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By-Law 2023-066 - Schedule AP a g e I i AGREEMENT OF PURCHASE AND SALE (the “Agreement”or “APS”) BETWEEN THE CORPORATION OF THE TOWN OF TILLSONBURG (the “Vendor”) -and- E&E McLaughlin Ltd (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 of Twenty-six Thousand Dollars ($26,000). 3.The Purchase Price shall be paid as follows: (a)Five Thousand Dollars ($5,000.00)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,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 VendorontheCompletionDate,by certified cheque or bank draft. SECTION 11 -PURCHASE OF PROPERTY 4.Irrevocable Date This APS shall be irrevocable and open for acceptance by the Vendor until 6:00 p.m. on the 21®‘day ofJuly,2023 (“Acceptance"),and when accepted shall constitute a binding contract of purchase and sale,otherwise the APS shall be null and void and alldepositmoniespaidshallbereturnedtothePurchaserwithoutdeduction. (a) Acceptance shall mean the date upon which the Mayor and Clerk of the Town ofTillsonburg,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. (b) The parties agree and acknowledge that negotiation of this APS is not a valid andbindingagreementuntilacceptedbytheCouncilofTheCorporationoftheTownofTillsonburg.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 (c) Seller’s Initials rBuyer’s Initials. of the terms of this APS by the Chief Administrative Officer of the Town of Tillsonburg, or his or her designate,in no way binds The Corporation of the Town of TillsonburguntilsuchtimeasthisAPSisauthorizedandapprovedbytheCouncilofThe Corporation of the Town of Tillsonburg. 5.Council Approval 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. (a) 6.Deed/Transfer The Vendor agrees to deed or transfer the Property to the Purchaser subject to thetermsofthisAgreement.(a) Completion Date7. The closing of this transaction shall take place on August lO'”,2023,or such other date as mutually agreed upon (the “Completion Date”)at which time possession of thePropertyin"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. (a) 8.Documents,Reports and Information If requested,the Vendor will produce and deliver to the Purchaser any documents, reports or information in its possession in respect to the Property.The PurchaseragreestoreturnalloftheabovedocumentationtotheVendorifthistransactionisnot completed. (a) SECTION III -CONDITIONS,REPRESENTATIONS AND WARRANTIES 9.‘As Is”Condition The Purchaser acknowledges that it is acquiring the Property in an "as is”condition andthatitmustsatisfyitselfbyJuly21®‘,2023 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 servicesandutilitiesnecessaryforthePurchaser’s proposed use of the Property.The Purchaser acknowledges that the Vendor shall not be responsible for any physicaldeficienciesofthePropertyorforanypast,present or future environmental liabilitiesandherebywaivesanyclaimsagainsttheVendorinrespectofanyenvironmental liabilities on the Property.The Purchaser agrees to sign a release and indemnity infavouroftheVendoronorbeforeclosingwithrespecttomatterssetoutinthe 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 thanthetimespecifiedherein,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 toreceivingitsdepositmoniesbackandpriortobeingentitledtoafullreleasefromthe Vendor with respect to this Agreement,restore the Property to its original condition asitexistedpriortosuchtestingorinspectionbythePurchaser,at the Purchaser’s soleexpense.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. (a) 10.Investigation by the Purchaser The Purchaser acknowledges having inspected the Property prior to executing the APSandunderstandsthatuponAcceptancebytheVendor,and subject to any conditionsherein,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 ordesired,and the Vendor shall grant the Purchaser access for such testing or inspectionatallreasonabletimes,on reasonable notice,for the purpose of conducting reasonable inspections. (a) Seller’s InitialsBuyer’s Initials. 