HomeMy WebLinkAboutJuly 30, 2026 - Special Council - LighthouseTHE CORPORATION OF THE MUNICIPALITY OF BAYHAM SPECIAL MEETING AGENDA MUNICIPAL OFFICE 56169 Heritage Line, Straffordville, ON Council Chambers – HYBRID Thursday, July 30, 2026 7:00 p.m. The July 30, 2026 Special Meeting will allow for a hybrid meeting function. You may attend in person or virtually through the live-stream on the Municipality of Bayham’s YouTube Channel 1. CALL TO ORDER 2. DISCLOSURES OF PECUNIARY INTEREST & THE GENERAL NATURE THEREOF 3. PRESENTATIONS
A. Port Burwell Historical Society Presentation re Port Burwell Lighthouse Transfer 4. REPORT TO COUNCIL
A. CAO-25/26 by Lorne James, Treasurer re Port Burwell Lighthouse Transfer to the Port Burwell Historical Society 5. BY-LAW A. By-law No. 2026-044 Being a By-Law to Authorize the Transfer of Lands Owned
by the Municipality of Bayham to the Port Burwell Historical Society 6. 17. BY-LAW TO CONFIRM THE PROCEEDINGS OF COUNCIL A. By-law No. 2026-045 Being a by-law to confirm all actions of Council 7. ADJOURNMENT
REPORT
CAO
TO: Mayor & Members of Council
FROM: Lorne James CPA, CA, Treasurer
DATE: July 30, 2026
REPORT: CAO-25/26 SUBJECT: PORT BURWELL LIGHTHOUSE TRANSFER TO THE PORT BURWELL
HISTORICAL SOCIETY
BACKGROUND
On January 5, 2023, Council received Report CAO-02/23 re Port Burwell Lighthouse Heritage and
Structural Assessment. The Report addressed the findings from the initial assessment of the
cladding on the Lighthouse, received in October 2022 by way of Report CAO-63/22 re Port
Burwell Lighthouse Heritage Classing Assessment Report. The Report recommended a
comprehensive heritage and structural assessment of the Lighthouse, stemming from initial
findings and concerns about structural compromise.
Council passed the following motion:
Moved by: Councillor Emerson Seconded by: Councillor Chilcott THAT Report CAO-02/23 re Port Burwell Lighthouse Heritage and Structural Assessment be received for information; AND THAT Council accept the Proposal for Heritage Architectural Services for the Port Burwell Lighthouse Recladding Project - Cladding Review, Structural Report, and
Preparation of Existing Condition Drawings in the amount of $19,935.00.
On February 2, 2023, Council received Report CAO-11/23 re Stabilization Measures – Port
Burwell Lighthouse. The Report confirmed suspicions expressed in the initial assessment of the
cladding on the Lighthouse, received in October 2022, regarding structural concerns.
The Report identified a temporary stabilization measure for the Lighthouse, including a collar with
eight (8) guywires and helical piles to restrict the structure’s lateral movement and mitigate the
risks associated with a wind-loading failure of the Lighthouse. The estimated costs were $84,000
+ a 20-30 percent construction contingency as described in the Report, which provides for a range
of costs between $84,000 and $109,200.
The Report further identified that “[g]iven the time-sensitive nature of the decision, staff
recommend proceeding with the proposed works and recommend Council’s approval of same.”
Council passed the following motion:
Moved by: Deputy Mayor Weisler Seconded by: Councillor Chilcott THAT Report CAO-11/23 re Stabilization Measures – Port Burwell Lighthouse be received for information; AND THAT stabilization measures for the Port Burwell Lighthouse proceed as outlined in Report CAO-11/23; AND THAT the identified stabilization measures be funded through the Facilities Reserve.
On March 23, 2023 at a Special Meeting of Council, Council received Reports CAO-18/23 re
Procurement Award – Port Burwell Lighthouse Temporary Stabilization Measures, and CAO-
19/23 re License Agreement – Bradcranex Inc. – 21 Robinson Street, Port Burwell, and passed
the following motions to permit procurement and execution of stabilization measures for the Port
Burwell Lighthouse:
Moved by: Councillor Froese
Seconded by: Deputy Mayor Weisler THAT Report CAO-18/23 re Procurement Award – Port Burwell Lighthouse Temporary
Stabilization Measures be received for information; AND THAT Council award the temporary stabilization measures to HRI Group Inc. in a base amount of $94,000 and a total amount of $99,000; AND THAT the appropriate By-law be brought forward for Council’s consideration.
Moved by: Councillor Emerson Seconded by: Councillor Chilcott THAT Report CAO-19/23 re License Agreement – Bradcranex Inc. – 21 Robinson Street, Port Burwell be received for information;
AND THAT Council authorize the execution of a License Agreement between the Municipality and Bradcranex Inc. to permit access and use of 21 Robinson Street, Port Burwell, in support of stabilization and restoration efforts regarding the Port Burwell
Lighthouse; AND THAT the appropriate by-law be brought forward for Council’s consideration. The By-laws to authorize the above directions are By-law Nos. 2023-023 and 2023-026,
respectively.
At its March 21, 2024 meeting, Council repealed By-law No. 2023-023 for the Licensing Agreement and replaced it By-law No. 2024-013 to extend the Agreement until December 31, 2025 with Ron and Bonnie Bradfield.
Since this time, the Lighthouse has been included in the Municipality’s Capital Budget and 10-Year Capital Plan. It is currently a 2026 grant-dependent item. At its November 2, 2023 meeting, Council received Report TR-16/23 re Consideration of the Establishment of a Lighthouse Reserve. Council passed the following motion: Moved by: Councillor Emerson Seconded by: Councillor Chilcott THAT Staff Report TR-16/23 re Consideration of the Establishment of a Lighthouse Reserve
be received for information; AND THAT the Dredging Reserve be repurposed as the Lighthouse Reserve;
AND THAT the Lighthouse Reserve be used for the rehabilitation and/or future general maintenance requirements of the Port Burwell Lighthouse. At this time, the Lighthouse Reserve has approximately $53,479.161.
In Q3 2024, staff were engaged by the Port Burwell Historical Society (PBHS). The PBHS identified interest in acquiring the Lighthouse to then proceed with the rehabilitation under their own efforts. The Municipality has been in ongoing discussions with the PBHS since that time, and has agreed in principle to a network of agreements to support a transfer. At its June 25, 2026 meeting council received updates on Disposition of Property (Lighthouse) in close session. Council passed the following motion: 16.2 Out of Camera
THAT the Council do now rise from the “In Camera” Session at p.m. and report on: A. Confidential Item re A proposed or pending acquisition of land by the
municipality or local board. (Acquisition of a portion of a road allowance) B. Confidential Item re Labour Relations, Employee Negotiations. (Staffing)
C. Confidential Item re,Sale or disposition of land; a position, plan, procedure, criteria, or instruction to be applied to any negotiations on or to be carried on by or on behalf of the municipality or local board; advice that is subject to solicitor-client privilege, including communications necessary for that purpose. (Road Allowance Disposition)
1 2025 year end, audited
D. Confidential Item re,sale or disposition of land; a position, plan, procedure, criteria, or instruction to be applied to any negotiations on or to be carried on by
or on behalf of the municipality or local board; advice that is subject to solicitor-client privilege, including communications necessary for that purpose; (Lighthouse)
CARRIED Moved by: Deputy Mayor Weisler Seconded by: Councillor Chilcott THAT the following Confidential Items be received for information: A. Confidential Item re A proposed or pending acquisition of land by the municipality or local board. (Acquisition of a portion of a road allowance)
B. Confidential Item re Labour Relations, Employee Negotiations. (Staffing) C. Confidential Item re,Sale or disposition of land; a position, plan, procedure,
criteria, or instruction to be applied to any negotiations on or to be carried on by or on behalf of the municipality or local board; advice that is subject to solicitor-client privilege, including communications necessary for that purpose. (Road Allowance
Disposition D. Confidential Item re,sale or disposition of land; a position, plan, procedure, criteria, or instruction to be applied to any negotiations on or to be carried on by or on behalf of the municipality or local board; advice that is subject to solicitor-client privilege, including communications necessary for that purpose; (Lighthouse) AND THAT staff proceeds as directed. CARRIED WHEREAS By-law 2015-021 is a by-law to establish a policy with respect to the sale
and other disposition of land in the Municipality of Bayham; and WHEREAS By-law 2015-021 Section 2.4 states “Council may, at any time, by
resolution, declare any of the Municipality's land to be surplus to the needs of the Municipality and may, by by-law, authorize the sale of such land”; and WHEREAS By-law 2015-021Section 2.6 states “Notwithstanding any other provision of this By-law, inclusive of Schedule 'A', Council shall have the absolute discretion to select a particular method of exposing property to the public for sale, if at all, and/or to select any method of sale as, in the opinion of Council, the circumstance require.”; and WHEREAS Section 4.1 of Policy known as “Sale of Surplus Municipal Land Policy”, approved under by By-law 2015-02, states “The CAO shall publish a notice of the intended sale of the land on the Municipal Website at least 14 days before consideration of the same.” NOW THEREFORE the Council for the Corporation of the Municipality of Bayham enacts the following:
1. THAT the lands located at PLAN 12 PT LOT 14 being those lands colloquially known as the Lighthouse located at municipally addressed 17 Robinson Street are hereby
declared Surplus to the needs of the Municipality; and 2. THAT staff are directed to negotiate an agreement with the Port Burwell Historical Society, with the intention of an expedient sale or other form of disposal of the property;
and 3. THAT staff are directed add a notice to the Municipal Website, informing the public of the proposed change of ownership, as well as provide the public an opportunity to send written comments to the Clerk via e-mail or by paper letter to be considered at the July 16, 2026; and 4. THAT staff are directed to prepare a report and a by-law for consideration at the July 16, 2026 regular meeting of Council regarding these matters. CARRIED DISCUSSION
Current condition of lighthouse The lighthouse, based on staff assessment, has an unchanged state with the current supporting
wires holding it in place. PBHS has been inside with Steve Adams of Bayham to obtain initial assessments and preliminary engineering, timber, and rehabilitation estimates. Long Point Region Conversation Area Municipal staff reached out to LPRCA officials back in October in 2025 and again this current month. LPRCA officials shared the following: LPRCA staff have reviewed your inquiry and can provide the following information. The mapping is being updated to reflect the area regulated as stated under Ontario Regulation 41/24. The existing mapping was created using the best information and data we had at the time. This mapping is being updated to reflect the most recent digital elevation model, floodplain studies etc.
The lighthouse is within the regulation limit as it is close to the top of slope of the valley of Big Creek.
For staff to approve a new foundation for the lighthouse and other repairs, the following will need to be submitted: 1. Permit application form,
2. Construction drawings, 3. Confirmation from an engineer that the proposed work will not negatively affect the slope. These comments are preliminary and based on existing legislation and implementation guidelines which are subject to change. LPRCA staff will complete a comprehensive review of submitted applications based on the legislation and implementation policies current at the time of application submission. Licensing Agreement The Municipality has entered into and signed a five-year license agreement with Ron and
Bonnie Bradfield supporting the rehabilitation works at 17 Robinson Street, with land use license
at 21 Robinson Street. This agreement can be transferred to PBHS upon completion of the transfer of ownership. The municipality has paid $25,000 plus HST in advance to secure the
agreement for the full five-year term. Grant Agreement
The grant agreement attached outlines the terms and conditions associated with the transfer of the lighthouse, along with $200,000 from the Rate Stabilization Reserve. These funds ($253,479.16) will allow the PBHS to handle short-term maintenance of the property and initial seed money to be stacked with future county, provincial, and federal grant programs. The immediate grant programs available to the PBHS as an incorporated not-for-profit organization are: Grant Program Deadline Amount Canada – Build Communities Strong Fund – Local Impact
Stream
August 6, 2026 Up to $1 million dollars
County of Elgin – Grants
(Capital Projects)
Feb 1, 2027 Up to 10 percent of total
project budget. Note 2026 grant program has $249,178 remaining unallocated. Staff recommend making application immediately.
Ontario Trillium Fund March 2027 $10,000 to $200,000
In addition to applicable grants, PBHS can provide CRA tax receipts for individual, corporation or trust donors annually.
Heritage Status From Staff Report CAO-03/24 it was noted that the Village of Port Burwell did not proceed with registering the By-law to designate the property with Heritage Status.
Under the Heritage Act, 1974, as amended, designation of a property under Part IV may be executed by Council in accordance with Section 29 of same. Designation requires the passing
of a by-law to designate lands or structures upon lands as having heritage or cultural
significance. The by-law should also outline the heritage-defining characteristics as reasons for the designation, and shall be registered upon the title of the lands to which they apply. The
specific language is as follows:
“(14) After considering the report under subsection 12, the council without a further hearing shall,
(a) Pass a bylaw designating the property and cause a copy of the by-law together with the
reasons for the designation, (i) To be registered against the property affected in the proper land registry office,
(ii) To be served on the owner and the Foundation, And publish a notice of such by-law in a newspaper having general circulation in the
municipality;”2
The Municipality has been proceeding under the assumption that, after the Port Burwell Council-of-the-day adopted By-law No. 85-29, it was duly registered upon the title of the lands to which
the By-law applies. However, upon title search, this does not appear to have been the case.
This calls into question the status of the Lighthouse as a Part IV-designated heritage building.
