2021-051 Schedule A·-··---··--··----·--------·--··--·-·-·-------------·--··-·-···--·-·--·---------·------·-··--·---··----·-P a_~_:__J __ _
AGREEMENT OF PURCHASE AND SALE (the "Agreement" or "APS")
BETWEEN:
THE CORPORATION OF THE TOWN OF TILLSON BURG
(the "Vendor")
-and-
Peter Leliveld Ruth Leliveld .
(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 Pro perty
according to the terms of this Ag reement.
2. In consideration of the agreement referred to in the preceding paragraph, the Purchaser sha ll
pay to ·the Vendor a .Purchase Price of .·-;.· · ·$9000.00 · · 1) Dollars . The estimated area of
the Property is Totai 56 .49m . _ : · ·
· Nine Thousand Dollars
3 : The Purchase Price shall be paid as follows:
(a)
(b)
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($.00) deposit is payable by the Purchase r 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 n ot complete d through no fault of the Purchaser,
the deposit shall be returned to the P urch aser; and
the bala·nce of th e Purc hase Price, subject to adju stments, shall · be paid to the
Ve nd or on th e Completion Date, by ce rtified cheque or bank draft.
S ECTION II -PURCHASE OF PROPERTY
4. Irrevocable Date
(a) This APS s hall be irrevocable an d ·open for acceptance by the Ve nd or until 6:00 p.m.
on the 14th day of May, 2021 ("Acceptance"), and when accepted shall co nstitute a
binding contract of pu rchase and sa le, otherwise the A PS shall be null arid void and
a ll deposit monies paid shall be return ed to t he Purchaser without deduction .
(b) Accepta nce shall ·mean the date . upon which the Mayor an d Clerk of the T own of
Tillsonburg, or such othe r persons as t he Vendor. may authorize from .time to t im e,
·sign and .execute ·this A PS subsequent to th e requ ire ment th at the Counci l of The
Corpor ati on of tlie T own of Till so nburg has passed a resolution or by-l aw authorizing
and approving the sa le of the Property to th e ·Purchaser pursuant to th e terms of thi s
APS.
Buyer's lnitial ~J. fk
(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 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
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 "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.
~-
Documents, Reports and Information ~ ~.
(a) The Vendor will produce and deliver to the Purchaser by I June 3, 2021 1 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
including , but not limited to, all existing physical co nditions 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 utiliti es necessary for th e Purchaser's proposed use of the Property. The
Purchaser acknowledges that the Vendor shall not be responsible for any physical
deficiencies of the Property or for any past, present or future environmental liabilities
and hereby waives any claims against the Vendor in respect of any environmental
liabiliti es on th e Property. Th e Purchaser agrees to sign a release and ind emnity 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
the Property , it shall deliver written notice to that effect to the Vendor by no later than
the tim e specified herein , and this Agreement sha ll be terminated and the deposit
shall be returned to the Purchaser without interest or deduction. If the Vendor is
notified th at th e condition of the Property is not sa ti sfactory , th e n the Purcha se r shall ,
prior to receiving its deposit monies back and prior to being entitled to a full release
from the Vendor with respect to thi s Agreement, restore the Property to its orig inal
condition as it existed prior to such testing or inspection by the Purchaser, at the
Purchase r's so le expense. If the Purchaser fails t o deliver written notice to the
Vendor within the tim e specified here in rega rding thi s condition , this co ndition shall be
deemed to have be en waived by th e Purchaser.
10 . Other Conditions
(a) Thi s APS and com pl etion of this transaction is subject to th e co nditions set ou t in
Schedules "A " and "B".
11 . Investig ati on by th e Purchaser
Buyer's Initial s N' @r-
(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 warrant y of any kind that the future intended use of the Property by
the Purchaser is or wi ll be lawful except as may be specifically stipulated elsewhere in
this Agreement.
13. Provisio n 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 , th e 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 comp liance with all relevant building codes , by-laws , lan d
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 In spect 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 rea sonable times and upon reaso nable
notice to the Vendor.
18. Insurance
(a) 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 the
Property. 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.
SECTION V -COMPLETING THE TRANSACTION
19. Deed/Transfer
Buyer's Initials PJ..· K f,
(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 cond itions 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 reg istered on title and may be used to provide a registrable
description of the Property and an y easements .
22 . Letters and Reports from Officials of the Vendor
(a) On or before the requisiti on 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 t his date the Purcha ser furn ishes the Vendor in writing with any va lid
objections: to the title; to any undisclosed outstanding wo rk orders ; to undisclosed
non-compliance with the municipal by-laws or covena nts 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 w ill not wai ve, then this APS shall , notwithsta nding an y
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 mortgages, assignments or any other security interest gi ven by
the Vendor against its personal Property.
