2021-014 Schedule AP age I
AGREEMENT OF PURCHASE AND SALE (the "Agreement" or "APS")
BETWEEN:
THE CORPORATION OF THE TOWN OF TILLSONBURG
(the "Vendor")
-and-
EAST ELGIN CONCRETE FORMING LIMITED
(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 calculated at 1.86 per square foot. The estimated area
of the Property is 8,348 square feet and the estimated total Purchase Price is Fifteen
Thousand, Five Hundred and Twenty-Seven Dollars ($15,527 .28), The final total
Purchase Price shall be determined by the actual lot area of the Property co nfirm ed by on
Ontario Land Surveyor. The final total Purchase Price shall be adjusted based on the
determined actual lot area .
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, o r if this Agreement is not completed
thro ugh no fault of th e Purchaser, the deposit shall be returned to the Purchaser; and
(b) the balance of the Purchase Price , subject to adjustments , sha ll be pai9.o o the
Vendor on the Completion Date , by certified cheque or bank draft . /
Buy e r's Initi als ·r(/~ .
•
SECTION II -PURCHASE OF PROPERTY
4. Irrevocable Date
(a) This APS shall be irrevocable and open for acceptance by the Vendor until 6:00 p.m.
on the 15th day of January, 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 without deduction .
(b) 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 Town of
Tillsonburg. The Chief Administrative Officer of the Town of Tillsonburg, or his or her
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 Municip al Ac t, 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. Co mpletion Date
(a) The closing of this transaction shall take place thirty (30) days from the date of
Acceptance , or such other date as mutually agre ed upon (the "Completion Date") at
which time possession of the Property in "as is, where is" condition shall be given to
the Purc haser other than as provided in this APS . The Vendor acknowledges that it
has the right and authority to sell the Property.
8 . Do cuments, Reports and Information
(a) The Vendor will produce and deliver to the Purchaser within fifteen (15) days of
Acceptance of the APS any documents, reports or information in its possession in
respect to the Property. The Purchaser agre es to return all of the above
do cumentation to the Vendor if this transaction is not completed.
Buy er 's Initial s ·7 (/ ~
SECTION 111 -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 fifteen (15) 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 Purchaser, at the Purchaser's sole expense . 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 set out in
Schedules "A", "B " and "C ".
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 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
Buyer's Initi als "fcJA
(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 . Development Covenants and Restrictions
(a) The Property shall be subject to the development covenants to relocate and extend
the existing fence and also to reboard the fence with a type more suitable for noise
attenuation. Further, the Purchaser agrees to try and preserve one row of existing
trees by placing the fence at a line approximately 22 to 25 feet from the existing 33
Cedar Street property line . The Purchaser further agrees to allow the adjacent
property owners at 27 Cedar Street to extend their fence from the house to the future
33 Cedar Street fence to enable them to secure their property and pool area as
required by bylaw. , These covenants 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 . Purchaser May 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 necessary between the date of
Acceptance and the Completion Date at reasonable times and upon reasonable
notice to the Vendor.
18. Insurance
(a) Pending closing , the Vendor shall hold all insurance policies and the proceeds thereof
in trust for the parties as their interest may appear and in the ev ent of damage to the
Property. The Purcha ser may elect to either receive the proceeds of the insura _ ce
and complete the purchase or to cancel the APS and have all the deposit m nies
paid to the Vendor returned together with all interest earned thereon w. thout
deduction.
Buye r's Initi als ·rv ~
SECTION V -COMPLETING THE TRANSACTION
19 . 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.
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 encumbran ces
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.
(b) The Purchaser is allowed fifteen (15) 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 hall ,
notwithstanding any intermediate acts or negotiations , be terminated and the posit
shall be returned to the Purchaser without deduction and the Vendor the
Purchaser shall not be liable for any costs , damages, compensation or expen
Buyer's Initials ·[i! ,\ Seller's Initials_..,..._,,,_
24. 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
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 Statement of Adjustments prepared
for the Completion Date.
(b) Any rents, mortgage, interest, taxes, local improvements, water and assessment
rates shall be apportioned and allowed to the Completion Date, the day itself to be
apportioned to the Purchaser.
26. Deliveries by the Vendor To The Purchaser on Closing
(a) The Vendor covenants and agrees to deliver to the Purchaser on the Completion
Date, all such deliveries to be a condition of the Purchaser's obligation to close 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 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, RS <p.,
1985, c. E-15 (the "Act") and that the Purchase Price does not include HST. he
Vendor shall provide the Purchaser with its HST Business Number. The Pure
~J! pay to the Vendor any HST imposed under the Act payable in connectio
Buye r's Initi a l s~ Seller's Initials __ ,._
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)
(2)
(3)
(4)
(5)
Buyer's Initials ·r(/.)
it is registered for the purpose of the HST on the Completion Date and
specifying the HST registration 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 with the
purchase of the Property;
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;
an indemnity, indemnifying and saving harmless the Vendor from any
HST payable on this transaction and penalty and interest relating to
HST; and
a notarial true copy of its HST registration confirmation .
SECTION VI -MISCELLANEOUS
28. Entire Agreement
(a) There is no representation, warranty, collateral 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 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.
