2021-072 Schedule APa g c I
AGREEMENT OF PURCHASE AND SALE (the "Agreement" or "APS")
BETWEEN:
THE CORPORATION OF THE TOWN OF TILLSONBURG
(the "Vendor")
-and-
CHRISTOPHER MELOCHE
(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
accord ing 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. Portion abutting East side of Lot 262
-12.007 feet wide by approximately 40 feet long.
3. The Purchase Pri ce shall be paid as fo ll ows:
(a) Five Hundred Dollars ($500.00) deposit is payable by the 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 th is 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) T his APS shall be irrevocable 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 purc hase and sale , otherwise the APS shall be null and void and all
deposit monies paid shall be returned to the Purchaser without deductio n.
(b ) Acceptance shall mean the date upon which the Mayor and Clerk of the Tow n of
Tillsonburg, or such other persons as the Vendor may auth o rize fro m time to time , sign
and execute this APS subsequent to the requirement that the Council of The
Corporation of the Town of T illsonburg has passed a resolution or by-l aw authorizing
and approving the sale of the Property to the Purchaser pursuant to the terms of this
APS .
(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 .X~
Buyer's Initials (Jlt/ Seller's lniti ~ I V
Tillsonburg. The Chief Administrative Officer of the T own 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 T own of Tillsonburg
until such time as this APS is authorized and approved by the Counci l of The
Corporation of the Town of Til lsonburg.
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. Deedff ransfer
(a) Th e Vendor agrees to deed or transfer the Pro pe rty 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
se ll the Property.
8 . Documents, Reports and Information
(a) Th e Vendor will produce and deliver to the Purchaser by July 6th, 2021 any documents,
reports or information in its possession in respect to the Property. The Purchaser
agrees to return all of the above doc umentation 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
th at it must satisfy itself by July 6th , 2021 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 const ruction , soil
bearing capacity for any building proposed, and the availabil ity of municipal services
and utilities necessary for the Purchaser's proposed use of the Property. The
Purchaser acknowl ed ges th at the Vendor shall not be responsible for any physical
deficiencies of the Property or for a ny past, present or future environm e ntal liabil iti es
and hereby waives any claims against the Vendor in respect of any environm ental
li abilities on the Prop e rty. The Purchaser ag rees to sign a release and indemnity in
favour of the Vendor on or before closing with res pect to matters set out in the
preceding sentence . If the Pu rchase r is for any reason whatsoever dissatisfied with
the Property, it shall deli ver writte n notice to th at effect to th e Vendor by no later than
th e tim e specified herein , and thi s Agreement shall be terminated and th e deposit shall
be return ed to the Purchaser without interest or deduction. If the Vendor is notified
that the condition of th e Property is not satisfactory, then th e Purchaser shall , prior to
rece iving its deposit mo ni es back and prior to be in g entitled to a full release from the
Vendor with respe ct to this Agreement, re store the Prope rty to its o riginal cond ition as
it existed prior to such testing or inspection by the Purchaser, at the Purchaser's sole
expense . If the Purchaser f ai ls to deliver written notice to th e Vendor within the tim e
specified herein regarding this co ndition , thi s cond iti o n s h a ll be deemed to have been
waived by th e Purchaser.
10. Other Conditions
(a) Thi s APS and completion of this transaction is subject to the conditi ons set out in
Sch edules "A" and "B".
11. Inv est igation by th e Purchaser
(a) The Purchaser acknowledges having in spected the Property prior to execut in g t
an2AY_!ldersta nd s that upon Acceptance by th e Vendor, and s ubj ect t o any ditions
Buyer's Initial s~ Sell e r's Initial.,_ ............ ___ _,,
herein, there shall be a binding agreement of purchase and sale between the Purchaser
and the Vendor. It shall be the Purchaser's responsib il ity 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 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 agrees and covenants that prior to the issuance of a building permit,
the Purchaser shall provide to the Town of Til lsonburg a plan showing the location of
the building (s) and outside storage , the front elevation of the building(s), the exterior
bui lding materials, the landscaping treatment and the screen ing 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 compliance with all relevant building codes, by-laws, land
use controls, any other statutory requirements and payment of the fees provided for in
th e Town of Tillsonburg's current fees by-law.
15. Development Covenants and Restri ct ions
(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
cov enants 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. Purchase r May In spect th e Prope rty
(a) The Purc haser, its agents and con tractors shall be permitted to inspect the Property
and any buildings as freq uently as is reasonab ly ne cessa ry between the date of
Acceptance and the Completion Date at reasonab le time s and upon reasonable notice
to the Vendor.
18. In surance
(a) Pending c los ing, the Vendor s hall ho ld a ll in s urance policies and th e proceeds thereof
in trust for the parties as their interest may appear and in the eve nt of damage to the
Property. The Purchaser may elect to eith er receive the proceeds of the in surance and
comp lete the purchase or to ca nce l th e APS and have all th e deposit monies paid to
the Vendor re turn ed together with a ll interest earn ed th ereon without deduction.
19. Deed/Transfer
Buyer's Initials tJl'1
SECTION V -COMPLETING THE TRANSACTION
(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 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 Tillsonbu rg
regarding the status of compliance with all codes, by-laws, rules and regulations with
respect to the Property and any buildings located thereo n.
23. Examination of Title
(a) Title to the Property shall be good and marketable and free from all encumb ra nces
except for any service easements or rights-of-way to be reserved in favou r of the
Vendo r and fo r any easements or rights-of-way registered on titl e a nd any minor
encroachments shown on the survey or Reference Plan delive red to the Purchaser.