25. Ad justments
(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 Completion Date .
(b) Any re nts, mortgage, interest, taxes , lo ca l improvements , wate r and assessment
rates shall be apportioned and allowed to the Completion Date , the day itself to be
apportioned to the Purchaser.
Buyer's Initials fJ,. f~
'
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 pla.n 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 Ve ndor 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
Ve ndor authorizing the transaction herein ; and
(v ii) 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 (t he "Act") and that the Purchase Price does not include HST. The
Ven dor shall provide the Purchaser with its HST Business Number. The Purchaser
shall pay t o 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 the Completion Date and
specifying the HST registration number;
(2) it will self-assess the HST on its GST/HST return or file th e 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
co nstitute a supply of residential complex made to an ind ividual 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 t ran saction and penalty and interest relating to
HST; and
(5) a notarial true copy of its HST registration confirmation.
SECTION VI -MISCELLANEOUS
28. Entire Agreement
(a) There is no representation , warranty , collateral agreement or condition affecting this
Agreement of the Property other than expressed herein.
Buyer's Initials~
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 have been
giv en 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 4B5
Fax: (519) 886-8651
with a copy delivered to:
The Corporation of the Tow n of Tillsonburg
A TTENTION : Devel opment Commissioner
204-200 Broadway
Tillsonburg , ON N4G 5A7
Fax: 519-842-9431
Solicitors for the Purchaser:
Brad Hause White Coad
If mailed, such notices must also be given by facs imile transmission on the date it
was so mailed . If so given, such notices shall be deemed to have been receiv ed on
the first business day following the date it was delivered or marked mailed out.
33 . Successors and Assigns
(a) Th e Purchaser shall be permitted to assign all of its right, title and interest in and to
this APS with the Vendor's w ritte n approval... which shall not be unreasonably
withheld.I. in cluding assignment to another corporation with th e sa me share holders as
the Purchaser. Subject to the restrictions in the preceding sentence, the Vendor
agrees to engro ss the Transf er/Deed of Land as directed by the Purchase on the
completion Date as the Purchaser may elect, and the Vendor agrees to complete the
transaction co nte mp lated by this APS on th e Completion Date with such assignee or
nominee. The Purchaser is released from all liability hereunder, if it assigns its
inte rest in this APS. Thi s Agreement s hall be binding upon th e parties hereto and
their respective s uccessors a nd assigns.
34. Schedu les
(a) The foll owing Schedu les shall form an integra l part of thi s Agreement:
(i)' Sched ul e "A " Descripti o n of the Property;
(ii)· Schedule "B" Conditions;
Buyer's Initi a ls~ Sell e r 's lnitials._1--;,,t..-1
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 prov isions of this
Ag reemen t, or the application thereof to other circumstances, shall not be affected ,
and shall be valid and enforceable.
Buye r 's ln itialsU
IN WITNESS WHEREOF the Purchaser has ex ecuted this Agreement:
Dated at J '!l.r <Fth ..r ") , Ontario this 2 9' day of Ap t-ii f '2021 .
**
Per: ~Leliveld Name:
Title:
Name: Ruth Leliveld -· Title:
I/We hav e authority to bind the Corporation.
The Vendor hereby accepts this Agree ment a ccording to its terms.
Dated at Tillsonburg , Ontario this l oK day of ~ ' 2021 .
IN WITNESS WHEREOF the Vendor has executed this A
Bu ye r 's Initi a ls f~ ~~.
We have authority to bind The Corporation
of the Town of Tills on burg.
SCHEDULE "A" -LEGAL DESCRIPTION OF THE PROPERTY
ALL AND SINGULAR that certain parcel or tract of land and premises situated, ly ing and being in
the Town of Tillsonburg 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 referen ce plan:
Buyer's Initials~
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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 wa ived 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 1nitia1sU ..
SCHEDULE "C" -EASEMENT
TERMS AND 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 constn1Gtin9, installin9 and maintaining all existin~ 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 municipal 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 will restore the areas of land upon which it has performed 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 described 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 include 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 floor
projections shall be specifically authorized and allowed to encroach upon the lands herein
described.
4. The Town'. by the acceptance and registration of the within easement, agrees to be bound by
the terms and provisions contained herein .
5. The burden and benefit of this easement shall run with the lands herein described and shall
extend to and be binding upon and enure to the benefit of the parties hereto and their respective
heirs, executors, administrators , su ccessors and assigns.
6. This is an easement in gross.
f.. ~\,-
Buver's Initials Sell er's Initials