THE CORPORATION OF THE TOWNSHIP OF TERRACE BAY. BY-LAWNO. i!l

Transcription

1 THE CORPORATION OF THE TOWNSHIP OF TERRACE BAY BY-LAWNO. i!l A by-law to Authorize the Corporation of the Township of Terrace Bay to Enter into an Agreement with Web Press (Thunder Bay Ltd. For the Purchase of Property located at 25 Simcoe Plaza Terrace Bay, ON The Council of the Corporation of the Township of Terrace Bay ENACTS AS FOLLOWS: 1. The Corporation of the Township of Terrace Bay is hereby authorized to enter into an agreement in the form attached hereto as Schedule "P,:' with Web Press (Thunder Bay Ltd. for the purchase of property located at 25 Simcoe Plaza, Terrace Bay, ON. 2. The Mayor and Chief Administrative Officer/Clerk shall sign the agreement on behalf of the Corporation and the seal of the Corporation shall be affixed to it. 3. The Chief Administrative Officer/Clerk is hereby authorized to do such things as are required under the agreement. 4. This bylaw repeals any other bylaws regarding the purchasing of said property. 5. This bylaw comes into force upon adoption by Council of the Corporation of the Township of Terrace Bay. READ A FIRST, SECOND AND THIRD TIME AND FINALLY PASSED THIS 8TH DAY OF JUNE, Mayor ~ C:by-laws\Agreement with Web Press (Thunder Bay Ltd., 25 Simcoe Plaza

2 08 Jun :14AM WEB PRESS p. 1 AGREEMENT OF PURCHASE AND SALE (FOR USE IN THE PROVINCE OF ONTARIO BUYER: Web Press (Thunder Bay Ltd. - and- SELLER: The Corporation of the Township of Terrace Bay The Buyer having inspected the property hereby agrees to and with the Seller to purchase: REAL PROPERTY Address: 13 Simcoe Plaza,n Teranet, Terrace Bay, ON, municipally addressed as 25 Simcoe Plaza Being Parcel Thunder Bay Freehold being Lot 296 Plan M121 and Parts of Lots 295 and 297 Plan M121 designated as Part 2 Plan 55R-4419 Townshjp of Terrace Bay District of Thunder Bay described in PIN Register registered in the Land Titles Office at Thunder Bay. Roll No PURCHASE PRICE: Nine Thousand ($9, DOLLARS. DEPOSIT: Buyer submits herewith five-hundred dollars ($ by cash or certified cheque to the said Seller/Seller's Solicitor this date as a deposit to be held in trust pending completion or other termination of this Agreement, and to be credited on account of purchase money on closing, and covenant, promise and agree to pay the balance of the purchase price by cash or certified cheque to the Seller/Seller's solicitor on the date of closing, subject to the usual adjustments. CONDITIONS: This Agreement is conditional upon: nil The Buyers acknowledge that the Sprinkler System serves the subject building as well as an adjacent building and that the trunk feed for the system is located in the basement of the adjacent building. Buy~rs further acknowledge that an access/operation agreement with respect to the Sprinkler System may have to be negotiated with the owner of the adjacent building. 1. FIXTURES EXCLUDED: All fixtures shall remain with the Property except those subject to rental and conditional sales contracts set out in paragraph 3 and except: NIA 2. CHATTELS INCLUDED: The following chattels, the property of the S.eller, shall be included in this sale for the price above-mentioned: All chattels situate on and in the property as of the date of inspection by the Buyers are included in the Purchase Price. 3. RENTAUCONDITIONAL SALES ITEMS: The following equipment is either rented or subject to a conditional sales contract where-title will not vest in the Seller until the full conditional sales price has been paid. Such items are not included in the Purchase Price. The Buyer agrees to assume such rental or conditional sales contracts, if assumable. NIA 4. IRREVOCABILITY: This Offer shall be irrevocable by the Seller until 5:00 p.m. on the fth day of June, 2017, after which time, if not accepted, this Offer shall be null and void and the Seller shall return the deposit to the Buyer immediately without interest or deduction. 5. COMPLETION DATE: This Agreement shall be completed on or before 5:00 p.m. on thel~~h day of June, 2017, on which date vacant possession of the Property is to be given to the Buyer unless otherwise provided for herein. 6. AUTHORITY TO SELL: The Seller has appropriate authority to sell the property pursuant to the Municipal Act, 2001, SO 2001, c25 and the Township's Land Sales By-law No , as amended. 