2021-041 Schedule APage I i
AGREEMENT OF PURCHASE AND SALE (the "Agreement " or "APS")
B ETWEEN:
THE CORPORATION OF THE TOWN OF TILLSONBURG
(th e "Vend or")
-an d-
JOHN PETERS
(t he "Purcha se r")
WHEREAS th e Vendo r is the owner, in fee simpl e, of th e la nds and premises d escri bed in Schedule
"A " (th e "Prop erty");
NOW THEREFORE IN CONSIDERATION o f t he mutual coven a nts a nd pre mi ses in th is Agreem e nt,
th e pa rties ag ree as follow s :
SECTION I · GENERAL
1. Th e Purc ha ser ag rees to p urchase th e Prope rty and the Vendor agrees to sell th e Pro pe rty
according to th e t erm s of thi s Agreem ent.
2. In consid e ra ti on of t he agreem e nt re fe rre d t o in th e p receding paragraph , th e Purch ase r sha ll
pay to t he Vendor a Purchase Pri ce ca lc ulated at 8 .91 per square foot. T he est imated a rea
of th e P roperty is 678 s quare feet a nd the estim ate d t ota l P urchase P ri ce is Five Thousand ,
One Hundred and Fifty Dollars ($6, 160). Th e fin a l t ota l Purchase P ri ce shall b e d eterm ined
by th e actu al lot area of th e Propert y co nfirmed by on On ta ri o La nd S urve yo r. T he fin al t otal
Pu rc hase Pri ce sha ll be adjusted b ased o n th e d eterm ined actu al lot a rea.
3 . Th e Purchase Price sha ll be p aid as fo ll ows:
(a) One Thousand Dolla rs ($1,000.0 0) d eposit i s paya bl e by th e Purc hase r by ce rti fied
cheque upon Accepta nce o f t his Ag re em ent, to be he ld o n a n inte rest free basis by the
So li cit or for th e Ve ndor as a deposit pe nd ing com pl eti o n of thi s t ransacti o n on account
of the Purch ase Pri ce o n co mpl eti on, o r if th is Ag reement is no t comple ted t hrough no
fa ult of th e Pu rch aser, the deposit shall be returne d to th e P urchase r; a nd
(b ) the b al ance of the Purc hase Pri ce, subject to ad ju stme nts, sha ll be pa id to the Ven dor
on th e Com p letio n Date , by ce rtifi ed cheq ue or ban k draft .
SECTION II • PURCHASE OF PROPERTY
4 . Irrevocable Date
(a)
(b)
T hi s A PS s hall be irrevocable and o p en fo r accept ance b y th e Ve ndor un til 6 :00 p.m .
on th e 161h day of April , 2021 ("Accept ance "), a nd when acce pted sh all constit ute a
bind i ng cont ract of pu rch ase and sa le, oth erwise th e APS shall be null and void and all
deposit mo n ies pa id sha ll be retu rned to the Purchase r wi th out ded uction .
Accept ance sh all mea n the date upo n wh ich t he Mayor and C lerk of the Tow n of
Till son burg, o r such oth e r persons as th e Ve nd o r may au t ho rize f rom time t o ti me , sig n
and execute this APS su b sequent t o t he req uire m ent th at th e Council o f T he
Co rp o rati on of th e Town of Till so nbu rg has passed a res oluti o n o r b y-law a uth o ri ~
a nd approvin g th e sa le of th e P ro pe rty to the Purchase r pu rs u ant to t he te rms ft/ifs
APS.
Buyer's l niti ~
(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 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 possess ion 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 29th, 2021 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 th e 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 here in 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 condition s set out i
Schedules "A" and "B".
11 . Investigation by the Purchaser
Buy er's Initi a l~
(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
(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 i n
the Town of Tillsonburg's current fees by-law .
1 a. IJe¥ele13FAeRt C8¥8RaRt6 aRel RestristieRS
(a) Tl'le Pre13eFty sl'lall 13e s1:1l3jeet te tl'le ele¥ele!'!FAeRt ee¥eAaAts aRa restrietieAs FAere
l'laFtie1:1larly set e1:1t iA Sel'lea1:1le "D" attael'lea te tl'lis APS , wl'liel'I sl'lall s1:1F\1iYe tl'le
eeFA!'!letieA ef tl'lis traAsaetieA aRa r1:1R witl:i tl'le Pre13eFly . Tl'le ee¥ele13FAeAt eeveRBAls
aR el restristieRs sl'lall 13e re!iJistereel eA title ey tl'le VeR9er. IR tl'le e¥eRt tl'lat tl'le saie
seveRaRts aAel restristieRs are Aet re!iJistereel eR title te tl:ie Pre13eFly eR er 13efere
slesiR!iJ, tl:ie P1:1rsl'laser se¥eRaRts aRel a!iJrees te seRseAt ta tl:ie re!iJistratieR ef tl'le
eeYeAaRts aAa restrielieAs after elesiR!iJ.
