2021-042 Schedule APage I
AGREEMENT OF PURCHASE AND SALE (the "Agreement" or "APS")
BETWEEN :
THE CORPORATION OF THE TOWN OF TILLSONBURG
(the "Vendor")
-and-
MARGARITA JANZEN
(the "Purchaser")
WHEREAS the Vendor is the owner, in fee simple , of the lands and premises described in Schedule
"A" (the "Property");
NOW THEREFORE IN CONSIDERATION of the mutual covenants and premises in this Agreement,
the parties agree as follows :
SECTION I -GENERAL
1. The Purchaser agrees to purchase the Property and the Vendor agrees to sell the Property
according to the terms of this Agreement.
2 . In consideration of the agreement referred to in the preceding paragraph , the Purchaser shall
pay to the Vendor a Purchase Price of Five Thousand One Hundred and Fifty ($5, 150)
Dollars. The estimated area of the Property is 578 square feet.
3 . The Purchase Price shall be paid as follows:
(a) One Thousand Dollars ($1 ,000.00) deposit is payable by the Purchaser by certified
cheque upon Acceptance of this Agreement, to be held on an interest free basis by
the Solicitor for the Vendor as a deposit pending completion of this transaction on
account of the Purchase Price on completion , or if this Agreement is not completed
through no fault of the Purchaser, the deposit shall be returned to the Purchaser; and
(b) the balance of the Purchase Price , subject to adjustments, shall be paid to the
Vendor on the Completion Date , by certified cheque or bank draft.
SECTION II -PURCHASE OF PROPERTY
4 . Irrevocable Date
(a)
(b)
This APS shall be irrevocable and open for acceptance by the Vendor until 6:00 p.m.
on the 16th day of April, 2021 ("Accepta nce"), and when accepted shall constitute a
binding contract of purchase and sale , otherwise the APS shall be null and void and
all deposit monies paid shall be returned to the Purchaser without deduction.
Acceptance shall mean the date upon which the Mayor and Clerk of the Town of
Tillsonburg , or such other persons as the Vendor may authorize from time to time ,
sign and execute this APS subsequent to the requirement that the Council of The
Corporation of the Town of Tillsonburg has passed a resolution or by-law authorizing
and approving the sale of the Property to the Purchaser pursuant to the terms of this
APS.
(c) The parties agree and acknowledge that negotiation of this APS is not a valid and
binding agreement until accepted by the Council of The Corporation of the To n of
~ls;j urg. The Chief Administrative Officer of the Town of Tills~nb~~g , or · or her
Buyer's Initials~ Sellers I
designate, shall negotiate the terms of this APS in good faith . However, the
negotiation of the terms of this APS by the Chief Administrative Officer of the Town of
Tillsonburg , or his or her designate , in no ways binds The Corporation of the Town of
Tillsonburg until such time as this APS is authorized and approved by the Council of
The Corporation of the Town of Tillsonburg.
5. Council Approval
(a) This transaction is subject to compliance with Section 270 of the Municipal Act, 2001 ,
S.O. 2001 , c. 25 as amended and the approval of the Council of The Corporation of
the Town of Tillsonburg in its sole and absolute discretion by resolution or by-law.
6 . Deed/Transfer
(a) The Vendor agrees to deed or transfer the Property to the Purchaser subject to the
terms of this Agreement.
7 . Completion Date
(a) The closing of this transaction shall take place on May 20, 2021 , or such other date
as mutually agreed upon (the "Completion Date") at which time possession of the
Property in "as is , where is" condition shall be given to the Purchaser other than as
provided in this APS . The Vendor acknowledges that it has the right and authority to
sell the Property.
8 . Documents, Reports and Information
(a) The Vendor will produce and deliver to the Purchaser by April 29, 2021 any
documents, reports or information in its possession in respect to the Property. The
Purchaser agrees to return all of the above documentation to the Vendor if this
transaction is not completed .