7. TITLE SEARCH: The Buyer to be allowed until 5:00 p.m. on the-ll,thday of June, 2017, to examine the title to the property at his own expense and if within that time he shall furnish the Seller in writing with any valid objection to th_e title, or to any outstanding Municipal work orders or deficiency notices affecting the Property, or non-compliance with zoning by-laws or that the present or intended use as expressed herein of the Property may not be lawful, or that the buildings on the Property may not be insured against risk of fire, which the Seller is unable to remove or correct. and which the Buyer will not waive, this Agreement shall, notwithstanding any intermediate acts or negotiations, be null and void and the Seller shall immediately refund the deposit money to the Buyer without interest or deduction, and the Seller shall not be liable for any costs or damages. Save as to any valid objection so made within such time, the Buyer shall be conclusively deemed to have accepted the Seller'_s title to the Property. 8. INSPECTION: The Buyer acknowledges having had the opportunity to inspect the property prior to submitting this Offer and understands that upon acceptance of this Offer by the Seller, there shall be a binding Agreement of Purchase and Sale between the Buyer and the Seller. The Buyers further acknowledge that they are buying the property in an as Is" where is" condition.

3 08 Jun 201? 11:14AM WEB PRESS? p TITLE: PROVIDED the title is good and free from all registered restrictions, charges, liens and encumbrances, except as otheiwise specifically provided in this Agreement and save and except for {a any registered restrictions or covenants that run with the land provided 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 posted 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 6 any valid objection to title or to any outstanding work order or deficiency notice, or that the principal building may not be insured against risk of fire is made in writing to the Seller, or the Sellers solicitor, and which the Seller is unable to remove, remedy or satisfy or obtain insurance save and except against risk of ffre in favour of the Buyer and any mortgagee (with all related costs at the expense of the Seller and which the Buyer 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 returned without interest or deduction and the Seller shall not be liable for any costs or damages. The Purchaser is not to call for the production of any title deed, abstract of title, survey, proof or evidence of title, other than those in Vendor's possession or under his control. If a discharge of any charge/mortgage held by a corporation incorporated pursuant to the Loan Companies Act (Canada, Chartered Bank, Trust Company, Credit Union, Caisse Populaire or Insurance Company and which is not to be assumed by the Buyer on completion is not available in reglsterable form on completion, the Buyer agrees to accept the Seller's lawyers pe.r sonal undertaking to obtain, out of the closing funds, a discharge in registerable form and to register same on title within a reasonable time after completion, provided that on or before completion the Seller shall provide to the Buyer a mortgage statement prepared by the mortgagee setting ciut the balance required to obtain the discharge, together with a direction executed by the Seller directing payment to the mortgagee of the amount required to obtain tt,e discharge out of the balance due on completion. Save as to any valid objections made by such day and except for any objection going to the root of tiue, the Buyer shall be conc1usively deemed to have accepted the Seller's title to the property. 10. ZONING: The Seller covenants and agrees with the Buyer to submit an application for a zoning Amendment to the existing by-law to permit the use of Printing and Publishing on the property described herein and to expedite such application including proceeding to the Ontario Municipal Board for approval if necessary, all at the expense of the of the Seller. The Seller agrees to have the Buyer's lawyer review the application prior to submission. Such zoning by-law shall be amended if necessary to permit the existing land and building described herein to be in compliance with the by-law and the proposed use. 11. COVENANT TO CARRY ON BUSINESS: The Buyer covenants to complete renovations for the purposes of Its business and begin to carry on business on the property by not later than the two years from the Completion Date, or a time as mutually agreed upon in writing and signed by the Seller and the Buyer or their respective solicitors who may be specifically authorized in that regard, and if the Buyer should be in default for reasons not beyond its control, the Buyer shall re-convey the lands to the Seller for the purchase price in this agreement without interest. The covenant shall be contained in the transfer and in any subsequent transfers and in any event this covenant shall survive