From Report CAO-25/24 BACKGROUND At its February 1, 2024 meeting, Council received Report CAO-03/24 re Port Burwell Lighthouse Status and Costing Update. The report provided a comprehensive review of the entire
Lighthouse matter to date, including the status and costing of the Lighthouse and any change Council wished to make to the overall rehabilitation scope. Specific topics addressed included:
• A review of the $1.5m estimate provided by a+LINK in August 2023 along with some options
Council may consider to reduce the overall cost burden on the Municipality and make the project more viable;
• The status of the Lighthouse in regards to the non-registration of Port Burwell By-law No. 85-
29; • The Heritage Act respecting alterations to heritage features; and,
• Access over adjacent lands for rehabilitation works and perpetuation of existing stabilization works
Further,
As Bayham does not have a Heritage Committee under the Heritage Act, Council, as the Owner
of the Lighthouse and under its sole discretion, may choose to alter any of the heritage features by resolution and subject to the legislated notice and comment periods.
This is governed under Section 33 of the Heritage Act, RSO 1990, cO 18, as amended. Staff are recommending to transfer Port Burwell Lighthouse and complete the attached unsigned agreements with PBHS. Additional Background Information on this file can be found in the prior staff reports: The below meeting dates and staff reports may be referenced for additional information:
• November 3, 2022 Council Meeting - Staff Report CAO-63/22
• February 2, 2023 Council Meeting - Staff Report CAO-11/23
• March 23, 2023 Council Meeting - Staff Report CAO-18/23
• August 17, 2023 Council Meeting - Staff Report CAO-47/23
• November 2, 2023 Council Meeting - Staff Report TR-16/23
• February 1, 2024 Council Meeting - Staff Report CAO-03/24
• June 20, 2024 Council Meeting - Staff Report CAO-25/24 STRATEGIC PLAN 1.2: Quality of Place > To develop policies, plans and strategies that continually
enhance the visitor experience to Bayham, and increase the economic benefit of tourism to the community. Initiative(s): Rehabilitate the Port Burwell Lighthouse 3.2: Quality of Governance > To continually demonstrate financial responsibility to the
community. Initiative(s): Not applicable.
ATTACHMENTS
1. 5 Year Licensing Agreement 2. Grant Agreement
3. Right of First Refusal Agreement 4. Agreement of Purchase and Sale 5. Public Comments RECOMMENDATION 1. THAT Report CAO-24/26 re Port Burwell Lighthouse Transfer to the Port Burwell Historical Society be received for information. 2. AND THAT Council directs the Mayor and the Treasurer to sign the following documents:
• Grant Agreement • Right of First Refusal Agreement • Agreement of Purchase and Sale
3. AND THAT Council directs the Mayor and the Treasurer to sign the applicable documents to complete the real estate transaction.
4. AND THAT Council consider the by-law attached to this agenda to solidify the transaction. Respectfully Submitted by:
Lorne James CPA, CA
Treasurer
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AGREEMENT
THIS AGREEMENT made this ____ day of July, 2026 (the “Effective Date”). BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF BAYHAM
(hereinafter called the “Municipality”)
OF THE FIRST PART - AND - PORT BURWELL HISTORICAL SOCIETY
(hereinafter called “Organization”)
OF THE SECOND PART
RECITALS:
WHEREAS section 107(1) of the Municipal Act, 2001, c. 25, provides that Council may
provide a grant to a group for any purpose that Council considers in the interest of the
Municipality;
AND WHEREAS Bayham Municipal Council wishes to provide financial assistance to the
non-profit Organization for a project that Council considers to be in the interests of the
Municipality;
AND WHEREAS the Municipality and the Organization now wish to formalize their
agreement;
NOW THEREFORE in consideration of the sum of TWO DOLLARS ($2.00) now paid by
each party to the other as well as the mutual covenants contained herein, the nature and
extent of which consideration is acknowledged as sufficient and received, the Parties
hereto agree as follows:
1. GENERAL
1.1. Purpose of Agreement
This Agreement is for the provision of a Grant to the Organization in return for certain guarantees assuring the Municipality of the benefit of the Project to the Municipality and use of the Grant by the Organization for the faithful completion of the Project.
2. DEFINITIONS AND INTERPRETATION
2.1. Definitions In this Agreement, unless the context otherwise requires, the following terms, regardless of capitalization, shall have the following meanings:
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2.1.1. "Confidential Information"
"Confidential Information" shall mean any non-public information, whether in oral, written, electronic, or other form, disclosed by the Municipality to the Organization that is identified as confidential or would reasonably be understood to be
confidential under the circumstances. Confidential Information includes, but is not limited to, personal health information, municipal plans, policies, proprietary data, financial information, infrastructure plans, public safety strategies, internal reports,
and any other information that is not publicly available.
2.1.2. “Council”
“Council” means the elected municipal council of the Municipality. 2.1.3. “Effective date” “Effective date” means the date set out at the top of the Agreement.
2.1.4. “Grant”
“Grant” means all moneys, funds, or other financial instruments or products
disbursed or given by the Municipality to the Organization, including funds disbursed or given via a sale of lands or goods to the Organization for a cost below market value.
2.1.5. “Project” “Project” means the stabilization, repair and ongoing maintenance or carrying costs of the Port Burwell Lighthouse located at the address municipally known as 17
Robinson Street, inclusive of any professional consultants, engineering, design, construction, maintenance, or other reasonable expense incurred by the Organization in keeping the Port Burwell Lighthouse in a state of good repair for the
benefit of the general public.
2.2. Interpretation 2.2.1. [INTENTIONALLY DELETED].
2.2.2. Gender/Number
Words importing the singular shall include the plural and vice versa. Words importing gender shall include all genders.
2.2.3. Headings Do Not Govern
The headings contained in this Agreement are for reference only and in no way affect this Agreement.
2.2.4. “Include”
All instances of the word “include” and all conjugations thereof should be read as
though immediately followed by the words “without limitation”.
3. GENERAL COVENANTS OF THE ORGANIZATION
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In addition to the other requirements of this Agreement, the Organization hereby acknowledges, agrees, and covenants that: i) The Organization is a legal entity that agrees to be bound to complete the Project
as set out in section 2.1.5;
ii) The Organization is and will continue to be throughout the Term of this Agreement a nonprofit organization based out of the Municipality of Bayham; iii) The Organization will use the Grant or any portion thereof only for purposes directly relating to the Project, as described in section 2.1.5; iv) Should any portion of the Grant not be utilized by the Organization for the Project then the Organization shall immediately return the unused portion of the Grant to
the Municipality following completion of the Project;
v) At all relevant times during the effective Term of this Agreement, the Organization shall have and maintain at least the following governance procedures: a. procedures to provide for the prudent and effective management of Grant funds and monies;
b. procedures to ensure thorough record-keeping; c. procedures to enable the successful undertaking of the Project; d. procedures to enable the preparation and delivery of all reports required herein.
4. GENERAL COVENANTS OF THE MUNICIPALITY
4.1 The Municipality shall disburse a grant of TWO-HUNDRED AND FIFTY-THREE THOUSAND, FOUR HUNDRED AND SEVENTY-NINE DOLLARS AND SIXTEEN CENTS ($253,479.16), the total cash grant being comprised of the balance of the Municipality’s Lighthouse Reserve of $53,479.16 and additional funds $200,000, to the Organization within ninety (90) days of the transfer of 17 Robinson Street from the Municipality to the Organization.
4.2 The Municipality shall make a grant to the Organization by selling the Project Lands (know Municipally as 17 Robinson Street, Port Burwell) to the Organization for nominal
consideration instead of market value, which both Parties acknowledge and agree to be a grant pursuant to this Agreement having a value of TWO THOUSAND AND FIVE-HUNDRED ($2,500). For clarity, the cash grant described in section 4.1 and the land grant described in section 4.2 shall collectively be referred to herein as the “Grant”.
4.3 This Grant is conditional upon the Organization obtaining registered title of the Project Lands.
5. SUMMARY OF PROJECT AND GRANT
The Parties acknowledge and agree upon the following particulars of the Project and Grant:
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Anticipated Commencement Date of Project: Upon transfer of 17
Robinson Street from the Municipality to the Organization.
Anticipated Completion Date of Project: Five years after the
Commencement Date.
Amount of Grant and Disbursement Schedule: The amount and disbursement schedule described in section 4.
The term of this Agreement is from the effective date to the later of the Anticipated Completion Date and the Actual Completion Date of the Project. Time is of the essence in
this agreement.
The Municipality hereby acknowledges and agrees that stabilization repair, such that the Port Burwell Lighthouse is structurally stable, without the assistance of guywires or other external stabilizing equipment, in the opinion of a professional engineer, utilizing the Grant funds shall be deemed to be the Actual Completion Date, notwithstanding that there may be
ongoing maintenance, repair and carrying costs thereafter.
6. TERMINATION
6.1. Termination for Cause
In the event of a material default hereunder by the Organization, which shall include any material failure to meet any material obligation imposed by this Agreement, any unapproved delay in the Project of more than ninety (90) days, any expenditure of Grant funds on an ineligible service, good, or purpose, or any act of willful misconduct or bad faith, the Municipality may cancel the Grant by providing written notice to the Organization. Prior to any such cancellation, the Municipality shall provide the Organization with written notice of the alleged default and the Organization shall have a period of thirty (30) days (or such longer period as is reasonably necessary to cure such default, provided the Organization commences cure within such thirty (30) day period and diligently pursues such cure to completion) to cure the default. If the default is not cured within the applicable cure period, the Municipality may cancel the Grant by providing written notice to the Organization. In the event of such cancellation, any and all Grant monies previously disbursed to the Organization pursuant to section 4.1, that have not been expended on the Project in accordance with this Agreement, are due and payable to the Municipality by the
Organization. Such payment shall be delivered by the Organization within thirty (30) days of receipt of a written notice of cancellation. Funds not returned within thirty (30) days of receipt of such notice shall be subject to interest at the statutory post-judgment interest rate
published in accordance with s. 127 (2) of the Courts of Justice Act, R.S.O. 1990, c. C.43 (currently located at https://www.ontario.ca/page/prejudgment-and-postjudgment-interest-rates#section-4) beginning on the thirty-first (31st) day after receipt of the notice of cancellation.
In the event that the Municipality terminates this Agreement for cause, the portion of the Grant described in section 4.2 will be deemed to be repaid if the Municipality exercises its right of first refusal to the lands. If the Municipality declines to utilize the option to obtain title
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to the lands, then the portion of the Grant described in section 4.2 shall be forgiven.
For clarity, if any agent of the Organization engages in conduct toward any Municipal agent, including Municipal officers, staff, volunteers, or other agents, that constitutes a material violation of a workplace policy of the Municipality, including anti-harassment and anti-
bullying policies, such conduct shall constitute a default under this agreement that may form the basis for termination for cause under this provision.
The parties agree and acknowledge that any obligations for payment of any amount owing to the Municipality shall indefinitely survive the termination of this Agreement for any reason.
6.2. Termination by Organization
In the event of a material default by the Municipality, which shall include any material failure to meet any material obligation imposed by this Agreement, including failure to disburse the Grant as contemplated herein, the Organization may terminate this Agreement by providing
written notice to the Municipality. Prior to any such termination, the Organization shall provide the Municipality with written notice of the alleged default and the Municipality shall have a period of thirty (30) days to cure the default. If the default is not cured within such
period, the Organization may terminate this Agreement upon written notice. In the event of such termination by the Organization, the Organization shall retain any Grant funds already disbursed and expended on the Project in accordance with this Agreement, but shall repay any amount disbursed but not yet expended on the Project.
7. SAFETY AND EQUIPMENT 7.1. Safety
The Organization warrants and agrees that it has the expertise, knowledge, and abilities necessary to ensure compliance with all relevant safety standards applicable to the Project, which include statutory, regulatory, by-law, professional, and other applicable
safety standards. The Parties therefore agree that ensuring that the Project is performed in a manner that ensures the safety of the Organization, Equipment operators, members of the public, and public and private property is the sole
responsibility of the Organization. Should the Organization lack any required expertise, knowledge, and/or ability to ensure such compliance, it shall ensure that it (a) subcontracts such responsibility to a third party having such expertise, knowledge, and abilities, and (b) that the Organization shall enter into a contract with said third party binding that party to safety and equipment requirements no less restrictive than those herein. The Municipality shall have no responsibility for safety of the Project.
7.1.1. Safety Training Required Any and all operators, employees, or other agents of the Organization shall be trained in a manner that ensures that their duties are carried out safely and in compliance with relevant statutory, regulatory, professional, or other applicable standards.
7.1.2. Organization to Ensure Compliance
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The Organization warrants that it is aware of and will at all times ensure compliance with all relevant safety standards, which include statutory, regulatory, by-law, professional, and other applicable safety standards, including under the
Occupational Health and Safety Act, R.S.O. 1990. C. O.1, as amended from time to time. 7.1.3. Workplace Safety and Insurance Board
If the Organization has employees or is otherwise required to register with the Workplace Safety and Insurance Board, then upon execution of this Agreement and upon request thereafter the Organization must obtain and forward to the
Municipality a certificate of clearance from the Workplace Safety and Insurance Board stating that, as of the current date, the Organization is in good standing with the Board.
7.1.4. Ministry of Labour Requirements
The Organization shall ensure that its employment practices, employment standards, and notices of contract comply with all relevant statutes, regulations, and requirements of the Ministry of Labour.
8. INSURANCE
The Organization shall take out and keep in force throughout the term of this Agreement a comprehensive policy of public liability and property damage, which shall include bodily injury and property damage liability, personal injury liability, completed operations liability,
and blanket contractual liability with a severability of interest and cross liability clause. Such policy shall provide coverage in respect of any insurable event with a minimum limit of $5,000,000.00 (Five Million Dollars), exclusive of interest and cost, against loss or damage resulting from bodily injury to, or death of, one or more persons and loss of or damage to property. Such policy shall further name the Municipality as additional insured. The Organization shall, at the request of the Municipality, forward a certified copy of the policy or certificate thereof to the Municipality before the work is started.