11.Future Use 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 bythePurchaserisorwillbelawfulexceptasmaybespecificallystipulatedelsewherein this Agreement. (a) SECTION IV -PRIOR TO COMPLETION DATE 12.Purchaser May Inspect the Property The Purchaser,its agents and contractors shall be permitted to inspect the Propertyandanybuildingsasfrequentlyasisreasonablynecessarybetweenthedateof Acceptance and the Completion Date at reasonable times and upon reasonable noticetotheVendor. (a) 13.Insurance 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 event of damage to theProperty.The Purchaser may elect to either receive 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 without deduction. (a) SECTION V -COMPLETING THE TRANSACTION 14,Deed/Transfer The Deed or Transfer of the Property will be prepared at the expense of the Vendor in a form acceptable to the solicitors for the Purchaser and the Purchaser will pay all LandTransferTax,Harmonized Sales Tax and other costs in connection with the registration of It. (a) 15.Electronic Registration The parties agree that the transaction shall be completed by electronic registration pursuant to Part III 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)besubjecttoconditionswherebythelawyerreceivingdocumentsand/or money will be required to hold them in trust and not release them except in accordance with the termsofawrittenagreementbetweenthelawyersenteredintointheformoftheDocumentRegistrationAgreementadoptedbytheJointLSUC-OBOA Committee on Elective Registration of Title Documents. (a) 16.Survey or Reference Plan The parties acknowledge that a sun/ey may be required and a Reference Plan may beregisteredontitleandmaybeusedtoprovidearegistrabledescriptionoftheProperty and any easements. (a) Letters and Reports from Officials of the Vendor17. 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 ZoningDepartmentoftheTownofTillsonburgandtheFireChiefoftheTownofTillsonburgregardingthestatusofcompliancewithaltcodes,by-laws,rules and regulations withrespecttothePropertyandanybuildingslocatedthereon. (a) Examination of Title Title to the Property shall be good and marketable and free from all encumbrances except for:(a)any service easements or rights-of-way to be reserved in favour of theVendorortobegrantedtoapublicutilitypriortoclosing;(b)any easements or rights-of-way registered on title;(c)any minor encroachments shown on the survey or (a) Qfcf)-re¬seller’s Initials.Buyer’s Initials. registered municipaldeliveredtothePurchaser,and (d)anyReferencePlan agreements- The Purchaser is allowed until July wrting‘^^th Talid =r.x='=SfS2as£.-—Purchaser shall not be liable for any costs,damages, (b) land negotiations,be terminated anddeductionandtheVendorandthecompensationorexpenses. Vendor to Discharge all Encumbrances The Vendor agrees toCompletionDate,a dischargenowregisteredagainsttheProperty andfurthercovenantsandagreestodischarge,onallliens,chattel mortgages,assignments or anyVendoragainstitspersona!Property. 19.or before theobtainandregisteratitsownexpense,on .of all liens,encumbrances,agreementsnotassumedbythePurchaser.The VendorbeforetheCompletionDate,any andothersecurityinterestgivenbythe (a) or 20.Adjustments held by the Vendor not including interesttheStatementofAdjustmentspreparedTheVendoragreesthatalldeposits,if any,thereon shall be credited to the Purchaser in for the Completion Date. (a) local improvements,water and assessment rates’Date,the day itself to beAnyrents,mortgage,interest,taxesshallbeapportionedandallowed to the CompletionapportionedtothePurchaser. Deliveries by the Vendor To The Purchaser on Closing (b) 21. transaction,the following. (a) a deed/transfer of the Property;(i) of the Vendor;any survey or reference plan of the Property in the possession a Statutory Declaration by an authorized officer of the Vendor stating thatLcSLtnessandtruthfulnessofalloftherepresentationsandwarranties, (ii) (iii) a Statutory Declaration by an authorized officer of the Vendor as to possessiononheP?oper^in a form acceptable to the solicitors for the Purchaser,(iv) Statutorv Declaration by an authorized officer of the Vendor that it is not nowandpo7compfetionwillnotbe.a ‘■non-resident Pf-on"wta the meaningandforthepurposeofSection116oftheIncomeTaxAct,R.S.C.,1985,c.(5th Supp.)as amended; (V) certificates,by-laws and other documents ofcertifiedcopiesofailappropriateVendorauthorizingthetransactionherein;and(Vi) the Purchaser may reasonablysuchfurtherdocumentationandassurancesrequiretocompletethetransactioncontemplatedbytheAPb. as(vii) Harmonized Sates Tax The parties hereto ackrrowledge and S C TqS c its assignee,provides. 