Loading...
HomeMy WebLinkAboutFebruary 20, 2020 - Council - Addendum 2THE CORPORATION OF THE MUNICIPALITY OF BAYHAM COUNCIL MEETING ADDENDUM #2 MUNICIPAL OFFICE Thursday, February 20, 2020 1. ADMINISTRATION A. By-Law No. 2020-013 Being a by-law to authorize the execution of an agreement between the Corporation of the Municipality of Bayham and Bayham Historical Society (Agreeement added to by-law) THE CORPORATION OF THE MUNICIPALITY OF BAYHAM BY-LAW NO. 2020-013 A BY-LAW TO AUTHORIZE THE EXECUTION OF AN AGREEMENT BETWEEN THE CORPORATION OF THE MUNICIPALITY OF BAYHAM AND BAYHAM HISTORICAL SOCIETY WHEREAS section 8(1) of the Municipal Act, 2001, S.O. 2001, c. 25, as amended, grants a broad scope of powers to municipalities to govern their affairs as they consider appropriate; AND WHEREAS the Council of the Municipality of Bayham is prepared to make a one-time donation to the Bayham Historical Society to further its charitable purposes from time to time; AND WHEREAS the Bayham Historical Society desires to accept said one-time donation; NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY OF BAYHAM ENACTS AS FOLLOWS: 1. THAT the Mayor and Clerk be and are hereby authorized to execute the Agreement attached hereto as Schedule “A” and forming part of this by-law between the Municipality of Bayham and Bayham Historical Society to provide one-time donation to the Bayham Historical Society; 2. AND THAT this by-law shall come into full force and effect upon final passing. READ A FIRST, SECOND AND THIRD TIME AND FINALLY PASSED THIS 20th DAY OF FEBRUARY 2020. ___________________________ _____________________________ MAYOR CLERK GIFT AGREEMENT THIS GIFT AGREEMENT (“Agreement”) is entered into as of the 20th day of February, 2020. BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF BAYHAM (hereinafter referred to as the “Municipality”) AND BAYHAM HISTORICAL SOCIETY (hereinafter referred to as the “Historical Society”) WHEREAS pursuant to By-Law No. 1997-003, the Edison Museum of Vienna Reserve Fund Account was established and maintained for the purposes of providing funds for the operation and/or capital expenditures of the Edison Museum of Vienna (“Edison Museum”); AND WHEREAS the Council of the Municipality ceased providing services associated with the Edison Museum in 2016 and donated all artifacts from the Edison Museum to the Historical Society; AND WHEREAS section 8(1) of the Municipal Act, 2001, S.O. 2001, c. 25, as amended, grants a broad scope of powers to municipalities to govern their affairs as they consider appropriate; AND WHEREAS the Historical Society operates, or intends to operate, a private, non-municipal Edison Museum of Vienna; AND WHEREAS the Council of the Municipality is prepared to make a one-time donation to the Historical Society on the terms and conditions herein contained; AND WHEREAS the Historical Society desires to accept the said donation and to stand seized and possessed of the same on the terms and conditions hereinafter set forth; NOW THEREFORE the parties hereto agree as follows: SECTION I THE GIFT 1.01 The Municipality hereby agrees to make a gift to the Historical Society by transferring the net amount of the 2018 audited Edison Museum Reserve Fund balance, being Eighty Nine Thousand, Fifteen Dollars and Forty Two Cents ($89,015.42) Dollars, to the Historical Society on the terms and conditions herein contained (the “Gift”). - 2 - 1.02 The Gift shall be used by the Historical Society to further its charitable purposes from time to time. As at the date hereof, the parties acknowledge and agree that the Historical Society is classified by the Canada Revenue Agency in the “public amenity” category, providing “other purposes beneficial to the community”; the Gift must be used in accordance with the Historical Society’s objects and prescribed purposes. 1.03 The Gift shall be made on or around February 20, 2020. The Historical Society hereby agrees to accept the Gift and to stand seized and possessed of the same upon the terms and conditions set out herein. SECTION II COVENANTS, REPRESENTATIONS AND WARRANTIES 2.01 The Historical Society hereby represents and warrants to the Municipality, and agrees and acknowledges that the Municipality is relying upon the foregoing representations and warranties in connection with its donation of the Gift, that: (1) the Historical Society is a registered charity designated as a charitable organization pursuant to the Income Tax Act (Canada) under registration number 862135910 RR 0001; and (2) the Historical Society is a validly subsisting corporation incorporated pursuant to the laws of the Province of Ontario. 