All aforementioned policies of insurance shall:
i) Be written with an insurer licensed to do business in Ontario; ii) Be non-contributing with, and will apply only as primary and not excess to, any other insurance or self-insurance available to the Municipality;
iii) Provide that any deductible amounts shall be borne by the Organization.
9. INDEMNITY
The Organization shall indemnify and hold harmless the Municipality, its officers, Municipal Council, employees and volunteers from and against any third-party liabilities, claims, expenses, demands, losses, costs (including reasonable legal costs), damages, suits or proceedings arising out of (a) the negligence or willful misconduct of the Organization or its
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agents, employees, or subcontractors in connection with the Project; (b) any material breach by the Organization of its obligations under this Agreement; (c) any breach by the
Organization of applicable laws in connection with the Project, or (d) any liability arising out the Organization’s ownership or occupancy of the land including claims subject to the Occupier’s Liability Act, except to the extent such liabilities, claims, expenses, demands,
losses, costs, damages, suits or proceedings arise from the negligence or willful misconduct of the Municipality or any breach by the Municipality of this Agreement. The Organization shall take due and proper precautions for the prevention of accidents to its employees and other persons and property during or in consequence of the work and should the Municipality incur, pay, or be put to any loss, damages, costs, charges or expenses or claims arising out of any failure to do so, the Organization shall, upon demand, repay the same to the Municipality. These indemnities shall survive the expiration or termination of this Agreement for a period of three (3) years.
10. RECORDKEEPING, REPORTING, AND RIGHTS OF INSPECTION
10.1. Recordkeeping The Organization shall preserve all accounts, records, receipts, vouchers, and other documents pertaining to the Project or the use of the Grant. Such records must remain
available for inspection by the Municipality until the expiration of two (2) years from the date of the completion of the Project.
10.2. Requirement to Report
The Organization shall submit a Project Report to the Municipality no later than six months after the commencement of the Project and at least every additional six months thereafter until all Grant funds that have been spent by the Organization. Thereafter, and through the completion of the Project, the Organization shall submit annual Project Reports. The Organization shall submit a final Project Report within sixty (60) days of completion of the Project. Project Reports shall contain a detailed financial accounting of the use of Grant funds.
10.3. Rights of Inspection The Organization will grant Municipality staff access to its records of the Project and Grant for the purpose of determining compliance with this Agreement, subject to the
following conditions: (a) the Municipality shall provide at least ten (10) business days’ prior written notice of any inspection or audit, specifying the records or information to be reviewed; (b) inspections and audits shall be conducted during normal business hours
and shall not unreasonably interfere with the Organization’s operations; (c) the Municipality’s access shall be limited to records and information reasonably related to the Project and the use of Grant funds; (d) the Municipality and its authorized
representatives shall keep confidential any non-public information obtained during any inspection and shall use such information solely for the purpose of verifying compliance with this Agreement; and (e) the Municipality shall bear its own costs in connection with any inspection or audit. The Municipality shall have the right to make copies of, and take extracts from, records reviewed during any such inspection, provided that any such
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copies or extracts shall be kept confidential in accordance with this Section.
11. MISCELLANEOUS
11.1. Acknowledgement of Contribution The Organization shall, as approved by the Municipality, acknowledge the financial support of the Municipality in major publications and formal press releases relating to
the Project. The Organization shall note in any such publication that the views expressed therein are not necessarily the views of the Municipality.
11.2. Confidentiality and Disclosure
The Organization hereby agrees to keep confidential all confidential information
received from the Municipality, except as otherwise required by law. The Organization acknowledges that all records, including information received from the Organization, which are in the custody or control of the Municipality are subject to the Municipal
Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. M.56, as amended or replaced, and may be subject to disclosure thereunder. The Organization hereby attests to its knowledge of the Municipal Freedom of Information and Protection
of Privacy Act and the regulations thereto.
11.3. Delay
Should there be any interruption or delay that could reasonably jeopardize the completion of the Project, the Organization shall advise the Municipality as soon as practicable.
11.4. Notice
Except as otherwise specified, where any notice, direction or other communication is
required to be or may be given or made by one of the parties hereto to the other, it shall be deemed sufficiently given or made if delivered in writing to such party at the following addresses:
MUNICIPALITY: The Corporation of the Municipality of Bayham
PO Box 160, 56169 Heritage Line
Straffordville ON N0J 1Y0
ORGANIZATION: Port Burwell Historical Society PO Box 10
20 Pitt Street
Port Burwell. N0J 1T0
Page 9 of 10
11.5. Non-Enforcement Does Not Constitute Waiver
No waiver of any part of this Agreement will be deemed to be a waiver of any other provision. No term of this Agreement will be deemed to be waived by reason of any previous failure to enforce it. No term of this Agreement may be waived except in a writing signed by the party waiving enforcement.
11.6. Governing Law
The validity, construction, and performance of this Agreement shall be governed by the laws of the Province of Ontario and the Law of Canada applicable therein from time to time.
11.7. Execution by Counterpart; Electronic Signatures Permitted This Agreement may be executed in one or more counterparts and thereafter exchanged by scanned, emailed or facsimile transmission methods, each of which
document, once executed, shall constitute an original thereof and all of which together shall constitute one and the same Agreement. This Agreement may be signed by way of electronic signatures, provided that such electronic signatures comply with the
Municipality’s policies regarding the same.
11.8. No Assignment without Consent
The Organization may not assign this Agreement or any right or obligation under this Agreement without receiving the Municipality’s written consent in advance.
11.9. Entire Agreement This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties.
11.10. Severability
If any clause of this Agreement shall be determined by a court of competent jurisdiction as illegal or unenforceable, then such clause shall be considered separate and severable from the rest of this Agreement, and the remaining provisions shall remain in full force and effect and shall continue to be binding upon the parties as though the
illegal or unenforceable clause had never been included.
IN WITNESS WHEREOF this Agreement has been executed by the parties as of the effective date. SIGNED AND DELIVERED
Page 10 of 10
) PORT BURWELL HISTORICAL SOCIETY )
) ) per:_______________________________ ) Name:
) Position: ) ) I/We have authority to bind the Corporation. ) ) ) The Corporation of the Municipality of Bayham ) ) ) per:_______________________________ ) Name: ) Position: ) ) ) per:_______________________________
) Name: Lorne James ) Position: Acting CAO/Treasurer )
) I/We have authority to bind the Corporation.
RIGHT OF FIRST REFUSAL AGREEMENT
Between:
The Corporation of the Municipality of Bayham
(the “Municipality”)
And
The Port Burwell Historical Society
(the “Organization”)
WHEREAS the Municipality and the Organization have entered into an Agreement of Purchase
and Sale for the Municipality to sell the lands legally described as Pt LT 14 W/S Robinson ST PL
12 Bayham as In BM17576; Bayham, being the whole of PIN 35323-0144 (the Property) to the
Organization;
AND WHEREAS the transfer of the Property is at nominal cost;
AND WHEREAS the Parties desire that if the Organization ever disposes of or changes the use
of the Property from a lighthouse (museum, historical institutional use) that the Municipality have
a right of first refusal to purchase the property at nominal cost;
AND WHEREAS a condition of the Agreement of Purchase and Sale is that the parties enter
into this Right of First Refusal Agreement;
NOW THEREFORE the parties agree as follows:
1. Right-of-First-Refusal: If the Port Burwell Historical Society seeks to transfer the Property
or change the use of the property from a lighthouse (historical, museum, institutional) site,
The Corporation of the Municipality of Bayham has a right of first refusal to purchase the
Property from the Port Burwell Historical Society on the following terms and conditions:
a. The purchase price shall be $1.00.
b. The Port Burwell Historical Society shall notify the Municipality of Bayham of its
intention to transfer the Property prior to publicly listing or otherwise offering to sell or
transfer the property to any other party than the Municipality of Bayham. The Port
Burwell Historical Society shall notify the Municipality of Bayham of its intention to
change the use of the property prior to effecting any such change.
c. The Municipality of Bayham shall have an exclusive ninety (90) day period to provide
notice in writing of its decision to either exercise or decline to exercise its right of first
refusal.
d. During the ninety (90) day period during which the Municipality of Bayham is
permitted to decide whether it will exercise its right of first refusal, the Port Burwell
Historical Society shall reasonably cooperate with the Municipality of Bayham to
permit inspections or provide such information about the condition of the lighthouse
situated on the property as the Municipality of Bayham may require in order to decide
whether to exercise its right.
2. Registration. This Agreement may be registered on title of the Lands pursuant to section 71
of the Land Titles Act.
3. Miscellaneous
3.1. Notice
Except as otherwise specified, where any notice, direction or other communication is required to be or may be given or made by one of the parties hereto to the other, it shall be deemed sufficiently given or made if delivered in writing to such party at the following addresses: MUNICIPALITY:
The Corporation of Municipality of Bayham
56169 Heritage Line, PO Box 160
Straffordville, ON N0J 1Y0
Organization: Port Burwell Historical Society
PO Box 10
20 Pitt Street
Port Burwell. N0J 1T0
3.2. Non-Enforcement Does Not Constitute Waiver No waiver of any part of this Agreement will be deemed to be a waiver of any other provision. No term of this Agreement will be deemed to be waived by reason of any previous failure to enforce it. No term of this Agreement may be waived except in a writing signed by the party waiving enforcement.
3.3. Governing Law
The validity, construction, and performance of this Agreement shall be governed by the laws of the Province of Ontario and the Law of Canada applicable therein from time to time.
3.4. Execution by Counterpart; Electronic Signatures Permitted
This Agreement may be executed in one or more counterparts and thereafter exchanged by scanned, emailed or facsimile transmission methods, each of which document, once
executed, shall constitute an original thereof and all of which together shall constitute one and the same Agreement. This Agreement may be signed by way of electronic signatures, provided that such electronic signatures comply with the Municipality’s policies regarding the same.
3.5. No Assignment without Consent
The Organization may not assign this Agreement or any right or obligation under this Agreement without receiving the Municipality’s written consent in advance. The Municipality’s consent may be unreasonably withheld.
3.6. Severability
If any clause of this Agreement is determined by a court of competent jurisdiction to be illegal or unenforceable, then such clause shall be considered separate and severable from the rest of this Agreement, and the remaining provisions shall remain in full force and effect and shall continue to be binding upon the parties as though the illegal or unenforceable clause had never been included.
3.7. Survival
This Right of First Refusal Agreement and the covenants contained herein shall survive the Agreement of Purchase and Sale and not merge upon completion of the transaction of the Property described in the recitals herein.
IN WITNESS WHEREOF this Agreement has been executed by the parties as of the effective date. SIGNED AND DELIVERED
) PORT BURWELL HISTORICAL SOCIETY ) ) ) per:_______________________________ ) Name: ) Position: ) ) I/We have authority to bind the Corporation. )
) ) The Corporation of the Municipality of Bayham )
) ) per:_______________________________ ) Name:
) Position: ) ) ) per:_______________________________ ) Name: Lorne James ) Position: Acting CAO/ Treasurer
) ) I/We have authority to bind the Corporation.
Page 1 of 8
INITIALS OF BUYER(S): INITIALS OF THE SELLER(S):
Agreement of Purchase and Sale
This Agreement of Purchase and Sale dated this ………………………..day of July 2026.
BUYER, Port Burwell Historical Society agrees to purchase from
SELLER, The Corporation of the Municipality of Bayham the following
REAL PROPERTY:
Address 17 Robinson Street
fronting on the west side of Robinson Street
in the Municipality of Bayham (Port
Burwell)………………………………………………………………………………………………………………………………………...……………………….
and legally described as Pt LT 14 W/S Robinson ST PL 12 Bayham As In BM17576; Bayham, being the whole of PIN
35323-0144 (the “property”).
PURCHASE PRICE: Dollars (CDN$) $1.00
ONE DOLLAR
Buyer agrees to pay the balance as more particularly set out in Schedule A attached.
SCHEDULE(S) A................................................................attached hereto form(s) part of this Agreement.
1. IRREVOCABILITY: This offer by the SELLER may be revoked at any time, in writing, prior to acceptance by
the BUYER.
2. COMPLETION DATE: This agreement shall be completed by no later than 6:00p.m. on the day of [July,
2026]. Upon completion, vacant possession of the property shall be given to the Buyer unless otherwise
provided for in this Agreement.
3. CHATTELS INCLUDED: N/A
4. FIXTURES EXCLUDED: N/A
5. RENTAL ITEMS: The following equipment is rented and not included in the Purchase Price. The Buyer
agrees to assume the rental contract(s), if assumable: See Schedule “A”
6. HST: If the sale of the property (Real Property as described above) is subject to Harmonized Sales Tax
(HST), then such tax shall be included in the Purchase Price. If the sale of the property is not
subject to HST, Seller agrees to certify on or before closing, that the sale of the property is not subject to
HST. Any HST on chattels, if applicable, is not included in the Purchase Price.
7. TITLE SEARCH: Buyer shall be allowed until 6:00pm on the day of [July, 2026]
Page 2 of 8
INITIALS OF BUYER(S): INITIALS OF THE SELLER(S):
(Requisition Date) to examine the title to the property on Buyer’s own expense and until the earlier of : (i)
thirty days from the later of the Requisition Date or the date on which the conditions in this Agreement
are fulfilled or otherwise waived or; (ii) five days prior to completion, to satisfy Buyer that there are no
outstanding work orders or deficiency notices affecting the property, and that its present use
(institutional) may be lawfully continued and that the principal building may be insured against risk of fire.
Seller hereby consents to the municipality or other governmental agencies releasing to Buyer details of all
outstanding work orders and deficiency notices affecting the property, and Seller agrees to execute and
deliver such further authorizations in this regard as Buyer may reasonably require.
8. FUTURE USE: Seller and Buyer agree that there is no representation or warranty of any kind that the
future intended use of the property by Buyer is or will be lawful except as may be specifically provided for
in this Agreement.
