase and s:de, and "e in a respects shall be of ;1e essence of , The Vendor represents and warmnts that no COMent to th~8 transaction Is required purøuant to section 21(1) of the Family law Act, J9R6 unless the Vendor's spouge has executed this agreement to consent théreto. and that t.he 'Iransfer/l)eed shall contain R statement. by the Vendor as required by subsection (3) of section 21 ór the .pouse ot the Vendor shall execute the Transfer/Deed to consent thereto. The Vendor represents and warrants to the Purch8.Rer thai the buildings on the property have not been, and will not be 01. the dnt,e of completion. Insulated with urea formaldehyde foam Insulation, 1'hls warrant.y shal1 survive the completion of tills transaction, The deed or transfer shall contain the statement of the Vendor and the Vendor's soncltor referred to In section 49 (211\) of the Plnn~ nlng Act. 1983 A8 amended. rovided '131 is Agreement shall be effective only Tax Affidavit, to be prepared at the expense of the Vendor in a form acceptable to' the Pl1rehasel' shall be prepared at the expense of the Purchaser in a form acceptable to the Vendor. 1 lé provisions of Seclion 4 9 of (he Planning Act, as amended, are complied wilh and Unearncd nre insurnncc "Ircmillms. fuel. xes, interesl. renlnls, anti all Inca I dp:11 irn 'l'Ovcmcnls to hc a,.,,.,urtioncd and allowed to the dale of complelion of Provided I'urch:.ser mav elect nut I08CCCpt assip:nOlcnt of nre insurnnce in which The deed or transfer, save (or Land Transfer if a mortgage or charge is to be given back, it improvcmcnt nnd water rates I other charges loJ' I sale (the day itself to he apporlioned to the Pmchns(' case no adjustmenl for insllnll1cc premiums. Until completion of sale all buildings and equipment on the real property shall be and remain at the risk of the Vendor, and HIe Vendor will hold all policies of insurance effected on the property and the proceeds thereof in trust for the parties hereto, as their interesH may appear. In the event of damage to the said buildings and equipment before the completion of this trans{lction, the Purchaser shall have the right to elect to take such proceeds and complete the purchase, or cnncel this Agreement, whereupon the PUI'chaser shall be entitled to the relurn, withont interest or deduction, of all moneys theretofore paid on account of this purchase. Vendor agrees to furnish I·urchaser with copies of edsting fire insurance policies within seven days of the date of acceptance hereof. h¡~ Agreement shall be completed on or before Ihe 1 s t pos~es!'iion of the real property shall be given to the Purchaser unless day"f December olherwise provided for herein. The Purchaser shall nol call for the production of any possession or control of Ihe Vendor. The Vendor agrees that 10 Ihe last tiny allowed for examining tille. Nt>wl!mne :uul Giltler Fhrm Lhom (HI/R6) Imltcd Ie Ie deed. will deliver 990 abstract, surveyor other evidence of Ie except sllch 115 are in IIH,' :my existing survey to the Purchl1ser so soon as possible :u1(1 prior rdU1!,;(' I':I~" 2 on which r., dntc vncant t.o A 1. The lands which are the subject matter of this transaction shall be used by the Purchaser for the erection of a building by the Children's Aid Society of the City of St. Thomas and the County of Elgin. If construction of such building upon the said lands has not been commenced by December 31st, 1992, the Vendor may, at its option, give notice to the Purchaser that is electing to re-purchase the said lands for the same purchase price as has been paid by the Purchaser, The Ðlosing date for such re- purchase shall be 30 days after the date upon which notice has been received by the Purchaser SCHEDULE Agreement shall be the sketches com- 2. The lands which are the subject of this those described as Site 1 and marked in red on prising Schedule "B". However, unless the Vendor has notified the Purchaser that the Elgin County Railway Museum Inc. has elected to exercise its option to purchase the lands described as Railway Museum Site and marked in green on the sketches comprising Schedule "B" on or before 11:59 PM on the 30th day ot April, 1990, the lands which are the subject matter of this Agreement shall automatically be deemed to be those described as Site 2 and marked in blue on the sketches comprising Schedule "B" 3. If ~he lands which are the sUbject of this Agreement are deemed to be those described as Site 2 and marked in blue on the sketches comprising Schedule "B", the purchase price shall be in- creased to Sixty-Eight Thousand ----- ($68,000.00) ----- Dollars 4 It is intended that the the lands described as Site 1 shall consist of a minimum of 1.5 acres. It is intended that the the lands