closing. Upon the Buyer complying with the covenant, the Seller agrees to fa rthwith have prepared and registered its expense a removal of the covenant from the register at the Land titles Office in form and substance acceptable to Buyer. The Parties hereby agree to sign any further documents reasonable required on terms acceptable to their lawyers to give effect to this provision. at 12. RIGHT TO ASSIGN - SELLER'S CONSENT: The Buyer covenants and agrees that the Buyer will in no way directly or indirectly assign, rent, lease, convey. list or in any way advertise for sale, sefl, or otherwise transfer the Buyer's rights under this Agreement prior to completion to any other person without the express written consent of the Seller. Such consent may be granted or withheld at the Seller's sole option. 13. PRIVACY WAIVER: The Seller hereby consents to the municipality releasing to the Buyer details of all outstanding Municipal work orders or deficiency notices affecting the Property. 14. FREEDOM OF INFORMATION: Seller hereby authorizes all relevant governmental, utility and other agencies to permit the Buyer to perform the off-title searches reasonably necessary for this transaction, including the City of Thunder Bay Fire Department, the Ontario Fire Marshall and Technical Standards Safety Authority. 15. PIPEDA: The Parties acknowledge that personal information will be gathered during the ordinary course of preparing to complete the within transaction. Such information will be gathered and retained pursuant to the Personal Information Protection and Electronic Documents Act and such policies as developed by the Parties' respective solicitors, which policy for Weilers may be found at The Parties hereby agree to the collection of such personal information and the use for which it is collected and applied. 16. INSURANCE: All buildings on the property and all other things being purchased shall remain until completion at the risk of the Seller. Pending completion, the Seller shall hold all insurance policies, if any, and the proceeds thereof in trust for the parties as their interest may appear and in the event of substantial damage, the Buyer may either terminate this Agreement and have all monies paid by him to the Seller returned without interest or deduction or else take the proceeds of any insurance and complete the purchase. No insurance shall be transferred on completion. If the Seller is taking back a charge/mortgage,

4 08 Jun :14AM WEB PRESS p.3 3 or if the Buyer is assuming a charge/mortgage, the Buyer shall supply the Seller with reasonable evidence of adequate insurance to protect the Seller's or other mortgagee's interest on completion. 17. ADJUSTMENTS: Any rents, mortgage interest, realty taxes, education taxes, local roads board taxes, local improvement rates, unmetred public or private utility charges, unmetred cost of fuel, as applicable shall be apportioned and allowed to the date of completion, the day of completion itself to be apportioned to the Buyer. 18. DOCUMENT PREPARATION: The Transfer/Deed shall, save for the Land Transfer Tax Affidavit, be prepared in registerable form at the expense of the Seller and any charge/mortgage to be given back by the Buyer to the Seller, in a form acceptable to the Buyer's solicitor, at the expense of the Buyer. If requested by the Buyer, the Seller covenants that the Transfer/Deed to be.delivered on completion shall contain the signed statements contemplated by Sect.ion 50(22 of the Planning Act, R.S.O PLANNING ACT COMPLIANCE: This Agreement shall be effective to create an interest in the real property onty if the Seller complies with the subdivision control provisions of the Planning Act by the completion date of this transaction and the Seller covenants to proceed diligently at his expense, to obtain any necessary consent by the completion date. 20. RESIDENCY: The Buyer shall be credited towards the purchase price-with the amount, if any, necessary for the Buyer to pay to the Minister of National Revenue to satisfy the Buyer's liability in respect of tax payable by the Seller under the non-residency provisions of the Income Tax Act by reason of this sale. The Buyer shall not claim such credit If the Seller delivers on or before the completion date the prescribed Section 116 Certificate or a statutory declaration that the Seller is not then nor on or before the completion date a non-resident of Canada. 