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HomeMy WebLinkAboutBy-law No. 2015-106 THE CORPORATION OF THE MUNICIPALITY OF BAYHAM // BY-LAW NO. 2015-106 PR ) V L✓ A BY-LAW TO AUTHORIZE THE SALE OF LANDS OWNED BY THE MUNICIPALITY OF BAYHAM WHEREAS Section 8 of the Municipal Act, 2001, S.O. 2001, c. 25, as amended, provides that a municipality has the capacity, rights, powers, and privileges of a natural person for the purpose of exercising its authority under this or any other Act. AND WHEREAS Section 268(1) of the said Municipal Act provides in part that every municipality with authority to sell land shall pass a by-law establishing procedures governing the sale of land. AND WHEREAS the Municipality of Bayham passed By-law No. 2015-021 to establish a procedure governing the sale of municipal owned land. AND WHEREAS the Council of the Municipality of Bayham is desirous of selling property owned by the Municipality and has completed procedures pursuant to By-law No. 2015-021 for the sale of the subject lands. NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE MUNICPALITY OF BAYHAM ENACTS AS FOLLOWS: 1. THAT the Council of the Municipality of Bayham authorizes the Mayor and Clerk to execute all documents as may be necessary to provide for the sale of real property described as Part of Lots 7, 8, 9, 10, & 11, Plan 205 designated as PART 1 on Reference Plan 11R-9921 and Part of Lots 6, 7, & 8 North of Earl Street and Parcel D and a parcel on a yet to be registered plan, Municipality of Bayham, County of Elgin to Straffordville Evangelical Mennonite Church for consideration of$248,000.00; 2. THAT the Council of the Municipality of Bayham authorizes the Mayor and Clerk to execute all ancillary agreements pursuant to the agreement of purchase and sale; 3. AND THAT this by-law shall come into full force and effect upon final passing. READ A FIRST, SECOND AND THIRD TIME AND FINALLY PASSED THIS 5th DAY OF NOVEMBER 2015. MAYOR CLERK Agreement of Purchase and Sale for use in the Province of Ontario This Agreement of Purchase and Sale dated this 22"d day of September, 2015 BUYER STRAFFORDVILLE EVANGELICAL MENNONITE CHURCH , agrees to purchase from SELLER THE CORPORATION OF THE MUNICIPALITY OF BAYHAM , the following REAL PROPERTY: Address: 56169 Heritage Line,Straffordville,ON NOJ 1Y0 fronting on the South side of Heritage Linc in the Municipality of ,,Bayham and having a frontage of 89.606 metres_more or less by a depth of Irregular (total 4094.3 square meters) more or less and legally described . as: Part of Lots 7,8,9, 10&11, Plan 205 designated as PART 1 on Reference Plan 11 R-9921 and Part of Lots 6,7&8 North of Erie Street and Parcel 1 p as shown on Schedule"B"(the"Property"). ,t PURCHASE PRICE: , Dollars(CDN)$248,000.00 DEPOSIT: Buyer submits(herewith/upon acceptance) Dollars(CDN)$1,000.00 by negotiable cheque payable to Gibson Bennett Groom&Szorenyi, in trust ("Deposit Holder") to be held in trust without interest pending completion or other termination of this Agreement and to be credited toward the Purchase Price on completion.For purposes of this Agreement"upon acceptance"shall mean that the Buyer is required to deliver the deposit to the Deposit Holder within 24 hours of the acceptance of this Agreement.The parties to the Agreement hereby acknowledge that,unless otherwise provided for in this Agreement, the Deposit Holder shall place the deposit In trust in the Deposit Holders'non-interest bearing trust account and no interest shall be earned,received • or paid on the deposit. Buyer agrees to pay the balance as more particularly set out in Schedule A attached. SCHEDULES: • "A"and"B"attached hereto form(s)part of this Agreement. 1. 1. IRREVOCABILITY: This Offer shall be irrevocable by Seller until_5:00p.m.on the ,2015,after which time,if not accepted,this Offer shall be null and void and the deposit shall be returned to the Buyer in full without interest. 2. COMPLETION DATE: This Agreement shall be completed by no later than 6:00 p.m.on the M15.Upon completion, vacant possession of the property shall be given to the Buyer unless otherwise provided for in this Agreement. 