2021-074 Schedule APa g ~ I
AGREEMENT OF PURCHASE AND SALE (the "Agreement" or "APS ")
BETWEEN:
THE CORPORATION OF THE TOWN OF TILLSONBURG
(the "Vendor'')
-and -
TRACY DINSMORE
(th e "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 $1.00. South portion West of Lot 259 -12 .007
feet wide by approximately 40 feet long.
3. Th e Purchase Price shall be paid as fo ll ows :
(a) Five Hundred Dollars ($500 .00) deposit is payable by th e 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 fault of the Purchaser, the deposit shall be returned to the
Purchaser; and
(b) the balance of the Purchase Price , subject to adjustments, shall be paid to the Vendor
on the Completion Date , by certified cheque or bank draft.
SECTION II -PURCHASE OF PROPERTY
4. Irrevocable Date
(a) This APS shall be irrevocab le and open for acceptance by the Vendor until 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 A PS 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) Th e 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 tze wn of
Buyer's Initials -rQ . Seller's Initials
/
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. Howev er, the negotiation
of the terms of this APS by the Chief Adm inistrative Officer of the Tow n 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 t h e
Town of Tillsonburg in its sole and absolute discretion by re solution or by-law.
6 . Deed/Transfer
(a) The Vendor agrees to deed or transfer t he Property to the Purchaser subject to the
terms of this Agreement.
7. Completion Dat e
(a) T he closing of this transaction shall take place on July 28th, 2021 , or such other date
as mutually agreed upon (the "Completion Date") at wh ich time possession of the
Property in "as is, where is" condition shall be given to th e 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 a nd Information
(a) Th e Vendor w ill produce and deliver to the Purc haser by July 5th, 2021 any documents,
reports or information in its possession in respect to the Property. Th e Pu rchaser
agrees to return all of the above documentation to the Vendor if this tran sacti on 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 " cond ition and
that it must satisfy itself by July 5th, 2021 regard ing th e condition of the Pro perty
including, but not limited to , all existing physical conditions of th is Property,
environmental condi ti ons, fitness for any purpose , suitability for const ruction, soil
bearing capacity for any bu il ding proposed, and the availabil ity of mu nici pal services
and utilities necessary for the Purc hase r's proposed use of the Prop erty. The
Purc haser acknowl edg es that the Vendor s hall not be responsible for any physical
deficiencies of the Property o r for a ny past, present or future e nvironmen tal liabilities
and hereby waives any claims against the Vendor in respect of any environ mental
liabilities on the Property. T he Purchaser ag rees to sign a release and ind em nity in
favour of the Vendor on or before closing with respect to matters set out in the
preceding sentence . If th e Purchas er is for any reason whatsoever dissatisfied wi th
t he Property , it s ha ll deliver written notice to that eff ect t o th e Vendor by no later than
th e tim e specified h erein, and this Agreement s hall be term in ated and the deposit shall
be returned to the Purc hase r without in terest or deduction . If the Vendor is notified
th at the co ndition of t he Property is not satisfactory, then the Purchaser sh a ll , prior to
rece iving its deposit monies back a nd p ri or to being entitled to a fu ll rel ease from the
Vendor with respect to this Agreem ent, restore the Property to its original condition as
it existed prio r to such testing or inspection by the Purchaser, at the Purchase r's sole
expense . If the Purchaser fails to deliver written notice to the Vendor within the tim e
specified herein regard in g this co nditi o n, this cond iti on shall be dee med to have been
waived by the Purchaser.
10. Other Conditio ns
(a) This APS a nd co mpletion of thi s transaction is subj ect to the conditi ons se t out in
Sched ul es "A " and "B".
11. Inv estigati on by t he Purch aser
(a) Th e Purchaser ackn owledges having in spected th e Property prior t o exec u~i.n~ A PS
a nd unde rstand s th at upon Acce pta nce by th e V endor, a nd subject to an~(und iti ons
Buyer's Init ia ls .,....-D Seller's lni t i ~~--.. --
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 prov ide , at its own expense ,
any soil bearing capacity tests or environmental inspection, as may be required or
desired, and the Vendor shall grant the Purchase r access for such testing or inspection
at a ll reasonable t imes, on reasonable notice , for the purpose of conducting reasonable
inspections.
12. F uture Use
(a) The Ve ndor and the Purchaser agree that there is no cond ition, express or implied,
representatio n 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 Ag reement.