9. TITLE: Provided that the title to the property is good and free from all registered restrictions, charges,
liens, and encumbrances except as otherwise specifically provided in this Agreement and save and except
for (a) any registered restrictions or covenants that run with the land providing 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 regular 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 use of the property. If within the
specific times referred to in paragraph 8 any valid objection to title or to any outstanding work order or
deficiency notice, or to the fact the said present use may not lawfully be continued, or that the principal
building may not be insured against risk of fire is made in writing to Seller and which Seller is unable or
unwilling to remove, remedy, or satisfy or obtain insurance save and except against risk of fire (Title
Insurance) in favour of the Buyer and any mortgagee, (with any related costs at the expense of the Seller),
and which 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 Seller shall not be liable for any costs or damages. Save as to any valid objection so made
by such day and except for any objection going to the root of the title, Buyer shall be conclusively deemed
to have accepted Seller’s title to the property.
10. CLOSING ARRANGEMENTS: Where each of the Seller and the Buyer retain a lawyer to complete the
Agreement of Purchase and Sale of the property, and where the transaction will be completed by
electronic registration pursuant to Part III of the Land Registration Act, R.S.O. 1990 Chapter L4 and the
Electronic Registration Act, S.O. 1991, Chapter 44, and any amendments thereto, the Seller and Buyer
acknowledge and agree that the exchange of closing funds, non-registerable documents and other items
(the “Requisite Deliveries”) and the release thereof to the Seller and Buyer will (a) not occur at the same
time as the registration of the transfer/deed (and any other documents intended to be registered in
connection with the completion of this transaction) and (b) be subject to conditions whereby the
lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release
same except in accordance with the terms of a document registration agreement between the said
lawyers. The Seller and Buyer irrevocably instruct the said lawyers to be bound by the document
registration agreement which is recommended from time to time by the Law Society of Upper Canada.
Page 3 of 8
INITIALS OF BUYER(S): INITIALS OF THE SELLER(S):
Unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the
applicable Land Title Office or such other location agreeable to both lawyers.
11. DOCUMENTS AND DISCHARGE: Buyers shall not call for the production of any title deed, abstract, survey
or other evidence of title to the property except such as are in the possession or control of Seller. If
requested by Buyer, Seller will deliver any sketch or survey of the property within Seller’s control to Buyer
as soon as possible and prior to the Requisition Date. If a discharge of any Charge/Mortgage held by a
corporation incorporated pursuant to the Trust and Loan Companies Act (Canada), Chartered Bank, Trust
Company, Credit Union, Caisse Populaire or Insurance Company and which is not to be assumed by Buyer
on completion, is not available in registrable form or completion, Buyer agrees to accept Seller’s lawyer’s
personal undertaking to obtain, one of the closing funds, a discharge in registrable form and to register
same, or cause same to be registered, on title within a reasonable period of time after completion,
provided that on or before completion Seller shall provide to Buyer a mortgage statement prepared by
the mortgagee setting out the balance required to obtain the discharge, and, where a real-time electronic
cleared funds transfer system is not being used, a direction executed by Seller directing payment to the
mortgagee of the amount required to obtain the discharge out of the balance due on completion.
12. INSURANCE: All buildings on the property and all other things being purchased shall be and remain until
completion at the risk of Seller. Pending completion, Seller shall hold all insurance policies, if any, and the
proceeds thereof in trust for the parties as their interests may appear and in the event of substantial
damage, Buyer may terminate this Agreement and have all monies paid returned without interest or
deduction. No insurance shall be transferred on completion.
13. PLANNING ACT: This Agreement shall be effective to create an interest in the property only if Seller
complies with the subdivision control provisions of the Planning Act by completion and Seller covenants
to proceed diligently at Seller’s expense to obtain any necessary consent by completion.
14. DOCUMENT PREPARATION: The Transfer/Deed shall, save for the Land Transfer Tax Affidavit, be
prepared in registrable form at the expense of Seller, and any Charge/Mortgage to be given back by the
Buyer to Seller at the expense of the Buyer. If requested by Buyer, Seller covenants that the
Transfer/Deed to be delivered on completion shall contain the statements contemplated by Section
50(22) of the Planning Act, R.S.O. 1990.
15. RESIDENCY: (a) Subject to (b) below, the Seller represents and warrants that the Seller is not and on
completion will not be a non-resident under the non-residency provisions of the Income Tax Act which
representation and warranty shall survive and not merge upon the completion of this transaction and the
Seller shall deliver to the Buyer a statutory declaration that Seller is not then a non-resident of Canada; (b)
provided that if the Seller is a non-resident under the non-residency provisions of the Income Tax Act, the
Buyer shall be credited towards the Purchase Price with the amount, if any, necessary for Buyer to pay to
the Minister of National Revenue to satisfy Buyer’s liability in respect of tax payable by Seller under the
non-residency provisions of the Income Tax Act by reason of this sale. Buyer shall not claim such credit if
Seller delivers on completion the prescribed certificate.
16. ADJUSTMENTS: Any rents, mortgage interest, realty taxes including local improvement rates and
unmetered public or private utility charges and unmetered cost of fuel, as applicable, shall be apportioned
and allowed to the day of completion, the day of completion itself to be apportioned to Buyer.
Page 4 of 8
INITIALS OF BUYER(S): INITIALS OF THE SELLER(S):
17. PROPERTY ASSESSMENT: The Buyer and Seller hereby acknowledge that the Province of Ontario has
implemented current value assessment, and properties may be re-assessed on an annual basis. The Buyer
and Seller agree that no claim will be made against the Buyer and Seller, or any Brokerage, Broker or
Salesperson, for any changes in property tax on a result of a re-assessment of the property, save and
except any property taxes that accrued prior to the completion of this transaction.
18. TIME LIMITS: 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 Seller and Buyer or by their respective lawyers who may be specifically authorized in that
regard.
19. TENDER: Any tender of documents or money hereunder may be made upon Seller or Buyer or their
respective lawyers on the day set for completion. Money shall be tendered with funds drawn on a
lawyer’s trust account in the form of a bank draft, certified cheque or wire transfer using the Large Value
Transfer System.
20. FAMILY LAW ACT: Seller warrants that spousal consent is not necessary to this transaction under the
provisions of the Family Law Act, R.S.O. 1990 unless Seller’s spouse has executed the consent hereinafter
provided.
21. CONSUMER REPORTS: The Buyer is hereby notified that a consumer report containing credit and/or
personal information may be referred to in connection with this transaction.
22. AGREEMENT IN WRITING: If there is a conflict or discrepancy between any provision 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 Buyer and Seller. There is no representation, warranty, collateral agreement or
condition, which affects this Agreement other than as expressed herein. For the purposes of this
Agreement, Seller means vendor and Buyer means purchaser. This Agreement shall be read with all
changes of gender or number required by the context.
23. TIME AND DATE: Any reference to a time and date in this Agreement shall mean the time and date
where the property is located.
Page 5 of 8
INITIALS OF BUYER(S): INITIALS OF THE SELLER(S):
24. SUCCESSORS AND ASSIGNS: The heirs, executors, administrators, successors and assigns of the
undersigned are bound by the terms herein.
[signature page follows]
Page 6 of 8
INITIALS OF BUYER(S): INITIALS OF THE SELLER(S):
THIS OFFER is dated at the City/Town of ______________________ in the Province of Ontario this ___ day of
___________, 2026.
SIGNED, SEALED, & DELIVERED ) IN WITNESS whereof I have hereunto set my hand and seal:
in the presence of: )
) THE CORPORATION OF THE MUNICIPALITY OF BAYHAM
)
)
)
________________________________ ) __________________________________________________
Witness ) Ed Ketchabaw, Mayor
) I/we have authority to bind the Corporation
)
)
)
________________________________ ) __________________________________________________
Witness ) Lorne James Acting CAO/ Treasurer
) I/we have authority to bind the Corporation
THE UNDERSIGNED ACCEPT(S) THE ABOVE OFFER.
THIS ACCEPTANCE is dated at the City/Town of ______________________ in the Province of Ontario this ___ day
of ___________, 2026.
SIGNED, SEALED, & DELIVERED ) IN WITNESS whereof I have hereunto set my hand and seal:
in the presence of: )
) PORT BURWELL HISTORICAL SOCIETY
)
)
)
________________________________ ) __________________________________________________
Witness )
)
)
)
)
________________________________ ) __________________________________________________
Witness )
)
) I/we have the authority to bind the Society
Page 7 of 8
INITIALS OF BUYER(S): INITIALS OF THE SELLER(S):
Schedule A
Agreement of Purchase and Sale
This Schedule is attached and forms part of the Agreement of Purchase and Sale between:
BUYER, Port Burwell Historical Society , and
SELLER, The Corporation of the Municipality of Bayham
for the purchase and sale of: 17 Robinson Street
dated the …………………… day of 2026.
As-Is, Where-Is: This clause shall supersede any other clause that conflicts with it within this Agreement
of Purchase and Sale. The Buyer hereby acknowledges and agrees that the property that is the subject of
this Agreement of Purchase and Sale is being sold on an as-is, where-is basis. The Seller makes no and
specifically disclaims any representations concerning the property including, without limitation,
representations as to the value of the property, the environmental condition of the property and the
structural integrity or state of maintenance and repair of any structures thereupon. The Buyer has had full
opportunity to review and investigate any deficiencies, including with its retained consultants or
contractors. Where the Buyer has not exercised such diligence, it has voluntarily and specifically waived
such opportunity. The Buyer specifically acknowledges that although the property fronts onto a municipal
highway, it does not have a driveway access and that due to the size of the property it may not be feasible
or permitted to add such access. The Buyer acknowledges and agrees that it is not relying upon any
representation or warranty of any kind or nature made by the Seller with respect to the property and
that, except as expressly set forth in this agreement to the contrary, no such representations were made.
This condition shall be deemed and understood to be a conspicuous disclaimer for the purposes of
Ontario law.
Licence: The Buyer hereby acknowledges and agrees that it has been made aware of, and been provided
with, a copy of the licence agreement permitting the guywires that temporarily assist with the structural
viability of the lighthouse to be placed on the neighboring lands. The Buyer hereby acknowledges and
agrees that it has had the opportunity to review the licence and finds it to be acceptable.
Title: The Buyer hereby acknowledges that the Seller does not have registered title to the property.
Completion of the transaction contemplated herein is conditional on the Land Registry Office certifying
title in the name of The Corporation of the Municipality of Bayham on or before closing.
Right of First Refusal: This offer is conditional on the Parties executing an agreement substantially in the
form of Schedule “B” that provides for a right of first refusal for the Municipality of Bayham to re-
purchase the property.
The Buyer acknowledges that the right of first refusal will be registered on title.
Page 8 of 8
INITIALS OF BUYER(S): INITIALS OF THE SELLER(S):
The Buyer agrees to pay the balance of the purchase price, subject to adjustments, less the hold back
described below, to the Seller on completion of this transaction.
The Buyer shall have the right to inspect the property two further times prior to completion, at a mutually
agreed upon time. The Seller agrees to provide access to the property for the purpose of this inspection.
The Seller shall be permitted to have a designated representative present during the inspection.
1
Alan Bushell
To:Bayham
Subject:RE: Port Burwell Lighthouse
From: Tom Manley
Sent: Friday, June 26, 2026 9:16 AM
To: Bayham <bayham@bayham.on.ca>
Subject: Port Burwell Lighthouse
To: Mayor and Council
Dear Members,
It is my understanding that the Port Burwell Historical Society has approached Council in an undertaking
of assuming ownership of the Port Burwell Lighthouse with the intent of restoring this important
landmark . It is also my understanding that as a not-for-profit organization the Society has licence to
explore revenue sources well beyond the restrictions that local government is allowed to access. I
encourage council to give priority to any decision that expedites this process.
Sincerely
Tom Manley
Past member: Blue Flag Beach Committee
Member: Otter Valley Naturalists
Get Outlook for iOS
1
Alan Bushell
To:Sandra McQuiggan
Subject:RE: Comments regarding the Port Burwell Lighthouse
From: rose beuk
Sent: Saturday, June 27, 2026 1:19 PM
To: Bayham <bayham@bayham.on.ca>
Subject: Comments regarding the Port Burwell Lighthouse
June 27, 2026
To Municipality of Bayham, Mayor Ed Ketchabaw, Deputy Mayor Rainey Weisler, and Councillors, Tim
Emerson, Susan Chilcott, and Dan Froese,
Please accept my comments on the Port Burwell Lighthouse.
I’m very disappointed that your council meeting regarding the lighthouse took place the same night as the
Port Burwell Historical Society Lighthouse meeting at the Legion on Thursday, June 25th.
It unfortunate that the public was not given an opportunity to provide input to council regarding the lighthouse
whether they were in support or against the declaration of surplus. This shows disregard for the concerns of
Bayham residents and excludes them from any opportunity to offer suggestions, recommendations or
alternatives to a very controversial topic. Inclusion leaves people with a more supportive opinion. Exclusion
shows that you do not care about the input of residents of Bayham them or how your decisions might affect
them.
A townhall meeting would have been inclusive. This was an example of the opposite.
Once council has decided, what recourse is there?
Historically, the Port Burwell lighthouse was once a very important and highly valued landmark that guided
ships safely into port, making Port Burwell a thriving business centre.
Many relatives of the original founders still reside in the area, and many tourists look forward to seeing the
lighthouse that welcomes them to the East Beach or the view from the top to see the beautiful panoramic
view of Lake Erie.