3. NOTICES:Seller and the Buyer shall receive notices pursuant to this Agreement.Any notice relating hereto or provided for herein shall be in writing. In addition to any provision contained herein and in any Schedule hereto,this offer,any counter offer,notice of acceptance thereof,or any notice to be given or received pursuant to this Agreement or any Schedule hereto shall be deemed given and received,when hand delivered to the address for service provided in the Acknowledgement below, or where a facsimile number is provided herein,when transmitted electronically to that facsimile number. Fax No.(for delivery of notices to Seller):519-866-3884 Fax No.(for delivery of notices to Buyer:) 4. ..CHATTELS INCLUDED:Tables,chairs and appliances as determined by the Seller. Unless otherwise stated in this Agreement or any Schedule hereto,Seller agrees to convey all fixtures and chattels included in the Purchase Price free . from all liens,encumbrances or claims affecting the said fixtures and chattels. 5. 'FIXTURES EXCLUDED:N/A 6. RENTAL ITEMS: The following equipment is rented and not included in the Purchase Price.The buyer agrees to assume the renal contract(s), if assumable: 7. HST': If the sale of the property(Real Property as described above)is subject to Harmonized Sales Tax(HST),then such tax shall be in addition to the Purchase Price.The Seller will not collect HST if the Buyer provides to the Seller a warranty that the Buyer is registered under the Excise Tax Act("ETA"),together with a copy of the Buyer's ETA registration,a warranty that the Buyer shall self-assess and:remit.the HST payable and file the prescribed form and shall indemnify the Seller in respect of any HST payable.The foregoing warranties shall not merge but shall survive the completion of the transaction.If the sale of the property is not subject to HST,Seller agrees to certify on or before closing,that the transaction is not subject to HST.Any HST on chattels,if applicable,is not included in the purchase price. Initials of Buyer: Initials of Seller: Page 2 of 4 8. TITLE SEARCH:Buyer shall be allowed until 6:00 p.m.on see Schedule"A"(Requisition Date)to examine the title to the property at his own expense and until the earlier of:(I)thirty days from the later of the Requisition Date or the date on which the conditions in this Agreement are fulfilled or otherwise waived;or(ii)five days prior to completion,to satisfy himself that there are no outstanding work orders or deficiency notices;affecting the property,that is present use may be lawfully continued and that the principal building may be insured against risk of fire.Seller hereby consents to the municipality or other governmental agencies releasing to Buyer details of all outstanding work orders affecting the property,and Seller agrees to execute and deliver such further authorizations in this regard as Buyer may reasonably require. 9. FUTURE USE:Seller and Buyer agree that there is no representation or warranty of any kind that the future intended use of the property by Buyer is or will be lawful except as may be specifically provided for in this Agreement. 10. TITLE:Provided that the title to the property is good and free from all registered restrictions,charges,liens and encumbrances,except as otherwise specifically provided in this Agreement and save and except for:(a)any registered restrictions or covenants that run with the land,provided that such are complied with; (b)any registered municipal agreements and registered agreements with publicly regulated utilities providing such have been complied with,or security has been posted to ensure compliance and completion,as evidenced by a letter from the relevant municipality or regulated utility;©any minor easements for the supply of domestic utility or telephone services to the property or adjacent properties;and(d)any easements for drainage,storm or sanitary sewers,public utility lines,telephone lines,cable television lines or other services which do not materially affect the present use of the property. If within the specified times referred to in paragraph 8 any valid objections to title or to any outstanding work order or deficiency notice,or to the fact the said present use may not lawfully be continued,or that the principal building may not be'insured against risk of fire is made in writing to Seller and which Seller is unable or unwilling to remove, remedy or satisfy and which Buyer will not waive, this Agreement notwithstanding any intermediate acts or negotiations in respect of such objections,shall be at an end and all monies paid shall be returned without interest or deduction and Seller and his/her/their solicitor shall not be liable for any costs or damages.Save as to any valid objections so made by such day and except for any objection going to the root of the title,Buyer shall be conclusively deemed to have accepted Selffr's title to the property. 