13. Provision of Plans
(a) The Purchaser ag rees and covenants that prior to the issuance of a bu ilding 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) T he Vendo r agrees to provide reaso nable assistance and co-operation to the
Purc haser in obtainin g the necessary app rovals for the development of t h e Property
subject to the Purchaser's compliance with a ll relevant building codes , by-laws, land
use controls, any other statutory requirements and payment of the fees provided for in
the Town of T illsonb urg 's current fees by-law.
15. Development Covenants and Restrictions
(a) The Property shall be subject to the development covenants and restrictions more
particul arly se t out in Schedule "D" attached to t his APS , which shall survive the
completion of this transaction and run with the Property. The development covenants
and restriction s shall be registered on title by the Vendor. In the event that the said
covenants and restrictions are not registered on t itle to the Property on or before
closing, the Purchaser covenants and ag rees to consent to the registration of the
covenants and restrictions after closing .
16. Property Not fo r Resale
(a) The Purchaser covenants that it is purchasing the Property fo r t he pu rpose of
consolidating t he parce l w ith the Purchaser's adjoi nin g property and not for t he
purpose of resa le of v acant la nd .
SECTION IV -PRIOR TO COMPLETION DAT E
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 fo r the parties as their interest may appear and in the event of damage to the
Property. The Purchaser may elect to either rece ive the proceeds of the insurance and
complete the purchase or to cancel the APS and have all the deposit monies paid to
the Vendor returned together with all interest earned thereon w ithout deduction.
19. Deed/Transfer
Buyer's Initials --rtJ ·
SECTION V -COMPLETING T H E TRANSACTION
Seller's Initia l s~
/
(a) The Deed or Tran sfer of the Property will be prepared by the Vendo r at the expense of
the Purchaser in a form acceptable to the solicitors for the Pu rchaser 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 reg istration
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 lawye r: 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 comp li ance with all codes, by-laws, rules and regulations with
respect to the Prope rty and any buildings located thereon.
23. Examination of Title
(a ) Title to the Property shall be good and marketable and free from al l encumbrances
except for any service easements or rights-of-way to be reserved in favour of th e
Vendor and for any ease men ts 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 t he form set out in Schedule "C".
(b) The Purchaser is allowed until July 141h, 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 o rd ers; to undisclosed non-
compliance with the municipal by-laws or covenants and restrictions which run wi th the
land and cannot be resolved before the Completion Date; as to any objection of which
the Vendo r shall be unable to remedy or correct by the Completion Date and which the
Purchaser will not waive, then this APS shall , notwithstand ing any intermediate acts or
negotiations, be terminated and the deposit shall be return ed to the Purchaser without
deduction and the Ve ndor and t h e Purchaser shall not be liable for any costs, damages,
compensation or expenses.
24. Ve ndor to Di scha rg e a ll En cumbrances
(a) Th e Vendor agrees to obtain a nd register at its own expense, o n or before the
Completion Date , a discharge of a ll liens, e ncumbrances, agreements and mortgages
now registered again st th e Property and not assumed by the Purchaser. Th e Vendor
furth e r covenants and agrees to di scharge , on or before the Comp letion Dat e, any a nd
al l liens, chattel mortgages, assignm e nts o r any other security in t erest given by th e
Vendor against its personal Property.
25. Adjustments
(a) The Vendor ag ree s that all deposits, if any, held by the Vendor not including interest
th ereon shall be c red ited to th e Purchaser in the Statemen t of Adjustments prepared
for the Completi on Date.
(b) Any rents , mortgage, interest , taxes, local improvements, water a nd assessment rates
s ha ll be apportion ed and a ll owed to th e Completion Date, the day itself to be
apportioned to th e Purchaser.
26 . Deli v e ri es by the Ve ndo r To T he Purchaser on Closing
Buyer's Initi a ls TD Seller's lniti alsL
(a) The Vendor cov enants and agrees to deliver to t he Purchaser on the Completion Date,
all such deliveries to be a condition of the Purchaser's obligat ion 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 Purchase r may reasonably
requi re to complete the transaction contemplated by the APS.