However, the lighthouse, like all buildings made of wood require ongoing maintenance. Unfortunately,
through the years, the lighthouse has lost its historical significance and value to our current council and
maintaining it was no longer a priority. As a result, the lighthouse has deteriorated to the point where access
is no longer safe. It sits locked and hobbled to the dismay of locals and tourists alike. And our current council
who saw no value in maintaining it, no longer sees value in repairing it or even keeping it.
I'm assuming that the lighthouse will need to be removed from the municipal logo if they no longer own it, or
the new owners will require payment for the use of the image.
Regardless, the most important thing in my mind, is to restore the lighthouse and return it to its original
stature as one of Port Burwell's and Elgin County's major tourist attractions.
2
Respectfully,
Rose Sofalvi Beuk
1
Alan Bushell
From:Marni Wolfe
Sent:Monday, June 29, 2026 6:30 PM
To:Alan Bushell
Subject:Public Consultation: Lighthouse
June 29, 2026
Municipal Clerk Alan Bushell,
Please accept this letter as correspondence for Mayor and Council regarding the future ownership of
the Port Burwell Lighthouse.
I am writing to express my full support for the Municipality of Bayham transferring ownership of the
Port Burwell Lighthouse to the Port Burwell Historical Society.
The lighthouse is one of Bayham’s most recognizable and historically significant landmarks.
Preserving it for future generations requires a long-term commitment of volunteers, fundraising, grant
applications, and community engagement; areas in which not-for-profit organizations often excel. The
Port Burwell Historical Society has demonstrated its dedication to preserving our local history, and I
believe it is well positioned to lead this important restoration effort.
Bayham has a strong history of working with community organizations to preserve and enhance
valued public assets. The Edison Museum, the Vienna Lions Community Centre, and the
Straffordville Community Centre all demonstrate how dedicated volunteers and community
organizations can successfully steward facilities that enrich our municipality. These organizations,
although their models differ, leverage volunteer hours, donations, sponsorships, fundraising events,
and grant opportunities in ways that municipalities often cannot. Their work allows taxpayer dollars to
remain focused on essential municipal services and infrastructure while ensuring these community
assets continue to thrive.
For that reason, I also support Council transferring the Lighthouse Reserve Fund to the Port Burwell
Historical Society as part of any ownership agreement. Those funds were established specifically for
the benefit of the lighthouse. If ownership is transferred, it is appropriate that the reserve accompany
the asset and continue to be used solely for its restoration, preservation, maintenance, and long-term
sustainability just as was done in the past with the BHS and the Vienna Lions.
I also believe any transfer agreement should include appropriate safeguards to protect the public
interest, such as ensuring the property remains dedicated to heritage purposes, that it cannot be sold
for private gain, and that provisions exist to protect the municipality should the Historical Society ever
be unable to fulfill its obligations. With those protections in place, I believe Council can confidently
support both the transfer of ownership and the associated reserve fund.
Bayham faces significant demands on its financial resources, particularly with respect to water,
wastewater and stormwater infrastructure, roads, bridges, municipal facilities, and other core
services. Supporting capable community organizations in preserving heritage assets allows the
municipality to focus limited tax dollars on these essential priorities while ensuring treasured
landmarks like the Port Burwell Lighthouse continue to be preserved and celebrated.
2
I commend Council for exploring a solution that supports heritage preservation through community
leadership. I respectfully encourage Council to move forward with the transfer of ownership and the
Lighthouse Reserve Fund to the Port Burwell Historical Society, subject to appropriate legal
protections that safeguard both the municipality’s interests and the future of this important community
landmark.
Thank you for your time, consideration, and continued service to our community.
Sincerely,
Marni Wolfe
Sent from my iPhone
1
Alan Bushell
From:Ken Andrews
Sent:Tuesday, June 30, 2026 12:21 PM
To:Alan Bushell
Subject:Public Comments: Lighthouse
Good Day Alan,
Please accept this letter as correspondence for the Mayor and Council regarding the future ownership of
the Port Burwell Lighthouse. I am writing to express my full support for transferring ownership of the Port
Burwell Lighthouse to the Port Burwell Historical Society, as I believe the HistoricaL Society has the
volunteer commitment, fundraising experience, and community support needed to preserve this
important heritage landmark for future generations. I would also support and suggest transferring the
Lighthouse Reserve Fund to the Historical Society as part of the ownership agreement, provided
appropriate legal safeguards are in place to ensure the property remains protected and dedicated to
heritage purposes. I respectfully encourage the Council to move forward with this transfer and thank you
for your time, consideration and continued service to our community.
Sincerely,
Ken Andrews
1
Alan Bushell
From:Douglas Park
Sent:Tuesday, June 30, 2026 3:02 PM
To:Alan Bushell
Subject:Port Burwell Lighthouse
Please move the lighthouse from municipal ownership over to the port burwell historical society as soon
as possible.
They have their house in order to deal with what needs to be done.
Builder
Lawyer
Staff
Money's shown in place
Ongoing commitment
Doug and conny
1
Alan Bushell
From:Derek Harms
Sent:Tuesday, June 30, 2026 9:23 PM
To:Alan Bushell
Subject:Port Burwell light house
Sell it. Get rid of it for a profit if possible, don’t waste our tax on something so useless. Let the past go
and invest in the future. Do something worth more.
1
Alan Bushell
From:Cindy Stewart
Sent:Wednesday, July 1, 2026 4:33 PM
To:Alan Bushell
Subject:Lighthouse
Hello
I am writing in support of the transfer of ownership of the Lighthouse to the Port Burwell Historical
Society through sale or disposition.
The Port Burwell Historical Society has demonstrated commitment to this project and the transfer of
ownership would allow for alternative funding sources, grants and community fundraising efforts and in-
kind work that could make the restoration financially viable while removing the burden from municipal
resources.
Thank you for your time and consideration
Sincerely
Cindy and Al Stewart
Get Outlook for iOS
1
Alan Bushell
From:Lindsay W
Sent:Sunday, July 5, 2026 9:31 AM
To:Alan Bushell
Cc:Ed Ketchabaw; Rainey Weisler; Timothy Emerson; Dan Froese; Susan Chilcott
Subject:Transfer of Ownership of the Lighthouse - July 2026
Dear Clerk, Mayor and Council,
I am writing to express my wholehearted support for the transfer of ownership of the Port Burwell
Lighthouse to the Port Burwell Historical Society.
The Port Burwell Lighthouse is more than a historic structure—it is a symbol of our community’s identity.
For generations, it has stood as a reminder of our rich history and continues to be one of the first
landmarks that residents and visitors associate with Port Burwell. It deserves to be restored, preserved,
celebrated, and cared for by an organization whose sole mission is protecting our local heritage.
The Port Burwell Historical Society has consistently demonstrated its passion and commitment to
preserving the history of our community. I cannot think of a more appropriate steward for one of
Bayham’s most treasured historical assets. Their dedication, knowledge, and volunteer spirit give me
confidence that the lighthouse will continue to be maintained, interpreted, and shared with future
generations.
From a financial perspective, transferring ownership is also a responsible decision. It relieves the
municipality of the ongoing costs associated with owning and maintaining the lighthouse and removes
the need for a dedicated tax levy to support it. At a time when municipalities face increasing financial
pressures, this represents a practical solution that protects an important heritage site while reducing the
burden on taxpayers.
This is a rare opportunity where everyone benefits. The lighthouse can be restored and preserved, the
Historical Society is empowered to continue its important work, taxpayers are relieved of ongoing costs,
and our community retains one of its most treasured landmarks under the care of people who are deeply
invested in its future.
I respectfully encourage Council to approve the transfer of ownership to the Port Burwell Historical
Society. I believe this decision reflects both sound fiscal responsibility and a lasting commitment to
preserving the history that makes Port Burwell such a special place to call home.
Thank you for your time, your thoughtful consideration, and your continued service to our community.
Respectfully,
Lindsay Walsh
1
Alan Bushell
From:Deborah Andrews
Sent:Tuesday, July 7, 2026 9:38 AM
To:Alan Bushell
Subject:Port Burwell Lighthouse
I would like to say that the sale or disposiƟon of the lighthouse is a good idea. I feel the Bayham Historical Society would
be the best chance of saving it and not impose more expenses on the municipality. Hopefully we can move forward with
this plan. Thank you, Deborah Andrews.
Sent from my iPad
1
Alan Bushell
From:Barry Wade
Sent:Thursday, July 16, 2026 4:33 PM
To:Alan Bushell
Subject:Comments and concerns for Lighthouse Transfer
Attachments:Lighthouse tranfer agrements questions.pdf
Good afternoon, Alan, please find attached are my questions to be posted for the public open house. Hopefully
we will get a response to all of the questions and comments.
Thanks
Barry
1) Has the municipality forwarded all engineering studies completed on the Lighthouse to
the PBHS. If not, why has this information not been forwarded to them.
2) Did the PBHS get a legal opinion from an independent lawyer or did they use the
Municipal lawyer.
3) Has the Municipality or the PBHS have any discussions with LPRCA (Long point
Conservation Authority) as the lighthouse is identified in a regulated area and also
shown to be in a hazard zone according to LPRCA mapping.
4) Has there been any slope stabilization studies completed to date.
5) Is it the intent of the Municipality to enforce the heritage designation onto the PBHS as
the Municipality would be the governing official to ensure the historical designation is
protected during the rebuild.
a) If not will the PBHS be following the heritage designation and finally completing
registration the Lighthouse as a heritage designated building. If not than why?
6) Within the tentative agreement will the municipality be offering any cash incentives
included in the transfer of ownership. If so, what is the dollar amount?
7) Is the Municipality including any additional land or structures included in this tentative
agreement such as the existing Marine Museum and or other structures located on
municipal / private land.?
8) Is the municipality assisting in the transfer of such as structure with salaries for a curator.
9) If the agreement to transfer the lighthouse to the PBHS was to go through, and if for any
reason the PBHS was not able to commit to a long-term ownership will the lighthouse be
transferred back to the municipality.
a) Can the municipality refuse to accept the ownership back?
b) What happens if the PBHS receives funding their organization, and ownership is
transferred back to the Municipality could the funding received be in jeopardy as the
municipality may not be eligible for such funding and what happens then?
c) Has the municipality offered a phased in approach / transition of ownership.
10) Has the municipality or the PBHS entered into a long-term lease agreement with the
abutting landowner, if so, what is the terms of the agreement.
11) In order to protect the stability of the lighthouse has there been any conditions put
against the abutting landowner as to not structurally affect the stability of the land.
12) Once or if the transfer occurs will the PBHS be exposing their construction cost to the
public, who is doing the work and any conflicts of interest.
13) Will a title search be completed confirming ownership, encumbrances, easements or
restrictions.
14) Assuming all insurance and liability exposure will be covered by the municipality and or
the PBHS
15) Will the PBHS be providing a funding strategy
16) Will the PBHS be providing an operating budget covering
a) Utilities
b) Maintenance
c) Staffing / volunteers
d) Insurance
e) Revenue model, evaluate potential income streams (tours, events and partnerships.
f) Cash Flow analysis to ensure the nonprofit can sustain operations during multi-year
restoration.
g) Contingency planning – include a 20 to 30% contingency for heritage restoration cost
and overruns.
h) Financial disclosures – prepare audited financials, governance documents, and
compliance records for municipal and public review.
17) Will the PBHS be providing Construction oversight:
a) Will the identity of the consultants and their expertise in heritage projects be provided
b) Will there be a general contractor or is the PBHS acting as the GC.
c) Who is responsible for oversight of the project
d) Will contracts be sent out for tender
e) Will contracts with PBHS members be known to prevent any conflicts of interest.
f) Will tenders be open to the public
g) What measures will be taken to temporary protect the structure until funding is
secure.
h) Has a mechanical consultant been retained to mediate high humidity levels within the
building.
18) Governance and Organizational Capacity
a) Organizational capacity – Assess whether the PBHS has the expertise to manage a
heritage project.
b) Board readiness – confirm board members understand the risk and obligations
c) Volunteer capacity – Evaluate availability of volunteers for operations, tours and
maintenance
d) Policies and procedures – ensure governance documents cover
1) Asset management
2) Risk Management
3) Public safety
4) Conflicts of interest – to ensure no board member has conflicting interest related
to the property.
19) Risk management has the municipality reviewed
a) Risk management – identify operational, financial, legal and reputational risks.
b) Structural failure risk – evaluate worst case scenarios and mitigation plans
c) Funding risk – Assess likelihood of securing full restoration funding
d) Long term sustainability – determine whether the PBHS can support the lighthouse
for decades.
e) Exit strategy – define what happens if the nonprofit can no longer maintain the
property.
20) Final Decision Criteria Before the municipality is in agreement with the transfer of
ownership to the PBHS, the PBHS should be able to the answer YES to all of the
following:
a) Structural feasibility
b) Structural Integrity
c) Restoration is possible and safe
d) Financial capacity
e) Funding Strategy
f) Funding sources are realistic and sufficient
g) Legal clarity
h) Heritage obligations
i) All legal obligations are understood and manageable
j) Operational readiness
k) Organizational capacity
l) The nonprofit can operate the site long term
m) Community alignment
n) Community engagement
o) The project has strong community support.
p) Adjacent land lease agreements for the stabilization system be in place for long term
rights to keep or modify, if necessary, prior to any transfer discussions proceed.
1
Alan Bushell
From:Debbie Marlatt
Sent:Wednesday, July 8, 2026 6:51 PM
To:Alan Bushell
Subject:Lighthouse
Dear Mr. Bushell,
I hope you are well.
I understand that the Municipality is inviƟng public comments regarding the decision to declare the Port Burwell
Lighthouse surplus. Before providing any meaningful feedback, I would appreciate clarificaƟon on several important
points. At present, the public noƟce does not explain what is exactly being purposed beyond the surplus decision. Could
you please advise?:
-The Municipality is proposing to transfer ownership of the Lighthouse to the Port Burwell Historical Society;
> what are the proposed terms and condiƟons of the transfer?
