2022-033 Schedule AF'CP 2021 113
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE
MINISTER OF GOVERNMENT AND CONSUMER SERVICES
as "Vendor"
and
THE CORPORATION OF THE TOWN OF TILLSONBURG
as "Purchaser"
TRANSFER AGREEMENT FOR FORFEITED CORPORATE PROPERTY
(RELIEF FROM FORFEITURE)
10 APS Template for Relief from forfeiture -November 2020
TABLE OF CONTENTS
SECTION1 DEFINITIONS.........................................................................................................1
SECTION 2 AGREEMENT OF PURCHASE AND SALE............................................................3
SECTION 3 PAYMENT OF PURCHASE PRICE........................................................................3
SECTION 4 HARMONIZED SALES TAX...................................................................................3
SECTION 5 "AS IS WHERE, IS", PURCIIASER'S INDEMNITY................................................4
SECTION 6 VENDOR'S CONDITIONS/ SALE APPROVAL.......................................................6
SECTION7 RISK.......................................................................................................................6
SECTION 8 ABORIGINAL CLAIMS..........................................................................................6
SECTION 9 VENDOR'S WARRANTIES, REPRESENTATIONS AND COVENANTS.................7
SECTION 10 PURCHASER'S WARRANTIES, REPRESENTATIONS AND COVENANTS ........7
SECTION 11 PREPARATION OF TRANSFER/DEED DOCUMENTS AND FEES/COSTS .........8
SECTION 12 ELECTRONIC REGISTI;tATION..........................................................................8
SECTION 13 CLOSING DELIVERABLES..................................................................................8
SECTION14 NOTICE................................................................................................................9
SECTION 15 GENERAL...........................................................................................................10
SECTION 16 FREEDOM OFINFORMATIONAND PROTECTION OF PRIVACYACTAND
OPENDATA.............................................................................................................................10
SECTION 17 ACCEPTANCE PERIOD.....................................................................................11
10 APS Template for Relief from Forfeiture —november 2020
TRANSFER AGREEMENT FOR FORFEI'T'ED CORPORATE PROPERTY
BETWEEN:
HER MAJESTY TILE QUEEN IN RIGHT OF ONTARIO
AS REPRESENTED BV THE MINISTER OF GOVERNMENT AND
CONSUMER SERVICES
(hereinafter collectively called the "Vendor")
- and -
THE CORPORATION OF THE TOWN OF TTLLSONBURG
(hereinafter called the "Purchaser")
OF THE FIRST PART
OF THE SECOND PART
RECITALS:
A. The registered owner of the "Lands" as defined in Section 1.01(q) of this Agreement is 1115572
Ontario Inc. (the "Corporation'), pursuant to a Transfer registered as Instrument No. LT62615
on May 31, 1996 with respect to the Lands.
B. The Corporation was incorporated on January 27, 1995 and dissolved effective November 17,
2008,
C. Upon the dissolution of the Corporation, all remaining property of the Corporation became
forfeited Corporate Property, as defined in Section 1.01 (n) of this Agreement, and was forfeited
to and immediately vested in the Crown by operation of'Section 244 (1) of the Business
Corporations Act.
D. The Purchaser submitted to the Vendor an application for relief from forfeiture (the "Relief
Application") in accordance with Section 26(l) of the forfeited Corporate Property Act, 2015.
E. Pursuant to Section 26(1) of the forfeited Corporate Properly Act, 2015, the Vendor has agreed
to transfer the Forfeited Corporate Property to the Purchaser and the Purchaser has agreed to
accept the Forfeited Corporate Property from the Vendor on the terms and conditions hereinafter
set forth.
NOW THEREFORE in consideration of the mutual covenants hereinafter set forth and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
SECTION 1
DEFINITIONS
1.01 Definitions
Unless the context expressly or by necessary implication indicates a contrary meaning, the terms
defined in this Section 1.01 for all purposes of this Agreement, shall have the meanings set out below:
(a) "Affiliate" has the meaning set out in the Business Corporations Act, R.S.O. 1990, c.B.
16.
(b) "Agreement' means collectively, this agreement of purchase and sale, all Schedules
attached hereto and every properly executed instrument which by its terms amends,
modifies or supplements this Agreement.