11. CLOSING ARRANGEMENTS:Where each of the Seller and Buyer retain a lawyer to complete the Agreement of Purchase and Sale of the Property, and where the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reforni'Agt,R.S.O. 1990,Chapter L4 and the Electronic Registration Act,S.O.191,Chapter 44,any amendments thereto,the Seller and Buyer acknowledge and agree that the exchange of closing funds,non-registrable documents and other items(the"Requisite Deliveries")and the release thereof to the Seller and Buyer 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 Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers.The Seller and buyer irrevocably instruct the said lawyers to be bound by the document registration agreement which is recommended from time to time b9 the Law Society of Upper Canada.Unless otherwise agreed to by the lawyers,such exchange of the Requisite Deliveries will occur in the applicable'Land Titles Office or such other location agreeable to both lawyers. 12. DOCUMENTS AND DISCHARGE:Buyer shall not call for the production of any title deed, abstract,survey or other evidence of title to the property except such as are in the possession or control of Seller. If requested by Buyer,Seller will deliver any sketch or survey of the property within Seller's control to Buyer as soon as possible and prior to the Requisition Date. If a discharge of any Charge/Mortgage held by a corporation incorporated pursuant to the Loan Companies Act(Canada),Chartered Bank,Trust Company,Credit Union,Caisse Populaire or InsUrance Company and which • 5 not to be assumed by Buyer on completion,is not available in registrabte form on completion, Buyer agrees to accept:Seller's lawyer's personal :undertaking to obtain,out of the closing funds,a discharge in registrable form and to register same on title within a reasonable period of time after •completion,provided that on or before completion Seller shall provide to Buyer a mortgage statement prepared by the mortgagee setting out the balance required to obtain the discharge,together with a direction executed by Seller directing payment to the mortgagee of the arilount required to obtain the discharge out of the balance due on completion. 13 INSPECTION: Buyer acknowledges having had the opportunity to inspect the property prior to submitting this Offer'and understands that upon acceptance of this Offer there shall be a binding agreement of purchase and sale between Buyer and Seller. 14 INSURANCE:All buildings on the property and all other things being purchased shall be and remain until completion at the risk of Seller. Pending completion,Seller shall hold all insurance policies,if any,and the proceeds thereof in trust for the parties as their interests may appear and in the event of substantial damage, Buyer may either terminate this Agreement and have all monies paid returned without interest or deduction or else take the proceeds of any insurance and complete the purchase.No insurance shall be transferred on completion. If Seller is taking,back.a Charge/Mortgage, or Buyer is assuming a Charge/Mortgage, Buyer shall supply Seller with reasonable evidence of adequate insurance•to protect Seller's or other mortgagee's interest on completion. 15. PLANNING ACT:This Agreement shall be effective to create an interest in the property only if Seller complies with the subdivision control provisions pf the Planning Act by completion and Seller covenants to proceed diligently at his expense to obtain any necessary consent by completion. 16. DOCUMENT PREPARATION:The Transfer/Deed shall,save for the Land Transfer Tax Affidavit,be prepared in registrable form at the expense of Seller,and any Charge/Mortgage to be given back by the Buyer to Seller at the expense of the Buyer.If requested by Buyer,Seller covenants that the 1 ransfer/Deed to.be delivered on completion shall contain the statements contemplated by Section 50(22)of the Planning Act,R.S.O. 1990. 