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2021-052 Schedule AAGREEMENT OF PURCHASE AND SALE (the "Agreement" or "APS") BETWEEN: THE CORPORATION OF THE TOWN OF TILLSONBURG (the "Vendor") -and- Roy Anthony Jones, Teresa Violet Jones Tejaun Jones, Jeffrey Jaques (the "Purchaser") Page I __ i 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 t o the Vendo~ a i:uI_c~ase Price of i $9000 .00 . ) Dollars . The estimated area of the Property is Total 56.43m . -• Nine Thousand Dollars 3. The Purchase Price shall be paid' as follows·: (a) [Required deposit is 10% of the offered amount or $5,000.00, whichever is greater. If transaction is less than $5,000, deposit is 50% of amount] Dollars ($.00) d epos it is payable by the Purchaser by c ertified c h eque upon A cceptance of this Agreem e nt, t o b e h eld ori. an inte r est fr ee b asis b y the Solic itor for the Vendor as a d e pos it pending comple tio n of this tran sactio n o n account of the Purchase Price on comple tio n, o r if this A gr eeme nt is n o t completed through no fa ult of the Purc h as er, the d e posit sh all be r e turned to the Purch aser ; a n d (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) This APS shall be irrevocable and open for acceptance by the Vendor until 6:00 p.m. on the 14th day of May, 2021 ("Acceptance"), and when accepted shall constitute a binding contract of purchase and sa le, otherwise the APS sha ll be null and void and all deposit monies paid sha ll 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 oth e r persons as the Vendor may authorize from time to time, sign and execute this APS subsequent t o the requirement that t he Council of The Corporation of the Town of Tillsonburg has passed a resolution or by-law authorizing and approving the sa le of the Property to the Purchaser pursuant to the terms of this APS. Buyer's Initi a l¥ (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 Tillson burg. 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 7. 8. (a) The Vendor agrees to deed or transfer the Property to the Purchaser subject to the terms of this Agreement. Completion Date (a) The closing of this transaction shall take place on June 15, 2021 , or such other date as mutually agreed upon (the "C ompletion 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. Documents , Reports and Information ) ~~~ (a) The Vendor will produce and deliver to the Purchaser by June 3;12021 any documents , reports or information in its possession in respect to the Property. The Purchaser agrees to return all of the above documentation to the Vendor if this transaction is not completed . SECTION Ill -CONDITIONS, REPRESENTATIONS AND WARRANTIES 9. "As Is " Condition (a) The Purchaser acknowledges that it is acquiring the Property in an "as is " condition and that it must satisfy itself by May 14, 2021 regarding the condition of the Property includ ing , 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 Purcha se r acknowledges that the Vendor shall not be responsible for any physical deficiencies of the Property or for any past, present or future environmental lia bilities 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 th e 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 return ed 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 in spectio n by th e Purcha ser, at the Purchaser's sole expense. If the Purchaser fails to deliver written notice to the Vendor within the time specifi ed herein regarding this co ndition , thi s cond iti on sha ll be deemed to have been waived by the Purchaser. 10. Other Conditions (a) This APS and completion of this trans action is subject to the co nditions set out in Sched ule s "A" and "B". 11 . Investigation by the Purchaser Buyer's Initial s~) (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 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 and restrictions 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 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 necess ary between th e date of Acceptance and the Completion Date at reasonable times and upon reaso nable notice to the Vendor. 18 . In sura nce (a) Pending closing , the Vendor shall hold all insurance policies and the proceeds thereof in trust for the parties as the ir interest may appear and in the event of damage to the Property. Th e Purchaser may elect to either receive the proceeds of the insurance and co mplete the purchase or to cancel th e APS and have all the de posit mon ies paid to th e Vendor returned together with all interest earned th e reon without ded uction. SECTION V -COMPLETING THE TRANSACTION 19 . Deed/Transfer Buyer's Initi a l s~.:;' (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 encumbrances except for any service easements or rights-of-way to be reserved in favour of the Vendor and for any easements or rights-of-way registered on title and any minor encroachments shown on the survey or Reference Plan delivered to the Purchaser. Any required easement shall be in the form set out in Schedule "C ". (b) The Purchaser is allowed until May 21, 2021 to examine the title to the Property. If on or before this date the Purchaser furnishes the Vendor in writing with any valid objections: to the title; to any undisclosed outstanding work orders ; to undisclosed non-compliance with the municipal by-laws or covenants and restrictions which run with the land and cannot be resolved before the Completion Date ; as to any objection of which the Vendor shall be unable to remedy or correct by the Completion Date and which the Purchaser will not waive , then this APS shall , notwithstanding any intermediate acts or negotiations , be terminated and the deposit shall be returned to the Purchaser without deduction and the Vendor and the Purchaser shall not be liable for any costs , damages, compensation or expenses. 