10 APS Template for Relief from Forfeiture -November 2020
- I -
(c) "Applicable Laws" means, collectively, all statutes, laws, by-laws, regulations,
ordinances and orders of any governmental Authority, including without limitation all
Land Use Regulations.
(d) "As is Where Is" has the meaning ascribed to it in Section 5.01.
(e) "Authority" means any governmental or quasi -governmental authority, regulatory
authority, government ministry or department, agency, commission, board, tribunal, body
or department, or any court, whether federal, provincial or municipal, having jurisdiction
over the forfeited Corporate Property, or the use thereof.
(t) "Buildings" means, individually or collectively, as the context requires, all buildings,
structures and fixed improvements located on, upon or under the Lands, and all
improvements and fixtures of the Vendor contained in, upon or on such buildings and
structures which are used in the operation of same, but excluding all buildings, structures,
fixtures and improvements which are not owned by the Vendor, and "Building" means
any one of the Buildings.
(g) "Business Day" means any day on which the Government of Ontario normally conducts
business.
(h) "Closing" means the closing of the Transaction, including without limitation the payment
of the Purchase Price and the delivery of the closing documents in accordance with the
provisions of this Agreement.
(i) "Closing Date" means the day which is fifteen (15) Business Days next following the
Date of Acceptance, or such earlier date that the Purchaser and Vendor may agree to in
writing.
(j} "Contaminant' has, ror the purposes ofthis Agreement, the same meaning as that
contained in the E-nvironmenial Protection Act, R.S.O. 1990, c. E. as amended, and
shall include the requirements of any and all guidelines and/or policies issued by the
Ontario Ministry of the Environment, Conservation and Parks and/or the Ministry of
Labour.
(k) "Crowd' means "Her Majesty the Queen in right of Ontario' and includes, for the
purposes of any exculpatory clause, release or indemnity included in this Agreement in
favour of the Crown, any Ministers, Deputy Ministers, agencies, representatives,
servants, employees, agents, delegates, appointees, invitees, otTcials, contractors and
licensees of Her Majesty the Queen in right of Ontario and their officers and directors,
brokers, service provider(s) and any other entity over whom the Crown may reasonably
be expected to exercise control.
(1) "Date of Acceptance" means the date the Vendor approves and accepts this Agreement.
(m) "Environmental Lav" means, collectively, all Applicable Laws and agreements with
governmental Authorities and all other applicable federal and provincial statutes,
municipal and local laws, common law and deed restrictions, all by-laws, regulations,
codes, licences, permits, orders, directives, guidelines, decisions rendered by any
governmental Authority relating to the protection of the environment, natural resources,
public health, occupational health and safety or the manufacture, processing, distribution,
use, treatment, storage, disposal, packaging, transport, handling, containment, clean-up or
other remediation or corrective action of any Hazardous Substance, and all authorizations
issued pursuant to such Applicable Laws, agreements or statutory requirements.
(n) "Forfeited Corporate Property" means the interest held by the Corporation in the
Lands, prior to dissolution, which subsequently forfeited to the Crown.
(o) "hazardous Substance" includes, but is not limited to any hazardous or toxic chemical,
waste, by-product, pollutant, compound, product or substance, including without
limitation, any Contaminant, asbestos, polychlorinated biphenyls, petroleum and its
derivatives, by-products or other hydrocarbons and any other liquid, solid or gaseous
material the exposure to, or manufacture, possession, presence, use, generation, storage,
transportation, treatment, release, disposal, abatement, cleanup, removal, remediation or
handling of, which is prohibited, controlled or regulated by any and is defined in or
pursuant to any Environmental Law.
10 APS Template for Relief from Forfeiture -November 2020
-3-
(p) "MST" has the meaning ascribed to it in Section 4.01 of this Agreement.
(q) "Lands" means the land(s) described in Schedule A.
(r) "Land Use Regulations" means collectively, any land use policies, regulations, by-laws,
or plans of any Authority that apply to the use of the Forfbited Corporate Property,
including the existing Official Plans, zoning by-laws and zoning orders.
(s) "Land Transfer Tax Affidavit" has the meaning ascribed to it in Section 11.01.
(t) "OILC" means Ontario Infrastructure and Lands Corporation.
(u) "Open Data" means data that is required to be released to the public pursuant to the
Open Data Directive.
(v) "Open Data Directive" means the Management Board of Cabinet's Open Data Directive
updated on April 29, 2016, as amended from time to time.