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 sha ll be permitted to inspect the Property
and any buildings as freq uently as is rea sonably nece ssary between the date of
Acceptance and the Completion Date at reasonable times and upon reasonable noti ce
to th e Vendor.
18. Insurance
(a) Pending clos ing , the Vendor shall ho ld all insurance policies and the proceeds thereof
in tru st 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 ca nce l the APS and have all the deposit monies paid to
th e Vendor returned to gether with all interest earned thereon without deduction .
SECTION V -COMPLETING THE TRANSACTION
Buyer's lnitia ¢
19. DeedfTransfer
(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 d e livery and release of
documen ts may, at the disc retion 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
Reg istration 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 registe red 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 lo ca ted th ereon.
23. Examination of Title
(a) Title to th e 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 th e
Vendor and for any easements or rights-of-way regis tered on title and any minor
encroachments shown on the survey or Reference Plan delivered to th e Purchaser.
Any req uired easement shall be in the form set out in Schedule "C".
(b) The Purchaser i s allowed until May 13th, 2021 to examine the title to the Property . If
on or before this date the Purchaser furni she s the Vendor in writing with any valid
objections: to the title ; to any undi sc lo sed outstanding work orders; to undi sc losed non-
co mplian ce with the municipal by-laws or covenants and restri ctions which run with the
land and ca nnot be resolved before the Completion Date ; as to any objection of which
th e Vendor s hall be unable to remedy or correct by th e Completion Date and which th e
Purchaser will not waive, then this APS shall , notwithst anding any interm ediate acts or
negotiat ion s, be terminated and th e deposit shall be returned to the Purchaser without
deduction and the Vendor and the Purchaser sha ll not be liabl e for any cost s, damages,
compe nsati on or expenses.
24. Vendor to Discharge a ll Encumbrances
(a) The Vendor agrees to obtain and reg iste r at its own expe nse, on or before th e
Completion Date , a discharge of all li ens, encumbrances, agreements and mortgag es
now regi stered against the Property and not assumed by the Purcha se r. T he Vendor
further covenants and agrees to discharge , on or before the Completion Date, any and
a ll lie ns, chattel mortgages, ass ignm ents or any other security intere st given by the
Vendor against its personal Property.
25. Adjustments
(a) The Vendor agrees that all deposits, if any , held by th e Vendor not including interest
th ereon shall be credited to th e Purchaser in the Statement of Adjustments prepared
for the Completion Date .
(b) Any rents, mortgage, inte rest , taxes, l oca l improvemen ts , water and assessment rajeO
shall be apportioned and a llowed to th e Completion Date, th e day itse o~
_ ~JJ¢ned to th e Purchaser.
Buy e r's In iti a l ~
26. Deliveries by the Vendor To The Purchaser on Closing
(a) The Vendor covenants and agrees to deliver to th e Purchaser on the Completion Date ,
all such deliveries to be a condition of the Purchaser's obligation to close this
tran saction , the following:
(i) a deed/transfer of the Property ;
(ii) any survey or reference plan of the Property i n the possess ion of the Vendor;
(iii) a Statutory Declaration by an authorized officer of the Vendor stating that
accurateness and truthfulness of all of th e representations and warranties;
(iv) a Statutory Declaration by an authorized officer of the Vendor as to possession
of the Property i n a form acceptable to the soli ci tors for th e 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-residen t perso n" 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 docume nts of
Vendor authorizing the transaction herein ; and
(vii) such further do cumentation and assurances as the Purc haser may reasonabl y
require to complete the transaction contemplated by th e 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) und er the Excise Tax Act, R.S.C., 1985, c.
E-15 (th e "Act ") and that the Purchase Pr ice does not include HST. The Vendor shall
p rovi de the Purch ase r with its HST Bu si ness Number. The Purchaser shall pay t o the
Vendor a ny HST imposed under the Act payable in co nne ct io n with the tran sfer of the
Prop erty t o the Purchaser, or as it may direct, unless the Purchase r o r its nominee, or
its assignee, provid es :
(i) a certi ficate on or before the Comp letion Date co ntaining a represe ntation and
warranty to th e Vendor th at:
(1) it is regis tered for the purpose of the HST o n th e Completion Date and
specifying th e HST reg istration numbe r;
(2) it will self-assess the HST on its GST/HST return or file th e prescri bed
fo rm pursuant t o sub secti on 228(4) of th e Act in co nn ection with th e
purchase of th e Property ;
(3) the Property transferred pursuant to thi s APS is being purchased by the
Purchase r, or its nominee or assignee , as principal for it s own acco unt
and i s not being purchased by the Purchaser as agen t , tru ste e o r
o th erw ise on behalf o f o r for ano th er person, and does not co nstitute a
supply of residential co mplex made to an individual for th e purpose of
paragraph 221 (2)(b) of th e Act;
(4) an indemnity , indemnify in g and saving harml ess the Vendor fr om any
HST payable on this transacti on and pena lty and interest relating to
HST; and
(5) a notarial tru e copy of its HST reg ist ra tion confirmation.