17. RESIDENCY: Buyer shall be credited towards the Purchase Price with the amount, if any, necessary for Buyer to pay,:to the.Minister of National Revenue to satisfy Purchaser's liability in respect of tax payable by Seller under the non-residency provisions of the Incotie Tax Act by reason of this sale..Seller shall not claim such credit if Seller delivers on completion the prescribed certificate or a statutory declaration tfjat.Seller is not then a non- resident of Canada. 18. ADJUSTMENTS:Any rents,mortgage interest, realty taxes including local improvement rates and unmetered public or,private utility charges and unmetered cost of fuel,as applicable,shall be apportioned and allowed to the day of completion,the day of completion itself to be apportioned to Buyer. 19. TIME LIMITS:Time shall in all respects be of the essence hereof provided that the time for doing or completing of any matter provided for herein may be extended or abridged by an agreement in writing signed by Seller and Buyer or by their respective lawyers who may be specifically authorized in that regard. 20. PROPERTY ASSESSMENT:The Buyer and Seller hereby acknowledge that the Province of Ontario has implemented current value assessment and properties may be re-assessed on an annual basis. The Buyer and Seller agree that no claim will be made against.the'Buyer or Seller, or any Brokerage,Broker or Salesperson,for any changes in property tax as a result of a re-assessment of the property,save and except any property taxes that accrued prior to the completion of this transaction. 21. TENDER:Any tender of documents or money hereunder may be made upon Seller or Buyer or their respective lawyers onthe day set for completion. Money may be tendered by bank draft or cheque certified by a Chartered Bank,Trust Company,Province of Ontario Savings Office,Credit Union or Caisse Populaire. 22. FAN)ILY LAW ACT:Seller warrants that spousal consent is not necessary to this transaction under the provisions of the F,om(ly Law Act,R.S.O.1990 Initials of Buyer: Initials of Seller: ,, Page 3 of 4 unless Seller's spouse has executed the consent hereinafter provided. 23. UFFI:Seller represents and warrants to Buyer that during the time Seller has owned the property,Seller has not caused any building on the property to be insulated with insulation containing ureaformaldehyde,and that to the best of Seller's knowledge no building on the property contains or has ever contained insulation that contains ureaformaldehyde.This warranty shall survive and not merge on the completion of this transaction,and if the building is part of a multiple unit building,this warranty shall only apply to that part of the building which is the subject of this transaction. 24. LEGAL,ACCOUNTING AND ENVIRONMENTAL ADVICE:The parties acknowledge that any information provided by the brokerage is not legal,tax or environmental advice,and that it has been recommended that the parties obtain independent professional advice prior to signing this document. 25. AGREEMENT IN WRITING:If there is conflict between any provision written or typed in this Agreement(including any Schedule attached hereto)and any provision in the printed portion hereof, the written or typed provision shall supersede the printed provision to the extent of such conflict. This Agreement including any Schedule attached hereto, shall constitute the entire Agreement between Buyer and Seller. There is no representation, warranty,collateral agreement or condition,which affects this Agreement other than as expressed herein.This Agreement shall be read with all changes of gender or number required by the context. 26. TIME AND DATE:Any reference to a time and date in this Agreement shall mean the time and date where the property is located. 