(w) "Purchase Price" means the total amount as set out in Section 2.01 that shall be paid by
the Purchaser to the Vendor for the Forfeited Corporate Property, exclusive of HST.
(x) "Sale Approval" means the necessary internal governmental approvals required to
dispose of the Forfeited Corporate Property.
(y) "Transaction" means, collectively, the purchase and sale ofthe Forfbited Corporate
Property provided for in this Agreement and all other matters contemplated in this
Agreement.
(z) "Vendor" means Her Majesty the Queen in right of Ontario as represented by the
Minister of Government and Consumer Services and includes, for the purpose of any
exculpatory clause, release or indemnity included in this Agreement in favour of the
Vendor, OILC, any ministries, agencies, its representatives, servants, employees,
delegates, appointees, agents, invitees, officers, directors, contractors and licensees of
Her Majesty the Queen in right of Ontario and OILC and their brokers, service
provider(s) and any other entity or person over whom the Vendor or OILC may
reasonably be expected to exercise control.
All references to a statute or regulation include all amendments, re-enactments or replacements of
the statute or regulation. All references to a government ministry, minister, board or tribunal shall
be interpreted to include its predecessor or successor, where applicable as determined by the
Vendor.
SECTION 2
AGREEMENT OF PURCHASE AND SALT:
2.01 The Vendor agrees to transfer and assign to the Purchaser the Forfbited Corporate Property and
the Purchaser agrees to accept the Forfeited Corporate Property from the Vendor for the Purchase
Price of'fwo (52.00) Dollars that shall be paid by the Purchaser to the Vendor for the Forfeited
Corporate Property, exclusive of IJST, on the Closing Date.
SECTION 3
PAYMENT OF PURCHASE PRICE
3.01 On Closing, the Purchase Price shall be paid prior to 3:00 p.m. (Toronto time) on the Closing
Date, by the Purchaser to the Vendor, by way of certified cheque or bank drall made payable to
the "Minister of Finance".
3.02 This Agreement shall be completed on the Closing Date at the offices of OILC.
SECTION 4
HARMONIZED SALES TAX
4.01 The Purchase Price of the Forfeited Corporate Property does not include the Harmonized Sales
Tax ("HST") payable by the Purchaser in respect of the purchase of the Forfeited Corporate
10 APS Template for Relief from Forfeiture -November 2020
-4 -
Property pursuant to the Excise !ax Act, R.S.C. 1985, c. E.15 (Canada) (the "ETA"). Subject to
Section 4.02, the Purchaser agrees to pay to the Vendor, on the Closing Date, as a condition of
completion of this Transaction by certified cheque or bank draft, all HST payable as a result of
this Transaction in accordance with the ETA.
4.02 Notwithstanding Section 4.01 above, the Vendor shall not collect HST from the Purchaser in this
Transaction if, on Closing:
(a) the Purchaser is registered under the I -TA;
(b) provides to the Vendor with the Certificate and Indemnity re HST,
failing which the Purchaser shall pay to the Vendor on Closing the HST payable by the Purchaser
with respect to this Transaction and the Vendor shall remit such HST to the appropriate Authority
in accordance with the ETA.
4.03 The Purchaser's obligations under this Section 4 shall survive and not merge on Closing.
SECTION 5
"AS IS WHERE IS",
PURCIIASER'S INDEMNITY
5.01 The Purchaser hereby acknowledges and agrees that it accepts the Forfeited Corporate Property in
an "As Is Where Is" condition, which means the physical condition, state of repair and
environmental condition of the Forfeited Corporate Property, including, without limitation, the
state of title, any non-compliance with Environmental Law or the existence of any Hazardous
Substance in, on or under the Lands, the Buildings or any structure or paved surface or in any
environmental medium (including, but not limited to, the soil, groundwater, or soil vapour on or
under, or emanating from or on to the Forfeited Corporate Property) existing as of the Closing
Date.
5.02 In agreeing to purchase the Forfeited Corporate Property, on an As Is Where Is basis, the
Purchaser acknowledges and agrees that:
(a) the Vendor shall have no obligations or responsibility to the Purchaser after Closing with
respect to any matter relating to the Forfeited Corporate Property or the condition thereof:
The provisions of Sections 5.01 and 5.02 shall survive and not merge on Closing.