Any required easement shall be in the form set out in Sch e dule "C ".
(b) The Purchaser is allowed until July 141h, 2021 to examine the titl e to the Property. If
on or before this date the Purchaser furnishes the Vendor in writing with any valid
objections: to t he title; to any undisclosed outstanding work orders; to undisclo sed non-
compliance with the municipal by-laws or covenants and re strictions which run with the
la nd and cannot be resolved before the Completion Date; as to any objection of which
th e 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 act s or
negotiations, be terminated and the deposit shall be returned to the Purchaser witho ut
deduction and the Vendor and the Purchaser s ha ll not be li able for any costs, damages,
compensation or expe nses .
24. Vendor to Discharge a ll En cu mbrances
(a) The Vendor agrees to obtain a nd register at its own expense , on or before the
Completion Date, a di scharge of all li e ns, encum bra nces, ag re ements and mortgages
now reg ist e red against th e Property and not assum ed by th e Purchaser. Th e Vendor
further coven a nts and agrees to discharge, on or before the Completion Date , any and
all liens, chattel mortgages, ass ignm e nts or any other security interest given by the
Vendor against its personal Property .
25. Adjustm ents
(a) The Vendor agrees that all deposits, if any, held by the Vendor not including interest
thereon s ha ll be c red ited to the Purchaser in the Statement of Adjustments prepared
for the Completion Date.
(b) Any re nts, mortgage, interest, taxes, local improvements, water and assessment rates
shall be apportioned a nd a ll owed to the Completion Date, the day itse lf to be
apportio ned to the Purc haser.
26 . Deliveries .»~.Jpe Vendor T o The Purc haser o n C losing
Buyer's Initial s~ Seller's Init ial~
(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 th is
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 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 Purchase r with its HST Business Numbe r. The Purchaser shall pay to t h e
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 nomine e , or
its assignee , provides:
(i ) a certificate on or before the Completion Date containing a representation and
w a rranty 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 w ill self-assess the HST on its GST/HST return or f ile the presc ribed
form pursuant to subsection 228 (4 ) of th e Act in co nnection w ith the
purchase of th e Property;
(3) the Pro perty transferred purs uant to this APS is being purchased by th e
Purc haser, or its no minee or assignee, as principal for its own account
and is not b e ing purc hased by th e Purc has er as agent, tru stee o r
otherwi se o n behalf of o r for a noth e r person, a nd d oes not con s titute a
supply of residential compl ex made to a n individua l for th e pu rpose of
pa ragraph 221 (2 )(b) of t he Act;
(4) an indemnity, indemnifying and s aving harml ess the V endo r from a ny
HST paya ble o n th is transac ti o n and p enalty and interest re latin g t o
HST; and
(5) a n otari a l tru e copy of its HST re gistrati o n co nfirm ati o n.
SECTION VI -MISCELLANEOUS
28 . Entire A g reem e nt
(a ) Th e re is no represe nta ti o n, warra nt y , coll a t era l agree m ent or co ndition affecting this
Ag reem e nt of t he P roperty oth er t h an expressed herei n.
Buyer's Initial s rf;1
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) T ime 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 delivered to:
Th e Corporation of the Town of Tillsonburg
ATTENTION: Development Commissioner
204-2 00 Broadway
Til lsonburg , ON N4G 5A7
Fax: 519 -842 -9431
Solicitors for the Purchaser:
Mandryk, Morgan & Vervaeke Associates at Law
ATTENTION: James R. Morgan
40 Brock Street West
Tillsonburg, ON N4G 2A2
Fax: 519-842-7659
If mailed, suc h notices must also b e given by facsimil e transmission on th e date it was
so mailed. If so given, such notices s hall be deemed to have been rece ived on the fi rst
business day fo ll owing the date it was delivered or marked mailed out.
33. Successors and Assig ns
(a) Th e Purchaser shall be permitted to assign a ll of its right, title and interest in and to this
APS with the Ve ndor's written approvall. which shall not be unreasonably withheldl.
includ in g assignment to another corporati on with th e same shareholders as the
Purchas e r. Subject to the restrictions in th e prece ding sen t enc e, th e Ve ndor agrees to
engross the Tra nsfer/Deed of Land as directed by the Purc hase on the completion Date
as the Purchaser may elect, a nd the Vendor agrees to complete the transaction
contemp lated by this APS o n th e Comp leti on Date with such assignee or nominee. The
Purchaser is released from a ll liability he reunder, if it assigns its inte rest in this APS.
Thi s Agreement shall be binding upon the parties he reto and th ei r re spective
suc cessors and assig ns.
3 4. Sc h edule~
Buyer's Initials __ _
(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 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 wh ich 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 application thereof to other circumstances , shall not be affected, and shall be
val id and enforceable .
Buyer's Initial s~ Selle r's lniti~
IN WITNESS WHEREOF the Purchaser has executed this Agreement:
Dated at J;,ffeor h~'j , Ontario this LL/1t.. day of J"', e , 2021.
** Per ~~
Name: }1hristogtier Meloche
Title: f/ ld c It o. 5' er
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 _ll-day of :-SLA-'-"2021.
IN WITNESS WHEREOF the Vendor has executed this Agreement:
Buyer's Init ia ls tJl/J
/
~ Michelle Smibert
Clerk
We have authority to bind Th e Corporation
of the Town of Tillsonburg.
Sell er's Initial~/~
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 ref erence
plan:
Buyer's Initi als ~
Buyer's Initials tfJ;1 Se ller's Initial#