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07-32 - Mark G. McDonald, Chief Administrative Officer. READ a third READ a first and second time and finally passed time this 13th this day of November 2007 1 3th day of November 2007 3 2. THAT the said terms and conditions to the said conveyance as described on Schedule "8" are attached hereto and forming part of this by-law. THAT this by-law becomes effective as of October 31 2007 1. THAT the Warden and the Chief Administrative Officer are hereby authorized and directed to sign a Transfer of Property located at 32 Talbot Street, City of St. Thomas, to the Elgin Military Museum Inc., as described on Schedule "A" attached hereto and forming part of this by-law. NOW THEREFORE enacts as follows the MUnicipal Council of the Corporation of the County of Elgin WHEREAS the Corporation of the County of Elgin and the Elgin Military Museum nc. has agreed upon certain terms and conditions to the conveyance. as described in the agreement and attached as Schedule "8". Talbot WHEREAS WHEREAS the Corporation of the County of Elgin owns property located at 32 Street, in the City of St. Thomas. as described on the attached Schedule "A"; and the said property has been declared as surplus to County needs and LOCATED IN THE CITY OF ST. THOMAS TO THE ELGIN MILITARY MUSEUM INC CHIEF ADMINISTRATIVE OFFICER TO SIGN A TRANSFER TO CONVEY LAND BEING A BY-LAW TO AUTHORIZE THE WARDEN AND THE By-Law No. 07-32 COUNTY OF ELGIN Part Lots 1 and 2, South of Talbot Street, West of Pleasant Street and North of Centre Street, Plan 1, City of St. Thomas, recorded as P.I.N. 35228-0011, known municipally as 32 TalbotStreet, City of St. Thomas. DESCRIPTION OF PROPERTY By-Law No. 07-32 SCHEDULE "A" 9 That this Agreement shall respective successors and assigns enure 8 That the Parties agree that upon the reversion of property to the County, for any reason pursuant to the terms of this agreement, any and all other currently existing agreements between the parties in relation to the property and the adjoining property owned by the Museum at 30 Talbot Street, St. Thomas, Ontario shall be deemed to be in full force and effect. to the benefit of and be binding upon the parties hereto and their (a) (b) this agreement and; all other currently existing agreements between the parties in relation to the property and the adjoining property currently owned by the Museum at 30 Talbot Street, St. Thomas, Ontario 7. That upon the termination of this agreement, pursuant to clause and deliver a release of: 1 6. That during the term of this agreement the Museum agrees to transfer the property to the County in the event that the Museum, for any reason, ceases operations or 2 above, the County shall execute 5. That the County may call for the immediate reversion of the property to Museum fails to comply with sections 3 and 4 above. its ownership in the event that the 4. That during the term ofthis agreement the Museum shall maintain the buildings located upon the property in their current condition subject only to any renovation work which the Museum may wish to carry out. 3. That during the term of this agreement the Museum shall maintain a fire insurance policy for the property at its fair market value and shall provide the County with a certificate of confirmation of such insurance policy upon the transfer of the property to the Museum and upon the renewal of such policy from time to time. 2 That this agreement shall terminate upon an earlier date than that established in section 1 above event that the Museum carries out capital improvements upon the property in an amount of $120,000.00 or and provides satisfactory evidence of such improvements to the County. in the more 1 That this agreement shall have a property from the County to the Museum. term of five years commencing from NOWTHERFORE in consideration of the mutual between the Parties hereto as follows the date of the transfer of the covenants and agreements herein contained, AND WHEREAS the Parties wish to establish further terms and conditions regarding the preservation of the property and the possible reversion thereof, to the County, upon the happening of the events set out herein; it is agreed by and WHEREAS the County proposes to transfer, to the Museum, all of its right title and interest in those lands fronting on the south side of Talbot Street, known municipally as 32 Talbot Street, in the City of St. Thomas and County of Elgin and described as Part Lots 1 and 2 South of Talbot Street, West of Pleasant Street, and North of Centre Street, Plan 1, City ofSt. Thomas, recorded as P.I.N. 35228-0011 (the "property"); Hereinafter referred to as the 'Museum" Party of the Second Part THE ELGIN MILITARY MUSEUM INC -AND- Hereinafter referred to as the County" Party of the First Part THE CORPORATION OF THE COUNTY OF ELGIN BETWEEN THIS AGREEMENT MADE By-Law No. 07-32 SCHEDULE"B W Per: THE CORPORATION OF THE COUNTY OF ELGIN Per: .' Name: -::n..';~~e..-l Office: EY-EtAfi\";~ '\)\f\..J::.t..~ We have authority to bind the Corporation Per; Name: Office: ~. /'...