5.03 As an inducement to, and as further consideration for, the Vendor agreeing to transfer the
Forfeited Corporate Property to the Purchaser upon the terms and conditions set forth in this
Agreement, the Purchaser covenants and agrees that, effective as of the Closing Date, the
Purchaser shall:
(a) forever release and covenant not to sue the Vendor and its affiliates, subsidiaries, related
legal entities, employees, directors, officers, appointees and agents with respect to
anything in connection with, arising from or in any way related to:
(i) the state and quality of title;
(ii) any outstanding arrears of taxes, utilities, common expenses (if applicable) or
other monies owing in relation to the Forfeited Corporate Property; and
(iii) the condition of the soil, subsoil, ground and surface water, or any other
environmental matters, the condition of the Lands, suitability for development,
physical characteristics, profitability, or any other matters in relation to the
Forfeited Corporate Property whatsoever, including, without limitation,
compliance with Environmental Law, the existence of any Hazardous Substances
in, on, under, or emanating from or onto the Forfeited Corporate Property,
regardless of whether such environmental conditions or the presence of
Hazardous Substances is known or unknown by the Purchaser. The foregoing
release and covenant not to sue shall apply to all claims at law or in equity,
including, but not limited to, claims or causes of action for personal injury or
death, property damage, statutory claims under Environmental Laws and claims
for contribution and shall survive and not merge on Closing.
10 APS Template for Relief from Forfeiture —November 2020
-5-
(b) be responsible for, and hereby agree to indemnify, defend and save harmless the Vendor
from, any and all costs whatsoever (including, without limitation, legal, consultant and
witness costs and fees), claims, demands, actions, prosecutions, administrative hearings,
fines, losses, damages, penalties, judgments, awards (including awards of costs) and
liabilities (including sums paid in settlement of claims) in connection with, arising from
or in any way related to the following, without limitation:
(i) the state of repair or the condition of the Forfeited Corporate Property;
(ii) the state and quality of title, occupancy and current use of the Forfeited
Corporate Property;
(iii) any non-compliance with Environmental Law or the existence ofHazardous
Substances in, on or under the Lands, the Buildings or any structure or paved
surface, or in any environmental medium (including, but not limited to, the soil,
groundwater, or soil vapour on or under, or emanating from or onto the Forfeited
Corporate Property);
(iv) any order issued by an Authority in connection with the condition ol'the
Forfeited Corporate Property; or
(v) any loss, damage, or injury caused either directly or indirectly as a result ofthe
condition of the Forfeited Corporate Property.
Without limiting the generality of the foregoing, this indemnification shall
specifically extend to include and cover costs incurred in connection with any
claim for personal injury, death, property damage, investigation of site
conditions, any clean-up, remedial, removal, monitoring or restoration work
required by any Authority because of any non-compliance with Environmental
Law or the existence of any Hazardous Substances on the Forfeited Corporate
Property.
5.04 The Purchaser agrees to execute and deliver to the Vendor at the time of Closing an
Acknowledgement, Release and Indemnity, in the form attached hereto as Schedule schedule C,
whereby the Purchaser shall reaffirm the release, covenant not to sue and indemnifications
regarding the condition of the Forfeited Corporate Property and environmental matters set forth in
this Section 5. Notwithstanding the foregoing, the release, covenant not to sue and
indemnifications set forth in this Section 5 shall become effective and enforceable automatically
upon the registration of the Transfer/Deed of Land in respect of the Forfeited Corporate Property
in favour of the Purchaser, and the Purchaser shall be bound by them, regardless of whether or
not the Purchaser executes any separate instrument at the time of Closing.
5.05 This Section 5 shall not merge but shall survive the Closing Date and shall be a continuing
obligation of the Purchaser.
SECTION 6
VENDOR'S CONDITIONS/ SALE APPROVAL
6.01 The obligation of the Vendor to complete the Transaction is conditional upon fulfillment of each
ofthe following conditions on or before the Closing Date or any earlier date or time specified in
this Agreement:
(a) the Vendor shall have obtained Sale Approval;
(b) all of the terms, covenants and conditions of this Agreement to be complied with or
performed by the Purchaser shall have been complied with or performed in all material
respects at the times contemplated in this Agreement;
(c) the representations and warranties of the Purchaser set forth in this Agreement shall be
true and accurate in all material respects as il'made as of the Closing Date; and
(d) all documents and deliveries required to be executed and/or delivered by the Purchaser
shall have been executed and delivered to the Vendor in accordance with this Agreement.
