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HomeMy WebLinkAbout2006-104 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW NUMBER 2006-104 being a by-law to authorize the sale and transfer to Devon Downs Development Limited the adjacent property owner of Part 3 on Plan 40R-19115 and Part 23 Plan 40R-23873, Bradshaw Street, Part Lot 9, Concession 2, former Town of Bowmanville, as shown on Schedule 1 WHEREAS at its meeting on June 27, 2005, Council of the Corporation of the Municipality of Clarington passed By-law 2005-131 declaring, Part 3 on Plan 40R-19115, and WHEREAS at its meeting on January 20, 2006, By-Law 2006-017 declaring Part 23 Plan 40R- 23873, Bradshaw Street, Part Lot 9, Concession 2, former Town of Bowmanville to be surplus; NOW THEREFORE BE IT RESOLVED THAT the Council of the Corporation of the Municipality of Clarington enacts as follows: 1. The Mayor and the Municipal Clerk are authorized to execute, on behalf of the Municipality of Clarington, with the Corporate Seal, purchase and sale agreements between Devon Downs Development Limited and the Corporation for the lands identified on Schedule 1 BY-LAW read a first time this 15th day of 15th day of 15th day of May May 2006 BY-LAW read a second time this 2006 BY-LAW read a third time and finally passed this May 2006 ~~11~ Jo Mutton, Mayor OFFER TO PURCHASE The undersigned. DEVON DOWNS DEVELOPMENTS LIMITED (the "Purchaser") hereby agrees to and ""ith THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON (the "Vendor"). to purchase the property known for municipal purposes in 2006 as 66 Bradshaw Street. Bowmanville. Ontario and being more particularly described as Part 3 on Plan 40R-19115. Part Lots 23 and 24. Plan H-50077 and Part 23 on Plan 40R-23873. Part of Block B on Plan H-50077. former Town of Bowmanville, now the Municipality of Clarington. Regional Municipality of Durham (the "Property"), for the purchase price of SIXTY SEVEN THOUSAND ($67,000.00) DOLLARS (the "Purchase Price"). subject to adjustments. ADDITIONALLY. the Purchaser agrees with the Vendor to the following terms and conditions: 52414. This transaction is to be completed no later than 5 :00 p.m. on June 2, 2006 (the "Closing Date"), which date may be extended or amended by written agreement of the solicitors for the parties. and on which date vacant possession of the Property is to be given to the Purchaser. 52415. This Agreement of Purchase and Sale may be executed in counterparts and delivery of an executed copy of same by each party to the other shall constitute complete offer and acceptance thereof. 52416. Except as provided in paragraph 7 hereot~ the Vendor shall discharge all encumbrances and restrictions registered against title to the Property at their expense on or before the completion of this transaction. 52417. The Purchaser is to be allowed until May 29th (the "Requisition Date") to examine the title to the Property at their own expense and to satisfy itself that there are no outstanding orders or deticiency notices affecting the Property and that its present use may be lawfully continued. The Vendor hereby consents to governmental agencies releasing to Purchaser details of all outstanding orders affecting the Property. The Vendor agrees to execute and deliver such further authorizations in this regard as Purchaser may reasonably require in this regard. 52418. PROVIDED the title is good and free from all registered restrictions. charges. liens and encumbrances save and except for: (a) any registered restrictions or covenants that run with the land, provided that such are complied with; (b) any 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 letter from the relevant municipality or utility supplier; and (c) any minor easement for the supply of domestic utility or telephone services to the Property or adjacent properties. If on or before the Requisition Date any valid objection to title or to any outstanding work order or deficiency notice and which the Vendor is unable or unwilling to remove, remedy or satisfy and which Purchaser 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 with interest but without deduction by the Vendor to the Purchaser. Save as to any valid objection so made by such day and except for any objection going to the root of the title. the Purchaser shall be conclusively deemed to have accepted Vendor's title to the Property. 