- , ".Tn ,c/r..jQr.:1 {.)QO "7i1 /J Ml!l 7'071 ELGIN MILITARY MUSEUM 10. That this Agreement shall be interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. ~V1I' ~ day of IN WITNESS WHEREOF this Agreement has been executed by the parties October, 2007 2 hereto, on this 15.Notwithstanding any terms or conditions outlined in the printed portion herein, any provisions written or typed Offer shall be the true terms and shall supersede the printed portion in respect to the parts affected This Agreement shall be read with all changes or gender or number required by the context. into this thereby l4.Any notice required or permitted to be given in this Agreement shall be in writing and may be sufficiently given by personal service, or by sending same by telex, telegram or facsimile, to the solicitor for the other party at the addresses set out at the end of this agreement. All notices shall be deemed to have been validly and effectively given at the time and date of service where personally served or at the time and date of delivery where left at the solicitor's address or at the time and date of sending when sent by telex, telegram or facsimile. 13. Time shall in all respects be of the essence hereof provided that the time for doing or completing of any matter provided for herein may be extended or abridged by an agreement in writing signed by Vendor and Purchaser or by their respective solicitors who may be specifically authorized in that regard. l2.The Transfer/Deed shall, expense of Vendor. save for the Land Transfer ll.Purchaser shall deliver on completion the prescribed certificate or its statutory declaration that non-resident of Canada. Tax Affidavit, be prepared in registrable form it is not then a at the 10.All buildings on the property and all other things 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 theif'interests may appear and in the event of substantial damage the Purchaser may either terminate this Agreement and have all monies theretofore paid returned without interest or deduction or else take this proceeds of any insurance and complete the purchase. Purchaser shall property except not call for the production of any title deed, abstract, such as are in the possession or control of Vendor. 9 surveyor other evidence of title to Vendor and Purchaser agree that there is no condition, express, or implied, representation or warranty that the future intended use ofthe property by Purchaser is or will be lawful. the 8 Provided that the title to the property is good and free from all encumbrances except to public utilities required for the supply of domestic utility services to the property. 7 for any minor easements Purchaser shall accept a transfer of the subject lands and buildings in an as is basis and further confirm that it has been advised that the main building located on the lands does contain asbestos shall be allowed until 11 :59 p.m. on the 26th day of October, 2007 to examine the title to the property, at his own expense, to satisfy himself that there are no outstanding work orders affecting the property and that the principal building may be insured against fire risk. does hereby Purchaser 6 5 This Agreement shall be completed by no later than 5 :00 p.m. on the 31 st day of October, 2007 or such earlier date as agreed to by the parties. Upon completion, vacant possession ofthe property shall be given. This agreement shall constitute the case may be, until 11 : Offer shall be null and void. an irrevocable offer 59 p.m. on the to sell by the Vendor or to l'urchase by the Purchaser, as 16th day of October, 2007, after which time, if not accepted, this 4 3 No chattels are included in the purchase price. 2 The Purchaser agrees to assume any hot and Vendor agree that all water heater rental contract if assumable. 1 Purchaser existing fixtures are included in the purchase price. AT THE PURCHASE PRICE OF TWO Dollars ($2.00) on the following terms PROPERTY: fronting on the south side of Talbot Street, known municipally as 32 Talbot Street, in the City of St. Thomas and County of Elgin and described as Part Lots 1 and 2 South of Talbot Street, West of Pleasant Street and North of Centre Street, Plan 1, City ofSt. Thomas, recorded as P.I.N. 35228-0011 (the "property") VENDOR, THE CORPORATION OF THE COUNTY OF ELGIN, the following PURCHASER, THE ELGIN MILITARY MUSEUM INC., offers to buy from AGREEMENT OF PURCHASE AND SALE Vendor's Solicitor: Hennessey Gibson Hogan LLP John E. Hogan 99 Edward Street St. Thomas, Ontario N5P 1 Y8 Phone: 633-3310 Fax: 633-9374 Purchaser's Solicitor: Gloin Hall & Shields Mark Shields 12 Pearl Street St. Thomas, Ontario N5P 2P9 Phone: 633:3100 Fax: 633-9362 Per: Name: Office: Per Name: Office: Vvv THE CORPORATION OF THE COUNTY OF ELGIN IN WITNESS whereof I have hereunto set my hand and seal DATED at St. Thomas this 25:#.. day of October, 2007 The undersigned accepts the above offer. Per: Name: Office: ~ ~ ~ ~\llUJ E.'f;.i..~Ui1 \oJ ~ \) \,l\i:.U'QIL Per: .Name: Office () (l 71-1 ELGIN MILITARY MUSEUM IN WITNESS whereof! have hereunto set DATED at St. Thomas this I t71l- my hand and seal day of October, 2007 l7.If this transaction is subject to Goods and Services Tax (G.S.T.) then such G.S.T. shall be in addition to and not included in the Purchase price and G. S. T. shall be collected and remitted in accordance with applicable legislation. If this transaction is not subject to G.S.T., the Vendor agrees to provide on closing to the Purchaser or Purchaser's solicitor a certificate in the form prescribed by the applicable legislation (if so prescribed, or otherwise in a form reasonably satisfactory to the Purchaser or Purchaser's solicitor) certifying that the transaction is not subject to G.S.T. l6.Purchaser acknowledges having inspected the property prior to submitting this Offer and understands that upon Vendor accepting this Offer there shall be a binding Agreement of purchase and sale between Purchaser and Vendor. 2