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HomeMy WebLinkAbout98-161 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW 98-161 Being a By-law to authorize a contract between the Corporation of the Municipality of Clarington and the Liquor Control Board of Ontario, for the purchase of 163 Church Street, Bowmanville. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON HEREBY ENACTS AS FOLLOWS: 1. THAT the Mayor and Clerk are hereby authorized to execute, on behalf of the Corporation of the Municipality of Clarington with the Corporation Seal, a contract between the Liquor Control Board of Ontario and said Corporation. 2. THAT the contract attached hereto as Schedule "A" form part of this By-law. By-law read a first and second time this26day of October, 1998. By-law read a third time and finally passed this26 day of October, 1998. ayor Clerl�-- 4jy AGREEMENT OF PURCHASE AND SALE THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON (the "Purchaser") offers to buy from LIQUOR CONTROL BOARD OF ONTARIO (the "Vendor"),Lot 129,Plan Grant, Block M, Town of Bowmanville, known municipally as 163 Church Street, in the Town of Bowmanville, in the Municipality of Clarington, in the Province of Ontario (the "Property"), having a frontage of 87.5 feet,more or less,by a depth of 125 feet,more or less,at the purchase price of$185,000.00 (the "Purchase Price") on the following terms: 1. PURCHASER submits with this offer the sum of$10,000 by cheque to the Vendor (the "Deposit") to be credited to the purchase price on closing. The Vendor shall hold the Deposit in trust pending the completion of this agreement(the "Agreement"). 2. PURCHASER agrees to pay by certified cheque on Closing(as hereinafter defined), a sum which, when added to the Deposit, will equal the Purchase Price subject to the usual adjustments. 7- 3. THIS OFFER to be irrevocable by the Purchaser until 3:00 p.m., FebruaryA 1999, after which time, if not accepted,this offer shall be null and void and the Deposit shall be returned to the Purchaser without interest or deduction. March 12, 4. THIS AGREEMENT shall be completed on Twbvxta 44 1999 ("Closing", "Closing Date" or "Date of Closing"). On Closing,vacant possession of the Property shall be given to the Purchaser. March 5, 5. (a) PURCHASER shall be allowed until 5:00 p.m.on AWWWf. h�1999 to examine the title to the Property, at its own expense. (b) This Agreement is subject to the proviso that the title to the Property is good and marketable and free from all registered restrictions,charges, liens and encumbrances, save and except for: Lany registered restrictions or covenants that run with the land,providing that such is complied with and which would not materially impair the Purchaser's use of the land; 2.any registered municipal agreements and registered agreements with publicly regulated utilities providing such have been complied with; 3.any minor easements for the supply of domestic utility or telephone services to the Property or adjacent properties; and 4.any easement for drainage, storm-or sanitary-sewers,public utility lines,telephone lines, cable television lines or other services which do not materially affect the present use of the Property. If within the time allowed for examining the title any valid objection to title is made in writing to Vendor and which 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 moneys theretofore paid shall be returned without interest or deduction and the Vendor 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, Purchaser shall be conclusively deemed to have accepted Vendor's title to the Property. (c) PURCHASER 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 .s 3 telecopied provided such day is a business day and is before 5:00 P.M., failing which, on the next business day thereafter. 10. THIS AGREEMENT is subject to compliance with section 50 of the Planning Act, R.S.O. 1990, as amended. 11. VENDOR shall deliver on completion evidence of compliance of the transaction with the Family Law Act(Ontario). 12. PURCHASER shall be credited towards the Purchase Price with the amount, if any, which it shall be necessary for Purchaser to pay to the Minister of National Revenue in order to satisfy Purchaser's liability in respect of tax payable by Vendor under the non-residency provisions of the Income Tax Act by reason of this sale. Purchaser shall not claim such credit if Vendor delivers on completion the prescribed certificate or the statutory declaration of an authorized signing officer of the Vendor that the Vendor is not then a non-resident of Canada. The Purchaser shall also pay goods and services tax pursuant to the Excise Tax Act (Ontario), as amended, unless it furnishes to the Vendor the appropriate evidence pursuant to section 221(1) of the applicable provisions of the goods and services legislation relieving the Vendor of the collection of any goods and services taxes applicable to this transaction. The Purchaser will file the appropriate GST60 goods tax return applicable to the Property in a timely manner and will indemnify and save the Vendor harmless against any claim by Revenue Canada to the Vendor with respect to the Purchaser's acquisition of the Property. 13. TAXES, local improvements, water and assessment rates shall be apportioned and allowed to the day of completion(the day itself to be apportioned to Purchaser). If requested by the Purchaser, the Vendor covenants that the transfer/deed of land to be delivered on Closing shall contain the statements contemplated by subsections 22(a) and (b) of section 50 of the Planning Act(Ontario). 14. The transfer/deed of land shall, save for the land transfer tax affidavit, be prepared in registrable form at the expense of the Vendor. 15. TIME shall in all respects be of the essence hereof, provided that the time for doing or completing of any matter provided for herein may be extended or abridged by an agreement in writing signed by Vendor and Purchaser or by their respective solicitors who are hereby expressly appointed in this regard. 