52419. Except as herein expressly provided. this Agreement shall extend to and be binding upon and enure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto. 52420. THIS OFFER TO BE ACCEPTED BY THE Vendor on or before May 26rd , 2006. otherwise it shall become null and void. This offer. when accepted. shall constitute a binding contract of purchase and sale and time in all respect shall be the essence of this Agreement. It is agreed that there is no representation. warranty, collateral agreement or condition atTecting this Agreement or the Property other than as expressed herein in writing. 52421. If this transaction is subject to Goods and Services Tax (G.S.T.). then such tax shall be paid in addition to the Purchase Price. The Purchaser hereby confirms that the Purchaser is a registrant under the Excise Tax Act (Canada). The Purchaser covenants to remit as required by the Act any G.S.T. payable in respect of the purchase of the Property from the Vendor and to indcmnify the Vendor in respect of any G.S.T. so payable. The Purchaser is not required to remit to the Vendor G.S.T. on the Closing Date. This covenant shall survive and not mergc on the completion of this transaction. 52422. If requested by Purchaser. Vendor will deliver any sketch or survey of the Property within Vendor' s control to Purchaser 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 Purchaser on complction. is not available in registrable form on completion. Purchaser agrees to accept Vendor's lawyers personal undertaking to obtain, out of the closing funds, a discharge in registrable form and to register same on title within a reasonable period of time after completion, provided that on or before completion Vendor shall provide to Purchaser a mortgage statement prepared by the mortgagee setting out the balance required to obtain the discharge. together with a direction executed by Vendor dirccting payment to the mortgagee of the amount required to obtain the discharge out of the balance due on completion of this transaction. 52423. The Propel1y shall remain at the risk of the Vendor until the completion of this transaction. 52424, The Vendor covenants that the Propel1y will be in a clean condition immediately prior to the completion of this transaction. This covenant shall survive and not merge on the completion of this transaction. 52425. This Agreement shall be effective to create an interest in the Property only if Vendor complies with thc subdivision control provisions of the Planning Act by completion of this transaction. and Vendor covenants to proceed diligently at their expense to obtain any ncccssary consent by prior to the completion of this transaction. 52426. A Transfer/Deed for the Property shall, save for the Land Transfer Tax Affidavit, be prepared in registrable form at the expense of the Vendor. 52427. The Vendor and Purchaser acknowledge and agree that if the Teraview Electronic Registration System (the "ERS") is operative in the Land Titles Office in which title to the Property is recorded, then the following provisions shall apply: (a) the par1ies shall instruct their respective solicitors to enter into an escrow closing agreement in the Purchaser's Solicitors' standard form, (hereinafter referred to as the "Escrow Document Registration Agreement') establishing thc procedures for completion of this transaction by means of the ERS: (b) the delivery and exchange of documents, monies and possession of the Property and the release thereof to the Vendor and the Purchaser, as the case may be. shall not occur contemporaneously with the registration of the transfer/deed of land and other registrable documentation, and shall be governed by the Escrow Document Registration Agreement pursuant to which the Vendor's Solicitors and the Purchaser's Solicitors will hold in escrow all documents. monies received by them and will not release same to their respective clients except in strict accordance with the Escrow Document Registration Agrcement; and (c) each of the parties hereto agrees that any documents not intended for registration on title to the Property may be delivered to the other party hereto in properly executed form by facsimile transmission or other similar system reproducing the original, provided the party transmitting any such documcnt shall also deli vcr the original thercofto the recipient party by ovcrnight courier sent on the Closing Date or by such other means and/or within such other time as may be agreed to by the parties' respective solicitors. 