2021-070 Schedule AAGREEMENT OF PURCHASE AND SALE (the "Agreement" or "APS")
BETWEEN:
THE CORPORATION OF THE TOWN OF TILLSONBURG
(the "Vendor")
-and-
SANDRA PAKE
(t he "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. North portion of Property bordering
Coyle Lane and Lot 263 -12.007 feet wide by 44.685 feet long.
3. The Purchase Price shall be paid as follows:
(a) Five Hundred Dollars ($500.00) deposit is payable by the Pu rch aser by certifi ed
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 Purchase r, the deposit shall be returned to th e
Purchaser; and
(b) th e balance of the Purchase Price , subject to adjustments, shall be paid to the Vendor
on th e Completion Date , by ce rtified cheque or bank draft.
SECTION II -PURCHASE OF PROPERTY
4. Irrevocable Date
(a) Thi s APS shall be irrevocable and open for acceptance by the Vendor until 6:00 p.m.
on t he 4th day of July, 2021 ("Acceptance"), and when accepted shall constitute a
binding co ntract of purchase and sale, otherwise th e APS shall be null and void and all
deposit monies paid shall be return ed to the Purchaser without deducti on .
(b) Acceptance s ha ll mean the date upon which the Mayor and Clerk of the Town of
Tillsonburg , o r such othe r persons as the Vendor may authorize from time to time,_ sign
a nd execute this APS subsequent to the requirement that the Council of The
Corporation of the Town of Till sonbu rg has passed a resolution o r by-law authorizing
and approving the sale of the Property to the Purchaser pursuant to the terms of this
APS.
(c) The parties agree and acknowledge th at negotiation of thi s APS is not a v d and
b in ~ agreement un ti l accepted by the Council of Th e Corporation of th_v own _of
Buyer's lnit ia~ Sell er's ln it i ~
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 T he Corporation of the
T own 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 Information
(a) The Vendor will produce and deliver to the Purchaser by July 6th, 2021 any documents,
reports or informati on 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 July 6th, 2021 regarding the condition of the Prop e rty
including , but not limited to, all existing physical co nditions of this Property,
environmenta l cond itions, fitness for any purpose, suitability for construction, soil
bearing capaci ty for any building proposed, and the avail ability of municipal services
and utilities necessary for the 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
li a biliti es on the Property. The Purchaser agrees to s ign a release and ind em nity in
favour of th e Vendor on or before closing with respect to matters set out in th e
preceding sen t ence . If the Purc haser is for any reason whatsoever dissatisfied with
th e Pr operty, it shall delive r written notice to th at effect to the Vendor by no la te r than
the time specified herein, and this Agreement shall be terminated and the deposit shall
be retu rn ed to th e Purchaser without interest or deduction . If the Vendor is notified
that the condition of the Property is not satisfactory, th en the Purchaser shall, prior to
receiving its deposit monies back and prior to being entitl ed to a full re lease from the
Vendor with resp ect to this Agreement, restore th e Property to its original condition as
it existed prior to such testing or inspection by the Purchaser, at the Purchaser's sole
expe nse . If th e Purchaser fails to deliver written notice to the Vendor within the tim e
specified herein regarding thi s condition , this cond ition s ha ll be deemed to have been
waived by th e Purchaser.
1 O. Other Conditions
(a) Thi s APS and completion of t hi s transaction is subject to the cond iti ons set out in
Schedul es "A" and "B".
11. Investig ati o n by the Purchaser
(a) Th e Purchaser acknowledges having inspected the Property prior to executin g
and,f;Ode rstands that upo n Acceptance by th e Vendor, and subj ect to any,,-
Bu yer's I niti a l ~ Sel ler's /~-f','---;~'-1.
herein, there shall be a binding agreement of purchase and sale between the Purchaser
and the Vendor. It shall be the Purchaser's responsib ility 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 reasonabl e
inspections.
12. Future Use
(a) The Vendor and the Pu rchaser agree that there is no condition , express or imp lied,
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,
the Purchaser shall provide to the Town of Tillsonburg a plan showing t he location of
the building(s) and outside storage, the front elevation of the buildi ng (s), the exterior
building materials, the landscaping treatment and the screening of ou tside sto rage. T h e
provisions of this paragraph shall survive closing.
14. Reasonable Assistance
(a ) Th e Vendor agrees to provide reasonable assistance and co-operation t o th e
Purchaser in obtaining the necessary approvals for the development of the Property
subject to the Purchaser's compliance with all relevant bui lding codes, by-laws, land
use controls , any other statutory requirements and pay ment of the fees provided for in
the Town of Tillsonburg's current fees by-law.
15. Development Covenants and Rest rictio ns
(a) The Property shall be subject to the develo pm ent co venants and rest ri ctio ns more
particularly set out in Schedule "D" attached to this APS , which shal l survive the
co mpleti o n of t his transact ion and run wi th the Property . T he dev elopment c oven ants
and rest ri cti on s shall be registered on title by the Vendor. In the event that the sa id
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. Prop e rt y Not fo r 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 th e Pro pe rty
(a) The Purchaser, its agents and contractors shall be pe rm itted to in spect t he Pro perty
a nd a ny building s as freq ue ntl y as is reasonabl y necessary b etwe en th e date of
Accepta nce and the Completi o n Date at reasonable t im es and up o n reasona ble noti ce
t o the V endo r.