SECTION Ill -CONDITIONS , REPRESENTATIONS AND WARRANTIES
9 . "As Is " Condition
(a) The Purchaser acknowledges that it is acquiring the Property in an "as is" condition
and that it must satisfy itself by April 29, 2021 regarding the condition of the Property
including , but not limited to , all existing physical co nditions of this Property,
environmental conditions , fitness for any purpose , suitability for cons truction , soil
bearing capacity for any building proposed , and the availability of municipal services
and utilities necessary for the Purchaser's proposed use of the Property. The
Purchaser acknowledges that the Vendor shall not be responsible for any physical
deficiencies of the Property or for any past , present or future environmental liabilities
and hereby waives any c laims against the Vendor in respe ct of any environmental
liabilities on the Property . The Purchaser agrees to sign a release and indemnity in
favour of the Vendor on or before closing with respect to matters set out in the
preceding sentence . If the Purchaser is for any reason whatsoever dissatisfied with
the Property, it shall deliver written notice to that effect to the Vendor by no later than
the time specified herein , and this Agreement shall be terminated and the deposit
shall be returned to th e Purchaser without interest or deduction . If the Vendor is
notified that the condition of the Property is not satisfactory , then the Purchaser shall ,
prior to re ceiving its deposit monies back and prior to being e ntitl ed to a full release
from the Vendor with respect to this Agreement, restore the Property to its original
condition as it existed prior to suc h testing or inspection by the Purchaser, at the
Purchaser's sole expense . If the Purchaser fails to deliver written notice to the
Vendor within the tim e specified herein regarding this condition , this condition sha ll be
deemed to have been wa ived by the Purchaser.
10 . Other Conditions
(a) This APS and completi on of this transaction is subject to the cond iti ons set out in
Schedules "A" and "B".
11 . Investigation by th e Purchaser
(a) The Purchaser acknowledges having inspected the Property prior to executin
APS and understands that upon Acceptance by the Vendor, and subject
M1s herein , th ere shall be a binding agreement of purchase and sal
Buyer's Initial s .
7
Seller's lniti
the Purchaser and the Vendor. It shall be the Purchaser's responsibility to provide , at
its own expense , any soil bearing capacity tests or environmental inspection , as may
be required or desired , and the Vendor shall grant the Purchaser access for such
testing or inspection at all reasonable times , on reasonable notice , for the purpose of
conducting reasonable inspections .
12. Future Use
(a) The Vendor and the Purchaser agree that there is no condition , express or implied ,
representation or warranty of any kind that the future intended use of the Property by
the Purchaser is or will be lawful except as may be specifically stipulated elsewhere in
this Agreement.
13. Provision of Plans
(a) The Purchaser agrees and covenants that prior to the issuance of a building permit,
the Purchaser shall provide to the Town of Tillsonburg 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 provisions of this paragraph shall survive closing.
14. Reasonable Assistance
(a) The Vendor agrees to provide reasonable assistance and co-operation to the
Purchaser in obtaining the necessary approvals for the development of the Property
subject to the Purchaser's compliance with all relevant building codes, by-l aws , land
use controls , any other statutory requirements and payment of the fees provided for
in the Town of Tillsonburg 's current fees by-law.
15. Development Coven ants and Restri ctions
(a) The Property shall be subject to the development covenants and restrictions more
particularly set out in Schedule "D" atta ched to this APS , \•vhich shall survive the
completion of this transaction and run with the Property. The development covenants
and restrictions shall be registered on title by the Vendor. In the event that the said
covenants and restrictions are not registered on title to the Property on or before
closing , the Purchaser covenants and agrees to consent to the registration of the
covenants and restrictions after closing.
16. Property Not for Resale
(a) The Purchaser covenants that it is purchasing the Property for the purpose of
consolidating the parcel with the Purchaser's adjoining property and not for the
purpose of resale of vacant land.
SECTION IV -PRIOR TO COMPLETION DATE
17. Purc ha ser Ma y Inspect the Property
(a) The Purchaser, its agents and contractors shall be permitted to inspect the Property
and any buildings as frequently as is reasonably necessa ry between the date of
Acceptance and the Completion Date at reasonable times and upon reasonable
notice to the Vendor.
18. Insurance
(a) Pending closi ng , th e Ve nd or shall ho ld all in s urance policies and the proceeds thereof
in trust for the parties as the ir interest may appear and in the event of damage to the
Property. The Purchaser may elect to either receive the proceeds of the insurance
and complete the purcha se or to cancel th e APS and have a ll th e deposit monies
paid to the Vendor returned t ogether with all interest earned thereon without
deduction.