described as Site 2 shall consist of a minimum of 2.0 acres. If a proper survey of either parcel of land discloses that the acreage is less than the minimum aforesaid, then subject to any other rights of the Purchaser set out below, the purchase price shall be adjusted downward on a pro-rata basis. If the said survey of either parcel ot land discloses that the acreage is more than the minimum aforesaid, then the purchase price shall be adjusted upward on a pro-rata basis 5 In the event that the Ministry of Transportation and Com- munication refuses to grant access to the subject lands from Highway # 4 (Sunset Drive), the '\rendor agrees that, as part of the consideration for this Agreement, it will grant to the Pur- chaser a permanent easement of a width of Thirty-three (33') Feet which shall extend from the ~ortherly limit of Karen Street to the Southerly limit of the subject lands. The Purchaser shall , , assume sole responsibility for the maintenance of the said ease- ment. 6. Any amount or amounts heretofore or hereafter paid to the Vendor as a Deposi t shall be credited to the Purchaser or in- cluded as an adjustment to the purchase price otherwise payable on closing 1. Any notice required or desired to be given hereunder shall be in writing and ,may be given either by personally delivering the same or by sending the same by registered mail, postage prepaid, to the Vendor or the Purchaser as the case may be, at their respective Elddresses set out herein. Any notice so delivered shall be conclusively deemed given when personally delivered any notice so mailed shall be conclusively deemed given on ths 3rd business day followihg the day of mailing, provided that in the event of a known disruption of postal service, notice shall be given by personal delivery only. Any address for notice herein referred to may be changed by notice in writing given pur- suant hereto 8. The Vendor covenants and agrees with the Purchaser to do nothing to encumber the subject lands after the execution of this Agreement 11. Notwithstanding anything contained herein. if any person, body or corporation having jurisdiction shall impose any condi- tion on the giving of any consent, approval or permit required to 10. All conditions contained herein are for the benefit of the Purchaser and all or any ot them may be waived by the Purchaser at its option at any time within the time periods set out below Confirmation of approval of Municipal grants from the Corporation of the city of st. Thomas and The Corpora- tion of the county ot Elgin Ie Confirmation that the elOil conditions on the subject lands are adequate to support the structures for the proposed project on standard concrete foundations and footings at normal excavation depths at all locations proposed by the Purchaser. and to support all internal roadway!,!. parking arèas and greén bel t areas as con- templated for the project. and. in addition. that the water table is satisfactory to the Purchaser ( j ) Subject lands containing sufficient usable and suitable acreage to allow feu:" the development of the con- templated building project, including the accompanying septic waste disposal system. well facilities and park- ing accommodation. ( i Obtaining approvals satisfactory to the Purchaser from all relevant {tovernmeht authorities or utilities, in- cludin{t but not limited to. Union Gas Limited, ontario Hydro. Ministry of Transportation a Communication. etc. : h) The Ministry of Community a Social Services approving the purchase of the subject lands and all drawings. specifications and development plans relating to the building project and the said Ministry issuing ari un- dertakin{t to insure the financing of the project and providin{t a further commitment to provide subsidies and assistance to the Purchaser ' g ) The mortgage financing required for the building project being secured on terms and conditions all of which are satisfactory to the Purchaser and in accor- dance with the provisions of the Ministry of Community a Social Services f Properly authorized building permits being issued by the TOWNSHIP OF YARMOUTH. for the construction of the building project contemplated by the Purchaser e The site plan proposed by the Purchaser receiving all necessary approvals and the Purchaser or its assigns entering into a Development Agreement (if necessary) wi th the TOWNSHIP OF YAnMoUTH the terms of which are satisfactory to the Purchaser d The Purchaser obtaining satisfactory evidence that the subject lands are properly zoned for the building project contemplated by the Purchaser c Any easements currently affecting the subject lands, or subsequently required to be given, being satisfactory to the Purchaser: ( b Obtaining approval of the appraisals of the subject lands by the Ministry of Community & Social Services for the Province of Ontario 9 a This Offer is conditional upon the following satisfy any condition in this Agreement, or shall impose any con- dition on the development of the property in the manner proposed by the Purchaser, and such condition is not acceptable to the Purchaser, either because such condition imposes an obligation on the Purchaser which the Purchaser does not reasonably wish to ac- cept, or otherwise, then this· Agreement shall, notwithstanding any intervening events, acts, negotiations or representations, at the option of the Purchaser, be at end and all deposit monies returned. 