21. HST: If this transaction is subject to Harmonized Sales Tax (H.S.T., then such tax shall be in addition to the purchase price. The Buyer agrees to pay such tax on closing or alternatively provide an Indemnity/Undertaking/Warranty to the Seller as follows: (i The Buyer is purchasing the Property as principal for its own account and same is not being purchased by the Buyer as an agent, trustee or otherwise on behalf of or for another person; (ii (iii (iv The Buyer is registered under Subdivision d of Division V of Part IX of the Excise Tax Act (Canada (the "Act" for the collection and remittance of goods and services tax ("GST'; its registration number is.rt0001- and such registration Is in good standing and has not been revoked; The Buyer shall be liable, shall self-assess and remitto the appropriate governmental authority all GST which is payable under the Act in connection with the transfer of Property all in accordance with the Act; and The Buyer shall Indemnify and save harmless the Seller from and against any and all HST, penalties. costs and/or inte.rest which may become payable by or assessed against the Seller as a result of any failure by the Buyer to comply w ith the provisions of this Declaration and indemnity. 22. TIME LIMITS: This Offer, when accepted, shall constitute a binding contract of purchase and sale and time shall in all respects be of the essence hereof provided that the time for closing or completing of any matter provided for herein may be extended or abridged by an agreement in writing signed by the Seller and the Buyer or their respective solicitors who may be specifically authorized in that regard. 23. WHOLE AGREEMENT: The Buyer and Seller agree that there is no representation, warranty, collateral agreement or condition affecting this agreement or the property or supported hereby other than as expressed herein in writing. 24. TENDER: Any tender of documents or money hereunder may be made upon the Seller or the Buyer or their respective Solicitors on the day set for completion. Money may be tendered by a bank draft or by a cheque certified by a Chartered Bank, Trust Company, Province of Ontario Savings Office, Credit Union or Caisse Populaire. 25. FINAL INSPECTION: The Buyer or his authorized agent shall be entitled to make a final inspection of the lands and premises prior to closing to determine if any substantial or other damage has occurred to the premises since the date of the Agreement of Purchase and Sale. 26. NOTICES: Any notices relating hereto 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 electronically to that facsimile number. Fax No (for delivery of notices to Seller Fax No (for delivery of notices to Buyer 27. EXECUTION AND PRESENTATION: This Offer to Purchase may be presented by the Buyer(s to the Seller(s by facsimile reproduction and signatures of the Buyer (s and the Witness so reproduced shall be deemed to be original signatures. This Offer may be accepted or countered by the Seller(s by facsimile reproduction of the full agreement or counter offer to the Buyer(s and the signatures of the Seller(s and the Wrtness so produced shall be deemed to be original signatures. Similarly, any subsequent counter offers or acceptances shall be treated in the same way and have the same effect.

5 08 Ju~ :14AM WEB PRESS p COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one instrument. 29. GENDER AND NUMBER: This Offer and its acceptance to be read with all changes of gender or number required by the context. 30. AGREEMENT IN WRITING: If there is conflict or discrepancy between _any provisions 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 or discrepancy. This agreement including any schedule attached hereto shall constitute the entire Agreement between the Buyer and the Seller. There is no representation, warranty, collateral agreement or condition which effects this Agreement other than as expressed herein. For the purposes of this Agreement, Seller means Vendor and Buyer means Purchaser. 31. SUCCESSORS AND ASSIGNS: The heirs, estate trustees, successors and assigns of the undersigned are bound by the terms herein. DATED at ;~q < e. 6:; this \I" bl+, day of June, IN WITNESS WHEREOF HAVE HEREUNTO SET HAND(S AND SEAL(S. SIGNED SEALED AND DELIVERED in the presence of (J!/{fluL~ ~~. ~-~ Date: June ~ c c1 A ' ~(h Blair Oborne= Date: June ga 2017 I/WE, HEREBY ACCEPT THE ABOVE OFFER and its terms, and covenant, promise and agree to and with the above-named Buyer to duly carry out the same on the terms and conditions above mentioned and I/WE hereby accept the deposit of$ SIGNED SEALED AND DELIVERED in the presence of f{a,,~sov\_.., THE CORPORATION OF THE TOWNSHIP OF TERRACE BAY PER: Date: June "(: 2017 SELLER'S SOLICITOR: Weller, Maloney, Nelson Nick Melchlorre, Phone: ( Fax: ( nmelchio@wmnlaw.com BUYER'S SOLICITOR: Don Ferris Erickson & Partners 291 Court St. South Thunder Bay, ON P7B 2Y1 Phone: (