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2023-040 Schedule AP <.t g e ! AGREEMENT OF PURCHASE AND SALE (th e "Agreement" or "APS") BETWEEN : THE CORPORATION OF THE T OWN OF TILLSONBURG (the "Vendor") -and- [Robert and Jane Bamford] (the "Purchaser") WHEREAS the Vendor is the owner, in fee s imple , of the lands and prem ises 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 of two thousand five hundred dollars ($2500.00) The estimated area of the Property is [approximately 13 347] square feet. 3 . The Purchase Price shall be paid as follows: (a) (b) One Thousand Two Hundred and Fifty Dollars ($1,250.00) deposit is payable by the Purchaser by certified cheque upon Acceptance of this Agre J ment, to be held on an interest free basis by the Solicitor for the Vendor as a !d eposit pending completion of this transaction on account of the Purchase Price on completion, or if this Agreement is not completed through no fault o f th e Purch\aser, the deposit shall be returned to the Purchaser. The Purchaser agrees to a lso pay for a ll legal, survey and opinion of value costs in addition to the purchase pr· ce as is require d by the Town's Land Disposition Bylaw; and the balance of the Purchase Price , subject to adjustments, shall be aid to the Vendor on the Completion Date , by certified cheque or bank draft. SECTION II -PURCHASE OF PROPERTY 4. Irrevocable Date (a) (b) This APS shall be irrevocable and open for acceptance by the Vend 1 or until 6 :00 p.m. on the 14th day of April, 2023 ("Acceptance"), and when accepted fihall constitute a binding contract of purchase and sale, otherwise the APS shal l be nu I and void and all deposit monies paid shall be returned to the Purchaser without dedu tion . Acceptance shall mean the date upon which the Mayor and ClerJ of the Town of I Tillsonburg, or such other persons as the Vendor may authorize from time to time , sign and execute this APS subsequent to the requirement that the Council of The Corporation of the Town of Tillsonburg has passed a res olution or b -law authorizing a nd approving the sale of the Property to the Purch aser pursuant to th e terms of this APS. Buyer's Initials~ Seller's Initials~ (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 authori zed and approved by the Counci l 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 Corpo ration of the Town of T ill sonburg in its sole and absolute discretion by resolution or by-law. If Council approval is not obtained on or before the Completion Date, then this Agreement shall be null and void and any deposits paid by the Purchaser shall be returned to the Purch8ser without interest or deduction . 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 sha ll take place on [May 4, 2023], 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 within ten(10) days of Acceptance of the APS 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) T he Purchaser acknowledges that it is acquiring the Property in an "a s is" cond ition and th at it must sat isfy itself by [April 20, 2023] regarding the condition of the Property in cluding , but not limited to, all existing physical conditions 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 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 liabilities on the Property . The Purchaser agrees to sign a release and indemnity in favour of the Vendor on or before closing with respect to matters set out in the preceding se ntence . 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 time specifi ed herein , and this Agreement sha ll be terminated and the deposit shall be returned to the Purchaser without inte re st or deduction. If the Vendor is notified that the condition of the Property is not satisfactory, then the Purchaser shall , prior to re ceiv ing its deposit monies back and prior to being entitled to a full release from the Vendor with respect to this Agreement , restore t he Property to its original condition as it existed prior to such testing or inspection by th e Purchaser, at the Pu rchaser's sol e expense. If the Purchaser fai ls to del ive r written notice to the Vendor within the time specified herein regarding this condi tio n, this condition shall be deemed to have been waived by the Purchaser. 10. Other Conditions (a) This APS and compl etion of this trans actio n is subj e ct to th e conditions set out in Sr;?~;: "A " and "B". Buyer's lnitials7 _ Seller's Initials~ 11. Investigation by the Purchaser (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 cond iti on , 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 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 T ill sonburg a plan showing the location of the building(s) and outside storage , the front elevation of the building(s), the exterior building materials, the landscaping treatment and the screening of outside sto rage. The provisions of this paragraph shall survive closing. 14. Reasonable Assistance (a) The Vendor agrees to provide reasonab le 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 rel evant building codes , by-laws, land use controls , any other statutory requirements and payment of the fees provided for in the Town of Tillsonburg's curren t fees by-law. 15. Development Covenants and Restrictions (a) The Property shall be subject to th e development covenants and re st rictions more particularly set out in Schedule "D" attached to this APS, which shall survive the completion of this transaction and run vvith 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 Inspect 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 reasonable times and upon reasonable notice to the Vendor. 18 . Insurance (a) Pending closing, the Vendor shall hold all insuran ce policies and the proceeds thereof in trust for the parties as their interest ma y 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 re turned together with all interest earned thereon without deduction. SECTION V -COMPLETING THE TRANSACTION 19. Deed/Transfer Buyer's Initials~ Seller's Initials~ (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 sha ll 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 th em 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 th at a survey , at the Purchaser's expense, is required and a Reference Plan may be registered on title and may be use d 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 Tillsonburg regarding the status of compliance with all codes, by-laws, rul es and regulations with respect to the Property and any buildings located thereon . 