Will you be sharing the agreement that has been made in principle prior to the July 21st deadline for public input?
> what is the typical membership of the Historical Society has been over the last 10 years?
Public consultaƟon is most effecƟve when residence has sufficient informaƟon to understand the proposal and its
potenƟal impacts. Without these details, it is difficult for members of the public to provide informed and meaningful
comments.
Thank you for your assistance. I look forward to your response.
Sincerely
Deb MarlaƩ
1
Alan Bushell
From:Debbie Marlatt
Sent:Wednesday, July 15, 2026 3:18 PM
To:Alan Bushell
Subject:Lighthouse
Dear Mr. Bushell,
A few more quesƟons, perhaps if you like you can put them together with my other concerns,
>. Every year the Municipality had budgeted for the lighthouse. What now??
> What experience does the PPHS have in grant wriƟng as it is a very complex task
> How many grants have been received to date and the value of those grants?
> How many member does the PPHS typically have had in the last 8 years and how many are sƟll remaining?
> What experƟse within those members exists ie, electrician, plumber, carpenter, painter (professional), Architecture
specialist, masonry specialist, or building designers ect.
>The municipality and A-Link indicated the cost would be 1.5 million dollars . What grant stream do they expect to get
for 1.5 million?
> If the PPHS is not successful and it goes back to the municipality, what is their plans then? Restore? Or tear down?
> Does the PPHS plan on leaving the lighthouse where it is and not moving it?
Those are my quesƟons for now. Thank you.
Deb
THE CORPORATION OF THE MUNICIPALITY OF BAYHAM BY-LAW NO. 2026-044 A BY-LAW TO AUTHORIZE THE TRANSFER OF LANDS OWNED BY THE MUNICIPALITY OF BAYHAM TO THE PORT BURWELL HISTORICAL SOCIETY WHEREAS Section 8 of the Municipal Act, 2001, S.O. 2001, c. 25, as amended, provides that a
municipality 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 Section 270(1) of the Municipal Act provides in part that every municipality with authority to sell land shall pass a by-law establishing procedures governing the sale of land; AND WHEREAS the Municipality of Bayham passed By-law No. 2015-021 to establish a procedure governing the sale of municipal owned land; AND WHEREAS the Council of the Municipality of Bayham is desirous of selling property owned by the Municipality and has completed procedures pursuant to By-law No. 2015-021 for the sale of the subject lands; NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE MUNICPALITY OF BAYHAM ENACTS AS FOLLOWS: 1. THAT the Council of the Municipality of Bayham authorizes the Mayor and Clerk to execute
all documents as may be necessary to provide for the transfer of real property described as PLAN 12 PT LOT 14, Municipality of Bayham, County of Elgin, to the Port Burwell Historical Society; 2. AND THAT the Council of the Municipality of Bayham authorizes the Mayor and Clerk to execute any ancillary Agreements pursuant to the Agreement of Purchase and Sale; 3. AND THAT the Municipality of Bayham assigns the five year land use licensing agreement to the Port Burwell Historical Society; 4. AND THAT the following are Schedules to this by-law, attached hereto:
• Schedule “A” Grant Agreement
• Schedule “B” Right of First Refusal Agreement
• Schedule “C” Agreement of Purchas and Sale
• Schedule “D” Five Year Licensing Agreement 5. 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 30th DAY OF JULY 2026. MAYOR CLERK
Page 1 of 10
AGREEMENT
THIS AGREEMENT made this ____ day of July, 2026 (the “Effective Date”). BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF BAYHAM
(hereinafter called the “Municipality”)
OF THE FIRST PART - AND - PORT BURWELL HISTORICAL SOCIETY
(hereinafter called “Organization”)
OF THE SECOND PART
RECITALS:
WHEREAS section 107(1) of the Municipal Act, 2001, c. 25, provides that Council may
provide a grant to a group for any purpose that Council considers in the interest of the
Municipality;
AND WHEREAS Bayham Municipal Council wishes to provide financial assistance to the
non-profit Organization for a project that Council considers to be in the interests of the
Municipality;
AND WHEREAS the Municipality and the Organization now wish to formalize their
agreement;
NOW THEREFORE in consideration of the sum of TWO DOLLARS ($2.00) now paid by
each party to the other as well as the mutual covenants contained herein, the nature and
extent of which consideration is acknowledged as sufficient and received, the Parties
hereto agree as follows:
1. GENERAL
1.1. Purpose of Agreement
This Agreement is for the provision of a Grant to the Organization in return for certain guarantees assuring the Municipality of the benefit of the Project to the Municipality and use of the Grant by the Organization for the faithful completion of the Project.
2. DEFINITIONS AND INTERPRETATION
2.1. Definitions In this Agreement, unless the context otherwise requires, the following terms, regardless of capitalization, shall have the following meanings:
Page 2 of 10
2.1.1. "Confidential Information"
"Confidential Information" shall mean any non-public information, whether in oral, written, electronic, or other form, disclosed by the Municipality to the Organization that is identified as confidential or would reasonably be understood to be
confidential under the circumstances. Confidential Information includes, but is not limited to, personal health information, municipal plans, policies, proprietary data, financial information, infrastructure plans, public safety strategies, internal reports,
and any other information that is not publicly available.
2.1.2. “Council”
“Council” means the elected municipal council of the Municipality. 2.1.3. “Effective date” “Effective date” means the date set out at the top of the Agreement.
2.1.4. “Grant”
“Grant” means all moneys, funds, or other financial instruments or products
disbursed or given by the Municipality to the Organization, including funds disbursed or given via a sale of lands or goods to the Organization for a cost below market value.
2.1.5. “Project” “Project” means the stabilization, repair and ongoing maintenance or carrying costs of the Port Burwell Lighthouse located at the address municipally known as 17
Robinson Street, inclusive of any professional consultants, engineering, design, construction, maintenance, or other reasonable expense incurred by the Organization in keeping the Port Burwell Lighthouse in a state of good repair for the
benefit of the general public.
2.2. Interpretation 2.2.1. [INTENTIONALLY DELETED].
2.2.2. Gender/Number
Words importing the singular shall include the plural and vice versa. Words importing gender shall include all genders.
2.2.3. Headings Do Not Govern
The headings contained in this Agreement are for reference only and in no way affect this Agreement.
2.2.4. “Include”
All instances of the word “include” and all conjugations thereof should be read as
though immediately followed by the words “without limitation”.
3. GENERAL COVENANTS OF THE ORGANIZATION
Page 3 of 10
In addition to the other requirements of this Agreement, the Organization hereby acknowledges, agrees, and covenants that: i) The Organization is a legal entity that agrees to be bound to complete the Project
as set out in section 2.1.5;
ii) The Organization is and will continue to be throughout the Term of this Agreement a nonprofit organization based out of the Municipality of Bayham; iii) The Organization will use the Grant or any portion thereof only for purposes directly relating to the Project, as described in section 2.1.5; iv) Should any portion of the Grant not be utilized by the Organization for the Project then the Organization shall immediately return the unused portion of the Grant to
the Municipality following completion of the Project;
v) At all relevant times during the effective Term of this Agreement, the Organization shall have and maintain at least the following governance procedures: a. procedures to provide for the prudent and effective management of Grant funds and monies;
b. procedures to ensure thorough record-keeping; c. procedures to enable the successful undertaking of the Project; d. procedures to enable the preparation and delivery of all reports required herein.
4. GENERAL COVENANTS OF THE MUNICIPALITY
4.1 The Municipality shall disburse a grant of TWO-HUNDRED AND FIFTY-THREE THOUSAND, FOUR HUNDRED AND SEVENTY-NINE DOLLARS AND SIXTEEN CENTS ($253,479.16), the total cash grant being comprised of the balance of the Municipality’s Lighthouse Reserve of $53,479.16 and additional funds $200,000, to the Organization within ninety (90) days of the transfer of 17 Robinson Street from the Municipality to the Organization.
4.2 The Municipality shall make a grant to the Organization by selling the Project Lands (know Municipally as 17 Robinson Street, Port Burwell) to the Organization for nominal
consideration instead of market value, which both Parties acknowledge and agree to be a grant pursuant to this Agreement having a value of TWO THOUSAND AND FIVE-HUNDRED ($2,500). For clarity, the cash grant described in section 4.1 and the land grant described in section 4.2 shall collectively be referred to herein as the “Grant”.
4.3 This Grant is conditional upon the Organization obtaining registered title of the Project Lands.
5. SUMMARY OF PROJECT AND GRANT
The Parties acknowledge and agree upon the following particulars of the Project and Grant:
Page 4 of 10
Anticipated Commencement Date of Project: Upon transfer of 17
Robinson Street from the Municipality to the Organization.
Anticipated Completion Date of Project: Five years after the
Commencement Date.
Amount of Grant and Disbursement Schedule: The amount and disbursement schedule described in section 4.
The term of this Agreement is from the effective date to the later of the Anticipated Completion Date and the Actual Completion Date of the Project. Time is of the essence in
this agreement.
The Municipality hereby acknowledges and agrees that stabilization repair, such that the Port Burwell Lighthouse is structurally stable, without the assistance of guywires or other external stabilizing equipment, in the opinion of a professional engineer, utilizing the Grant funds shall be deemed to be the Actual Completion Date, notwithstanding that there may be
ongoing maintenance, repair and carrying costs thereafter.
6. TERMINATION
6.1. Termination for Cause
In the event of a material default hereunder by the Organization, which shall include any material failure to meet any material obligation imposed by this Agreement, any unapproved delay in the Project of more than ninety (90) days, any expenditure of Grant funds on an ineligible service, good, or purpose, or any act of willful misconduct or bad faith, the Municipality may cancel the Grant by providing written notice to the Organization. Prior to any such cancellation, the Municipality shall provide the Organization with written notice of the alleged default and the Organization shall have a period of thirty (30) days (or such longer period as is reasonably necessary to cure such default, provided the Organization commences cure within such thirty (30) day period and diligently pursues such cure to completion) to cure the default. If the default is not cured within the applicable cure period, the Municipality may cancel the Grant by providing written notice to the Organization. In the event of such cancellation, any and all Grant monies previously disbursed to the Organization pursuant to section 4.1, that have not been expended on the Project in accordance with this Agreement, are due and payable to the Municipality by the
Organization. Such payment shall be delivered by the Organization within thirty (30) days of receipt of a written notice of cancellation. Funds not returned within thirty (30) days of receipt of such notice shall be subject to interest at the statutory post-judgment interest rate
published in accordance with s. 127 (2) of the Courts of Justice Act, R.S.O. 1990, c. C.43 (currently located at https://www.ontario.ca/page/prejudgment-and-postjudgment-interest-rates#section-4) beginning on the thirty-first (31st) day after receipt of the notice of cancellation.
In the event that the Municipality terminates this Agreement for cause, the portion of the Grant described in section 4.2 will be deemed to be repaid if the Municipality exercises its right of first refusal to the lands. If the Municipality declines to utilize the option to obtain title
Page 5 of 10
to the lands, then the portion of the Grant described in section 4.2 shall be forgiven.
For clarity, if any agent of the Organization engages in conduct toward any Municipal agent, including Municipal officers, staff, volunteers, or other agents, that constitutes a material violation of a workplace policy of the Municipality, including anti-harassment and anti-
bullying policies, such conduct shall constitute a default under this agreement that may form the basis for termination for cause under this provision.
The parties agree and acknowledge that any obligations for payment of any amount owing to the Municipality shall indefinitely survive the termination of this Agreement for any reason.
6.2. Termination by Organization
In the event of a material default by the Municipality, which shall include any material failure to meet any material obligation imposed by this Agreement, including failure to disburse the Grant as contemplated herein, the Organization may terminate this Agreement by providing
written notice to the Municipality. Prior to any such termination, the Organization shall provide the Municipality with written notice of the alleged default and the Municipality shall have a period of thirty (30) days to cure the default. If the default is not cured within such
period, the Organization may terminate this Agreement upon written notice. In the event of such termination by the Organization, the Organization shall retain any Grant funds already disbursed and expended on the Project in accordance with this Agreement, but shall repay any amount disbursed but not yet expended on the Project.
7. SAFETY AND EQUIPMENT 7.1. Safety
The Organization warrants and agrees that it has the expertise, knowledge, and abilities necessary to ensure compliance with all relevant safety standards applicable to the Project, which include statutory, regulatory, by-law, professional, and other applicable
safety standards. The Parties therefore agree that ensuring that the Project is performed in a manner that ensures the safety of the Organization, Equipment operators, members of the public, and public and private property is the sole
responsibility of the Organization. Should the Organization lack any required expertise, knowledge, and/or ability to ensure such compliance, it shall ensure that it (a) subcontracts such responsibility to a third party having such expertise, knowledge, and abilities, and (b) that the Organization shall enter into a contract with said third party binding that party to safety and equipment requirements no less restrictive than those herein. The Municipality shall have no responsibility for safety of the Project.
7.1.1. Safety Training Required Any and all operators, employees, or other agents of the Organization shall be trained in a manner that ensures that their duties are carried out safely and in compliance with relevant statutory, regulatory, professional, or other applicable standards.
7.1.2. Organization to Ensure Compliance
Page 6 of 10
The Organization warrants that it is aware of and will at all times ensure compliance with all relevant safety standards, which include statutory, regulatory, by-law, professional, and other applicable safety standards, including under the
Occupational Health and Safety Act, R.S.O. 1990. C. O.1, as amended from time to time. 7.1.3. Workplace Safety and Insurance Board
If the Organization has employees or is otherwise required to register with the Workplace Safety and Insurance Board, then upon execution of this Agreement and upon request thereafter the Organization must obtain and forward to the
Municipality a certificate of clearance from the Workplace Safety and Insurance Board stating that, as of the current date, the Organization is in good standing with the Board.
