3942 Schedule 'A' - Agreement of Purchase & Sale Erica Patenaude _ Arron PattynAGREEMENT OF PURCHASE AND SALE
BETWEEN
THE CORPORATION OF THE TOWN OF TILLSONBURG,
hereinafter called the Seller,
-and-
ERICA PATENAUDE and ARRON PATIYN,
hereinafter called the Buyer,
AND WHEREAS the Seller owns the subject property and is desirous of selling the subject property;
NOW THEREFORE THE PARTIES, in consideration of the mutual covenants and agreements hereinafter set out, hereby agree as
follows:
Schedule(s) A Attached hereto forms part of the Agreement.
1. PROPERTY DESCRIPTION
The Buyer hereby offers to purchase from the Seller real property fronting on the WEST side of DENRICH AVENUE in the Town of
Tillson burg having a frontage of 164 FEET more or less by a depth of IRREGULAR more or less, containing approximately 0.17 acres
and legally described as BLOCK A, PLAN M60.
2. PURCHASE PRICE
The purchase price shall be SIXTEEN THOUSAND DOLLARS ($16,000.00 Cdn).
3. DEPOSIT
The Buyer submits with this Offer the sum of ONE THOUSAND Dollars ($1000.00 Cdn) by cheque payable to the Seller, upon
acceptance, as a deposit to be held by it, in trust, pending completion or other termination of this Agreement and to be credited
towards the purchase price on completion, and the Buyer further agrees to pay the balance of the purchase price, by cash or certified
cheque, on closing, subject to the adjustments contemplated herein. For the purposes of this agreement, "upon acceptance" shall
mean the date of approval by bylaw of the agreement. The parties to this Agreement hereby acknowledge that the deposit shall be
placed in the Seller's bank account upon acceptance and no interest shall be paid on the deposit.
4. IRREVOCABLE DATE
This offer shall be irrevocable by Buyer until 6 PM on the 18 day of September, 2015, after which time, if not accepted by the Council
of the Corporation of the Town of Tillsonburg, this Offer shall be null and void and the deposit returned to the Buyer in full without
interest. Further, the Buyer acknowledges that negotiation of this offer, including all amendments is conditional upon the approval of
the Council of the Corporation of the Town of Tillson burg and that the negotiation and/or execution of the terms in this offer by the
Chief Administrative Officer or his designate in no way binds the Corporation to any of the terms contained therein.
5. CONDITIONAL DATE
The transaction of purchase and sale contemplated herein shall be subject to the fulfillment of the following terms and conditions on
or before October 31, 2015, which terms and conditions are for the exclusive benefit of the Buyer and may be waived in whole or in
part by the Buyer. If the conditions are not fulfilled or waived then the deposit shall be returned and the Agreement arising from the
offer shall be at an end and all parties released from their obligations.
a. The Seller hereby grants the Buyer and its agents access to the property and its consent to conduct all reasonable
soil and environmental tests and investigations on any of the property and if the results of such tests are
unacceptable to the Buyer in its sole discretion, the Buyer may, by written notice to the Seller, delivered on or
before the Conditional Date, terminate this Agreement. The Buyer covenants to restore the property to
substantially the same condition as they were prior to their entry thereon for testing at their sole expense;
b. The Buyer completing its purchase of the adjoining property; and,
c. The Buyer obtaining a minor variance for the construction of an accessory building and driveway on the subject
property to the sole satisfaction of the Buyer. The Seller shall permit the Buyer to submit the appropriate
application but the Buyer acknowledges that the Seller shall in no manner represent or warrant that the minor
variance will be granted and the Buyer must conform with all procedures and processes as would any applicant.
In the event these conditions are not waived the deposit shall be returned forthwith to the Buyer, without interest or
. deduc~~~~ arties shall be released from their respective obligations hereu~der ... ~
Buyer's lmtlals /';If,... L.\k_. , Seller·s lmtJals -~--==---
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The Buyer acknowledges that:
(a) the property is being sold by the Seller pursuant to the Surplus Lands Policy in effect at the date of this
Agreement.