SECTION V -COMPLETING THE TRANSACTION
19 . Deed/Transfer
(a) The Deed or Transfer of th e Prope rty will be prepared by th e Vendor at the expe nse
of th e Purchaser in a form acceptable to the solicitors for the Purchaser and th e
Purchaser will pay a ll Land Transfe r Tax , Harmonized Sa le s T ax and ot he r costs in
connection with the reg istrati on of it.
Buyer's Initials.,,
20. Electronic Registration
(a) The parties agree that the transaction shall be completed by electronic registration
pursuant to Part Ill of the Land Registration Reform Act, R.S.O. 1990, c.L.4 as
amended. The parties acknowledge and agree that the delivery and release of
documents may, at the discretion of the lawyer: a) not occur contemporaneously with
the registration of the transfer/deed and other registrable documentation , and b) be
subject to conditions whereby the lawyer receiving documents and/or money will be
required to hold them in trust and not release them except in accordance with the
terms of a written agreement between the lawyers entered into in the form of the
Document Registration Agreement adopted by the Joint LSUC-OBOA Committee on
Elective Registration of Title Documents.
21 . Survey or Reference Plan
(a) The parties acknowledge that a-survey, at the Purchaser's expense, is required and
a Reference Plan may be registered on title and may be used to provide a registrable
description of the Property and any easements.
22. Letters and Reports from Officials of the Vendor
(a) On or before the requisition date, the Vendor agrees to provide to the Purchaser, if
requested , at the Vendor's expense , letters or reports from the Building and Zoning
Department of the Town of Tillsonburg and the Fire Chief of the Town of Tillsonburg
regarding the status of compliance with all codes , by-laws , rules and regulations with
respect to the Property and any buildings located thereon .
23. Examination of Title
(a) Title to the Property shall be good and marketable and free from all encumbrances
except for any service easements or rights-of-way to be reserved in favour of the
Vendor and for any easements or rights-of-way registered on title and any minor
encroachments shown on the survey or Reference Plan delivered to the Purchaser.
Any required easement shall be in the form set out in Schedule "C".
(b) The Purchaser is allowed until May 13, 2021 to examine the title to the Property. If
on or before this date the Purchaser furnishes the Vendor in writing with any valid
objections: to the title ; to any undisclosed outstanding work orders; to undisclosed
non-compliance with the municipal by-laws or covenants and restrictions which run
with the land and cannot be resolved before the Completion Date ; as to any objection
of which the Vendor shall be unable to remedy or correct by the Completion Date and
which the Purchaser will not waive, then this APS shall , notwithstanding any
intermediate acts or negotiations , be terminated and the deposit shall be returned to
the Purchaser without deduction and the Vendor and th e Purcha ser shall not be liable
for any costs , damages, compensation or expenses.
24. Vendor to Discharge all Encumbrances
(a) The Vendor agrees to obta in and regi ster at its own expense , on or before th e
Completion Date, a discharge of all liens , encumbrances, agreements and mortgages
now registered against the Property and not assumed by the Purchaser. Th e Vendor
further covenants and agrees to discharge , on or before the Completion Date, any
and all liens , chattel mortgages , assignments or any other security interest given by
the Vendor against its personal Property .
25. Adjustments
(a) The Vendor agrees that all deposits , if any, held by the Vendor not including interest
thereon shall be credited to the Purchaser in the St atement of Adjustments prepared
for the Comp let ion Date.
(b) Any rents , mortgage , interest, t axes , loca l improvements, water and assessment
rates shall be apportioned and a ll owed to the Completion Date , the day itself to be
apportioned t o th e Purchaser.
26. De liveries by the Vendor To The Purchaser on Closing
(a) The Vendor covena nts and agrees to deliver to the Purchaser o n the Completion
Date , all such deliveries to be a condition of the Purchaser's ob ligati on to clo th is
transaction , the following :
Buyer's lnitial s1
(i) a deed/transfer of the Property;
(ii) any survey or reference plan of the Property in the possession of the Vendor;
(iii) a Statutory Declaration by an authorized officer of the Vendor stating that
accurateness and truthfulness of all of the representations and warranties;
(iv) a Statutory Declaration by an authorized officer of the Vendor as to
possession of the Property in a form acceptable to the solicitors for the
Purchaser;
(v) a Statutory Declaration by an authorized officer of the Vendor that it is not
now, and upon completion will not be, a "non-resident person" within the
meaning and for the purpose of Section 116 of the Income Tax Act, R.S.C .,
1985, c. 1 (5th Supp.) as amended ;
(vi) certified copies of all appropriate certificates, by-laws and other documents of
Vendor authorizing the transaction herein ; and
(vii) such further documentation and assurances as the Purchaser may reasonably
require to complete the transaction contemplated by the APS.