7.1.4. Ministry of Labour Requirements
The Organization shall ensure that its employment practices, employment standards, and notices of contract comply with all relevant statutes, regulations, and requirements of the Ministry of Labour.
8. INSURANCE
The Organization shall take out and keep in force throughout the term of this Agreement a comprehensive policy of public liability and property damage, which shall include bodily injury and property damage liability, personal injury liability, completed operations liability,
and blanket contractual liability with a severability of interest and cross liability clause. Such policy shall provide coverage in respect of any insurable event with a minimum limit of $5,000,000.00 (Five Million Dollars), exclusive of interest and cost, against loss or damage resulting from bodily injury to, or death of, one or more persons and loss of or damage to property. Such policy shall further name the Municipality as additional insured. The Organization shall, at the request of the Municipality, forward a certified copy of the policy or certificate thereof to the Municipality before the work is started.
All aforementioned policies of insurance shall:
i) Be written with an insurer licensed to do business in Ontario; ii) Be non-contributing with, and will apply only as primary and not excess to, any other insurance or self-insurance available to the Municipality;
iii) Provide that any deductible amounts shall be borne by the Organization.
9. INDEMNITY
The Organization shall indemnify and hold harmless the Municipality, its officers, Municipal Council, employees and volunteers from and against any third-party liabilities, claims, expenses, demands, losses, costs (including reasonable legal costs), damages, suits or proceedings arising out of (a) the negligence or willful misconduct of the Organization or its
Page 7 of 10
agents, employees, or subcontractors in connection with the Project; (b) any material breach by the Organization of its obligations under this Agreement; (c) any breach by the
Organization of applicable laws in connection with the Project, or (d) any liability arising out the Organization’s ownership or occupancy of the land including claims subject to the Occupier’s Liability Act, except to the extent such liabilities, claims, expenses, demands,
losses, costs, damages, suits or proceedings arise from the negligence or willful misconduct of the Municipality or any breach by the Municipality of this Agreement. The Organization shall take due and proper precautions for the prevention of accidents to its employees and other persons and property during or in consequence of the work and should the Municipality incur, pay, or be put to any loss, damages, costs, charges or expenses or claims arising out of any failure to do so, the Organization shall, upon demand, repay the same to the Municipality. These indemnities shall survive the expiration or termination of this Agreement for a period of three (3) years.
10. RECORDKEEPING, REPORTING, AND RIGHTS OF INSPECTION
10.1. Recordkeeping The Organization shall preserve all accounts, records, receipts, vouchers, and other documents pertaining to the Project or the use of the Grant. Such records must remain
available for inspection by the Municipality until the expiration of two (2) years from the date of the completion of the Project.
10.2. Requirement to Report
The Organization shall submit a Project Report to the Municipality no later than six months after the commencement of the Project and at least every additional six months thereafter until all Grant funds that have been spent by the Organization. Thereafter, and through the completion of the Project, the Organization shall submit annual Project Reports. The Organization shall submit a final Project Report within sixty (60) days of completion of the Project. Project Reports shall contain a detailed financial accounting of the use of Grant funds.
10.3. Rights of Inspection The Organization will grant Municipality staff access to its records of the Project and Grant for the purpose of determining compliance with this Agreement, subject to the
following conditions: (a) the Municipality shall provide at least ten (10) business days’ prior written notice of any inspection or audit, specifying the records or information to be reviewed; (b) inspections and audits shall be conducted during normal business hours
and shall not unreasonably interfere with the Organization’s operations; (c) the Municipality’s access shall be limited to records and information reasonably related to the Project and the use of Grant funds; (d) the Municipality and its authorized
representatives shall keep confidential any non-public information obtained during any inspection and shall use such information solely for the purpose of verifying compliance with this Agreement; and (e) the Municipality shall bear its own costs in connection with any inspection or audit. The Municipality shall have the right to make copies of, and take extracts from, records reviewed during any such inspection, provided that any such
Page 8 of 10
copies or extracts shall be kept confidential in accordance with this Section.
11. MISCELLANEOUS
11.1. Acknowledgement of Contribution The Organization shall, as approved by the Municipality, acknowledge the financial support of the Municipality in major publications and formal press releases relating to
the Project. The Organization shall note in any such publication that the views expressed therein are not necessarily the views of the Municipality.
11.2. Confidentiality and Disclosure
The Organization hereby agrees to keep confidential all confidential information
received from the Municipality, except as otherwise required by law. The Organization acknowledges that all records, including information received from the Organization, which are in the custody or control of the Municipality are subject to the Municipal
Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. M.56, as amended or replaced, and may be subject to disclosure thereunder. The Organization hereby attests to its knowledge of the Municipal Freedom of Information and Protection
of Privacy Act and the regulations thereto.
11.3. Delay
Should there be any interruption or delay that could reasonably jeopardize the completion of the Project, the Organization shall advise the Municipality as soon as practicable.
11.4. Notice
Except as otherwise specified, where any notice, direction or other communication is
required to be or may be given or made by one of the parties hereto to the other, it shall be deemed sufficiently given or made if delivered in writing to such party at the following addresses:
MUNICIPALITY: The Corporation of the Municipality of Bayham
PO Box 160, 56169 Heritage Line
Straffordville ON N0J 1Y0
ORGANIZATION: Port Burwell Historical Society PO Box 10
20 Pitt Street
Port Burwell. N0J 1T0
Page 9 of 10
11.5. Non-Enforcement Does Not Constitute Waiver
No waiver of any part of this Agreement will be deemed to be a waiver of any other provision. No term of this Agreement will be deemed to be waived by reason of any previous failure to enforce it. No term of this Agreement may be waived except in a writing signed by the party waiving enforcement.
11.6. Governing Law
The validity, construction, and performance of this Agreement shall be governed by the laws of the Province of Ontario and the Law of Canada applicable therein from time to time.
11.7. Execution by Counterpart; Electronic Signatures Permitted This Agreement may be executed in one or more counterparts and thereafter exchanged by scanned, emailed or facsimile transmission methods, each of which
document, once executed, shall constitute an original thereof and all of which together shall constitute one and the same Agreement. This Agreement may be signed by way of electronic signatures, provided that such electronic signatures comply with the
Municipality’s policies regarding the same.
11.8. No Assignment without Consent
The Organization may not assign this Agreement or any right or obligation under this Agreement without receiving the Municipality’s written consent in advance.
11.9. Entire Agreement This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties.
11.10. Severability
If any clause of this Agreement shall be determined by a court of competent jurisdiction as illegal or unenforceable, then such clause shall be considered separate and severable from the rest of this Agreement, and the remaining provisions shall remain in full force and effect and shall continue to be binding upon the parties as though the
illegal or unenforceable clause had never been included.
IN WITNESS WHEREOF this Agreement has been executed by the parties as of the effective date. SIGNED AND DELIVERED
Page 10 of 10
) PORT BURWELL HISTORICAL SOCIETY )
) ) per:_______________________________ ) Name:
) Position: ) ) I/We have authority to bind the Corporation. ) ) ) The Corporation of the Municipality of Bayham ) ) ) per:_______________________________ ) Name: ) Position: ) ) ) per:_______________________________
) Name: Lorne James ) Position: Acting CAO/Treasurer )
) I/We have authority to bind the Corporation.
RIGHT OF FIRST REFUSAL AGREEMENT
Between:
The Corporation of the Municipality of Bayham
(the “Municipality”)
And
The Port Burwell Historical Society
(the “Organization”)
WHEREAS the Municipality and the Organization have entered into an Agreement of Purchase
and Sale for the Municipality to sell the lands legally described as Pt LT 14 W/S Robinson ST PL
12 Bayham as In BM17576; Bayham, being the whole of PIN 35323-0144 (the Property) to the
Organization;
AND WHEREAS the transfer of the Property is at nominal cost;
AND WHEREAS the Parties desire that if the Organization ever disposes of or changes the use
of the Property from a lighthouse (museum, historical institutional use) that the Municipality have
a right of first refusal to purchase the property at nominal cost;
AND WHEREAS a condition of the Agreement of Purchase and Sale is that the parties enter
into this Right of First Refusal Agreement;
NOW THEREFORE the parties agree as follows:
1. Right-of-First-Refusal: If the Port Burwell Historical Society seeks to transfer the Property
or change the use of the property from a lighthouse (historical, museum, institutional) site,
The Corporation of the Municipality of Bayham has a right of first refusal to purchase the
Property from the Port Burwell Historical Society on the following terms and conditions:
a. The purchase price shall be $1.00.
b. The Port Burwell Historical Society shall notify the Municipality of Bayham of its
intention to transfer the Property prior to publicly listing or otherwise offering to sell or
transfer the property to any other party than the Municipality of Bayham. The Port
Burwell Historical Society shall notify the Municipality of Bayham of its intention to
change the use of the property prior to effecting any such change.
c. The Municipality of Bayham shall have an exclusive ninety (90) day period to provide
notice in writing of its decision to either exercise or decline to exercise its right of first
refusal.
d. During the ninety (90) day period during which the Municipality of Bayham is
permitted to decide whether it will exercise its right of first refusal, the Port Burwell
Historical Society shall reasonably cooperate with the Municipality of Bayham to
permit inspections or provide such information about the condition of the lighthouse
situated on the property as the Municipality of Bayham may require in order to decide
whether to exercise its right.
2. Registration. This Agreement may be registered on title of the Lands pursuant to section 71
of the Land Titles Act.
3. Miscellaneous
3.1. Notice
Except as otherwise specified, where any notice, direction or other communication is required to be or may be given or made by one of the parties hereto to the other, it shall be deemed sufficiently given or made if delivered in writing to such party at the following addresses: MUNICIPALITY:
The Corporation of Municipality of Bayham
56169 Heritage Line, PO Box 160
Straffordville, ON N0J 1Y0
Organization: Port Burwell Historical Society
PO Box 10
20 Pitt Street
Port Burwell. N0J 1T0
3.2. Non-Enforcement Does Not Constitute Waiver No waiver of any part of this Agreement will be deemed to be a waiver of any other provision. No term of this Agreement will be deemed to be waived by reason of any previous failure to enforce it. No term of this Agreement may be waived except in a writing signed by the party waiving enforcement.
3.3. Governing Law
The validity, construction, and performance of this Agreement shall be governed by the laws of the Province of Ontario and the Law of Canada applicable therein from time to time.
3.4. Execution by Counterpart; Electronic Signatures Permitted
This Agreement may be executed in one or more counterparts and thereafter exchanged by scanned, emailed or facsimile transmission methods, each of which document, once
executed, shall constitute an original thereof and all of which together shall constitute one and the same Agreement. This Agreement may be signed by way of electronic signatures, provided that such electronic signatures comply with the Municipality’s policies regarding the same.
3.5. No Assignment without Consent
The Organization may not assign this Agreement or any right or obligation under this Agreement without receiving the Municipality’s written consent in advance. The Municipality’s consent may be unreasonably withheld.
3.6. Severability
If any clause of this Agreement is determined by a court of competent jurisdiction to be illegal or unenforceable, then such clause shall be considered separate and severable from the rest of this Agreement, and the remaining provisions shall remain in full force and effect and shall continue to be binding upon the parties as though the illegal or unenforceable clause had never been included.
3.7. Survival
This Right of First Refusal Agreement and the covenants contained herein shall survive the Agreement of Purchase and Sale and not merge upon completion of the transaction of the Property described in the recitals herein.
IN WITNESS WHEREOF this Agreement has been executed by the parties as of the effective date. SIGNED AND DELIVERED
) PORT BURWELL HISTORICAL SOCIETY ) ) ) per:_______________________________ ) Name: ) Position: ) ) I/We have authority to bind the Corporation. )
) ) The Corporation of the Municipality of Bayham )
) ) per:_______________________________ ) Name:
) Position: ) ) ) per:_______________________________ ) Name: Lorne James ) Position: Acting CAO/ Treasurer
) ) I/We have authority to bind the Corporation.
Page 1 of 8
INITIALS OF BUYER(S): INITIALS OF THE SELLER(S):
Agreement of Purchase and Sale
This Agreement of Purchase and Sale dated this ………………………..day of July 2026.
BUYER, Port Burwell Historical Society agrees to purchase from
SELLER, The Corporation of the Municipality of Bayham the following
REAL PROPERTY:
Address 17 Robinson Street
fronting on the west side of Robinson Street
in the Municipality of Bayham (Port
Burwell)………………………………………………………………………………………………………………………………………...……………………….
and legally described as Pt LT 14 W/S Robinson ST PL 12 Bayham As In BM17576; Bayham, being the whole of PIN
35323-0144 (the “property”).
PURCHASE PRICE: Dollars (CDN$) $1.00
ONE DOLLAR
Buyer agrees to pay the balance as more particularly set out in Schedule A attached.
SCHEDULE(S) A................................................................attached hereto form(s) part of this Agreement.
1. IRREVOCABILITY: This offer by the SELLER may be revoked at any time, in writing, prior to acceptance by
the BUYER.
2. COMPLETION DATE: This agreement shall be completed by no later than 6:00p.m. on the day of [July,
2026]. Upon completion, vacant possession of the property shall be given to the Buyer unless otherwise
provided for in this Agreement.
3. CHATTELS INCLUDED: N/A
4. FIXTURES EXCLUDED: N/A
5. RENTAL ITEMS: The following equipment is rented and not included in the Purchase Price. The Buyer
agrees to assume the rental contract(s), if assumable: See Schedule “A”
6. HST: If the sale of the property (Real Property as described above) is subject to Harmonized Sales Tax
(HST), then such tax shall be included in the Purchase Price. If the sale of the property is not
subject to HST, Seller agrees to certify on or before closing, that the sale of the property is not subject to
HST. Any HST on chattels, if applicable, is not included in the Purchase Price.
