3682 To authorize an Agreement of Purchase and Sale with The County of Oxford pertaining to the Tillsonburg Library buildingAGREEMENT OF PURCHASE AND SALE
BETWEEN
THE CORPORATION OF THE TOWN OF TILLSON BURG,
hereinafter called the Seller,
-and-
COUNTY OF OXFORD
hereinafter called the Buyer,
AND WHEREAS the Seller owns the subject property and is desirous of selling the subject property;
NOW THEREFORE THE PARTIES, in consideration of the mutual covenants and agreements hereinafter set out, hereby agree as
follows:
1. BUILDING DESCRIPTION
The Buyer hereby offers to purchase from the Seller a building, but not land on which the building is situate, located on the property
fronting on 2 Library Lane in the Town ofTillsonburg, representing the building known as the Tillsonburg Library (the "Building") as
depicted on Schedule "A". For further clarity, the purchase includes all attachments to the building including building components,
HVAC equipment and fixtures, but excludes the solar panels installed on the roof of the building. With respect to the solar panels, if
after closing the Buyer needs to repair/replace the roof, the Seller agrees to remove the solar panels at the Seller's expense and after
the buyer completes the roof repair/replacement, the Seller may reinstall the solar panels at the Seller's expense. There shall be no
rent or fee of any kind whatsoever charged by the Buyer for the Seller's use of the roof for the solar panels. At no time shall the
Buyer restrict access to the solar panels and/or the electrical equipment I components in the Building to the Seller or its employees,
agents and/or contractors provided that the Seller provides notice to the Buyer to obtain access to the Building. At no time shall the
Buyer interfere with any electrical connection to the solar panels nor block the line of sight from the sun to the solar panels. Any
cost to repair or replace the roof shall be paid solely by the Buyer without contribution of the Seller except caused by the Seller, or its
agents, employees or contractors, negligent or intentional actions.
2. PURCHASE PRICE
The purchase price shall be $467,000.
3. DEPOSIT
No deposit is required to be made.
4. IRREVOCABLE DATE
This offer shall be irrevocable by Buyer until 6 PM on the 7th day of March, 2013, after which time, if not accepted by the Council of
the Corporation of the Town of Tillsonburg or the Council of the County of Oxford, this Offer shall be null and void. Further, the
Buyer acknowledges that negotiation of this offer, including all amendments is conditional upon the approval of the Council of the
Corporation of the Town of Tillsonburg and the Council of Oxford County and that the negotiation and/or execution of the terms in
this offer by the Interim CAO or his designate in no way binds the Corporation to any of the terms contained therein.
5. CONDITIONAL
The transaction of purchase and sale contemplated herein shall be subject to the fulfillment of the following terms and conditions on
or before the 15th day of March, 2013. If the conditions are not fulfilled or waived then the Agreement arising from the offer shall
be at an end and all parties released from their obligations.
This offer is conditional on the approval of the Council of the Corporation of the Town of Tillsonburg and the Council of Oxford
County approving this transaction.
6. COMPLETION DATE
This agreement shall be completed by no later than 6 PM on the 20th day of March, 2013. Upon completion, vacant possession shall
be given to the Buyer unless otherwise provided in this Agreement.
Buyer's Initials ~17# Seller's Initials 0-~z;.--
1
7. DOCUMENTS
The Buyer shall not call for the production of any title deed, abstract, survey or any other evidence of title to the property. The
Seller shall provide a Bill of Sale on closing which shall be conclusive evidence of the Seller's title to the Building and the Seller's right
to lease the land on which the Building is situate to the Buyer. The Buyer agrees that any easements and rights of way, registered and
unregistered, shall remain and not be discharged on closing.
8. FUTURE USE
Seller and Buyer agree that there is no representation or warranty of any kind that the future intended use of the property by the
Buyer is or will be lawful except as may be specifically provided for in this Agreement.