10 APS Template for Relief from Forfeiture —November 2020
-6-
6.02 The conditions set forth in Section 6.01 are for the sole benefit of the Vendor and may be waived
in whole or in part by the Vendor, or by its solicitors on its behalf, in the sole and absolute
discretion of the Vendor by notice to the Purchaser. The conditions are conditions precedent to
the obligation of the Vendor to complete this Agreement on the Closing Date.
6.03 If a condition set forth in Section 6.01 is not fulfilled within the applicable time period, if any,
and the Vendor fails to notify the Purchaser or the Purchaser's solicitors that such condition has
been waived or the time period for compliance has been extended within the applicable time
period allowed, if any (save and except for any condition which is to be satisfied on the Closing
in connection with which it is hereby agreed that upon successful completion of the Transaction,
such condition shall be deemed to have been satisfied), at the Vendor's sole option, this
Agreement shall be null and void, notwithstanding any intermediate act or negotiations, and (i) in
the event the Agreement is terminated as a result of the non -fulfilment of the condition set forth
in Section 6.01(a), neither the Vendor nor the Purchaser shall be liable to the other for any loss,
costs or damages.
SECTION 7
RISK
7.01 From and including the Closing Date, the Forfeited Corporate Property shall be entirely at the risk
of the Purchaser and the Purchaser shall accept and assume any and all responsibilities and
liabilities arising out of or in any way connected with the Forfeited Corporate Property whether
they arose before, on or after the Closing Date and, without being limited by the foregoing,
include any state, nature, quality or condition in, on, under or near the Forfeited Corporate
Property existing as of the Closing Date, whenever and however arising, whether known or
unknown and whether environmental or otherwise, and whether such responsibilities and
liabilities are imposed by law, equity or any Authority.
7.02 On or before Closing, the Purchaser will execute and deliver an Acknowledgement, Release and
Indemnity, in the form attached hereto as schedule C, accepting, assuming and indemnifying the
Vendor with respect to, inter alfa, all such matters referred to in this Section 7.
SECTION 8
ABORIGINAL CLAIMS
8.01 Notwithstanding any other provision of this Agreement, ifat any time prior to the Closing Date
the Vendor receives notification or otherwise becomes aware of any claim or potential claim
whatsoever for an interest in respect of the Forfeited Corporate Property, by any First Nation or
other aboriginal group or individual, in relation to any constitutional right, treaty right, land
claim, surrender agreement or consultation right, including, without limitation, an interest in the
title to the Forfeited Corporate Property, a right to the use of the whole or any part of the
Forfeited Corporate Property, a restriction on the use ofthe Forfeited Corporate Property or any
part thereof for any purpose, a restriction on access to the Forfeited Corporate Property or any
part thereof, a claim for compensation, arising out of any interest or claimed interest in the
Forfeited Corporate Property or a right of consultation in relation to the Forfeited Corporate
Property, then the Vendor may at its option and in its sole and unfettered discretion extend the
Closing Date for at least an additional thirty (30) days (the "Initial Extension Period") by notice
in writing to Purchaser during which time the Vendor shall:
(a) determine in its sole and unfettered discretion if such claim, potential claim or interest is
capable of being satisfied or whether appropriate releases can be obtained from all
interested parties to enable the Vendor to complete the sale of the Forfeited Corporate
Property to the Purchaser by the Closing Date free and clear of any such claim, potential
claim or interest;
(b) enter into arrangements which enable the Vendor to satisfy such claim, potential claim or
interest or obtain such releases as appropriate from all interested parties in order to
complete the sale of the Forfeited Corporate Property in accordance with Section 8.02(a),
for which purpose it may extend the Closing Date up to (but no more than) three times,
for a further thirty (30) days each (for a maximum of ninety (90) days in the aggregate)
(collectively, the "Further Extension Period"); or
10 APS Template for Relief from Forfeiture —November 2020
-7-
(c) within the Initial Extension Period or at any time within the Further Extension Period,
have the right to terminate this Agreement by written notice to the Purchaser in which
case the Agreement shall be null and void and of no further force and effect and neither
party shall be further liable to the other pursuant to this Agreement.