6. TITLE SEARCH DATE
The Buyer shall be allowed until 6:00PM on the 6th day of November, 2015 (the "Requisition Date") to examine the title to the
property at his own expense and to satisfy himself that the industrial use thereon is lawful.
7. COMPLETION DATE
This agreement shall be completed by no later than 6 PM on the 1ih day of November, 2015_. Upon completion, vacant possession
shall be given to the Buyer unless otherwise provided in this Agreement.
8. 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 for 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 provided 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 regulated 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, fibre lines or any other services which do not materially affect the use of the
property. If, within the specified times for Title Search any valid objection to title or to the fact that an industrial use may not be
lawful on the property is made, in writing, to the Seller, in which the Seller is un~ble to, or unwilling to remove, remedy or satisfy,
and which the Buyer will not waive, this Agreement, notwithstanding any intermediate acts or negotiations in respect to such
objections, shall be at an end and all moniespaid shall be returned without interest or deduction and the Seller shall not be liable for
any costs or damages. Save as to any valid objections so made by such day and except for objections going to the root of title, Buyer
shall be conclusively deemed to have accepted the Seller's title to the property.
9. DOCUMENTS
The Buyer shall not call for the production of any title deed, abstract, survey or any other evidence of title to the property, except
such as are in the possession or control of the Seller. If requested by the 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.
10. 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 the
Buyer is or will be lawful except as may be specifically provided for in this Agreement. Further, the Buyer acknowledges that the
Seller is not warranting that the property is suitable or fit for the purpose intended by the Buyer and that the Buyer must conduct its
own inspections and investigations as to its plans for the property.
11. ADJUSTMENTS
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 date of completion, the day of completion itself to be apportioned to the Buyer.
12. DOCUMENT PREPARATION
The transfer/deed shall, save for the Land Transfer Tax Affidavit which shall be prepared and completed by the Buyer, be prepared in
registerable form at the expense of the Seller.
13. CLOSING ARRANGEMENTS
Where each of the Seller and 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 Ill of the Land Registration Reform Act, R.S.O. 1990, Chapter
L4 and the Electronic Registration Act, S.O. 1911, Chapter 44, and any amendments thereto, the Seller and Buyer acknowledge and
agree that the exchange of closing funds, non-registrable 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 w1th the complet1on of this transaction) and (b) be subject to conditio
Buyer's Initials /)/(rif2. Seller's Initial
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whereby the
lawye.-(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 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. Unless otherwise agreed to by the lawyers, such exchange of Requisite Deliveries will occur in the applicable Land Titles
Office or such other location agreeable to both lawyers.
14. HARMONIZED SALES TAX (HST)
If this transaction is subject to HST, then such tax shall be in addition to the purchase price. The Seller will not collect HST if the
Buyer provides to the Seller a warranty that the Buyer is registered under the Excise Tax Act ("ETA"), together with a copy of the
Buyer's ETA registration, a warranty that the Buyer shall self-assess and remit the HST payable and file the prescribed form and shall
indemnify the Seller in respect of any HST payable. The foregoing warranties shall not merge but shall survive the completion of the
transaction. If the transaction is not subject to HST, Seller agrees to certify on or before closing that the transaction is not subject to
HST.
15. TIME OF THE ESSENCE
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 Seller and Buyer or by their respective lawyers who are
specifically authorized in that regard.
16. 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 may be tendered by a bank draft or cheque certified by a Chartered Bank, Trust Company, Province of Ontario
Savings Office, Credit Union or Caisse Populaire.
17. FAMILY LAW ACT
Seller warrants that spousal consent is not necessary to this transaction under the provision of the Family Law Act, R.S.O. 1990 unless
Seller's spouse has executed the consent hereinafter provided.
