2021-075 Schedule AAGREEMENT OF PURCHASE AND SALE (the "Agreement" or "APS")
BETWEEN:
THE CORPORATION OF THE TOWN OF TILLSON BURG
(the "Vendor")
-and-
Tillsonburg Developments Inc.,
In Trust for 2407774 Ontario Limited
(the "Purchaser")
WHEREAS the Vendor is the owner, in fee simple, the lands and premises described as Part Lot
1594, Plan 500, Parts 1 -4, Plan 41 R8799. T/W B7982 Except 35670 Together with an easement as
in 335414 Together with an easement as in 335413 Town of Tillsonburg, County of Oxford, herein
after referred to as "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
accord ing to the terms of th is Agreement.
2. In consideration of the ag reement referred to in the preceding paragraph, the Purchaser shall
pay to the Vendor a Purchase Price of Twenty-Four-Thousand ($ 24,000.00) CON Dollars.
The estimated area of the Property is 4. 76+/-Acres.
3. The Purchase Price shall be paid as follows:
(a) The Purchaser hereby agrees to pay a deposit of Five Thousand Dollars
($5,000.00) CDN., payable by certified cheque to the Vendor's Solicitor, upon
Acceptance o f this Agreeme nt. Said deposit shall be held interest free and shall be
credited to the purchase price upon the completion of this transaction, failing
which this deposit shall be returned to the Purchaser without interest or deduction
and;
(b) the balance of the Purchase Price , by Certified Cheque or Bank Draft, subject to the
usual adjustments, to the Vendor's solicitor upon the Completion of this transaction.
SECTION II -PURCHASE OF PROPERTY
4. Irrevocable Date
(a) This APS shall be irrevocable and open f or acceptance by the Vendo r until 6 :00 p.m.
on the 30th, day of July, 2021 ("Acceptance"), 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 withou t interest or deduction.
(b) Acceptance shall mean the date upon wh ich 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 t his APS subsequent to the requirement that the Council of The
Corporation of the Town of Tillsonburg has passed a resolution or by-law au thorizing
and approving the sale of the Property to the Purchaser pursuant to the terms of this
APS.
Buyer's lnitialscg?----
(c) The parties acknowledge and agree that negotiation of the terms and conditions of this
APS by The Chief Administrative Officer of the Town of Tillsonburg , or his or her
designate, shall be negotiated in good faith. However, the said negotiation/s 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 Tillson burg.
5. Council Approval
(a) This transaction is subject to compliance with Section 270 of the Municipal Act, 2001,
S. 0. 2001 , c . 25 as amended and the approval of the Council of The Corporation of the
Town of Tillsonburg in its sole and abso lute discretion by resolution or by-law.
(b) This agreement is subject to an application for Official Plan I Zoning changes being
approved , for the lands t o the West of the subject lands herein referred to, said
change/s are to permit the Transferer herein to obta in approval to subdivide part of the
adjacent lands, know as "The Bridges" Golf Club, for a residential development. Failing
which this agreement shall become null and void and the purchaser's deposit shall be
returned in full without interest or penalty. This clause is included for the sole benefit of
the purchaser and may be waived by them at anytime within the allowed time period.
6. Deed/Transfer
(a) The Vendor agrees that on the day of completions and transfer of title of the subject
property that they w ill deed or transfer the Property to 240777 4 Ontario Limited , subject
to the terms of this Agreement.