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 mortgag es, ass ignments 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 Completi on Date. (b) Any rent s, mortg age , interest, ta xes , local improve ments, water and as se ssm ent rates shall be apportioned and allowed to the Completion Date , the day itself to be a pporti oned to th e Purch ase r. GK\a! Buyer 's Initial s~ 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 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 reasonab ly 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 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 th e 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 ind e mnity , indemnifying and saving harmless the Vendor from any HST payable on this transa ction and penalty and interest relating to HST ; an d (5) a notaria l true copy of its HST registration confirmation. SECTION VI -MISCELLANEOUS 28. Entire Agreement (a) There is no representation, warranty , co llateral agreement or con dition aff Agreement of the Property other than expressed he re in. Buyer's Initi al ~:> 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 hav e been given if delivered by hand or mailed by ordinary mail , postage prepaid , addressed to the solicitor for the person to whom such notice is intended to be given at the following addressed: Solicitors for the Vendor: Duncan , Linton LLP ATTENTION: Steven Ross 45 Erb Street West Waterloo, ON N2J 485 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 Fa x: 519-842-9431 Solicitors for the Purchaser: Christie Harris Doyle & Prendergast 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 recei ved 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 t he 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 th e Transfer/Deed of Land as directed by the Purc hase on the completion Date as th e Purchaser ma y elect, and the Vendor ag rees to complete the transaction contemplated by th is APS on the Completion Date with such assignee or nominee. The Purchaser is released from a ll liability hereunder, if it assigns its interest in this APS. This Agreement shall be binding upon the parties hereto and thei r respective successors and ass igns. 34. Schedules (a) The following Sched ul es shall form an integral part of thi s Agreement: (i) Schedule "A " Description of th e Property ; (ii ) Schedule "B " Conditions ; , . Buyer's lniti a l <r~5 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 in valid or unenforceable, then the remaining pro visio ns of this Agreement , or the application thereof to other circumstances , shall not be affected , and shall be valid and enforceable. Buye r's I niti a l s~ Se ll e r's Initi als IN WITNESS WHEREOF the Purchaser has executed this Agreement: Dated at I 1L t. ..re N f3 "' r>...(j-, Ontario this 'Z. Cf day of JtPP. IL '2021 . ** Per: Name: Roy Anthony Jones , Tejaun Jones , Title~JJ!l.pd] ~ ~ Na~ a /!~ , Title : Teresa Violet Jones Jeffrey Jaques I/We have authority to bind the Corporation. The Vendor hereby accepts this Agreement according to its terms . Dated atTillsonburg, Ontario this /Q .y.._. day of ~ , 2021. IN WITNESS WHEREOF the Vendor has executed this Agreement: Bu ye r's Initia ls~ 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 Till sonburg in the County of Oxford, being compromised of a portion of the Unnamed Alleyway between Charles Street and Nelson Street and to be described by a new reference plan: Buyer's Initial s¥ J, (:! J ~ I 0 s ...J " ........ I- I·- ~ 0 ~ ~ ~ ± h (j ~ D I I •I i . i I ! I I .. i I ,! '.! . , . I I ,. , . \ . ~-----. I ski?tCh . . ~-. (f:.) .- b ~. . i-: . <-.. .~i~ '!f 0 ~. ·~ ~ ... ~ \ ~ .. ~. o'-f1 . . . . . .·. \ . 8 ., \. . ·'S .. Y9~.~· I \~t.~ , _ . f..4-.._s-.JI . . . 9~·· gj·IJg (D7,) . ~ {) ~ ....!) 00 ·~,:.~ ~ . ~ /- ._£::) ~ . 'WI) <">Q,. . \\7 CJ») &. : . . ·) ,(.... c· L.:,,. • oo" t. · . · · --:1 · . :)3 . . . . ( . . . : s s s .. ·Sey . . t, z ._D G~f\~'Y .· .. ·-.... .. ~ ......... .~ ·~· .. . q_,'-J ... 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 ln itialsJ@.$; SCHEDULE"C"-EASEMENT TERMS ANO PROVISIONS OF THE EASEMENT: I. The Owner hereby grants, conveys and confirms to The Corporation of the Town of Tillsonburg (the "Town"), its successors and assigns, in perpetuity, the free , uninterrupted and undisturbed right and easement to enter upon the lands herein described at any time for the purposes of constr1o1ctin9 , installin9 and maintaining all existing municipal services of any kind (including water distribution pipes and sanitary and storm sewers) in , under, over and upon the said lands, and with the further and continuing right to the Town , its successors and assigns, and its servants, agents and workers to enter upon the lands at any time to construct, repair, correct, operate, replace and maintain at all times in good condition and repair the municipa l services and for every such purpose the Town shall have access to the said lands at all times by its agents, servants, employees and workers. 2. The Town covenants and agrees that, upon completion of any work undertaken hereunder, the Town wi ll restore the areas of land upon which it has perfor med work to the same condition as that in which the lands were found prior to the commencement of the work. 3. The Owner covenants with the Town to keep the lands herein descri bed free and clear of any trees , buildings, structures or other obstructions which may limit the use , operation, repair, replacement or maintenance of the easement and to use the lands herein described only in a manner and for purposes not inconsistent with the exercise of the rights created by this indenture and without limiting the generality of the foregoing , only as a yard, lawn, garden, flowerbed , roadway, driveway or parking area and the Owner agrees not to do or suffer to be done anything which might injure any of the works of the Town hereon. The term "building " as set out herein shall specifically include any window sills, chimney breasts, cornices, eaves or other architectural features projecting from the first floor of the building but shall not in c lude window sills, chimney breasts, cornices, eaves or other architectural features projecting from the second floor of the building by less than two (2) feet and such second fl oor projections shall be specifically authorized and allowed to encroach upon the lands herein describ ed. 4 . The Town , by the acceptance and registration of the within easement, agrees to be bound by the terms and provi sions contained herein. 5. The burden and benefit of thi s easement sha ll run with the lands herein described and sha ll extend to and be binding upon and enure to the benefit of the parties hereto and their respective heirs , executors, administrators, successors and assigns. 6. This is an easement in gross. Se ll er's In itials