18. LEGAL, ACCOUNTING AND ENVIRONMENTAL ADVICE
The parties acknowledge that any information provided by the Buyer is not legal, tax or environmental advice and that it has been
recommended that the parties obtain independent professional advice prior to signing this document.
19. 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.
20. NOTICES
Notice to either party shall be given at the following addresses:
If to the Seller:
21. BROKER REPRESENTATION
Att: Development Commissioner
Corporation of the Town of Tillsonburg
200 Broadway, Suite 204
Tillsonburg, ON N4G SA7
Fax: 519.842.9431
If to the Buyer:
The Buyer hereby confirms that -----'-'N-"o"-t"'A"'p"'p"'li,ca,_,b"'l"'e ___________ (name of representing agency if applicable)
is representing the Buyer in this transaction and the Broker shall receive no payment of the standard commission.
22. AGREEMENT IN WRITING
Buyer's Initials &Pidp'
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In there is a conflict between any provision added to this Agreement (including any Schedule attached hereto) and any provision in
the typewritten hereof, the added provision shall supersede the typewritten portion to the extent of such conflict or discrepancy.
This Agreement including any Schedule attached hereto shall constitute the entire Agreement between the Buyer and Seller. There is
no representation, warranty, collateral agreement or condition, which affects this Agreement other than as expressed herein. This
Agreement shall be read with all changes of gender or number required by the context.
23. SUCCESSORS AND ASSIGNS
The heirs, executors, administrators, successors and assigns of the undersigned are bound by the terms herein.
BUYER ACKNOWLEDGEMENTS
24. INSPECTION
The Buyer acknowledges having inspected the property prior to submitting this offer and understands that upon the Seller accepting
this offer there shall be a binding Agreement of Purchase and Sale between the Buyer and the Seller.
2S. CONDITION OF THE PROPERTY
26. The Buyer acknowledges and agrees that it is purchasing the property in its present condition, "as is" and will conduct, by the
Conditional Date, all inspections that it reasonably requires to determine if the property has been used as a waste disposal site
or contains waste or hazardous material as has been defined and/or designated pursuant to the Environmental Protection Act
(Ontario) or any federal legislation of similar type or nature and that the Buyer acknowledges that the Seller makes no warranty
or representation concerning the environmental status of the subject property, soil conditions or the existence of any items
under the surface of the property at the time of sale. The Buyer further acknowledges and agrees that it will conduct such tests
as it deems necessary to determine to its satisfaction that the soil conditions for the property are satisfactory to support the
development and construction of the building and other structures contemplated for its proposed use ofthe property.
PROVISION OF PLANS
The Buyer agrees that prior to the issue of a building permit the Buyer shall provide to the Department of Development &
Communications of the Seller a plan showing the location of the building(s) and outside storage, the front elevation of the
building(s), the exterior building materials, the landscaping treatment and the screening of outside storage. The obligation of the
Buyer set out in this paragraph shall not merge on closing.
SELLER ACKNOWLEDGEMENTS
27. SURVEY
The Seller agrees to provide to the Buyer, at the Seller's expense, a current plan of the property, prepared by a qualified Ontario land
Surveyor under seal, showing the size and measurements of the property to describe the land for a registerable transfer.
28. DISCHARGE OF ANY MORTGAGES, LIENS OR ENCUMBRANCES
The Seller agrees to discharge all mortgages, liens or encumbrances, if any, registered against the property at its own expense, on or
before closing, save as aforesaid.