7. Completion Date
(a) The closing of this transaction shall take place within 30 days from the date of
approval of the applications for Official Plan I Zoning Change/s , or such other date
as mutually agreed upon (the "Completion Date") at which time possession of the
Property in "as is , where is" cond ition 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 t o the Pu rchaser by July 20th, 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 111 -CONDITIONS, REPRESENTATIONS AND WARRANTIES
9. "As Is" Condition
(a) The Purchaser acknowledges th at it is acquiring the Property in an "as is" condition and
that it must sati sfy itself by July 24th, 2021 regard ing the condition of the Property
includ ing , but not limited to , all existing physical conditions of this Property,
environmental cond itions, including the Purchaser's requested restrictions against
construction of any buildings or structures of any kind whatsoever anywhere
within the boundaries of the land that are the subject of This agreement of
purchase and sale. A proposed wording for this restrictive covenant shall be
attached hereto as Schedule 'C'. The Purchaser acknowledges that the Vendor shall
not be responsible for any ph ysica l deficiencies of the Property or for any pa st , present
or f uture environmental liabilities a nd he reby waives any claims against the Vendor in
respect of any environmental liabilities on th e Property. The Purchaser agrees to sign
a release and indemnifi cation in favour of the Vendor on or before closing with respect
to matters set out in the preced ing sentence . If the Purch aser is for any reason
wh atsoever dissatisfied with the Property , it shall deliver written notice to that effect to
the Vendor by no later t han the time specified herein , and this Agreement shall be
terminated and the deposit shall be ret urned in full to the Purchaser without interest or
deduction . In the event that t he Pu rchaser finds , within the time period set out above ,
an unacceptable cond ition exists on t he subject property and so notifies the Vendor
herein in writing th at the condition of the Property is not satisfactory, th en th e Purchaser
shall , be released from t his agreemen t o'f Purchase and Sale and shall be entitled to a
prompt and fu ll return of the monies paid as deposit without interest or deduction or
pe ~
Buyer's Initials Seller's lnitia4ri
The Vendor acknowledges and accepts that the purchaser has no intention of causing
any testing of the subject lands that would disturb the soils and or the eco-systems
existing within the boundaries of the subject lands prior to the completion of this
transaction as it is their intent in their acquisition of the subject lands to apportion of
the subject lands so as to attach the relative portions of the subject lands to the
proposed adjacent lots currently outlined on the proposed residential development
planned for "The Bridges Golf Course" and the Purchaser intends to enter into an
agreement with the Appropriate Governing Bodies, (I.e. Town of Tillson burg , County of
Oxford , Long Point Conservation Authority etc.) as part of that Development Agreement
for the Proposed Development Lands to protect the lands that are the subject of this
APS by means of a schedule of restrictive covenants to be attached to the Transfer of
Title documents that purchasers of the Proposed Developed lands, as referred to
above , will receive on closing of their transactions so as to prevent the disturbance or
removal of trees and/or underbrush , nor the development of any structures , including
yard sheds, fences , pools , nor the extension/s of residential dwellings so as to extend
those dwellings onto the lands that are the subject of this APS . Based on the forgoing
Acknowledgment the Town of Tillsonburg hereby accepts that there shall be no reason
for any unnecessary delays in the return of the Purchaser's deposit monies should this
Agreement be terminated within the allowed time period. If the Purchaser fails to deliver
written notice to the Vendor within the time specified herein regarding this condition ,
this condition shall be deemed to have been waived by the Purchaser.
10. Other Conditions
(a) This APS and completion of this transaction is subject to the conditions , or restrictions
set out in Schedules ; "A ", "B'', "C", "D"
11. Investigation by the Purchaser
(a) The Purchaser acknowledges having inspected the Property prior to executing the APS
and understands that upon Acceptance by the Vendor, and subject to any conditions
herein , there shall be a binding agreement of purchase and sale between the Purchaser
and the Vendor. It is further agreed that based on the afore mentioned statement of
intent with regards to the purchaser's intended use and subdivision of the subject lands
that there shall be no reason or need for any authority to require the purchaser to
conduct any soil bearing capacity tests or environmental inspections either as part of
this transaction nor as part of any future development of the adjacent lands currently
part of "The Bridges Golf Course". The Vendor shall grant the Purchaser access for
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, on
the adjacent lands the Purchaser shall provide to the Town of Tillsonburg a plan
showing the location of the building (s), the front elevation of the building(s), the exterior
building materials , the restrict ive Covenants Schedule to be attached to the adjacent
lands upon approval of their development which shall include the prohibition of outside
st orage areas. Th e provisions of this paragraph shall survive closing.