18. In s urance
(a) Pe nd in g clos in g, th e Vend o r s hall ho ld a ll in s urance poli cies a nd th e proceeds t hereof
in trust f or th e parti es as th eir interest may app ea r a nd in th e event of da ma ge to t he
Pro pe rty. Th e Purc hase r may elec t to e ith er receive the pro ceeds of t he insu ra nce and
co mplet e th e purchase o r to ca nce l th e A PS a nd hav e all th e deposit monies paid to
th e Ven dor returned togeth e r w ith a ll interest earn ed th ereon w ith o ut d ed ucti o n .
SECTION V -COMPLETING THE TRANSACTION
19. Dee:4
Buye r's Initi a ls
(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 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 registrab le
description of the Property and any easements.
22. Letters and Reports from Officials of the Vendor
(a) On or before the requisition date, th e 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, ru les and regulations with
respect to the Property and any buildings located there on.
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 th e
Vendor and fo r any ease me nts or rights -of-way registered on t itl e 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 July 141h, 2021 to exami ne the titl e to th e Prope rty. If
on or before this date the Purchaser furnishes th e Vendor in writing with any valid
objections: to the title; to any undisclosed ou tstanding work orders; to undisclosed non-
compli ance with the municipal by-laws or covenants and restrictions which run with the
land and cannot be resolved before the Completion Date ; as to any objecti on of which
t he 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 intermediate acts or
negotiations, be terminated and the deposit shall be returned to the Purchaser without
deduction and the Vendor and th e Purchaser shall not be liable for any costs, damages,
compensation o r expenses .
24. V e nd or to Di scharge all Encumbrances
(a) Th e Vendor agrees to ob tain and regi ster at its own expe nse, on or before th e
Completion Dat e, a discharge of all liens , encumbrances, agreements and mortgages
now reg iste red again st the Property and not assum ed by the Purch ase r. The Vendor
further cove nants and agrees to d ischarge, on or befo re the Comp letion Date, any and
all li ens, c hatte l mortgages, assignments or a ny other security interest giv en by the
Vendor against its personal Property .
25 . Adju stments
(a) The Vendor agrees that all deposits, if a ny, held by the Vendor not including interest
th e reon shall be credited to the Purchaser in the Statement of Adjustments prepared
for the Completion Dat e.
(b) Any rents, mortgage, interest, taxes, local improvem en ts, water and assessment rates
sha ll be appo rtion ed and a llow ed to the Completion Date, the day itself to be
apportioned to th e Purchaser.
26. Delive rie s ~e Vendor To The Pu rchaser on C losing
Buyer's Initials#
(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;
(i i) 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 Purchase r;
(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
(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 (the "Act") and that the Purchase Price does not include HST. The Vendor shall
provide the Purchaser with its HST Business Number. Th e Purch aser shall pay to 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 it s 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 th e HST registration number;
(2) 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 wi th 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 Purchase r as agent, trustee or
otherwise on behalf of or for another person, and does not consti tute a
supp ly of re sidential complex made to an individua l for th e purpose of
paragraph 221 (2)(b) of the Act;
(4) an indemnity, indemnifying and saving harmless the Vendor from any
HST payabl e on this transaction and penalty and interest relating to
HST; and
(5) a notarial true copy of its HST registration confi rm ation .
SECTION VI -MISCELLANEOUS
28. Entire Agree me nt
(a) Th e re is no representation , w arra nty, collatera l agreement or co ndition aff ecting thi s
Agreem e nt of the Property oth e r th an expressed he rein.
Buyer's lniti a~ Seller's lniti r-r--1--~v
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 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 delivere d to:
The Corporation of th e 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 Broc k Street West
Tillsonburg , ON N4G 2A2
Fax: 519 -842-76 59
If mail ed, s uch notices mu st a lso be given by facsimi le tra ns miss ion o n the date it was
so mailed. If so given, such notices shall be deemed to have been received on the first
busi ness day following the date it was delivered or marked mai le d out.
33. Successors and Assigns
(a) Th e Purchaser shall be permitted to assign all of its right, titl e and interest in and to this
APS with the Vendor's written approvalJ. wh ich shall not be unreasonably withhe ld.l
including assignm ent to another corporation with the same shareholders as th e
Purchas e r. Subject to th e restriction s in th e preceding sentence, the Vendor agrees to
eng ross the Transfer/Deed of La nd as directed by the Purch ase o n the co mpleti o n Date
as the Purchaser may elect, and th e Vendor agrees to comp lete the transaction
conte mpl ated by this APS o n th e Completion Date with such assignee or nominee. Th e
Purchaser is re leased from a ll liability here unde r, if it assigns its interest in thi s APS .
This Agreement s ha ll be binding upon the parties hereto and th eir respective
successors and ass ign s .
34. Sc h e~~l es},y
Buye r 's ln itia~
(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 electronic
mail, and t hat 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 appl ication 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 be
valid and enforceable.
Buyer's I n iti al~
IN WITNESS WHEREOF the Purchaser has executed this Agreement:
Dated at~// S 01 6 Uf J, Ontario this ; 3 l1tday of ,~~ '2021.
**
Title:
Name:
Title:
I/We have authority to bind the Corporation.
The Vendor hereby accepts this Agreement according to its terms.
Dated at Tillsonburg , Ontario this ~day of :.J l.}.r--A-, 2021.
IN WITNESS WHEREOF the Vendor has executed this Agreement:
Buyer's lniti ~
~ ~
Clerk
We have authority to bind The Corporation
of the Town of T illsonburg.
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:
Buye r's lnitia~ Sell er's I ~
Buyer's Initial~