29. EXISTING SERVICES
The Buyer acknowledges and agrees that it is purchasing the property 11aS is" and that no commitments are being made as to the
provision of municipal services to the property and that payment by the Buyer of additional levies, imposts or charges, to supply to
the property municipal services may be required. The Buyer acknowledges and agrees that it will be responsible for any fees to connect
laterals to water, sanitary sewers, and hydro at the standard charges imposed by Tillsonburg Hydro Inc and the Town of
Tillson burg/County of Oxford Engineering Departments as well as any costs associated with the installation of laterals to connect to
services within the municipal road allowance. The Buyer further acknowledges that it will be responsible for compliance with any onsite
or abutting drainage requirements including lot grading or drainage swales, ditches or conduits that may be required including costs
associated with construction or installation of same as a result of any proposed development on the property and as a condition of
approval of such development. The Buyer acknowledges that a Road Occupancy Permit must be obtained for any works undertaken on
Tillsonburg's road allowance(s) and the Buyer shall provide a cash deposit in an amount satisfactory to the Director of Operations to
guarantee the performance of the Owner's obligations pursuant to the Road Occupancy Permit and to indemnify the Town of Tillsonburg
""'"'' '"'"'" ~' 4 "'""''.¥""~
for arry costs incurred as a result of works undertaken on the road allowance(s) in addition to any security required pursuant to this
Agreement.
The obligations of the Seller set out in this paragraph shall not merge on closing.
30. REASONABLE ASSISTANCE BY THE SELLER
The Seller agrees to provide reasonable assistance and co-operation to the Buyer in obtaining necessary approvals for the development
of the property subject to the Buyer's compliance with all relevant building codes, bylaws, land use controls, any other statutory
requirements and payment of the fees provided for in the Town's current fees bylaw.
The obligations of the Seller set out in this paragraph shall not merge on closing.
DATED at Tillson burg this (/
SIGNED, SEALED AND
DELIVERED in the
Presence of
Buyer's Initials fl{J ~'
5:..\.....L
day of J.Jfre, 2015
DATE
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CLERK DATE
----AaronP:yn~ I !\ MTE
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Erica Patenaude DATE
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SCHEDULE A-Restrictive Covenants
The Buyer further agrees that:
1. final grade ar.d elevations will be established to the satisfaction of the Town;
2. all surface and roof drainage will be controlled on site and taken to an outlet approved by the Town;
3. all necessary provisions for service connections on site will be made to the satisfaction of the Town, or the Tillsonburg Hydro Inc
of the Town ofTillsonburg, as the case may be;
4. construction work will be carried forward expeditiously in a good and workmanlike manner, in accordance with good trade
practice and so as to cause a minimum of nuisance;
5. all necessary precautions to avoid dust, noise and other nuisances and to provide for the public safety will, so far as possible, be
taken and which comply with The Construction Safety Act;
6. all necessary care will be taken to see that mud and soil is not tracked or spilled onto any public highway;
7. driveways shall be constructed using good engineering practices to the satisfaction of the Town;
8. upon failure by the Owner to do any act that the public safety or convenience requires, in accordance with this agreement, on
reasonable notice, the Town, in addition to any other remedy, may go in and do same at the Owner's expense and collect the
cost in like manner as municipal taxes;
9. the Town may treat any breach of this agreement as a breach ofthe Building By-Law and stop work until the breach is rectified;
10. nothing in this agreement, any discussions or negotiations constitutes a waiver of the Owner's duty to comply with any by-law
and/or Building Permit and/or Building Code of the Town or any other by-law or provincial or federal statute or regulation;
11. the Owner will convey to the Town without charge any easement required by the Town or by the Tillson burg Hydro Inc.;
12. the Owner will do all landscaping provided for in the approved plans.
So far as may be, the covenants of the Owner herein shall be restrictive covenants running with the land for the benefit of the adjoining
lands of the Town or such of them as may be benefited thereby and shall be binding on the Owner, his or her heirs, executors,
administrators, successors and assigns as Owners and occupiers of the said land from time to time. The preceding representations and
covenants shall survive closing and shall not merge with closing.
This agreement will be registered on the land and shall be the responsibility of the Owner for the cost of registration. The Owner shall
provide the Town with a registered copy of same.
Buyer's Initials~
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Seller's In~