8.02 If at any time prior to Closing, the Vendor receives instruction, notification or otherwise becomes
aware of any requirements imposed by or from an Authority not otherwise contemplated in this
Section 8 and with which the Vendor must comply as a condition of completing the Transaction,
then the Vendor may at its option and in its sole and unfettered discretion extend the Closing Date
up to three (3) times for a period of thirty (30) days each time (maximum ninety (90) days) by
notice in writing to Purchaser during which time the Vendor shall:
(a) determine in its sole and unfettered discretion if such requirement can be satisfied so as to
enable the Vendor to complete the sale of the Forfeited Corporate Property to the
Purchaser by the Closing Date; or
(b) have the right, with or without a determination pursuant to subsection (a) above, to
terminate this Agreement by written notice to the Purchaser in which case the Agreement
shall be null and void and of no further force and effect and neither party shall be further
liable to the other pursuant to this Agreement.
SECTION 9
VENDOR'S WARRANTIES, REPRESENTATIONS AND COVENANTS
9.01 The Vendor warrants and represents to the Purchaser that the Vendor is not a non-resident of
Canada within the meaning and intended purpose of Section 116 of the Income Tax Act, R.S.C.
1985, c.1 (51°' Supp.).
9.02 Any information provided by the Vendor or its agents and any comments made by the Vendor, its
employees, officers, directors, appointees, agents or consultants are for the assistance of the
Purchaser in allowing it to make its own inquiries. The Vendor makes no representations or
warranties as to, and takes no responsibility for, the accuracy or completeness of any information
it has provided to the Purchaser.
SECTION 10
PURCHASER'S WARRANTIES, REPRESENTATIONS AND COVENANTS
10.01 The Purchaser warrants and represents to the Vendor that the Purchaser does not have a conflict
of interest with the Vendor. The Purchaser agrees to provide a Statutory Declaration in the form
attached hereto as Schedule D at the time of execution by the Purchaser of this Agreement. The
Purchaser acknowledges that if the information upon which the Statutory Declaration was
provided changes, the Purchaser shall inform the Vendor of such change up to and including the
Closing Date.
10.02 As of the Closing Date, the Purchaser shall assume and be responsible as owner for the
management and administration of the Forfeited Corporate Property and the Vendor shall have no
further responsibility.
10.03 On the Closing Date, the Purchaser will execute and deliver an Acknowledgement, Release and
Indemnity in the form attached hereto as schedule C, accepting, assuming, releasing and
indemnifying the Vendor with respect to, ineer alga, all such matters referred to in this Section 10.
10.04 The Purchaser shall not assign or register this Agreement, or any assignment of this Agreement,
or any part of either, or register a caution in relation thereto, or direct title to the Forfeited
Corporate Property.
10 APS Template for Relief from Forfeiture —November 2020
_g_
SECTION 11
PREPARATION OF TRANSFER/DEED DOCUMENTS AND FEES/COS'T'S
11.01 The Transfer/Deed of the Land will be prepared by the Vendor, except for the Affidavit of
Residence and Value of the Consideration ("Land 'Transfer Tax Affidavit"), which will be
prepared by the Purchaser. The Purchaser acknowledges that the Vendor will not be signing the
Planning Act statements in the Transfer/Deed of Land.
11.02 The Purchaser shall pay its own legal costs and registration costs. The Purchaser shall be
responsible for the payment of Land Transfer Tax and registration fees and any other taxes and
fees payable in connection with the registration of the transfer/deed of the Forfeited Corporate
Property.
SECTION 12
ELECTRONIC REGISTRATION
12.01 Where the Forfeited Corporate Property is in an area where electronic registration is mandatory
and the Transaction will be completed by electronic registration pursuant to Part II I of the hand
Registration Reform Act, R.S.O. 1990, c. LA, and the Electronic Registration Act, S.O. 1991,
c.44, and any amendments thereto, the Vendor and Purchaser acknowledge and agree that the
exchange of closing funds, non -registrable documents and other closing deliverables provided for
herein and the release thereof to the Vendor and Purchaser will:
(a) not occur at the same time as the registration of the transfer/deed (and any other
documents intended to be registered in connection with the completion of this
Transaction); and
(b) be subject to conditions whereby the lawyer(s) receiving any of' the closing deliverables
will be required to hold same in escrow and not release same except in accordance with
the terms of the latest Document Registration Agreement recommended from time to
time by the Law Society of Ontario.