27. Harmonized Sales Tax
(a) Th e parties hereto acknowledge and agree that the transaction contemplated herein is
subj ect to the Harmonized Sale s 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. The Purchaser shall pay to th e
Vendor any HST imposed under the Act payable in connection with the transfer of the
Property to the Purc ha ser , o r as it m ay direct , unless the Purc haser o r its no minee , o r
its assignee , provides:
(i) a certificate on or before the Completion Date conta ining a representation an d
w a rr a nty to th e V endo r that:
(1) it is regi stered fo r th e purpose of t he HST on th e C o mpletion Da t e a nd
specifying th e HST registration number;
(2) it will self-assess the HST on its GST/HST return or fi le the pre sc ribe d
form purs ua nt to subsection 228(4) of t h e Act in connect ion w ith t he
purchase of the Pro perty;
(3) the Property t ra n sf e rred purs uant t o thi s APS is being purch as ed b y th e
Purchaser, or its no minee or assignee , as p rin ci pa l for its own accou nt
a nd is not being purchased by th e Pu rchas er a s agent, trustee or
otherwise on beh a lf of o r for a noth e r p erson , a nd do es no t constitute a
s upp ly of resid e nti a l comp lex ma de t o an ind ivi d ua l for th e purpose of
paragraph 221 (2 )(b) of the Act;
(4) a n indemnity, ind e mnif yin g a nd savin g ha rml ess th e Vendo r fro m a ny
HST pay abl e o n thi s tra nsacti o n a nd pena lty a nd inte rest re latin g to
HST; a nd
(5) a nota ri a l true copy of its HST registrati o n confirmati o n.
SECTION VI -MISCELLANEOUS
28. Entire A g reem e nt
(a) T h e re is no representati o n , warra nty, coll ate ra l ag reem e nt or condition affecti ng this
A g ree ment of t he Prope rty o th e r th a n expressed he re in.
Buyer's In itials ID · Sell e r's I n it i a l s~
I
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 w riting 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 w hom 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 4 B5
Fax: (51 9) 886-8651
with a copy d el iv ered to :
Th e C o rp o ration of th e Town of Tillso nburg
ATTENTION: D ev elopm ent Commissioner
204-200 Broadway
Tillsonburg , ON N4G 5A7
Fa x: 519-842-9431
Solicitors for the Purchaser:
Mandryk, Morgan & Vervaeke Associates at Law
ATTENTION: James R. Morgan
40 Brock Street West
Till son burg , ON N4G 2A2
Fax: 51 9-842-765 9
If mailed, s uc h noti ces mu st a lso be given by f acsimile tra nsm issio n on the date it w as
s o ma il ed. If so given, s uch noti ces shall be d ee med to have b ee n received on the fi rs t
bu sin ess d ay foll ow ing th e dat e it was delive red o r ma rked ma il ed out.
33. Successors a n d A ssig ns
(a) Th e Pu rc haser s hall b e pe rmi tted to ass ig n a ll of its rig ht, ti tl e a nd inte rest in and to th is
A PS with th e V endor's writte n a pproval.!. w hich s h all not be unreaso na bl y with hel d.l
includin g assignm e nt to a noth er corp oratio n with th e sam e sha re hold e rs as th e
Purc hase r. Subject t o th e rest ri cti o ns in th e preced in g sentence, th e V end o r agrees to
e ng ross t h e Tra nsf e r/Deed of Land as directed by th e Pu rc hase o n th e comp letion Date
as the Purc haser may elect , a nd t h e V e nd or a grees to com pl ete th e transaction
co nte mp lat ed by thi s APS o n th e Completi on Date with s uch assignee o r no mi nee. T he
Pu rc hase r is re leased fro m a ll li ability he reun der, if it assig ns its in terest in this A PS.
Thi s Ag reem e nt shall be bind in g upo n t h e parties he reto and th ei r respective
successors and assig ns.
34. Schedu les
Bu yer's Init ia ls TD-Sell e r's lniti~
(a) T he 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 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 app li cation thereof to other circumstances, shall not be affected , and shall be
valid and enforceable .
---Buyer's Initi als I D · Seller's Im~
IN WITNESS WHEREOF the Purchaser has executed th is Agreement:
Dated at --ri!lso0buJ , Ontario this 1"'3> day of 'ju"e__ , 2021.
Name:
Title:
I/We have authority to bind the Corporation.
The Vendor hereby accepts this Agreement according to its terms.
Dated at Tillsonburg, Ontario th is 2£1 day of Ju~ -, 2021.
IN WITNESS WHEREOF the Vendor has executed this Agreement:
Buyer's Initia ls ID -Selle r's lnitialsA
~
SCHEDULE "A" -LEGAL DESCRIPTION OF THE PROPERTY
ALL AND SINGULAR that certain parcel or tract of land and premises situated , lying and being in the
Town of Tillsonburg in the County of Oxford, being compromised of 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 Initials I D · Seller 's lnitialL
Buyer's Initials fD · Seller's I nitial~