12. The parties hereto acknowledge and agree that all conditions contained herein mUst be satisfied or waived on or before the 1st day of November, 1990, failing which this Offer shall become null and void and the Purchaser's deposit: shall be returned in full, without deduction. Notwithstanding the foregoing, the Vendor agrees that. in case the conditions herein have not been satisfied or completed for any reason by the aforesaid date, the Purchaser may obtain an extension of time for the satisfaction of the conditions for an additional period of up to 60 days from the said date by requesting an extension from the Vendor in writing, and the Vendor agrees that upon delivery of such notice in writ- ing. the period for satisfaction of these conditions shall be ex- tended automatically. The parties hereto agree that during any such extension, all other terms and conditions of the Agreement of Purchase and Sale shall remain in full force and effect save and except this provision tor extension 13. The Vendor agrees that should the time for satisfaction of the conditions be extended as provided above, the closing date shall automatically be extended for an additional 60 days. Should such an extension caUse the closing date to fall on a date on which the land Registry Office is closed, then the closing date shall be ne~t day following on which the Registry Office is open. 14, The Vendor authorizes the Purchaser to enter upon the sub- ject lands to conduct such soil and other tests and inspections as the Purchaser may deem necessary, provided that the lands are restored to their original condition, if required, and that there is no expense to the Vendor in carrying out such tests and in- spection. 15. All applications and all permits shall be applied for by the Purchaser at its own expense. The Vendor hereby agrees to provide full co-operation and assistance with respect to all necessary applications 16. The Vendor hereby agrees to discharge any outstanding mortgages or other encumbrances not to be assumed hereunder. at its own expense on or before closing. 11. At the Purchaser's option, the closing date may be moved up by notice in writing delivered to the Vendor and such new closing date will be the 15th day next following the receipt of such notice provided that should the new closing date fall on a date on which the Land Registry Office is closed, the new closing date shall be the next day following on which the Registry Office is open 18. All covenants', agreements and warranties contained herein shall survive closing and shall not merge on the completion of the transaction contemplated hereby. -------------------------------------_________________NNNNNHNNNNN C II N II ) 1 II N NlITIONlIl., R II 1 I., W II Y S J.: " , G"r1J\Y N 0 . " , ., .;, 9.93' ^ . . . . . I' 1\ R " 6 r II R " 5 ~ G Rf.\ILWllY " II R 'I' 1 ~ MIA. SE:u,,", SIT"fE" \ 0 . m.._.. "___.,_.,,,..~~.~..._.,,".. ..~_, ".-.... ··-"-'r'·_ "J " un. ..,-',.." ,--..-. .~.~.~.........--,,-- ro '" ... G \D <\. r-, . ~ 0 .'- , \, i X ".... "~_"'",,,~,,,,,._,,,-.,, ,_...,~,,_~.., 'e","'_ . .~":~ ..... .,..~.~-,,,..-.. . , ~~ .... ........ . ...·_·1...~ ....n~'~ "".'. -,. ,-,. -:-'.:' ;:: "; ~.": '<"-:'~4f k 159.50' * ell, 392.65' N ] 15' II" E ~ C 1\ N 1\ Il t 1\ N N1\'l'IONl\t R l\ t t, W l\ Y S. ~ r.1 ~ ..: t<: F-< r.1 r.1 ~ F-< tIJ ~ ~ x, k 1 59.50 \. ;138. ,!S ' 2 S,TE G \. )L' - k 159.50' * ell. 392.65 N 1 15' II" r. C II N II ) .r II N N 1\ '(' ION l\ (, R II 1 r. W II Y S J.: ~ ' C! " 1 G " ~4f.9J' N 0 " 106.0 . '_H' ;i ^ . '1 ì P 1\ R 'I' 6 I' II R , 5 ~, ~ * ell, 392.65' N 1 45' 11" F. - ro HI ... \D r-, o I' J\ R 'J' " , IX) (01) 'J 0 ~ ~ G \') <\. ~ ~ rd ~ ...: t<: ~ F-< r.1 r.1 r>: e.. tIJ I' II Ii " 6 I' A R " 5 SITE 1 - ex: '" ... \D r-1 o , , ~ ¡"J t¡ ¡'ì '!\! ~ ,f: ~t! P II R 'I' ~'" '11 .J'¡ :; \ ;. h~'r.1~,,,,,,;.,,,.""~,,",'F.,,,,,,,;~,~~~Q,w.:-~-pt1r ','~ G J.: ^ 106 f!II!!!P. ,~'1 "" " 1 G II W J\ Y 349.93 N 0 " H£O!Ar..E: 8 ~ /' 0'\ o .0. . (~ ~ !:'I r.1 ~ ..: t<: F-< rd rd ~ F-< tIJ "