SECTION 13
CLOSING DELIVERABLES
13.01 Subject to the provisions of this Agreement, the Vendor covenants that it shall execute or cause to
be executed and shall deliver or cause to be delivered to the Purchaser or the Purchaser's
solicitors on or before the Closing Date, each of the following:
(a) the Forfeited Corporate Property, as described in Section 2.0 1, in an As Is Where Is
condition;
(b) an executed Transfer/Deed of Land in registrable form duly executed by the Vendor in
favour of the Purchaser (save for any Land Transfer Tax Affidavit);
(c) a direction regarding the payment of funds;
(d) such other deeds, conveyances and other documents contemplated in this Agreement or
as the Purchaser or its solicitors may reasonably require in order to implement the intent
of this Agreement.
13.02 Subject to the provisions of this Agreement, the Purchaser shall execute or cause to be executed
and shall deliver or cause to be delivered to the Vendor or the Vendor's Solicitors on or before
the Closing Date:
(a) a certified cheque or bank draft made payable to "Minister of Finance" for the Purchase
Price;
(b) a direction as to title, if necessary;
(c) HST Declaration and Indemnity, as contemplated in Section 4, if applicable;
10 APS Template for Relief from Forfeiture —November 2020
-9-
(d) an updated Statutory Declaration in the form set out in Schedule B is required in the
event that there have been any changes to the information contained in the Statutory
Declaration provided to the Vendor prior to the date of execution of this Agreement
pursuant to Section 10.01;
(e) an Acknowledgement, Release and Indemnity, in the form attached hereto as Schedule C;
(f) such other deeds, conveyances, resolutions and other documents as the Vendor or its
solicitors may reasonably require in order to implement the intent of this Agreement.
SECTION 14
NOTICE
14.01 Any notice under this Agreement is sufficiently given if delivered personally or if sent by
ordinary prepaid mail or prepaid courier or electronic facsimile machine (including e-mail)
addressed to the Purchaser at:
The Corporation of the Town of Tillsonburg
Unit 204, 200 Broadway Street
Tillsonburg, ON N4G 5A7
Telephone: (519)-688-3009
Email: msmibert@tillsonburg.ca
and to the Purchaser's Solicitors at:
Duncan, Linton LLP
45 Erb Street East
Waterloo, ON N2J 11-7
Attention: Adrian L. Rosu
Telephone: (519)-886-3340
Email: adrian@kwlaw.net
and to the Vendor at:
Ministry of Government and Consumer Services
Realty Management Branch
777 Bay Street, Suite 425
Toronto, ON M5G 2E5
Attention: Manager, Portfolio Performance
Email: forfeitedcorporateproperty@ontario.ca
And:
c/o Ontario Infrastructure Lands Corporation
Real Estate Transactions
1 Dundas Street West, Suite 2000
Toronto, ON M5G 1Z3
Attention: Vice President, Real Estate Transactions
Facsimile: (416)-327-1906
or at such other addresses as the Vendor and the Purchaser may designate from time to time. Any
such notice shall be conclusively deemed to have been given and received upon the same day if
personally delivered or sent by facsimile or email, or, if mailed, three (3) Business Days after the
same is mailed. Any party may, at any time by notice given in writing to the other party, change
the address for service of notice on it.
10 APS Template for Relief from Forfeiture —November 2020
- l0 -
SECTION 15
GENERAL
15.01 Time shall in all respects be of the essence of this Agreement, provided that the time for doing or
completing any matter provided for in this Agreement may be extended or abridged by an
agreement in writing, signed by the Vendor and the Purchaser or by an agreement between their
respective solicitors who are hereby expressly authorized in this regard. If anything in this
Agreement is to be done on a day which is not a Business Day, the same shall be done on the next
succeeding Business Day.
15.02 This Agreement shall be binding upon, and enure to the benefit of, the Vendor and the Purchaser
and their respective successors and permitted assigns. The Vendor and the Purchaser
acknowledge and agree that the representations, covenants, agreements, rights and obligations of
the Vendor and the Purchaser under this Agreement shall not merge on the completion of this
Transaction, but shall survive completion and remain in full force and effect and be binding upon
the parties, save and except as may be otherwise expressly provided for in this Agreement.
15.03 Whenever the singular is used in this Agreement, it shall mean and include the plural and
whenever the masculine gender is used in this Agreement it shall mean and include the feminine
gender if the context so requires.