22. (a) OLSeller’s InitialsBuyer’s Initials. a certificate on or before the Completion Date containing a representation and warranty to the Vendor that; it is registered for the purpose of the HST on the Completion Date andspecifyingtheHSTregistrationnumber; 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 thepurchaseoftheProperty; the Property transferred pursuant to this APS is being purchased by thePurchaser,or its nominee or assignee,as principal for its own account and is not being purchased by the Purchaser as agent,trustee orotherwiseonbehalfoforforanotherperson,and does not constitute a supply of residential complex made to an individual for the purpose ofparagraph221(2)(b)of the Act; an indemnity,indemnifying and saving harmless the Vendor from anyHSTpayableonthistransactionandpenaltyandinterestrelatingto HST;and (i) (1) (2) (3) (4) a notarial true copy of its HST registration confirmation.(5) SECTION VI -MISCELLANEOUS 23.Entire Agreement There is no representation,warranty,collateral agreement or condition affecting thisAgreementofthePropertyotherthanexpressedherein. (a) 24.Tender (a)Any tender of documents or moneys hereunder may be made upon the solicitor actingforthepartyuponwhomtenderisdesired,and it shall be sufficient that a negotiable, certified cheque or bank draft may be tendered instead of cash. 25.Time of Essence (a)Time shall be of the essence of this Agreement. 26.Planning Act 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. (a) 27.Notices All notices in this Agreement shall be in writing and shall be deemed to have been givenifdeliveredbyhandormailedbyordinarymail,postage prepaid,addressed to the solicitor for the person to whom such notice is intended to be given at the following addressed; (a) Solicitors for the Vendor; Duncan,Linton LLP ATTENTION;Adrian L.Rosu 45 Erb Street West Waterloo,ON N2J 4B5 Fax;(519)886-8651Email;adrian@kwiaw.net with a copy delivered to; The Corporation of the Town of TillsonburgATTENTION;Development Commissioner 204-200 Broadway Tillsonburg,ON N4G 5A7 Fax;(519)842-9431 Seiler’s InitialsBuyer’s Initials. Solicitors for the Purchaser: (INSERT PURCHASER”S SOLICITOR INFO HERE] 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. 28.Successors and Assigns The Purchaser shall be permitted to assign all of its right,title and interest in and to thisAPSincludingassignmenttoanothercorporationwiththesameshareholdersasthePurchaser.Subject to the restrictions in the preceding sentence,the Vendor agrees toengrosstheTransfer/Deed of Land as directed by the Purchase on the completion Date as the Purchaser may elect,and the Vendor agrees to complete the transactioncontemplatedbythisAPSontheCompletionDatewithsuchassigneeornominee.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. 29.Schedules (a)The following Schedules shall form an integral part of this Agreement: Schedule “A"Description of the Property;(i) 30.Acceptance by Fax or Email 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 andbindinguponthem. (a) 31.Counterparts This Agreement may be signed in any number of counterparts,each of which isconsideredtobeanoriginal,and all of which are considered to be the same documents.(a) 32.Severability 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 bevalidandenforceable. (a) LtA Seller’s InitialBuyer’s Initials. IN WITNESS WHEREOF the Purchaser has executed this Agreement: I day of T\iAW-g_Dated at Ontario this 2023, irk Per: Name:WcMy Title:^i^irvn-v^ Name: Title: lA/Ve have authority to bind the Corporation. The Vendor hereby accepts this Agreement according to its terms. Dated at Tillsonburg,Ontario this IN WITNESS WHEREOF the Vendor has executed this Agreement: day of 2023. The Corporation of the Town of"SIMtC0juLlEELLiS,Commissioner,etc.,of Ontario,for the Deb Gilvesy Mayora ProvinceCorporation of theTownofTillsonburg. Tanya Qaf'uelsClerk We have authority to bind The CorporationoftheTownofTillsonburg. Buyer's Initials.Seller’s Initials SCHEDULE “A”-LEGAL DESCRIPTION OF THE PROPERTY ALL AND SINGULAR that certain parcel or tract of land and premises situated,iying and being in the Town of Tillsonburg in the County of Oxford,being compromised of Lot 4,Plan 41M-205TILLSONBURG. t r 7l: ,V.J;● “V:55r^^i5;-,yr3r:jvI -.-L-●i * '=~=T™"J=S;-1 rai..-U 2■iOtGS\ Seller's Initials.Buyer’s Initials.