52428. On the closing of the transaction, the Vendor shall provide to the Purchaser, the Purchaser's form of the following documents: a. Undertaking to Re-adjust b. Declaration of Possession c. Construction Lien Act affidavit 52429. Any rents, mortgage interest, realty taxes including local improvement rates and un metered 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 the Purchaser. 52430. Time shall in all respects be of the essence hereof provided that the time for doing or completing of any matter provided for herein may be extended or abridged by an agreement in writing signed by Vendor and Purchascr or by their respective lawyers who are hereby specifically authorized to do so. 52431. Any tender of documents or money may be made on the parties or thcir respective solicitors. 52432. This Agreement shall be read with all changes of gender or number required by the context. 52433. Any Notice required to be served by thc Purchaser upon the Vendor pursuant to the provisions of this Agreement shall be deemed to be good, valid and sufficient service upon the Purchaser if served personally. mailed by pre-paid registered mail or sent by facsimile transmission addressed to: Municipality of CIa ring ton 40 Temperance Street Bowmanville, Ontario L1 C 3A6 Attention: David Crome, Director of Planning Services (the .. Director") Facsimile No. (905) 623-0830 and any notice required to be served by the Vendor upon the Purchaser pursuant to the provisions of this Agrecment shall be dcemed to be good, valid and sufficient scrvice upon the Purchascr if served personally. mailed by pre-paid registered mail or sent by facsimile transmission addresscd to: Dcvon Downs Dcvelopments Limited 319 College Avenue. P.O. Box II Oshawa, Ontario L 1 II 7K8 or such other telefax number or address of which either party has notified the other party in writing. Any such notice telefaxed or mailed or delivered shall be deemed good and sufficient notice under the terms of this Agreement and iftelefaxed or delivered prior to 4:30 p.m. on any business day (excluding Saturdays, Sundays and statutory holidays) shall be deemed to have been received at the time of delivery or transmission and if mailed by pre-paid rcgistered mail. it shall be deemed to have been received on the third business day (excluding Saturdays. Sundays and statutory holidays) following the mailing thereof. Notwithstanding the t(lrcgoing, in the event that it may be reasonably anticipated that due to Force Majeure any noticc will not bc received within the time limit set out above, then such noticc shall bc sent by an alternate means of transportation which it may reasonably be anticipated will cause the notice to be received reasonably expeditiously by the addressee. 21. For the purposcs of this Agreement the term "Force Majeure" means any delay for the duration of thc delay which is imposed by reason of strikes. lockouts. riots. wars or acts of military authority. acts of public enemies. sabotage, epidemics, washouts. nuclear and radiation activity or t~lllouts. rebellion or civil commotion, fire or explosion; flood. wind. water. em1hquakcs or other casualty, or an Act of God and any act omission or event whether of the kind herein enumerated or otherwise not within the control of the parties none of which has been caused by the deliberate default or act or omission by the parties and none of which has been avoidable by the exercise of reasonable effort or foresight by the parties. 22. Prior to applying for a building permit for the Property. the Purchaser shall obtain the written approval of the Director of Engineering Scrvices of the Vendor (the "Director") for the planting of a tree on the boulevard abutting the Property and shall execute such furthcr assuranccs and providc such security for such planting as the Director may require. This restriction shall not merge on closing and shall run with the Property. DA TED at OSlfAv'A . Ontario this 2., day of M~'1 .2006. DEVON DOWNS DEVELOPMENTS LIMITED ~ Per: Witness :::-J Name: MIC~J.,.:r.fiJ.J~Y. Title: ~<;I)c)!:NT Witness Per: Name: Title: ra IcerO UnIon a om Issioner, etc" Region~1 Mumc::c,'t'j 0\ Durham. lor Devon Downs Deve\c>;' ,) ltd., and Its aSSOCiated companies. Expires January 30, 2007. I1We have authority to bind the Corporation This Offer is hereby accepted by the Vendor. DATED at Bowmanville, Ontario this2-lt' day of II)(\, '1 .2006. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Per: ~~ John Jv1ut Jl, Ma\ or , I I ,J:;<' ~ ~~ -P--2W--k~V-~ c. Anne Greenfre..:, lkputy Clerk We have the authority to bind the Corporation.