2021-073 Schedule APa g ~ I
AGREEMENT OF PURCHASE AND SALE (the "Agreement" or "APS ")
B ETWEE N:
THE CORPORATION OF THE TOWN OF TILLSONBURG
(the "Vendor'')
-and-
JOHN FISH
(the "Purchaser'')
WHEREAS the Ve ndor is the owner, in fe e simple, of t he lands and premises described in Schedule
"A" (t he "Property");
NOW THEREFORE IN CONSIDERATION of t he mut ual covenants and premises in this Agreement,
the parties agree as follows:
SECTION I -GENERAL
1. T he Purchase r agrees to purchase the Property a nd t he Vendor agrees to se ll the Property
accord ing 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 .00 . Portion abutting East side of Lot 261
-12.007 feet wide by approximately 40 feet long.
3 . T he Purchase Price sha ll be paid as fo ll ows:
(a) Five Hundred Dollars ($500.00) deposit is payable by the Purchaser by certified
cheque or Bank Draft 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 faul t of t he Purchaser, the deposit shall be returned to the
Purchaser; a nd
(b) the balance of the Purchase Price, subject to adjust ments , 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) T his APS shall be ir revocable and open for acceptance by the Vendor unti l 6:00 p.m.
on the 4th day of July, 2021 ("Acceptance"), and when accepted shall constitute a
binding contract of purchase and sale, otherwise the APS shall be nu ll and void and all
deposit monies paid shall be ret urned to the Purchaser without deducti on.
(b) Acceptance shall mean the date upon which the Mayor and Clerk of the Town of
Til lsonburg, or such other persons as the Vendor may authorize from time to time , sign
and execute this APS subsequent to the requirem ent that the Council of T he
Corporation of the Town of Tillsonburg has passed a resolution or by-law authoriz ing
and approving the sale of the Property to the Purchaser pursuan t to the t erm s of th is
APS.
(c) The parties agree and acknowledge that negotiation of this APS is not a v
binding agreement until accepted by th e Council of Th e Corporation of th
Buyer's lnitials-#-f
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 t he Town of Tillsonburg.
5. Council Approval
(a) This transaction is subject to compliance with Section 270 of th e Municipal Act, 2001,
S.O. 2001, c. 25 as amended and the approval of the Council of The Co rporation 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 July 28th , 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 Informa tion
(a) The Vendor will produc e a nd deliver to th e Purch aser by July st\ 2021 any documents ,
reports or information in its possession in respect to the Property. The Purchaser
agrees to return all of the above documentation to the Vendor if this transaction is not
completed.
SECTION 111-CONDITIONS, REPRESENTATIONS AND WARRANTIES
9. "As Is " Condition
(a) The Purchaser acknowledges that it is acquiring the Property in an "as is" condition an d
that it must satisfy itself by July 5th, 2021 regarding the conditi on of the Property
including, but not limited to, all existing ph ysical conditions of this Property,
environmental conditions, fitness for any purpose, suitability for construction, soi l
bearing capacity for any building proposed, and the availability of municipal services
and uti lities necessary for the Purchaser's proposed use of the Property. The
Purchaser acknowledges th at the Vendor shall not be responsible for a ny physical
deficiencies of th e Property or for any past, present or future environm ental li abi lities
and here by waives any c la im s against the Vendor in respect of any environmental
liabili t ies on th e Property. Th e Purchas er agrees to sig n a re lease and ind emn ity in
favou r of th e Vendor on or before clos ing with respect to matters set ou t in th e
preceding sentence. If the Purchaser is for any reason whatsoever dissatisfied with
the Property, it shall deliver written notice to th at effect to the Vendor by no later than
the time specified herein , and this Agre ement shall be term in ated and the deposit shall
be returned to the Purchaser w ith out inte rest or deduction. If th e Vendor is notifi ed
that th e cond ition of the Property is not satisfactory, then the Purch aser shall , prior to
receiving its d eposit monies back and prior to being en titl ed to a full release from the
Vendor with respect to this Agreement, restore th e Prop erty to its original condition as
it existed prior to such testing or inspection by the Purchaser, at the Purchaser's sole
expense. If the Purch ase r fails to deliver written notice to the Vendor within the tim e
specifi ed herein regarding this cond ition , this condition shal l be deemed to have bee n
wa ived by the Purchaser.
10. Othe r Conditions
(a) Th is APS and comp letion of t hi s transacti o n is subject to th e conditions set out in
Schedules "A" and "B".
11 . In vestig at ion by the Purchaser
(a) Th e Purchaser acknowledges havin g in spected the Prop e rty prior to ex ec utin g th
a :~~~rstands that upon Acceptance by the Vendor, and subject to any c
Buyer's lnitialsl/" Seller's Initial,.~-+--
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 requ ired 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,
t he 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 landscapi ng 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 sur.rive the
completion of this transaction and run 1Nith 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 s hall 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 th e Vendor.
18. In surance
(a) Pending closing, the Vendor shall hold all in surance policies and the proceeds thereof
in trust for the parties as their interest may appear and in the event of damage to the
Prop erty. Th e Purchaser may elect to either rec e ive the proceeds of th e insurance and
complete th e purchase or to cancel the APS and have all th e deposit moni es paid to
th e Vendor returned together with a ll interest earned thereon without deduction.