27. Harmonized Sales Tax
(a) The parties hereto acknowledge and agree that the transaction contemplated herein
is subject to the Harmonized Sales Tax (HST) under the Excise Tax Act, R.S.C.,
1985, c. E-15 (the "Act") and that the Purchase Price does not include HST. The
Vendor shall provide the Purchaser with its HST Business Number. The Purchaser
shall pay to the Vendor any HST imposed under the Act payable in connection with
the transfer of the Property to the Purchaser, or as it may direct , unless the Purchaser
or its nominee, or its assignee , provides:
(i) a certificate on or before the Completion Date containing a rep resentat io n and
warranty to the Vendor that:
(1) it is registered for the purpose of the HST on the Completion Date and
specifying the HST registration number;
(2) it will self-assess the HST on its GST/HST return or file the prescribed
form pursuant to subsection 228(4) of the Act in connection with the
purchase of the Property;
(3) the Property transferred pursuant to this APS is being purchased by
the Purchaser, or its nominee or assignee, as principa l for its own
account and is not being purchased by the Purchaser as agent, trustee
or otherwise on behalf of or for another person, and does not
co nstitute a supply of residential complex made to an individual for the
purpose of paragraph 221 (2)(b) of the Act ;
(4) an ind e mnity , indemnifying and saving harmless th e Vendor from any
HS T payable on this transaction and penalty and interest relating to
HST; and
(5) a notarial true copy of its HST registration confirmation.
SECTION VI -MISCELLANEOUS
28 . Entire Agreement
(a) There is no representation , warranty , collatera l agreement or condition affecting this
Agreement of the Property other than expressed herein.
29 . Tender
(a) Any tender of documents or moneys hereunder may be mad e upon the so li c itor
acting for the party upon whom tender is desired, a nd it shall be sufficient th at a
negotiable , cert ifi ed cheq ue or bank draft may be tendered in stead of cash.
Buyer's Initi a l s~
30 . Time of Essence
(a) Time shall be of the essence of this Agreement.
31. Planning Act
(a) This Agreement shall be effective only if the provisions of Section 50 of the Planning
Act, R.S.O. 1990, c.P.13 , as amended are complied with.
32. Notices
(a) All notices in this Agreement shall be in writing and shall be deemed to have been
given if delivered by hand or mailed by ordinary mail , postage prepaid , addressed to
the solicitor for the person to whom such notice is intended to be given at the
following addressed :
Solicitors for the Vendor:
Duncan , Linton LLP
ATTENTION : Steven Ross
45 Erb Street West
Waterloo , ON N2J 4B5
Fax: (519) 886-8 651
with a copy delivered to:
The Corporation of the Town of Tillsonburg
ATTENTION : Development Commissioner
204-200 Broadway
Tills onburg , ON N4G 5A7
Fax: 519-842-9431
Solicitors for the Purchaser:
James Boll
Brimage Law
PO Box 188
Simcoe , ON
519.426.5840
jboll@brimage.com
If mailed , such notices must also be given by facsimile transmission on the date it
was so mailed . If so given , such notices shall be deemed to have been received on
the first business day following the date it was delivered or marked mailed o ut.
33 . Successors and Assigns
(a) The Purchaser shall be permitted to assign all of its right, title and interest in and to
this APS with the Vendor's written approval.._ which shall not be unreasonably
withheld ... including assignment to another corporation with the same shareholders as
the Purchaser. Subject to the restrictions in the preceding sentence , the Vendor
agrees to engross the Transfer/Deed of Land as directed by the Purchase on the
completion Date as the Purchaser may elect, and the Vendor agrees to comp lete the
transaction contemp lated by this APS on the Completion Date with such assignee or
nominee. The Purchaser is released from all liability hereunder, if it assigns its
interest in this APS. This Agreement shall be binding upon the parties hereto and
their respective succes sors and assigns .
34. Schedules
(a ) The following Schedules shall form an integral part of this Agreement:
(i) Schedule "A" De scription of the Property;
(ii) Schedule "B'' Conditions ;
35. Acceptance by Fa x or Email
Buyer's In itials~
(a) The Purchaser and Vendor acknowledge and agree that the communication of this
Agreement of Purchase and Sale may be transmitted by way of facsimile or electronic
mail, and that they agree to accept such signatures and documents to be legal and
binding upon them.
36. Counterparts
(a) This Agreement may be signed in any number of counterparts , each of which is
considered to be an original , and al l of which are considered to be the same
documents.
37. Severability
(a) If any provision of this Agreement, or the application thereof to any circumstances ,
shall be held to be invalid or unenforceab le , then the remaining provisions of th is
Agreement, or the application thereof to other circumstances, shall not be affected ,
and shall be valid and enforceable .
Buyer's Initi a l s~--
IN WITNESS WHEREOF the Purchaser has executed this Agreement:
Dated at _________ , Ontario this ___ day of ______ , 2021.
**
Name:
Title :
IN..Je hav e authority to bind the Corporation.
The Vendor hereby accepts this Agreement according to its terms .
-~11 ~ ' r
Dated at Tillsonburg , Ontario this ~ day of VflQ~ , 2021.
IN WITNESS WHEREOF the Vendor has executed this Agreement:
Buyer's Initia l s~
We have authority to bind The Corporation
of the Town of Tillsonburg .
SCHEDULE "A" -LEGAL DESCRIPTION OF THE PROPERTY
ALL AND SINGULAR that certain parcel or tract of land and premises situated , lying and being in
the Town of Tillsonburg in the County of Oxford , being compromised of a portion of Block 88 , Plan
41 M-139, and to be described by a new reference plan:
I ~ ~78° 3-7°50' E ••• 4 .. 4 -15 3. 2'0 ~ ~~.18 148.02 --+-I
' v ~ ~ t 0 TRILLIUM DR I VE ,~ q I l 2 ,<!)
a --4-~ N 78°37'so"E ~ ,<?> {O ~148.02 __....g -"" ..., . ) a ~ iD 27.52 27. 50 27.50 27.50 t rt~ 35.00 ,~ .,. 3.00 c, z: ~ :3 il'.
~ 0 'o ·2 =o 0 0 <( ~o f'-0 0 ,.... 0 9 I'-; 10 .(\J "'-; I I N 12 f'-"? ID .N "" o.O .N ro N ctl ~ IO N It") ~·BLOCK N ro ~ 11'1 0 ~I"> BLOC " ~ -
~= v --C\J -:z ,... z q, t>'O z z 88 ;+. i:,'~ \0 N78"'37'so"E: II O.OZ 0 ID 87 ---0
27.52 ,<?:> 27.50 ~ 2 7.50 ,'<J 27.50 86 ~<I' '° 0-~ N· IQ " l.2~ 11.02 ..... ,'?.I '~ 23.25f ~ r--. (!) t--23.25 23.25 23.25 ~ ·o I'---
5.24 .~ -~ ~ _?; 'o .
:I: 'o N
"" ·o "o ·o .NO N -0 0 0 -0 ~ NQJ 0 N (X) .C\I a;> N <Xl .N 00 -.N . 0 -J ID 17 116 ,5 14 -1() -N ti) N It) NI() N Ill 13 z ro z'll -r<l 0 I<) 0 ~ ':.. ro z ~· -----z z z: z ~
23.25 t i 3.00
22.29 23.25 23.25 23.25 35.00 ,
~ I-z 1n'7 'l." ~ °' N 7R 0 37 1
!')C)"J;' ·°' .<>. .~ t"\l .c"IO
Buyer's I nitia ls~.
1.
SCHEDULE "B" PURCHASER CONDITIONS
The transacti~n of purchase and sale contem . of the following terms and conditions on p~trd herein shall be subject to the fulfillment
conElitions f . or e ore . areor the exclusive benefit of the p , which terms anEI p~rt l>y !ho Purchaser. If !he sonOitions are no! ":.:f:i~s;' and .may l>o waived in whole or in
;o urned. and Agreement arising from the -r sh '11 el> or waived then the deposit shall l>o
ram their obligations: a e at an enEI anEI all parties releaseEI
(a) **
Buyer's Initi a l s~ / r'lnit~