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HomeMy WebLinkAbout2001-132 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW NUMBER 2001- 132 being a By-law to authorize the purchase agreement between the Corporation of the Municipality of Clarington and 289143 Ontario Limited in respect to the purchase of Part 2,40R 18053,Part Lot 33 and Part of the road allowance between Lots 32 and 33,Concession 2,former Township of Darlington,Municipality of Clarington THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON HEREBY ENACTS AS FOLLOWS: 1. THAT the Mayor and the Clerk be hereby authorized to execute, on behalf of the Municipality of Clarington, with the corporate Seal, a purchase agreement between the Municipality and 289143 Ontario Limited and said Corporation. BY-LAW read a first time this 25th day of June 2001 BY-LAW read a second time this 25th day of June 2001 BY-LAW read a third time and finally passed this 25th day of June 2001 Jo­hnMutton,Mayor M Clerk THIS AGREEMENT is made as of this 25th day of June, 2001 BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON (the"Purchaser") - and- 289143 ONTARIO LIMITED (the "Vendor") WHEREAS: A. The execution of this Agreement of Purchase and Sale on behalf of the Purchaser is authorized by By-law No. 2001-132 passed by the Purchaser on June 25, 2001, NOW THEREFORE WITNESSETH THAT in consideration of the premises and the covenants hereinafter expressed, and the sum of two ($2.00) dollars of lawful money of Canada, now paid by each party to the others (the receipt whereof by each party is hereby acknowledged),the parties hereto covenant and agree to and with each other as follows: 1. The Vendor agrees to and with the Purchaser to sell the land more particularly described as Part of Lot 33, Concession 1, Municipality of Clarington, Region of Durham, now shown as Part 2 on Reference Plan 40R-18053 (the "Property") for the purchase price of One Million Three Hundred and Fifty Thousand ($1,350,000.00) Dollars (the "Purchase Price") payable as set out below. The sum of Twenty Thousand ($20,000.00) Dollars shall be paid by the Purchaser to the Vendor by certified cheque as a deposit on the execution by the Vendor of this Agreement of Purchase and Sale. The deposit is to be held in trust by the Vendor in an interest bearing account with a bank listed in Schedule 1 of the Bank Act pending the completion or termination of this transaction. If the transaction is terminated the deposit shall be repaid forthwith by the Vendor to the Purchaser with interest but without deduction. The balance of the Purchase Price of One Million Three Hundred and Thirty Thousand($1,330,000.00) Dollars subject to adjustments shall be due and shall be paid by the Purchaser to the Vendor by certified cheque on the Closing Date (as hereafter defined). JUN-22-01 FRI 05;33 PM MUN. OF CLARINGTON P. W. FAX NO. 905 823 9282 P. 03 2 2. This transaction is to be completed by 5:00 p.m, on the earlier to occur of the(1) of the day which is five (5)business days (excluding Saturdays, Sundays and statutory holidays)after the date of completion of the South Courtice Community Park Servicing Works ("Servicing Works") as defined and provided for in an Agreement between the Purchaser, the Vendor, 2001544 Ontario Limited and 765400 Ontario Limited dated June 25, 2001 ("Servicing Agreement") as evidenced by the last to be issued by the Purchaser's Director of Public Works and the Region's Commissioner of Public Works of certificates of completion of the Storm Water Maaagement Services and the Sanitary Sewer which are coanponents of the Servicing Works, and (2)May 5, 2002 if the date for completion of the Servicing Works specified in the Servicing Agreement is not extended pursuant to the Servicing Agreement, and(3)if the date for completion of the Servicing Works is extended pursuant to the Servicing Agreement, five(5)business days (excluding Saturdays, Sundays and statutory holidays)after date of completion of the Servicing Works as evidenced by the last to be issued of the aforesaid certificates of completion. ("Closing Date"). The Closing Date may be extended or amended by written agreement of the solicitors of the parties. On the Closing Date,the Vendor shall deliver vacant possession of the Property to the Purchaser. 3. This Agreement ofpttrebase aiid sale is conditional on the completion of the Servicing Works on or before April 30,2002,provided that if'the date for completion of Servicing works is extended pursuant to the provisions of the Servicing Agreement, this Agreement of purchase and sale shall be conditional on the completion of the Servicing Works on or before such extended completion date. This condition is for the exclusive benefit of the Purchaser and may be waived by the Purchaser iii ifs discretion by giving notice in writing to the Vendor. at any tine up to the completion of this transaction, If before this transaction is completed,the Purchaser in its absolute discretion decides that this condition has not been satisfied, the Purchaser may give written notice to the Vendor terminating this Agreement of Purchase and Sale and the deposit shall forthwith be repaid by the Vendor to the Purchaser with interest but without deduction. 4. This Agreement of Purchase and Sale is conditional on the Purchaser being satisfied in its absolute discretion respecting the environmental quality of the Property and the stability of the soil for the construction of buildings thereon. If, before the completion of this transaction the Purchaser decides in its absolute discretion that the Purchaser is not satisfied, the Purchaser shall give the Vendor written notice of the Purchaser's deei$ion and the tennination of this Agreement of Purchase and Sale and the moneys paid to the Vendor shall be forthwith repaid by the Vendor to the Purchaser with interest but without deduction_The Vendor agrees forthwith to deliver to the Purchaser any reports or documents relating to soil tests,cavironmental audits,environmental site assessments and records of environmental site conditions and soil reports in the Vet dOr's possession. The, Vendor agrees to permit the Purchaser, ifs employees,contractors,oorsultants and agents access to the Property for the purpose of making soil tests, conducting JUN-22-01 .FRI 05;33 PM MUN. OF CLARINGTON P. W. FAX NO. 905 623 9282 P. 04 3 environmental audits, environmental site assessments and preparing records of environmental site conditions. This condition is included in this Agreement of Purchase and Sale for tho exclusive benefit of the Purchaser and may be waived by the Purchaser in its absolute discretion. 