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: 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, Box 280
Tillsonburg , ON N4G 4H5
Fax: (519) 842-3394
B uy er's Initials Tu~
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.
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 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.
34. 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" Development Covenants.
35 . 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.
36. 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 .
37. 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 this
Agreement , or the application thereof to other circumstances, shall not be affected ,
and shall be valid and enforceable.
Buyer's Initi als ·f(J l
IN WITNESS WHEREOF the Purchaser has executed this Agreement:
Dated at ,(,/!.so~ k.3 , Ontario this / °t day of ::::;;.,.~,.-(" , 20 4 -rJ---
**
p ~
~-~-;;2;;:>
:e:TY$on Van Leeuwen
Title: President
Name:
Title:
I/We have authority to bind the Corporation.
The Vendor hereby accepts this Agreement according to its terms.
Dated at Tillsonburg, Ontario this J.~ day of ,JO.!MQ, 1 , 202l .
IN WITNESS WHEREOF the Vendor has executed this Agreement:
Buye r's Initia ls ·ru J\
We have authority to bind The Corporation
of the Town of Tillsonburg.
SCHEDULE "A" -LEGAL DESCRIPTION OF THE PROPERTY
A LL AND SINGULAR that certain parcel or tract of land and premises situated, lyi ng and being in
the Town of Tillsonburg in the County of Oxford , being compromised of part of Lot 22 , Plan 966 , and
described as Parts 2 and 3 on the draft plan to be deposited:
-·-.... tT•• •• ,,.,.
f •I I 1C • • tf I
f I ltl. rr I,.
••• -4,I: •t.f ...... ( I:
I <
•(1'1 I "-''flt•l r. I c•·;n ·u~
· I I
I I .... ,, -.. " . ,
-T•UIO • ••I M \.•
f-ll
,/-
Buyer's lnitials ·fV ~
f·IT
1.
\
1
(
\
"'" -
"'
f ..fl I t.f -• ."
..!.. I i. .. -
-t
-",7
•• t I 1. 1 I .,... I · 1• I
·••1 -
I .,,.I I '!" I ~
I ,, 'I I -~ ..
...... f ·, [1 f
r .i.Pf F L('l1 n
ti [.b rn•£ .. • r·u·. ~~l n . ,.., . r 11u.·1~uJtut1t.
n:11't l( ,f' O f YI'
-<J
LlfT"'I ·.:: ~ •• I··~ .. ·._ .. , ~.··:
!Iv H TE .. {11 U
• "·ET'J~··.. &nn •lt ' .........
-·~" .. e· ...... :~· '!•.··~·.L9!,. ...
-~--
'i:'#lEi
• t -'rC'f.4'1_.'i::1 ·J .. ' '?.•ri-1u,.
•I ,, •1 Jf 91 \• l I too t ; . ,., ,..,,,, n,tt, .. ,
· ~,.,. 1t ,~r t•.r.•, , .Ju·;
L(r (-..r-1
,i ii 1\.;~ I :r•
•, I A '"I . I A I II t : I A 'L', u •
fff "'n11t?1-1 t
I • c: 1 '-• • 'IJl:C• r rr
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 , 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) **
Buyer's Initials Tc/i
SCHEDULE "C"
DEVELOPMENT COVENANTS
1. The Purchaser acknowledges and agrees that the parcel being purchased will be required to
be merged with the adjacent property upon completion of the transaction.
2. Assignment of Covenants
(a) The Owner acknowledges and agrees that the covenants and restrictions herein shall
run •.vith the title to the Property. The Owner, for itself, its successors, heirs, and
assigns in title from time to time of all or any part or parts of the Property will observe
and comply with the stipulations, restrictions, and provisions herein set forth (the
"Restrictions"), and covenants that nothing shall be erected, fixed, placed or done
upon the Property or any part thereof in breach or in violation or contrary to the
Restrictions or the provisions of the agreement of purchase and sale between the
Owner and the Town of Tillsonburg and that the O•.vner will require every subsequent
purchaser or every successor in title to assume and acknowledge the binding effect
of this document, as •.veil as, covenant to observe and comply with the Restrictions
and other covenants herein, and the surviving provisions of this Agreement of
Purchase and Sale.
3. Force Majeure
(a) If the Owner shall be unable to fulfill, or shall be delayed or restricted in fulfilling any
of the obligations set out herein due to any act or neglect of the Town of Tillsonburg
or any of its employees, or due to strikes, walkouts, lockouts, fire, unusual delay by
common carriers, or by any other cause beyond the O·Nner's reasonable control, then
the time for fulfilling any such obligations shall be extended for such reasonable time
as may be required by the Owner to fulfill such obligation.
4. Right to Waive
(a) Nohvithstanding anything herein contained, the Town of Tillsonburg and its
successors shall have the power by instrument or instruments in writing from time to
time to waive , alter or modify the herein covenants and restrictions with respect to
their application to any part of the Property ·.vithout notice to or approval from the
Owner or notice to or approval from the ovmers of any other adjacent or nearby
lafHi&.-
Buyer's Initials TV t(_