16. ANY TENDER of documents or money hereunder may be made upon Vendor or Purchaser or their respective solicitors on the day for completion of this Agreement. Money may be tendered by bank draft or cheque certified by a chartered bank, trust company or Province of Ontario Savings Office. 17. THE RIGHTS available to each party under this Agreement and at law shall be deemed to be several and not dependent upon each other and each such right shall be accordingly construed as complete in and of itself and not by reference to any other such right. Any one or more and/or any combination of such rights may be exercised by any party from time to time and no such exercise shall exhaust the rights or preclude the party from exercising any one or more of such rights or a combination thereof from time to time thereafter or simultaneously. 18. THE PARTIES acknowledge and agree that notwithstanding this Agreement was basically drafted by the Purchaser, any rule of law providing that ambiguity should be construed against the drafting party, shall be of no force and effect. -the bes 19. VENDOR REPRESENTS AND WARRANTS to Purchaser thduring the time Vendor has owned the property,Vendor has not caused any building on the property to be insulated with JW insulation containing ureaformaldehyde, and that to the best of Vendor's knowledge no building on the property contains or has ever contained insulation the contains • rr 2 of Vendor. Vendor agrees that they will deliver any sketch or survey of the Property in their possession or within their control to Purchaser as soon as possible and prior to the last day allowed for examining title. 6. VENDOR will deliver to the Purchaser within 5 days of acceptance of this offer: (a) letters of authorization as may be requested by the Purchaser or its solicitors to relevant authorities authorizing disclosure of relevant information as to compliance and other matters and authorizing inspections of the Property; and (b) copies of documentation relating to the development of the property including any surveys, plans, drawings, serving layouts, and architectural and mechanical data in the Vendor's possession to the extent available. 7. ALL BUILDINGS on the property and all other things being purchased shall be and remain until completion at the risk of the Vendor, Pending completion, Vendor shall hold all insurance policies, if any, and the proceeds thereof, in trust for the parties as their interests may appear. In the event of substantial damage, Purchaser may either terminate this Agreement and have all monies paid returned without interest or deduct or else take the proceeds of any insurance and complete the purchase. No insurance shall be transferred on completion. 8. VENDOR AGREES to grant to the Purchaser two(2)further inspections prior to the Closing. 9. ANY NOTICE required to be served by the Vendor upon the Purchaser pursuant to the provisions of this Agreement shall be deemed to be good, valid and sufficient service upon the Purchaser if served personally or by facsimile transmission addressed to: Municipality of Clarington c/o Dennis Hefferon Barrister& Solicitor 130 Adelaide Street West, Suite 2500 Toronto, ON M51-12M2 Attention: Mr. Dennis Hefferon Facsimile No: (416) 868-0306 and any notice required to be served by the Purchaser upon the Vendor pursuant to the provisions of this Agreement shall be deemed to be good,valid and sufficient service upon the Vendor if served personally or by facsimile transmission addressed to: LCBO Real Estate Department 55 Lake Shore Blvd. E. Toronto, ON M5E IA4 Attention: George Weisman Facsimile No: (416) 864-6862 or such other addresses,telecopier number or individual as may be designated by a notice given by a party to the other parties as aforesaid. Any notice given by personal delivery shall be conclusively deemed to have been given and received on a date it is so delivered at such address provided that such date is a "business day" (a day other than a Saturday, Sunday or statutory holiday in Ontario) and before 5:00 P.M. otherwise on the first business day following its receipt, and if given by telecopier transmission, on the day on which it was v S 4 ureaformaldehyde. This warranty shall survive and not merge on the completion of this transaction. 20. THIS AGREEMENT shall constitute the entire agreement between Purchaser and Vendor and there is no representation, warranty, collateral agreement or condition affecting this Agreement or the Property or supported hereby other than as expressed herein in writing. This Agreement shall be read with all changes of gender or number required by the context. 21. THIS AGREEMENT may be executed in counterpart and each such counterpart shall for all purposes constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the same counterpart, provided that each party has signed at least one counterpart. 22. Execution of this agreement by facsimile transmission shall be acceptable and shall be binding upon each party hereto and upon the party so signing by facsimile transmission. 23. The Purchaser acknowledges and agrees that it had an opportunity to inspect the Property prior to executing this Agreement and agrees to accept the Property in an"as-is"condition. The premises will, however, be left in a broom swept condition. 24. The Purchaser and the Vendor agree that there is no representation or warranty of any kind that the future intended use of the Property by the Purchaser is or will be lawful. 5 IN WITNESS WHEREOF the Purchaser hereto have hereunto caused to be affixed its corporate seal duly attested to by the hands of its proper signing officers authorized in that behalf this day of , 1999. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Per: Name: Diane Harare Title: Mayor Per- Title: eerk 7 We have authority to bind the corporation The Vendor accepts the above offer. IN WITNESS WHEREOF the Vendor hereto have hereunto caused to be affixed its corporate seal duly attested to by the hands of its proper signing officers authorized in that behalf this (` day of b , 1999. LIQUOR CONTROL BOARD OF ONTARIO A , Per: Name; Wary Fitzpatrick Title: Vice President, General Counsel & Corporate Secretary I have authority to bind the Corporation.