2.02 The Historical Society hereby covenants with the Municipality, and agrees and acknowledges that the Municipality is relying upon the foregoing covenants in connection with its donation of the Gift, that: (a) The Municipality’s provision of the Gift shall not obligate or compel the Municipality to make any further donation(s) or gift(s) to the Historical Society. The Historical Society agrees and acknowledges that the Gift shall be a one-time donation; (b) The Municipality shall have no role, influence or involvement in any part of the Historical Society’s use of or involvement with the Gift, the operations, management, and/or financial obligations and commitments of the Historical Society and the Edison Museum; and (c) The Municipality shall not, under any circumstances, be liable or responsible for any use, or misuse, of the Gift by the Historical Society (or any other entity) once the Gift has been made to the Historical Society. The acceptance by the Historical Society of the Gift irrevocably and irreversibly estops the Historical Society from commencing any claim, action, or other proceeding against the Municipality in connection with, or relating to, the Gift. SECTION III GENERAL TERMS & INTERPRETATION 3.01 Any notice required to be given under this Agreement shall be in writing and sufficiently given if delivered personally, or by mail to the other party’s last known mailing address. Any notice given pursuant to this section will be effective five (5) days after the day it is mailed, or upon receipt, whichever is earlier. Municipality Contact - 3 - Chief Administrative Officer/Clerk Municipality of Bayham 56169 Heritage Line, PO Box 160 Straffordville, ON N0J 1Y0 Historical Society Contact Bayham Historical Society PO Box 69 Port Burwell, ON N0J 1T0 3.02 This Agreement supersedes any previous agreements, understandings, discussions or negotiations, whether written or oral, between the parties hereto respecting the subject matter hereof. 3.03 Any amendment to this Agreement may be effected solely by the written agreement of the parties hereto. 3.04 The Historical Society acknowledges having been advised by the Municipality to obtain such professional advice as may be necessary concerning the terms and conditions of this Agreement, including, but not limited to, the legal and tax implications of the Agreement. The Historical Society agrees and acknowledges that it is not relying upon the Municipality to provide any such advice. 3.05 This Agreement shall enure to the benefit of and shall be binding on and enforceable by the parties and their respective successors, legal representatives, heirs and permitted assigns, as applicable. Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party. 3.06 The parties hereto agree that they will, from time to time at the reasonable request of either of them, execute and deliver such instruments and take further action as may be required pursuant to the terms hereof to give full force and effect to the terms and provisions of this Agreement. 3.07 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and each of the parties hereto agrees irrevocably to conform to the jurisdiction of the Courts of such Province. All references to currency in this Agreement are to Canadian dollars. 3.08 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. Counterparts may be executed either in original, faxed or electronic PDF form and the parties agree to adopt any signatures received electronically as original signatures of the parties. 3.09 If any article, section or any portion of any section of this Agreement is determined to be unenforceable or invalid for any reason whatsoever, that unenforceability or invalidity shall not affect the enforceability or validity of the remaining portions of this Agreement and such unenforceable or invalid article, section or portion thereof shall be severed from the remainder of this Agreement. - 4 - 3.10 The parties hereto acknowledge and agree that this Agreement’s recitals are true and form a part hereof. THE CORPORATION OF THE MUNICIPALITY OF BAYHAM Per: Mayor Per: Clerk BAYHAM HISTORICAL SOCIETY Per: Name: Title: I have authority to bind the corporation.