15.04 This Agreement constitutes the entire agreement between the parties and there is no
representation, warranty, collateral agreement or condition affecting this Agreement or the
Forfeited Corporate Property, except as specifically set forth in this Agreement. This Agreement
may not be modified or amended except by an instrument in writing signed by the parties hereto
or by their solicitors.
15.05 This Agreement and the rights and obligations of the Vendor and the Purchaser shall be
determined in accordance with the laws of the Province of Ontario.
15.06 Wherever this Agreement makes reference to a requirement for the consent or approval of the
Vendor, such consent must be prior written consent and may be arbitrarily and unreasonably
withheld in the sole and absolute discretion of the Vendor.
15.07 No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provision (whether or not similar) nor shall any waiver constitute a continuing
waiver unless otherwise expressed or provided.
15.08 1 f any provision of this Agreement or part thereof or the application thereof to any person or
circumstance, to any extent, shall be determined to be invalid or unenforceable, the remainder of
this Agreement or the application of such provisions or part thereof to any person, party or
circumstance other than those to which it is held invalid or unenforceable shall not be affected
thereby. Each covenant, obligation and agreement in this Agreement shall be separately valid and
enforceable to the fullest extent permitted by law.
15.09 Each of the parties hereto shall from time to time hereafter and upon any reasonable request of
the other and in such form as may be satisfactory to both parties hereunder, execute and deliver,
make or cause to be made all such further acts, deeds, assurances and things as may be required
or necessary to more effectually implement and carry out the true intent and meaning of this
Agreement.
SECTION 16
FREEDOM OFINFORMATIONAND PROTECTION OFPRIVACYACT AND OPEN DATA
16.01 The Purchaser acknowledges that this Agreement and any information or documents that are
provided to the Vendor may be released pursuant to the provisions of the Freedom of Information
and Protection of Privacy Act, R. S.O. 1990, c. F.3 1, as amended. This acknowledgment shall not
be construed as a waiver of any right to object to the release of this Agreement or of any
information or documents.
16.02 The Purchaser acknowledges that this Agreement is subject to the Open Data Directive and the
Vendor may be required to publish Open Data in accordance with the Open Data Directive.
10 APS Template for Relief from Forfeiture -November 2020
SECTION 17
ACCEPTANCE PERIOD
17.01 Signature of this Agreement by the Purchaser and the submission thereof to the Vendor constitutes
an offer under seal and is open for acceptance by the Vendor until one (1) day prior to the Closing
Date. This offer, once accepted on the Date of Acceptance, constitutes a binding contract of
purchase and sale. 'Phis offer may be made and accepted by facsimile or other electronic
transmission, including electronic signature and by different parties in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Delivery by facsimile or electronic transmission in a
portable document format (PDP) of an executed counterpart of this Agreement is as effective as
delivery of an originally executed counterpart of this Agreement. Any party delivering an executed
counterpart of this Agreement by facsimile or by electronic transmission in PDF shall also deliver,
if requested an originally executed counterpart of this Agreement within seven (7) days of the
facsimile or electronic transmission, but the failure to deliver an originally executed copy does not
affect the validity, enforceability or binding effect of this Agreement. The Purchaser, in submitting
this offer, acknowledges that there has been no promise or representation or assurance given to the
Purchaser that any of the terms and conditions in this offer are or will be acceptable to the Vendor.
[no further text on this page]
10 APS Template for Relief from Forfeiture -November 2020
12 -
OFFERED BY the Purchaser this 19th day of AP6I —2022
'ITIECORPORA'1' OI%'1'111?'I'O\YNOI;
.1'ILLSONRUR
per
m— Ste an Maine,
Per: t
Name: Iv�ichell Smibwt
Title: Clerk
[/We have authority to bind the corporation.
ACCEPTED BY the Vendor this day of , 202
HER MAJESTY TI IE QUEEN IN RIGHT OF ONTARIO
ItITR SENTED BY'I'HE MINISTER OF GOVERNMENT
:kND CONSCMI:R SERVICES
REPRESENTED BY ONTARIO INFRASTRUCTURE AND
LANDS CORPORATION
Per:
Nan1c: Adam Carr
Title: Vice President, Real Estate Transactions
Authorized Signing Officer
10 APS "FemPiew for Relief from Forfenurn -November 2020