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HomeMy WebLinkAbout2005-229 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW 2005- 229 being a By-law to authorize the purchase agreement between the Corporation of the Municipality of Clarington and Dillon Sawyer, in respect to the purchase of 1 St. George Street North, Part Block 3, C. G. Hanning's Plan, former Town of Bowmanville, Municipality of Clarington, Regional Municipality of Durham NOW THEREFORE BE IT RESOLVED THAT, the Council of the Corporation of the Municipality of Clarington 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 Corporate Seal, a purchase agreement between Dillon Sawyer and said Corporation. BY-LAW read a first and second time this 28th day of November, 2005. BY-LAW read a third time and finally passed this 28th day of November, 2005. ~Lltlit~ John Mutton, Mayor / '/{/U~_ unicipal Clerk OFFER TO SELL The undersigned, DILLON SAWYER (the "Vendor"), hereby agrees to and with THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON (the "Purchaser"), to sell the property known for municipal purposes in 2005 as 1 St. George Street North, Bowmanville, Ontario and being more particularly described as Part Block 3, C.G. Hanning's Plan, Municipality of Clarington, Regional Municipality of Durham (the "Property"), for the purchase price of TWO HUNDRED AND FORTY THOUSAND ($240,000.00) DOLLARS (the "Purchase Price"). The sum of ONE THOUSAND ($1,000.00) DOLLARS shall be paid by the Purchaser to the Vendor's agent RelMax Results Realty Inc. by negotiable cheque as a deposit on the acceptance of this Offer by the Vendor. The deposit is to be held in trust by the Vendor's agent in an interest bearing account pending the completion or termination ofthis transaction. Ifthe transaction is terminated the deposit shall be repaid forthwith by the Vendor to the Purchaser without deduction. The balance of the Purchase Price of TWO HUNDRED THIRTY-NINE THOUSAND ($239,000.00) DOLLARS is subject to adjustments including any adjustments provided for below in this Agreement shall be paid by bank draft or certified cheque payable to the Vendor on the completion of this transaction. ADDITIONALLY, the Purchaser agrees with the Vendor to the following terms and conditions: 1. This transaction is to be completed no later than 5:00 p.m. on December 29, 2005 (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 ofthe Property is to be given to the Purchaser. 2. 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. 3. The Purchase Price includes the fixtures now on the Property with the exception of the hot water heater if it is a rental heater. 4. The Vendor represents and warrants to the Purchaser that during the time the Vendor has owned the Property, the Vendor has not caused any building on the Property to be insulated with insulation containing ureaformaldehyde, and that to the best of the Vendor's knowledge no building on the Property contains or has ever contained insulation that contains ureaformaldehyde. This warranty shall survive and not merge on the completion of this transaction. 5. Except as provided in paragraph 7 hereof, the Vendor shall discharge all encumbrances and restrictions registered against title to the Property at her expense on or before the completion ofthis transaction. 6. The Purchaser is to be allowed until December 22, 2005 (the "Requisition Date") to examine the title to the Property at her own expense and to satisfy itselfthat 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. The 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 (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 q~ ~-S -;13 2 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. 8. The Purchaser shall be credited towards the Purchase Price with the amount, if any, which it shall be necessary for the Purchaser to pay to the Minister ofN ational 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. 9. The Vendor shall deliver on completion of this transaction evidence of compliance of the transaction with the Family Law Act, R.S.O. 1990, c.F3, as amended. 10. 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. 11. THIS OFFER TO BE ACCEPTED BY THE Purchaser on or before November 29, 2005, 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 affecting this Agreement or the Property other than as expressed herein in writing. 12. Ifthis 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), (Registration No. 106979800R TOOO 1). The Purchaser covenants to remit as required by the Act any G.S.T. payable in respect of the sale of the Property to the Purchaser and to indemnify 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 merge on the completion of this transaction. 13. 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 completion, is not available in registrable form on completion, Purchaser agrees to accept Vendor's lawyers personal undertaking to obtain, out ofthe 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 directing payment to the mortgagee of the amount required to obtain the discharge out ofthe balance due on completion of this transaction. 14. The Property shall remain at the risk of the Vendor until the completion of this transaction. 15. The Vendor covenants that the Property will be in a clean condition immediately prior to the completion ofthis transaction. This covenant shall survive and not merge on the completion ofthis transaction. 16. This Agreement shall be effective to create an interest in the Property only if Vendor complies with the subdivision control provisions of the Planning Act by completion of this transaction, and Vendor covenants to proceed diligently at her expense to obtain any necessary consent by prior to the completion of this transaction. 17. A Transfer/Deed for the Property shall, save for the Land Transfer Tax Affidavit, be prepared in registrable form at the expense ofthe Purchaser. Ifrequested by the Purchaser, Vendor 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, c.P.13, as amended. C)/~ })-S~ 3 18. 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 parties 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 the procedures for completion of this transaction by means of the ERS; (b) the delivery and exchange of documents, monies and possession ofthe Property and the release thereof to the Vendor and the Purchaser, as the case may be, shall not occur contemporaneously with the registration ofthe transfer/deed ofland 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 Agreement; 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 document shall also deliver the original thereofto the recipient party by overnight 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. 19. 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. Section 116 of the Income Tax Act/Family Law Act Affidavit c. Declaration of Possession d. Construction Lien Act affidavit 20. 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 the Purchaser. 21. 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 lawyers who are hereby specifically authorized to do so. 22. Ifnecessary for registration purposes, the Municipality shall prepare, at its expense, a plan of survey for the Property. 23. Any tender of documents or money may be made on the parties or their respective solicitors. 24. This Agreement shall be read with all changes of gender or number required by the context. 25. 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, mailed by pre-paid registered mail or sent by facsimile transmission addressed to: Municipality of Clarington 40 Temperance Street Bowmanville, Ontario L1C 3A6 Attention: David Crome, Director of Planning Services #J {} /GVb~- '-'- 4 Facsimile No. (905) 623-0830 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, mailed by pre-paid registered mail or sent by facsimile transmission addressed to: Re/Max Results Realty Inc. Broker Bowmanville, Ontario Facsimile No. 905-623-7624 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 oftransportation which it may reasonably be anticipated will cause the notice to be received reasonably expeditiously by the addressee. 26. For the purposes of this Agreement, the term "Force Majeure" means any delay for the duration of the 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 fallouts, rebellion or civil commotion, fire or explosion; flood, wind, water, earthquakes or other casualty, or an Act of God and any act, omission or event whether ofthe 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. DATED at Bowmanville, Ontario this~day of November, 2005. _<-L/ WiQ;-; ~ DATED at Bowmanville, Ontario this day of November, 2005. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON ~ We have the authority to bind the Corporation. C)~SR5