SECTION VI -MISCELLANEOUS
28 . Entire Agreement
Se ll e r's In itials
I
(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 docume nts or moneys hereunder may be made upon the solicitor acting
for th e party upon whom tend er is desired, and it shall be sufficient that a negotiable,
certified cheque or bank draft may be tendered in ste ad of cash.
30. Time of Essence
(a) Time shall be of th e essence of this Agre ement.
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 gi ve n
if delivered by hand or mailed by ordinary mail, postage prepa id , addressed to the
solicitor for the person to whom such notice i s 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) 886-865 1
w ith a copy delivered to :
The Corporat ion of th e T own of Till sonburg
ATTENTION: Deve lo pment Commiss ioner
204-200 Broadway
Till sonburg, ON N4G 5A7
Fax : 519-842-9431
Solicitors for the Purchaser:
DENNIS ORORJAN Barrister & Solicitor
ATTENTION: Denni s Odorjan
37 Harvey Street
Till so nburg , ON N4G 3 J7
Fax : (519) 842-6091
If ma i led , such notices must al so be g ive n by facsimile transmission on the date it was
so mailed. If so g iven , such notices shall be deemed to have been received on the first
bu si ness day following the date it was delivered or marked mailed out.
33. Successo rs and Ass ign s
(a) The Purchaser shall be permitted to assign a ll of its ri ght, title and interest in and to thi s
AP S with th e Vendor's written approva l. which shall not be unreasonably withheld .
inclu ding assig nmen t to an oth er co rp oratio n with the same sharehold ers as the
Purc haser. Subj ect to the restri cti ons in the preceding se ntence , th e Vendor agrees to
engross th e Tra nsfer/D ee d of Land as directed by th e Purchase o n th e comple ti on Date
as the Purchaser may e lect , a nd th e Vendor agrees to complete the transacti on
contemp l ated by thi s APS on the Completion Date with such assignee o r nominee. The
Purchaser i s released from a ll li a bility here under, if it assigns its interest in this APS .
Thi s Agreement shall be binding upon th e partie s hereto and th e i r respective
successors a nd assigns.
34. Schedules
(a) -~?wing Schedules sha ll fo rm an integral part of thi s Agreement:
Buyer 's Initi a l~ Sell er's l n iti al,,.s._,_ _ _,
(i) Schedule "A " Description of the Property ;
(ii) Schedule "B" Conditions ;
35. Acceptance by Fax or Email
(a) The Purchaser and Vendor acknowledge and agree that the commun ication 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 remain i ng provisions of th is Agreement,
or the application 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 \\\\').)(\\,,,"'.:) , Ontario this ~ \ day of ffivre,~ '2020.
Title:
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 :,S I day of fVl g rG h , 2021.
IN WITNESS WHEREOF the Vendor has executed thi s Agreement:
tZfeoMoloa< ~
Clerk
We have authority to bind The Corporation
of the Town of Tillsonburg .
Se ll e r's In itial s
SCHEDULE "A" -LEGAL DESCRIPTION OF THE PROPERTY
ALL A ND S IN G ULAR that certa in parcel or tract of l and and premises situated, lying and being in the
Town o f Tillsonburg in the County of Oxford , being comprom ised of a portion of Block 88, Pl an 4 1 M-
139, and to be described by a new reference plan :
N78" 51"50"'E 15~. ao <.;
148.0Z 5.18
,'IJ TRILLIUM
,f(> DRIVE
N 79•37'5 o•E ~ ,~ ~148.02
27.52 27.50 27.50 27.50 t 35.00 a
3: '3 J z: J • •o o ~ '!? R 'o 0 S? 0 .-,..
.0 9 .-" 10 ·N"; I I N ' 12 lj N • N IO "' N <O Nlot
!. ... "' BLOC • '!."' !. ..i {t> = z z z z ,..
HT&•37'5(f[ ~ 110.02 0 IO 0 87
~ Z7.!IO 27.50 ~ n5o 86 "l'I' "l N' IO L: 17.0Z 23.Z!I ,~ 25.25 ,~ 23.25 2a.25f J p..<D ,.. ,lb '2 p.. -
• 5.24 .'3 • ~ , 'Q ·u -... ·~ 0 '!? 0 5! 0 -~ 0 N
N ~ N Cl! . co • II) N~ !. '° 17 16 "' . 15 N • ... N IO N IO N l() 14 N Ill 13 i !, .... . .., !. ... !. ..
i 0: i z r--.
3.00
22.29 23.25 23.25 U.25 23.2!! 35.00
in., •11; --+-d o. N711°37°~0"F .0. .0. .~ 1'\l.M -z:
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)
Buye r's lnitialK Se ll e r's Initia ls