7. TITLE SEARCH: Buyer shall be allowed until 6:00pm on the day of [July, 2026]
Page 2 of 8
INITIALS OF BUYER(S): INITIALS OF THE SELLER(S):
(Requisition Date) to examine the title to the property on Buyer’s own expense and until the earlier of : (i)
thirty days from the later of the Requisition Date or the date on which the conditions in this Agreement
are fulfilled or otherwise waived or; (ii) five days prior to completion, to satisfy Buyer that there are no
outstanding work orders or deficiency notices affecting the property, and that its present use
(institutional) may be lawfully continued and that the principal building may be insured against risk of fire.
Seller hereby consents to the municipality or other governmental agencies releasing to Buyer details of all
outstanding work orders and deficiency notices affecting the property, and Seller agrees to execute and
deliver such further authorizations in this regard as Buyer may reasonably require.
8. FUTURE USE: Seller and Buyer agree that there is no representation or warranty of any kind that the
future intended use of the property by Buyer is or will be lawful except as may be specifically provided for
in this Agreement.
9. TITLE: Provided that the title to the property is good and free from all registered restrictions, charges,
liens, and encumbrances except as otherwise specifically provided in this Agreement and save and except
for (a) any registered restrictions or covenants that run with the land providing 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 regular 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 use of the property. If within the
specific times referred to in paragraph 8 any valid objection to title or to any outstanding work order or
deficiency notice, or to the fact the said present use may not lawfully be continued, or that the principal
building may not be insured against risk of fire is made in writing to Seller and which Seller is unable or
unwilling to remove, remedy, or satisfy or obtain insurance save and except against risk of fire (Title
Insurance) in favour of the Buyer and any mortgagee, (with any related costs at the expense of the Seller),
and which 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 Seller shall not be liable for any costs or damages. Save as to any valid objection so made
by such day and except for any objection going to the root of the title, Buyer shall be conclusively deemed
to have accepted Seller’s title to the property.
10. CLOSING ARRANGEMENTS: Where each of the Seller and the Buyer retain a lawyer to complete the
Agreement of Purchase and Sale of the property, and where the transaction will be completed by
electronic registration pursuant to Part III of the Land Registration Act, R.S.O. 1990 Chapter L4 and the
Electronic Registration Act, S.O. 1991, Chapter 44, and any amendments thereto, the Seller and Buyer
acknowledge and agree that the exchange of closing funds, non-registerable documents and other items
(the “Requisite Deliveries”) and the release thereof to the Seller and Buyer will (a) not occur at the same
time as the registration of the transfer/deed (and any other documents intended to be registered in
connection with the completion of this transaction) and (b) be subject to conditions whereby the
lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release
same except in accordance with the terms of a document registration agreement between the said
lawyers. The Seller and Buyer irrevocably instruct the said lawyers to be bound by the document
registration agreement which is recommended from time to time by the Law Society of Upper Canada.
Page 3 of 8
INITIALS OF BUYER(S): INITIALS OF THE SELLER(S):
Unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the
applicable Land Title Office or such other location agreeable to both lawyers.
11. DOCUMENTS AND DISCHARGE: Buyers shall not call for the production of any title deed, abstract, survey
or other evidence of title to the property except such as are in the possession or control of Seller. If
requested by Buyer, Seller will deliver any sketch or survey of the property within Seller’s control to Buyer
as soon as possible and prior to the Requisition Date. If a discharge of any Charge/Mortgage held by a
corporation incorporated pursuant to the Trust and Loan Companies Act (Canada), Chartered Bank, Trust
Company, Credit Union, Caisse Populaire or Insurance Company and which is not to be assumed by Buyer
on completion, is not available in registrable form or completion, Buyer agrees to accept Seller’s lawyer’s
personal undertaking to obtain, one of the closing funds, a discharge in registrable form and to register
same, or cause same to be registered, on title within a reasonable period of time after completion,
provided that on or before completion Seller shall provide to Buyer a mortgage statement prepared by
the mortgagee setting out the balance required to obtain the discharge, and, where a real-time electronic
cleared funds transfer system is not being used, a direction executed by Seller directing payment to the
mortgagee of the amount required to obtain the discharge out of the balance due on completion.
12. INSURANCE: All buildings on the property and all other things being purchased shall be and remain until
completion at the risk of Seller. Pending completion, Seller shall hold all insurance policies, if any, and the
proceeds thereof in trust for the parties as their interests may appear and in the event of substantial
damage, Buyer may terminate this Agreement and have all monies paid returned without interest or
deduction. No insurance shall be transferred on completion.
13. PLANNING ACT: This Agreement shall be effective to create an interest in the property only if Seller
complies with the subdivision control provisions of the Planning Act by completion and Seller covenants
to proceed diligently at Seller’s expense to obtain any necessary consent by completion.
14. DOCUMENT PREPARATION: The Transfer/Deed shall, save for the Land Transfer Tax Affidavit, be
prepared in registrable form at the expense of Seller, and any Charge/Mortgage to be given back by the
Buyer to Seller at the expense of the Buyer. If requested by Buyer, Seller covenants that the
Transfer/Deed to be delivered on completion shall contain the statements contemplated by Section
50(22) of the Planning Act, R.S.O. 1990.
15. RESIDENCY: (a) Subject to (b) below, the Seller represents and warrants that the Seller is not and on
completion will not be a non-resident under the non-residency provisions of the Income Tax Act which
representation and warranty shall survive and not merge upon the completion of this transaction and the
Seller shall deliver to the Buyer a statutory declaration that Seller is not then a non-resident of Canada; (b)
provided that if the Seller is a non-resident under the non-residency provisions of the Income Tax Act, the
Buyer shall be credited towards the Purchase Price with the amount, if any, necessary for Buyer to pay to
the Minister of National Revenue to satisfy Buyer’s liability in respect of tax payable by Seller under the
non-residency provisions of the Income Tax Act by reason of this sale. Buyer shall not claim such credit if
Seller delivers on completion the prescribed certificate.
16. ADJUSTMENTS: Any rents, mortgage interest, realty taxes including local improvement rates and
unmetered public or private utility charges and unmetered cost of fuel, as applicable, shall be apportioned
and allowed to the day of completion, the day of completion itself to be apportioned to Buyer.
Page 4 of 8
INITIALS OF BUYER(S): INITIALS OF THE SELLER(S):
17. PROPERTY ASSESSMENT: The Buyer and Seller hereby acknowledge that the Province of Ontario has
implemented current value assessment, and properties may be re-assessed on an annual basis. The Buyer
and Seller agree that no claim will be made against the Buyer and Seller, or any Brokerage, Broker or
Salesperson, for any changes in property tax on a result of a re-assessment of the property, save and
except any property taxes that accrued prior to the completion of this transaction.
18. TIME LIMITS: 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 Seller and Buyer or by their respective lawyers who may be specifically authorized in that
regard.
19. TENDER: Any tender of documents or money hereunder may be made upon Seller or Buyer or their
respective lawyers on the day set for completion. Money shall be tendered with funds drawn on a
lawyer’s trust account in the form of a bank draft, certified cheque or wire transfer using the Large Value
Transfer System.
20. FAMILY LAW ACT: Seller warrants that spousal consent is not necessary to this transaction under the
provisions of the Family Law Act, R.S.O. 1990 unless Seller’s spouse has executed the consent hereinafter
provided.
21. CONSUMER REPORTS: The Buyer is hereby notified that a consumer report containing credit and/or
personal information may be referred to in connection with this transaction.
22. AGREEMENT IN WRITING: If there is a conflict or discrepancy between any provision 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 Buyer and Seller. There is no representation, warranty, collateral agreement or
condition, which affects this Agreement other than as expressed herein. For the purposes of this
Agreement, Seller means vendor and Buyer means purchaser. This Agreement shall be read with all
changes of gender or number required by the context.
23. TIME AND DATE: Any reference to a time and date in this Agreement shall mean the time and date
where the property is located.
Page 5 of 8
INITIALS OF BUYER(S): INITIALS OF THE SELLER(S):
24. SUCCESSORS AND ASSIGNS: The heirs, executors, administrators, successors and assigns of the
undersigned are bound by the terms herein.
[signature page follows]
Page 6 of 8
INITIALS OF BUYER(S): INITIALS OF THE SELLER(S):
THIS OFFER is dated at the City/Town of ______________________ in the Province of Ontario this ___ day of
___________, 2026.
SIGNED, SEALED, & DELIVERED ) IN WITNESS whereof I have hereunto set my hand and seal:
in the presence of: )
) THE CORPORATION OF THE MUNICIPALITY OF BAYHAM
)
)
)
________________________________ ) __________________________________________________
Witness ) Ed Ketchabaw, Mayor
) I/we have authority to bind the Corporation
)
)
)
________________________________ ) __________________________________________________
Witness ) Lorne James Acting CAO/ Treasurer
) I/we have authority to bind the Corporation
THE UNDERSIGNED ACCEPT(S) THE ABOVE OFFER.
THIS ACCEPTANCE is dated at the City/Town of ______________________ in the Province of Ontario this ___ day
of ___________, 2026.
SIGNED, SEALED, & DELIVERED ) IN WITNESS whereof I have hereunto set my hand and seal:
in the presence of: )
) PORT BURWELL HISTORICAL SOCIETY
)
)
)
________________________________ ) __________________________________________________
Witness )
)
)
)
)
________________________________ ) __________________________________________________
Witness )
)
) I/we have the authority to bind the Society
Page 7 of 8
INITIALS OF BUYER(S): INITIALS OF THE SELLER(S):
Schedule A
Agreement of Purchase and Sale
This Schedule is attached and forms part of the Agreement of Purchase and Sale between:
BUYER, Port Burwell Historical Society , and
SELLER, The Corporation of the Municipality of Bayham
for the purchase and sale of: 17 Robinson Street
dated the …………………… day of 2026.
As-Is, Where-Is: This clause shall supersede any other clause that conflicts with it within this Agreement
of Purchase and Sale. The Buyer hereby acknowledges and agrees that the property that is the subject of
this Agreement of Purchase and Sale is being sold on an as-is, where-is basis. The Seller makes no and
specifically disclaims any representations concerning the property including, without limitation,
representations as to the value of the property, the environmental condition of the property and the
structural integrity or state of maintenance and repair of any structures thereupon. The Buyer has had full
opportunity to review and investigate any deficiencies, including with its retained consultants or
contractors. Where the Buyer has not exercised such diligence, it has voluntarily and specifically waived
such opportunity. The Buyer specifically acknowledges that although the property fronts onto a municipal
highway, it does not have a driveway access and that due to the size of the property it may not be feasible
or permitted to add such access. The Buyer acknowledges and agrees that it is not relying upon any
representation or warranty of any kind or nature made by the Seller with respect to the property and
that, except as expressly set forth in this agreement to the contrary, no such representations were made.
This condition shall be deemed and understood to be a conspicuous disclaimer for the purposes of
Ontario law.
Licence: The Buyer hereby acknowledges and agrees that it has been made aware of, and been provided
with, a copy of the licence agreement permitting the guywires that temporarily assist with the structural
viability of the lighthouse to be placed on the neighboring lands. The Buyer hereby acknowledges and
agrees that it has had the opportunity to review the licence and finds it to be acceptable.
Title: The Buyer hereby acknowledges that the Seller does not have registered title to the property.
Completion of the transaction contemplated herein is conditional on the Land Registry Office certifying
title in the name of The Corporation of the Municipality of Bayham on or before closing.
Right of First Refusal: This offer is conditional on the Parties executing an agreement substantially in the
form of Schedule “B” that provides for a right of first refusal for the Municipality of Bayham to re-
purchase the property.
The Buyer acknowledges that the right of first refusal will be registered on title.
Page 8 of 8
INITIALS OF BUYER(S): INITIALS OF THE SELLER(S):
The Buyer agrees to pay the balance of the purchase price, subject to adjustments, less the hold back
described below, to the Seller on completion of this transaction.
The Buyer shall have the right to inspect the property two further times prior to completion, at a mutually
agreed upon time. The Seller agrees to provide access to the property for the purpose of this inspection.
The Seller shall be permitted to have a designated representative present during the inspection.
THE CORPORATION OF THE MUNICIPALITY OF BAYHAM
BY-LAW NO. 2026-045
A BY-LAW TO CONFIRM ALL ACTIONS OF THE COUNCIL OF THE CORPORATION OF
THE MUNICIPALITY OF BAYHAM FOR THE SPECIAL MEETING HELD JULY 30, 2026
WHEREAS under Section 5 (1) of the Municipal Act, 2001 S.O. 2001, Chapter 25, the powers of a municipal corporation are to be exercised by the Council of the municipality;
AND WHEREAS under Section 5 (3) of the Municipal Act, 2001, the powers of Council are to be exercised by by-law;
AND WHEREAS the Council of The Corporation of the Municipality of Bayham deems it advisable that the proceedings of the meeting be confirmed and adopted by by-law.
THEREFORE THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY OF BAYHAM ENACTS AS FOLLOWS:
1.THAT the actions of the Council of The Corporation of the Municipality of Bayham in respect of each recommendation and each motion and resolution passed and other action by the Council at the Special Meeting of Council held July 30, 2026 is hereby adopted and confirmed as if all proceedings were expressly embodied in this by-law.
2.THAT the Mayor and Clerk of The Corporation of the Municipality of Bayham are hereby authorized and directed to do all things necessary to give effect to the action of the Council including executing all documents and affixing the Corporate Seal.
READ A FIRST, SECOND AND THIRD TIME AND FINALLY PASSED THIS 30th DAY OF JULY, 2026.
____________________________ _____________________________ MAYOR CLERK