SECTION V -COMPLETING THE TRANSACTION
19. Deed/Transfer
Seller's Initials~ Buyer's ln iti a~
(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 Reg istration
(a) The parties agree that the transaction shall be completed by electronic regis t ration
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 w ith
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 term s
of a written agreement between the lawye rs entered into in the form of the Document
Registration Agreement adopted by the Joint LSUC-OBOA Committee on Elective
Reg istration 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 th e requ isition 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 Fi re Ch ie f 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 th ereon.
23. Examination of Title
(a) Titl e 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 a ll owed until July 14th, 2021 to examine the title to the Property. If
on or before this date the Purcha ser furnishes th e Vendor in writing with any valid
objections: to the title; to any undisclosed outstanding work orde rs; to undisclosed non-
complian ce with the municipal by-laws or covenants and restrictions which run with the
land and cannot be reso lved before the Completion Date; as t o 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 interm ed iate acts or
negotiations, be terminated and the deposit shall be returned to the Purchaser without
deduction and the Ven dor and th e Purchase r s hall not be liab le for any costs, damages,
compensation or expenses.
24. V e ndor to Di scharge all Encumbrances
(a) Th e Vendor agrees to obtain and register at its own expense , on or before th e
Completion Date, a discharge of all liens, encumbrances, agreeme nts and mortgages
now reg istered again st th e Property and not assumed by the Purchas e r. Th e Vendor
further covenants and agrees to discharge, on or before the Completion Date , any and
all li ens , chattel mortgages, assignments or any other security interest given by th e
Vendor against its personal Property.
25. Adjustm e nts
(a) The Vendor agrees that a ll deposits, if any, held by the Vendor not includ in g interest
th ereon shall be credit ed to the Purchaser in the Statement of Adju stm ents prepared
for t he Completion Date.
(b) Any rents , mortgage , interest, taxes, loca l improvem e nts, water and assessment rates
sha ll b e apportioned an d a ll owed to the Completion Date, the day itself to be
appo rtioned to the Purchaser.
26. De li veries by j he Vendor To The Purchaser on Closing
Buyer's Init ial~ Seller's Initi al~
(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/tran sfer 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, 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. Th e Pu rchase r shall pay to the
Vendor any HST imposed under the Act payable in connection with the transfer of the
Property to th e 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 fi le 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 A PS is being purchased by the
Purchaser, or its nominee or assign ee, 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
supp ly 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 o f its HST registration confirmation.
SECTION VI -MISCELLANEOUS
28. Entire Agreement
(a) There is no representation, warranty, coll ateral agreement or condition affecting this
Agreement of the Property other than express ed herein.
Buyer's Initial ~ Se lle r's Initial#
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 w ith.
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: Steven Ross
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:
Mandryk, Morgan & Vervaeke Associates at Law
ATTENTION: James R. Morgan
40 Brock Street West
Tillsonburg , ON N4G 2A2
Fax: 519 -842-7659
If mail ed , such notices must also be given by facs imil e tra nsm ission o n the date it was
so mailed. If so given, such notices shall be deemed to have been received on the fi rst
business day following th e date it w as delivered or marked mail ed o ut.
33. Successors a nd Assigns
(a) Th e Purchaser s hall be pe rmitted to assign all of its right, title and in terest in and to this
APS with th e V e ndor's written approvalJ. which shall not be unreasonably withheldJ.
including assignment to another corporation with th e same sha re ho ld ers as the
Purc hase r. Subject to th e restrictio ns in th e prece ding sentence , th e Vendor agrees to
engross the Transfer/De ed of La nd as d irected by the Purch ase on the comp letion Date
as the Purc haser may e lect, a nd th e Vendor agrees to complete th e tra nsaction
contemp lated by this APS o n the Completion Date with suc h ass ign ee or nom in ee . The
Purc hase r is re lease d from a ll liabi lity hereunde r, if it assign s its inte rest in thi s AP S.
Thi s Agreem e nt shall be binding upo n th e parties he reto a nd their respective
successo rs and assig ns.
34. Sc hedu les
Buyer's lnitial sp
(a) The following Schedules shall form an integral part of this Agreement:
(i) Schedule "A" Description of the Property
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 electron ic
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 Agreemen t ,
or the application thereof to other circumstances, shall not be affected, and s hall be
valid and enforceable.
Buyer's Initial~ Sell er's lnitia~
IN WITNESS WHEREOF the Purchase r has executed thi s Agreement:
Dated ar{r//j6Nft/f{{;tJ/11, Ontario this /J ~ day of .J <{/18-. , 2021.
**
Per ~
Name:
Titl e:
I/We have authority to bind t he Corporation.
The Vendor he re by accepts this Agreement according to its terms.
Dated at Tillsonbu rg, Ontario this d~day of -:S l4-(_ , 2021.
IN WITNESS WHEREOF t he Vendor has execu ted this Agreement:
Buye r's l niti alsp
~
Michelle Smibert
Clerk
We have authorit y to bind The Corporation
of the Town of Till sonburg.
Seller's lniti ~
SCHEDULE "A " -LEGAL DESCRIPTION OF THE PROPERTY
ALL AND SINGU LAR that certain parcel or tract of land and premises situated , lying and being in the
T own of T illsonburg in the County of Oxford, being compromised of a portion of described as Alley,
Plan 500, North of Frances Street Abutting Lot 260 To 263, and to be described by a new reference
plan:
Buyer's Initial#
Buyer's lnitia ~ Seller's In itial~