14. Reasonable Assistance
(a) The Vendor agrees t o provide reasonable assistance and co-operation to the
Purchaser in obtain ing the necessary approvals for the development of the Property
subject to the Purchaser's compl iance with all re levant building codes, by-laws , land
use controls , any othe r statutory re q uirements and payment of the fees provid ed for in
the Town of Ti!lsonburg 's current fe es by-law provided that such development of the
subj e ct lands are in strict accordan ce with the aforementioned statement with regard s
to the purchaser's intent of use for the subject lands.
Buye r's lnit1
Proposed Resale
a) The Purchaser covenants that it is purchasing the Property for the purpose of
consolidating the subject lands referred to herein with the adjoining property and
sequentially sub-dividing the subject lands in accordance with the statement of
intent as set out elsewhere in this agreement, and as such does intend to re-sell
the subject lands as apportioned to the proposed adjacent residential lots
together with the proposed restrictive covenants previously outlined elsewhere
in this agreement. If, after the transfer of the property, the purchaser does not
proceed with their development plans for the adjacent property (The Bridges Golf
Course) and these lands, the purchaser, will, at the option of the Town of
Tillsonburg, by notice in writing to the Owner, re-convey good title of the
property to the Town of Tillsonburg, free and clear of all encumbrances,
inconsideration for payment by the Town of Tillsonburg to the purchaser of 100%
of the purchase price paid by the purchaser to the Town of Tillsonburg for the
conveyance of the property in the first instance. The re-conveyance shall be
completed within (60) days of the notice set out in this clause. The Town of
Tillsonburg shall not be required to pay for any improvements, if any, that may
have been made, constructed, installed or performed by the Owner of the
Property.
(b) Further, the purchaser (Owner) covenants that it will not sell the Property or any part
thereof Prior to development to any person, firm or corporation without first offering, in
writing , to sell the Property to the Town of Tillsonburg for consideration equal to or less
than the consideration paid by the Owner to the Town of Tillsonburg in the original
conveyance of the Property, provided however that the Owner may sell or transfer the
Property to a subsidiary or affiliate corporation as defined in the Business Corporations
Act, R.S.O. 1990, c.B. 16 property as amended , provided such subsidiary assumes
and confirms its acceptance of the within covenants and restrictions and expressly
undertakes in writing to comply with them in such form as the Town of Tillsonburg may
require . The Town of Tillsonburg shall have (60) days from the receipt of an offer made
by the Owner under this subclause, to accept such an offer which acceptance shall by
in writing . If the Town of Tillson burg does not accept an offer to sell made by the Owner
under the provisions of this subclause, the Town of Tillsonburg's right to repurchase
the Property so offered shall terminate. However, the remaining provisions of this
clause 1 as well as other provisions herein shall continue in full force and effect. The
limitation contained in this subclause, will expire upon the Owner proceeding with their
development of the adjacent property.
SECTION IV -PRIOR TO COMPLETION DATE
15. Purchaser May Inspect the Property
(a) The Purchaser, its agents and contractors shall be permitted to inspect the Property
and any bui ldings as frequently as is reasonably necessary between the date of
Acceptance and the Completion Date at reasonable times and upon reasonable notice
to the Vendor.
16. Insurance
(a) Pending closing, the Vendor shall hoid all insurance policies and the proceeds thereof
in trust for the parties as their 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 purchase or to cancel the APS and have all the deposit monies paid to
the Vendor ret urned together with all interest earned thereon without deduction.
SECTION V -COMPLETING THE TRANSACTION
17. Deed/Transfer
(a) The Deed or Transfer of the Property will be prepared by the Vendor at the expense of
the Purchaser in a form acceptable to the solicitors for the Purchaser and the Purchaser
will pay all Land Transfer Tax, Harmonized Sales Tax and other costs in connection
with the registration of it.
18. Electronic Registration
Buyer's lni
The parties agree that the transaction shall be completed by electroni c regiStration
pu to Part Ill of the Land Registration Reform Act, R.S .O. 1990.( c.L.4 as
n . . e parties acknowledge and agree that the delivery an~d r;e lease of
:_-::_~:._ Seller's lnitia
I
(a)
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.