9. CLOSING ARRANGEMENTS
Where each of the Seller and Buyer retain a lawyer to complete the Agreement of Purchase and Sale of the Building, the Seller and
Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the "Requisite
Deliveries") and the release thereof to the Seller and Buyer will occur between said lawyers.
10. HARMONIZED SALES TAX (HST)
If this transaction is subject to HST, then such tax shall be in addition to the purchase price. The Seller will not collect HST if the
Buyer provides to the Seller a warranty that the Buyer is registered under the Excise Tax Act ("ETA"), together with a copy of the
Buyer's ETA registration, a warranty that the Buyer shall self-assess and remit the HST payable and file the prescribed form and shall
indemnify the Seller in respect of any HST payable. The foregoing warranties shall not merge but shall survive the completion of the
transaction. If the transaction is not subject to HST, Seller agrees to certify on or before closing that the transaction is not subject to
HST.
11. TIME OF THE ESSENCE
Time shall in all respects be of the essence hereof provided that the time for doing or completing of any matter provided for herein
may be extended or abridged by an agreement in writing signed by the Seller and Buyer or by their respective lawyers who are
specifically authorized in that regard.
12. TENDER
Any tender of documents or money hereunder may be made upon Seller or Buyer or their respective lawyers on the day set for
completion. Money may be tendered by a bank draft or cheque certified by a Chartered Bank, Trust Company, Province of Ontario
Savings Office, Credit Union or Caisse Populaire.
13. LEGAL, ACCOUNTING AND ENVIRONMENTAL ADVICE
The parties acknowledge that any information provided by the Buyer is not legal, tax or environmental advice and that it has been
recommended that the parties obtain independent professional advice prior to signing this document.
14. NOTICES
Notice to either party shall be given at the following addresses:
If to the Seller:
Buyer's Initials /~
Att:CAO
Corporation of the Town of Tillsonburg
200 Broadway, Suite 204
Tillsonburg, ON N4G 5A7
Fax: 519.842.9431
If to the Buyer:
Oxford County
21 Reeve Street
Woodstock, ON N4S 7Y3
2
Seller's Initials 9?/~
15. AGREEMENT IN WRITING
This Agreement shall constitute the entire Agreement between the Buyer and Seller. There is no representation, warranty, collateral
agreement or condition, which affects this Agreement other than as expressed herein. This Agreement shall be read with all changes
of gender or number required by the context.
BUYER ACKNOWLEDGEMENTS
16. INSPECTION
The Buyer acknowledges having inspected the building prior to submitting this offer and understands that upon the Seller accepting
this offer there shall be a binding Agreement of Purchase and Sale between the Buyer and the Seller.
17. CONDITION OF THE PROPERTY
The Buyer acknowledges and agrees that it is purchasing the Building, building components, HVAC equipment and fixtures in an "as is"
condition and located "where is". The Buyer acknowledges that there is no warranty, covenant or representation from the Seller as to
the condition of the Building, HVAC equipment, building components and/or fixtures and the Buyer has relied entirely upon its own
inspections.
18. lEASE
The Parties agree that they shall enter into a lease on or before closing as set out on the attached Schedule "B".
SEllER ACKNOWLEDGEMENTS
19. EXISTING SERVICES
The Seller agrees, without payment by the Buyer of additional levies, imposts or charges, to supply to the building all existing
municipal services currently in place and serving the building including hydro, water, sanitary sewers. Such municipal services to be
available on or before closing. Customary charges will be paid for by the Buyer post close date.
DATED at Tillsonburg this
SIGNED, SEALED AND
DELIVERED in the
Presence of
12 "day of March, 2013.
Buyer's Initials
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THE CORPORATION OF THE
TOW~J
John~ v7 -~
MAYOR
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Donna Wilson
CLERK
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We have authority to bind the Corporation
COUNTY OF OXFORD
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Warden / Donald E. McKay
Tabor
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DATE
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We have authority to bind the Corporation
Seller's Initials ~ 3