23. Examination of Title (a) Title to the Property shal l 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 [April 20, 2023) to examine the title t o the Property. If on or before this date the Purchaser furnishes the Vendor in writing with any valid objections: to the title; to any undisclosed outstanding work orders; to undisclosed non - compliance 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 objection of which the Vendor shall be unable to remedy or correct by the Completion Date and which the Purchaser will not wa ive, 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 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 given by the Vendor against its personal Property . 25. Adjustments (a) The Vendor agrees that all deposits, if any , held by th e Vendor not including interest thereon shall be credited t o the Purchaser in the Statement of Adjustments prepared for the Completion Date . (b) Any rents, mortgage, interest, taxes, local improvements, water and assessment rates shall be apportioned and allowed to the Completion Date , the day itself to be apportioned to the Purchaser. Buyer's lnitialsrJ!2.f Seller's Initials~ 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 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 warrant ies ; (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 forthe 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 cert ifi cates, 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 Harmon ized 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. The Purchaser 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 its nominee , or its assignee, provides: (i) a certificate on or before the Completion Date containing a representation and wa rranty to the Vendor that: (1) it is reg istered 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 the prescribed form pursuant to subsection 228(4) of the Act in connection with the purchase of the Property ; (3) the Property tran sferred 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 constitute a supply of residential complex made to an individual for the purpose of paragraph 221 (2)(b) of the Act; (4) an indemnity, indemnifyi ng and saving harmless the Vendor from any HST payable on this tra nsaction and penalty and interest relating to HST; and (5) a notarial true copy of its HST regist ration 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~ Seller's Initial~ 29 . Tender (a) Any tender of documents or moneys here und er may be made upon the solicitor acting for the party upon whom tender is desired , and it shall be sufficien t 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 Ag reeme nt. 31. Planning Act (a) This Agreement shall be effective only if the provisions of Section 50 of th e 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 sha ll be deemed to have been given if delivered by hand or maiied by ord in ary mail, postage prepaid, addressed to the solicitor for the person to whom such notice is intended to be given at the following addressed: Soli ci tors for the Vendor: Duncan , Linton LLP ATTENTION: Steven Ross 45 Erb Street West Waterloo, ON N2J 485 Fax: (5 19) 886-8651 with a copy delivered to: The Corporation of the Town of Tillsonburg ATTENTION: Development Commissio ne r 204-200 Broadway Tillsonburg, ON N4G 5A7 Fax : 519-842-9431 Solicitors for the Purchaser: Daoust Vukovich LLP Attention: Candace Cooper 20 Queen St. W #3000 Toronto, On M5H 3R3 416-597-8578 FAX 416-597-8897 CCooper@dv-law .com If mailed, such notices must also be given by facsimile transmission on the date it was so mailed. If so given, such notices shall be deemed to have been received on the first business day following the date it was delivered or marked mailed out. 33. Successors and Assigns (a) The Purchaser shall be perm itt ed to assign all of its right , title and interest in and to this APS with the Vendor's written approval.:. which shall not be unreasonably withheld,l. including assignment to another corporation with the same shareholders as the Purchaser. Subj ect to the restrictions in the preceding sentence , the Vendor agrees to engross the Transfer/Deed of Land as directed by the Purchase on the comp letion Date as the Purchaser may elect, and the Vendor agrees to complete the transaction contemplated by this APS on the Completion Date with such assignee or nominee . The Purchaser is released from all liability hereunder, if it assigns its interest in this APS . This Agreement shall be binding upon the parties hereto and their respective successors and assigns . 34 . Schedules Buyer's Initials na ;J:!J f Seller's lnitials~m- (a) The following Schedules shall form an integral part of this Agreement: (i) Schedule "A" Description of the Property; 35 . Acceptance by Fax or Ema il (a) The Purchaser and Vendor acknowledge and agree that the communication of this Agreement of Purchase and Sale may be transmitted by way of facsimi le 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. Severabilit y (a) If any provision of th is Agreement, or the application t hereof t o any circumstances, shall be held to be invalid or unenforceable, then the remaining provisions of this Agreement , or the application thereof to other circumstances , sha ll not be affected, and shall be valid and enforceable. Buyer's Initials~ Se lle r's lnitial;£2.Q; • IN WITNESS WHEREOF the Purchaser has executed this Agreement: Dated at_ Tillsonburg_, Ontario this _27th_ day of March_, 2023. ** ( I Name : Robert Bamford The Vendor hereby accepts this Agreement according to its terms. Dated at Tillsonburg, Ontario this ~[_I __ day of Ap("-,\ '2023. IN WITNESS WHEREOF the Vendor has executed this Ag reement: Buyer's Initials~ -r~\_\C. Clerk We have authority to bind The Corporation of the Town of Tillsonburg . Seller's Initials~ ~ • SCHEDULE "A" -LEGAL DESCRIPTION OF THE PROPERTY ALL AND SINGULAR that certa in parce l 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 the Unopened Right- of-Way, described as part of Part 8 , Plan 41 R-940, south of Wood Haven Drive , and to be described by a new reference plan, more or less as indicated below . Buyer's Initials~ 7 Seller's 1nitia1~£]J.