19. 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.
20. 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 Ti!lsonburg and the Fi re 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.
21. 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 "D".
(b) The Purchaser is allowed un t il July 24th, 2021 to examine the title to the Property. If
on or before this date t he Purchaser furnishes the Vendor in writing w ith 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 the Purchaser shall not be liable for any costs , damages ,
compensation or expenses .
22. Vendor to Discharge all Encumbrances
(a) The Vendor agrees to obtain and register at its own expense, on or before the
Completion Date , a discharge of all liens , encumbrances , agreements and mortgages
now registered against the Property and not assumed by the Purchaser. The Ve ndo r
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 t he
Vendor against its personal Property.
23. Adjustments
(a) The Vendor ag rees that all de posi t s, if a ny , held by the Vendor not including interest
th ereon shall be credited to the Purchaser in the Statement of Adjustments prepared
for the Completion Date.
(b) Any rents, mortgage, interest , ta xes , local improvements, water and assessment rates
shall be apportioned and all owed to the Completion Date, the day itself to be
apportioned to the Purchaser.
24. Deliveries by the Vendor To The Purchaser on Closing
(a) The Vendor covenants and agrees to deliver to the Purchaser on the Complet ion Date,
all su c h deliveries to be a condit ion of the Purchaser's obligation to c lose this
transaction , the following :
(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 Ta x 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.
25. Harmonized Sales Tax
(i) The parties hereto acknowledge and agree that the transaction contemplated
herein is subject to the Harm onized Sales Tax (HST) under the Ex cise Ta x Act,
RS. 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 w ith the transfer of the Property to the Purchaser, or as it may
direct, unless the Purchaser or its nominee, or its assignee , provides: [Note:
The Purchaser herein is an HST registrant and as such would prefer to
make the HST payment as part of their monthly remittance to CRA.]
(ii) a certificate on or before the Completion Date containing a representation and
warranty to the Vendor that:
(1 )
(2)
(3)
(4)
(5)
it is registered for the purpose of the HST on the Completion Date and
specifying the HST regist ration number;
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 w ith the
purchase of the Property;
the Property transferred pursuant to this APS is being purchased by the
Purchaser, as agent, trustee or otherwise on behalf of or for another
person , and does not constitute a supply of residential complex made to
an individual for the purpose of paragraph 221 (2)(b) of the Act;
an indemnity, indemnifying and saving harmless the Vendor from any
HST payable on th is transaction and penalty and interest relating to
HST; and
a notarial true copy of its HST registration confirmation .
SECTION VI -MISCELLANEOUS
26. Entire Agreement
(a) There is no representation , warranty , collateral agreement or condition affecting this
Agreement or the Property other than expressed herein.
27. Tender
(a) Any tender of documents or moneys hereunder may be made upon the solicitor acting
for the party upon whom tender is desired, and it shall be sufficient that a negotiable ,
certified cheque or bank draft may be tendered instead of cash.
28. Time of Essence
(a) Time shall be of the essence in this Agreement.
29. 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.
30. 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 maii, 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 485
Fax: (519) 886-8651
with a copy delivered to:
The Corporation of the Town of Tillson burg
ATTENTION : Development Commissioner
204-200 Broadway
Tillsonburg, ON N4G 5A7
Fax: 519-842-9431
Solicitors for the Purchaser:
[To Be provided· but as an FYI we are purchasing this land and transfer will be to
the Numbered company, 2407774 Ontario Limited that currently owns the
adjacent Bridges Golf Course, we have already been appointed as agents for the
owners for these purposes as per our preliminary application for Development.]
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 out.
31 . Successors and Assigns
The Purchaser shall be permitted t o assign all of its right , title and interest in and to this APS
with the Vendor's written approvalJ. wh ich shall not be unreasonably withheld.:. including
assignment to another corpo ration with the same shareholders as the adjoining lands. 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 complete the transaction contemplated 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 successors and assigns.
Buyer's I~ Seller's lniti~
32. Schedules
(a) The following Schedules shall form an integral part of this Agreement:
(i) Schedule "A " Description of the Property;
(ii) Schedule "B" Conditions;
(iii) Schedule "C " Restrictive Covenants
33. Acceptance by Fax or Email
(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 .
34. Counterparts
(a) This Agreement may be signed in any number of counterparts , each of which is
considered to be an original, and all of which are considered to be the same documents.
35. Severability
(a) If any provision of this Agreement, or the application thereof to any circumstances, shall
be held to be invalid or unenforceable, then the remain ing provisions of this Agreement,
or the appiication thereof to other circumstances, shall not be affected , and shall be
valid and enforceable.
IN WITNESS WHEREOF the Purchaser has executed this Agreement:
Dated at Tillsonburg . ON. , Ontario this
Name: Dominic A. Bradley
Title : General Manager
Name:
Title:
INVe have authority to bind the Corporation.
The Vendor hereby accepts this Agreement according to its terms.
, 2021.
Dated at Tillsonburg , Ontario this ~day of ____ J=-·~-------+--------· 2021.
IN WITNESS WHEREOF the Vendor has executed this Agreement:
Buyer's Initials __ _
Stephen Molnar
Mayor
t!J.!\a;f\f\f\r?>
Michelle Smibert
Clerk
(We have authority to bind The Corporation of the Town of
Tillsonburg)
SCHEDULE "A" -LEGAL DESCRIPTION OF THE PROPERTY
ALL AND S INGULAR 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:
Part Lot 1594, Plan 500, Parts 1 - 4, Plan 41 R8799. T /W 87982 Except 35670 Together with an
easement as in 335414 Together with an easement as in 335413 Town of Tillsonburg, County
of Oxford,
SCHEDULE "B" -PURCHASER CONDITIONS
1. The transaction of purchase and sale contemplated herein sha ll be subj ect to the fulfillment of
the following terms and cond itions on or before June 24th, 2021 which terms and conditions
are for the exclusive benefit of the Purchaser and may be waived in whole or in part by the
Purchaser. If the conditions are not fulfilled or waived then the deposit shall be returned and
Agreement arising from the offer sha ll be at an end and all parties released from their
obligations:
(a ) This Agreement of Purchase and Sale is conditional until the date set out elsewhere in
this agreement upon the Vendor agreeing and acknowledging that the Purchaser is
pu rchasing the subject lands as an agent for 240777 4 Ontario Limited to co join with
the abutting lands of "The Bridges Golf Club" and having the intention of sub-d ivid ing
the subject lands , together with t he abutting lands (thereby making the proposed lots
deeper than otherwise possible) in accordance with the application for a plan of
subdivision currently having been put forward to the Municipal ity for consideration as a
proposed plan of residential sub-division , failing which this agreement of Purchase and
Sale shall become nu ll and void and the Purchaser's deposit shall be returned in full
without interest nor deduction . This cond ition is included for the sole benefit of the
Purchaser and may be waived by them at any time with in the allowed time period .
Buyer's Initials W Seller's lni ~
SC HEDULE "C "
PROTECTIVE RESTRIC TIONS O N RESIDENTIAL LA NDS
DEFINITIONS
meanings:
BUILDING RESTRICTIONS
DRAINAGE SWALES,
GRADING & ACCESS
MUNICIPAL AGREEMENT
VENDOR'S APPROVAL
OF AL TERA TIONS
USE OF BUILDING
OUTSIDE PARKING
ANIMALS
ERECTION OF OTHER
STRUCTURES
SIGNS & WASTE
TREES
RESTRICTION
OF ENTRY ONTO
PROTECTED LANDS
Buyer's lnltials~
1. In these restrictions the following words and expressions shall have the following
a) "Vendor'' means the vendor, seller, grantor, transferor or lessor named in the
annexed document, and i ncludes the successors and assigns of the Vendor.
b) "Purchaser" herein means the purchaser, buyer, grantee, transferee or lessee
named in the annexed document, and includes the heirs, executors,
administrators, successors and assigns of the Purchaser.
c) "Building" shall mean a single-family residential dwelling.
d) "Lot" shall mean the land on which a building has been or will be constructed as
conveyed to the individual purchasers.
2. All building, site, plot, house design, grading and drainage plans for the lands or any
part thereof s hall be approved by the Vendor i n writing prior to commencement of
excavation and prior to building permit application.
3. Drainage swales will be constructed and maintained as designed by the Vendor's
engineers to provide surface water run-off in accordance with the said drainage plan and
each Lot shall be graded so that the surface of same slopes from the house to the lot
lines. There shall be designated on the plans referred to in paragraph 2 the grade levels
and the direction of drainage for each Lot to provide for surface water run-off in
accordance with the said drainage plan. The Purchaser hereby agrees to provide to the
Vendor o r its agents the necessary free access required for the purpose of constructing,
installing, i nspecting, maintaining, repairing and renewing the said drainage swales,
grade levels and all problems created by drainage.
4. The Purchaser hereby agrees to comply with the terms of any municipal agreements
including, without limitation, subdivision agreements (as are applicable to Purchaser).
5. The Purchaser shall not commence any additions or alterations, including without
limitation save and e xcept landscaping, without obtaining the Vendor's prior approval in
writing to the plans, including drainage plan, plot plan, location and exterior colour
scheme of any s uch additions or alterations, and that such additions and alterations are
to be made in strict conformity with such plans, location and e xterior colour scheme.
6. The Building to be erected on the said lands shall be used and occupied for no other
purpose than as a p rivate residence and shall not be used for the purpose of profession,
trade, employment or business of any description, nor as a school, hospital or other
charitable i nstitution, nor as a hotel, apartment house, duplex, rooming house or place of
public resort, nor for any sport or game other than such games as are customarily played
in connection with the occupation of a private residence as herein provided, nor shall
anything be done on the land or in any Building thereon which may be an annoyance or
nuisance to the occupiers of neighbouring lands.
7. No vehicle or vehicles and no boats of any kind shall be parked or stored on the said
land other than automobiles used in connection with private residences.
8. No animals, fish or fowl of any kind may be kept or maintained on the said land, other
than household pets normally permitted i n private homes in urban residential areas. No
more than two cats or two dogs shall be kept on the said lands, provi ded they do not
constitute an annoyance or nuisance to the occupants of neighbouring lands as may be
determined by the Vendor, and that there shall be no commercial breeding of such
animals, fis h or fowl.
9. No structures, decks, storage sheds, fences (except for a fence as may be required by
the Municipality to be located on the boundary of the Lot and built at the cost of the
Vendor), ante nnae or T.V. satellite dishes, other than the building t o be erected thereon
as provided herein, shall be erected on the lands unless the location, design and material
have been approved in writing by the Vendor and the chief building inspector for the Town
of Tillsonburg.
10. No signs (othe r t han standard realtor's signs), billboards, notices or advertising
matter of any kind shall be placed upon the lands, except w ith the prior consent of the
Vendor , and p rovided that the same are not in violati on of the municipal s ig n by-law o r
any other appli cable authority. No building, waste, debris or garbage or other material of
any kind shall be dumped or stored on the lands.
11 . No living trees or landscaping required by the municipal agreement shall be cut down
or removed witho ut the consent in writing of the Vendor and I or the Muni cipality of
Tillsonburg, except thos e standing within an area to be excavated for erection of the
buildings.
12. Purchasers of Homes backing onto the ravines throughout the development are
advis ed that all livin g things in, on, or about thes e ravines are protected including
but not limite d t o fallen leaves, trees, falling tree limbs, underbrush, ground coverings, or
seeds, birds, and all othe r manner of living animals, i nsects, birds etc., on them is
governed by the Long Point Conservation Authority. Walking, climbing, or otherwise
enteri ng into or onto the ravines is strictly prohibited due to the need to pro ect the
sensitive eco-systems and to ensure the long-term stability of the banks. Re ·cte'l'i ts are
VARIATION OF
RESTRICTIONS
REZONING
DURATION
COVENANTS TO RUN
WITH THE LANDS
SUCCESSORS
SEVERABILITY
reminded that the dumping of anything whatsoever into the ravines is strictly prohibited
and punishable under the law.