5. Except as provided in paragraph 7 hereof,the Vendor shall discharge all ' encumbrances and restrictions registered against title to the Property at its expense on.or before the completion of this transaction in this regard. 6. The Purchaser is to be allowed until September 4, 2001 (thc"Requisition Date") to examine the title to the property at his own expense and to satisfy itself that there are no outstanding orders or deficiency 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. Tho Vendor agrees to execute and deliver such further authorizations in this regard as Purchaser may reasonably require in this regard. 7. 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 (e) ally minor cas4ment for the supply of domestic utility or telephone services to the Property or adjacent properties. If within the specified time referred to in paragraph 6 any valid objection to title or to any outstanding 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 of Purchase and Sale 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 withoat 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 Par-chaser shall be conclusively deemed to have accepted Vendor's title to the property. 8. The Purchaser shall be credited towards the Purchase Price with the amount, if ally,which it shall be necessary for the Purchaser to pay to the Minister of National Revenue in order to satisfy the Purchaser's liability in respect of tax payable by the Vendor under the non-residency provisions of the Income Tax.Act by reason of this sale. The purchaser shall not claim such Credit if the Vendor delivers on completion the prescribed certificate or the statutory declaration stating that the Vendor is not then a non-resident of Canada. JUN-22-01 .FRI 0534 PM MUN, OF CLARINGTON P. W, FAX NO, 905 623 9282 P. 05 4 9. The Vendor shall deliver on completion evidence of compliance of the transaction with the Fan-dly Law Act, R.S.O. 1990.c.F-I, as amended. 10. It is agreed that there is no representation,warranty, collateral agreement or condition affecting this Agreement of Purchase and Sale or the property other than the Collateral Agreement and other than as expressed herein in writing. 11, 1f this transaction is subject to Goods and Services Tax (G.S.T.), then such tax shall be paid in addition to the Purchase Price, 12. If requested by Purchaser,the Vendor will deliver any sketch or survey of the Property within the 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 PopuIaire or Insurance Company and which is not to be assumed by the Purchaser on completion, is not available in registrable form on completion,the Purchaser agrees to accept the Vendor's lawyer's personal undertaking to obtain, out of the elosiag fends, a discharge in registrable fornn and to register same on title within a reasonable period of time after completion, provided that on or before,completion the Vendor shall provide to the Purchaser a mortgage statoment prepared by the mortgagee setting out the balance required to obtain the discharge,together with a direction executed by the Vendor directing payment to the mortgagee of the amount required to obtain the discharge out of the balance due on completion. 13. The Property shall be and remain until completion of this transaction at the risk of the Vendor. i 14, This Agreement shall be effective to create an interest in the Property only if the Vendor complies with the subdivision control provisions of the Planning Act, R,S.4. 1990,c.P.13, as amended. 15. A Transfer/Decd of the Property shall,sage for the Land Transfer Tax Affidavit, be prepared in registrable form at the expense of the Vendor. Urequested by the Purchaser, the Vendor covenants that the Transfer/Deed to be delivered on completion shall contain the statements contemplated by Subsection 50 (22)of the Planning Act, 16. On the closing of the transaction, the Vendor shall provide to the Purchaser,the Purchascx's form of the following documents: a. Undertaking to Re-adjust b. Section 116 of the Income Tax Act/Farnily Law Act Affidavit c, Deelaration of Possession d. Constnietion Dien Act Affidavit 5 17. 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 of this transaction, including the day of completion itself to be apportioned to the Purchaser. 18. 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 the Vendor and the Purchaser or by their respective lawyers who may be specifically authorized in that regard. 19. This Agreement of Purchase and Sale shall be read with all changes of gender or number required by the context. 20. If any notice or other document is required to be or may be given by either party hereto to the other or by any official of the Municipality to 289143 under this Agreement of Purchase and Sale, such notice shall be transmitted by telefax or mailed by prepaid post or delivered to: 289143: 289143 Ontario Limited 7111 Dufferin Street Thornhill, Ontario L4J 2K2 Phone No.: (905) 669-2210 Fax No.: (905) 669-3768 The Municipality: The Corporation of the Municipality of Clarington 40 Temperance Street Bowmanville, Ontario L1C 3A6 Attention: Chief Administrative Officer Phone No.: (905) 623-3379 Fax No.: (905) 623-5717 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 if telefaxed 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 registered 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 foregoing, in the event that it may be reasonably anticipated that due to Force Majeure any notice will not be received within the time limit set out above,then such notice shall be sent by an alternate means of transportation JUN-22-01. FR I 05:35 PH HUN. OF CLAR I NGTON P. W. FAX NO. 905 623 9282 P. 07 G which is may reasonably be anticipated will cause the notice to be received reasonably expeditiously by the addressee. 2), This Agreement and everything herein contained$halt enure to the berieht of and be Wilding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns, IN WITNESS WIIEREOF the parties hereto have hereunto set their hands and seals the day and year first above written and the parties hereto have hereunto affixed their corporate seals by the hands of their proper officers duly authorized in that behalf. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON 02 W116�� John M on, ayor Patti ,M eipal Clerk 289143 ONTARIO 1,1< +Y] r Pcr have the a rit to bind the Corporation Per: