2020-122 Schedule A11 ~1ge I
AGREEMENT OF PURCHASE AND SALE (the "Agreement" or "APS")
BETWEEN
THE CORPORATION OF THE TOWN OF TILLSONBURG
(the "Vendor")
-and-
CHRISTIAN DEVLIN
(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 one hundred eighty thousand dollars ($180,000).
3. The Purchase Price shall be paid as follows:
(a) Ten Thousand Dollars ($10,000.00) 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 15th day of December, 2020 ("A cceptan ce "), and wh e n 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 s hall 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 e xecute 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 .
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(c) The parties agree and acknowl edge that negotiation of this APS is not a valid and
binding agreement until accepted by th e Council of The Corporation of the Town of
Tillsonburg. The C hief Administrative Officer of the T own of Tillsonburg , a~
Buyer's Initia ls ~ Se ll er's lniti ~
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 four (4) days from the date of the
expiration of any appeal period, 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 within four (4) days of
Acceptance of the APS 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 within thirty (30) days of Acceptance of the APS
regarding the condition of the Property including , but not limited to, all existing
physical conditions of this Property, environmental conditions , fitness for any
purpose, suitability for construction , 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 claims against the Vendor in
respect 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 the 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 receiving its deposit monies back and
prior to being entitled to a full release from the Vendor with respect to this Agreement,
restore the Property to its original condition as it existed prior to such testing or
inspection by the Purc haser, at the Purchaser's sole expense . If the Purchaser fai ls
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 set out in
Schedule "B".
11 . Investigation by the Purchaser
(a) The Purchaser acknowledges having inspected the Property prior to executi
APS and understands that upon A cceptance by the Vendor, and subject t
conditions he re in , there shall be a binding agreement of purchas e and sal e be
Buyer's Initials* Seller's Initial ~---+--"+-'-'I'"'
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-laws, 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. Restrictive Covenants
(a) The Property shall be subject to the restrictive covenants more particularly set out in
Schedule "D" attached to this APS , which shall survive the completion of this
transaction and run with the Property. The restrictive covenants 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 .
SECTION IV -PRIOR TO COMPLETION DATE
16. Purchaser May Inspect the Property
(a) The Purchase r, its ag e nts and contra ct ors shall be permitted to inspect th e Property
and any buildings 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.
17. Insu rance
(a) Pending closing , the V endor s hall hold all insurance poli c ies and th e 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 insuran ce
and complete the purchase or to cancel the APS and have all the deposit monies
paid to the Vendor returned together with all interest earned thereon without
deduction.
SECTION V -COMPLETING THE TRANSACTION
18. Deed/Transfer
(a) Th e Dee d or Transfer of the Property will be pre pared at the expe nse of the Vend or in
a form acceptable to the so li citors for the Purc ha se r and th e Purchaser will y all
Land Tran sf e r T ax, Harm o nized Sa les Tax and oth e r c osts in conn ecti on w th e
registration of it.
19 . Electroni c Re g istrati on
Buyer's lnitials.3.-
(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.
20. Survey or Reference Plan
(a) The parties acknowledge that a survey may be 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.
21. 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 .
22. 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 thirty (30) days from Acceptance of this APS 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 the
Purchaser shall not be liable for any costs, damages , compensation or expenses.
23 . 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 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
th e Vendor against its personal Property .
24 . 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 Statement of Adjustments prepared
for the Completion Date .
(b) Any rents , mortgage , interest , taxe s, local improvem e nts , water and assessment
rates shall be apportioned and allowed to the Completion Date , the day itself to be
appo rtion ed to the Purchaser.
25. Deliveries by the Vendor To The Purchaser on Closing
(a) The Vendor covenants and agrees to deliver to the Purchaser on the Compl
Date , all such delive ri es to be a co ndition of the Purchaser's obligation to clos
transa ction , the following :
(i) a deed/transfer of th e Prope rty ;
Buyer's Initials~ Seller's lnitial _-4--+-'-~
(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.
26. 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 Ta x 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 representation 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 principal 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
constitute a supply of residential complex made to an individual for the
purpose of paragraph 221 (2)(b) of the Act;
(4) an indemnity , indemnifying and saving harmless the Vendor from any
HST 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
27. Entire Agreement
(a) There is no representation , warranty, co llateral agreement or condition affecting this
Agreement of the Property other than expressed herein .
28. Ten der
(a) Any tender of documents or mon eys he re under may be made upon th e solicitor
ac ting for the pa rty upon whom tender is desired , a nd it shall be sufficient at a
negotiable, ce rtifi ed cheq ue or bank draft may be tendered instead of cash.
29 . Tim e of Esse nce
(a) Time shall be of th e essence of thi s Agreement.
Buyer's Initials-*-Seller's lniti
30. 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.
31. 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 : Patrick J. Kraemer
45 Erb Street West
Waterloo , ON N2J 4B5
Fax: (519) 886-8651
with a copy delivered to:
The Corporation of the Town of Tillsonburg
ATTENTION: Development Commissioner
204-200 Broadway
Tillsonburg , ON N4G 5A7
Fax: (519) 842-9431
Solicitors for the Purchaser:
Jenkins & Gilvesy Law Firm
ATTENTION: Lisa Gilvesy
107 Broadway PO Box 280
Tillsonburg , ON N4G 4H5
Fax: (519)842-3394
If mailed , such notices must also be given by facsimile transmissio n 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.
32. 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 complete the
transaction contemplated by this APS on the Completion Date with such assignee or
nominee. The Purc haser is relea sed 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 .
33. Schedules
(a) The following Schedules shall form an integral part of this Agre ement:
(i) Schedule "A " Description of the Property ;
(ii) Schedule "B" Conditions ;
(iii) Schedule "C" Restrictive Covenants .
34 . Acce ptan ce by Fax or Emai l
(a) The Purchaser and Vendor acknowledge and agree that the communication of t is
Agreement of Purchase and Sale may be transmitted by way of facsimile or elect
mail , and that th ey agree to accept such signatures and do cuments to be legal
binding upon them .
Buyer's Initials~ Seller's lnitia ....... _...._..
35 . Counterparts
(a) This Agreement may be signed in any number of counterparts , each of which is
conside red to be an original , and all of which are considered to be the same
documents.
36 . 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 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 lnitials---9--
IN WITNESS WHEREOF the Purchaser has executed this Agreement:
Dated at --i') I ISOVlbv:-3 , Ontario this ~ day of PeceVV\be\ , 2020 .
**
Per ~D~
Name: C i..~~S-1-\Gt-"' "De-v I~"'
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Title .
.lfY\le have-autb..Qrity to bind the Corporation.
The Vendor hereby accepts this Agreement according to its terms .
Dated at Tillsonburg , Ontario this IL{ day of t'x7£ QN\be,C , 2020.
IN WITNESS WHEREOF the Vendor has executed this Agreement:
Bu ye r's Initial s
/. ;f~YVXWvvO-= \JMic~
Clerk
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 part of Block D, Plan M53
TILLSONBURG and to be described by a new reference plan :
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SCHEDULE "B" -PURCHASER CONDITIONS
1. The transaction of purchase and sale contemplated herein shall be subject to the fulfillment
of the following terms and conditions on or before the gth day of December, 2020 , 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 shall be at an end and all parties
released from their obligations:
(a) None
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The Buyer further agrees that:
SCHEDULE "C"
RESTRICTIVE COVENANTS
1. The final grade and 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 of Tillsonburg , 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 of the 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/o r 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 Tillsonburg Hydro Inc;
12. The Owner will do all landscaping provided for in the approved plans .
13. 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 , e xecutors ,
administrators, successors and assig ns as Owners and occupiers of the said land from time
to time . T he preceding representations and covenants shall survive closing and shall not
me rge with closing.
14. 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 T own with a registered copy of same.
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Buyer's Initials--?-