12. The Vendor may agree to vary, alter, amend, or remove any of the foregoing conditions
in respect of these or any other lands on the said Plan of Subdivision without notice to or
consent of the Purchaser or the owner of any other land to which the foregoing conditions
may apply so long as such variation, alteration, amendment or removal is not, in the
opinion of the Vendor, a substantial deviation from the general nature of the foregoing
conditions.
13. The Purchaser hereby acknowledges receipt of notice from the Vendor that the
Vendor may apply for rezoning, official plan amendment or land divisions respecting
other lands included in the Plan of Subdivision or adjacent to the Plan of Subdivision. The
Purchaser agrees to consent to any and all such applications and agrees that this
paragraph may be pleaded as a bar to any objection by the Purchaser to such
applications. The Purchaser covenants to include the provisions of this paragraph in any
conveyance, mortgage or disposition of all or any of the Lot.
14. These restrictions shall run with the lands and be in force for a period of ninety-nine
(99) years from the registration of the Plan of Subdivision.
15. To the extent that the burden of this covenant may run with the lands in respect of
which they respectively covenant (until the expiry of ninety nine (99) years following
registration of the Plan of Subdivi sion) the Vendor as to the building lots fonning part of
the blocks on the registered plan remaining vested in it and the Purchaser as to the lands
described in the within conveyance DO HEREBY MUTUALLY COVENANT AND AGREE
each with the other and the Purchaser also HEREBY COVENANTS AND AGREES with the
owner or owners for the time being of any lands to which is attached the benefit of
stipulations, restrictions, and provisions of these restrictions and with their respective
heirs, executors, administrators, successors and assigns to observe and comply with the
stipulations, restrictions and provisions set forth in these restrictions and that nothing
shall ever be erected, placed or done upon the lands as to which they respectively
covenant, in breach or violation or contrary to the fair intent and meaning of the said
stipulations, restrictions and provisions and to exact covenants the same as those
contained herein from the Purchaser in any conveyance which the Vendor and the
Purchaser may make of the said building lots or the lands respectively or any part thereof.
These covenants shall not be held binding upon the Vendor or the Purchaser, or any other
person, except in respect of breaches committed or conducted during their, his or her
joint sole seisin of title to the lands upon or in respect of which such breaches shall have
been committed.
16. The Purchaser for itself, its heirs, administrators, executors, successors and assigns
covenants and agrees that in the event that it shall transfer or dispose of the whole or any
part of the Lot, it shall exact from any purchaser or assignee a covenant to comply with
all the covenants herein contained including this requirement to exact this same covenant
from any subsequent purchaser or assignee.
22. If for any rea son whatsoever any tenn, covenant or condition of this Agreement, or
the application thereof to any party or circumstance, is to any extent held or rendered
invalid, unenforceable or illegal, then such tenn, covenant or condition:
a) is d eemed to be independent of the remainder of the Agreement and to be severable
and divisible therefrom and its invalidity, unenforceability or illegality does not affect,
impair or invalidate the remainder of the Agreement or any part thereof; and
continues to be applicable and enforceable to the fullest extent pennitted by law
against any part and circumstances other than those as to which it has been held or
rendered invalid, unenforceable or illegal. The covenants in respect to the foregoing
protective r estrictio ns shall extend to and be binding upon, and may be taken by, the
respective heirs, executors, administrators, successors and assigns of the parties
hereto.
PROVIDED that in construing these presents the words "Vendor and "Purchaser" and the
pronouns "he", "his", or "him" relating thereto and used therewith shall be read and
construed as "Vendor" or "Vendors", "Purchaser" or "Purchasers", and "he", "she", "it ",
or "they", "his", "her", or "their", or 'him", "her", "it", or "them", respectively, as the
number and gender of the party or parties referred to in each case require, and the number
of the verb agreeing therewith shall be construed as agreeing with the said word or
pronoun so substituted.
Buyer's Initials~ Seller's lniti ~