27. SUCCESSORS AND ASSIGNS:The heirs,executors,administrators,successors and assigns of the undersigned are bound by the terms herein. DATED at , Ontario this day of September, 2015 SIGNED,SEALED IN THE PRESENCE OF: IN WITNESS whereof I have hereunto set my hand and seal: Straffordville Evangelical Mennonite Church si • per: s (Witness) (Buyer) (Date) (Witness) (Buyer) (Date) I;the undersigned Seller, agree to the above Offer. • DATED at Straffordville, Ontario this day of September, 2015 SIGNED, SEALED IN THE PRESENCE OF: IN WITNESS whereof I have hereunto set my hand and seal: The Corporation of the Municipality of Bayham per: • (Witness) (Seller) (Date) • (Witness) (Seller) (Date) CONFIRMATION OF ACCEPTANCE:Notwithstanding anything contained herein to the contrary,I confirm this Agreement with all changes both typed and written was finally accepted by all parties at a.m./p.m.this day of ,20 . • Initials of Buyer: Initials of Seller: Page 4 of 4 ACKNOWLEDGEMENT I acknowledge receipt of my signed copy of this accepted Agreement of I acknowledge receipt of my signed copy of this accepted Agreement of Purchase and Sale. Purchase and Sale. The Corporation of the Municipality of Bayham Straffordville Evangelical Mennonite Church • per: per: (Seller) (Date) (Buyer) (Date) (Seller) (Date) (Buyer) (Date) Address for Service: Address for Service: • Seller's Lawyer: Michael G.Szorenyi Buyer's Lawyer:D.Bradley Bennett Address: 36 Broadway,Tillsonburg,ON N4G 3P1 Address:36 Broadway,Tillsonburg,ON N4G 3P1 Telephone No. (519)842-3658 Telephone No.(519)842-3658 Fax No.(519)842-5001 Fax No.(519)842-5001 SCHEDULE A to Agreement of Purchase and Sale This Schedule is attached to and forms part of the Agreement of Purchase and Sale BETWEEN: BUYER: STRAFFORDVILLE EVANGELICAL MENNONITE CHURCH AND: SELLER: THE CORPORATION OF THE MUNICIPALITY OF BAYIIAM for the purchase and sale of 56169 Heritage Line,Straffordville, ON NODI 1Y0 Purchase Price i; - • • Buyer agrees to pay the balance of the purchase price, subject to adjustments, by barik draft or certified cheque,to the Seller, or as it may direct, on the completion of this transaction. 1. A Reference Plan shall be registered for Parcel D on Schedule "B" to accommodate a proposed construction of the 60 x 100 foot addition to the west side of the existing building. Purchaser to pay all associated costs with respect to the Reference Plan. 2. The Buyer and the Seller agree to enter into a satisfactory parking lot agreement to be registered on title prior to the completion date including, but not limited to, the following terms: (a) . The Buyer shall maintain the parking lot to be purchased (see area"A"in attached Schedule "B") and the parking lot retained by the Seller (see area"Ir in attached Schedule"B") in all seasons to the required specifications of the Selle%and failing which in the event the Seller has to maintain the parking lot to the required specifications,the cost of same shall be the responsibility of the Buyer., (b) Capital work initiated by the Seller,if any, shall be split equally between the Buyer and the Seller. (c) There are no restrictions as to the mutual use of the parking lot by the Buyer and the Seller. (d) The agreement shall include an encroachment agreement for the side entrance into the park for the benefit of the Seller. 3. The Buyer and the Seller agree to enter into an encroachment agreement regarding the cement pad encroaching on the southerly limit of PART 1, 11R-9921 (see'}a ea "C" in initials of Buyer(s): Initials of Seller(s) Page 2 of 2 attached Schedule"B") to be registered on title prior to the completion date. 4. The Buyer and the Seller agree to enter into a well agreement for the continued use of the well water for the food booth owned by the Seller to be registered on title prior to the completion date. 5. Purchaser accepts the buildings in an where is, as is condition including those deficiencies set out in the Building Report by Centric Engineering, October 20, 2014. 6. Seller to be allowed to relocate the Lions Statue to the Straffordville Park. 7. Purchaser agrees to incorporate"Bayham/Straffordville Community Centre"into the facility name or the same to be posted on an entrance to the facility. Title Search The Buyer shall be allowed until fifteen (15) days prior to the completion date (the "Requisition Date")to examine the title to the property at its own expense. Initials of Buyer(s): Initials of Seller(s) 8 o LOT 124 CONCES31oif SOUTH OF -rALDD-r ROAD )D u v p. e GEOGRAPHIC TOWNsHIp OP N AM to � G I c • V✓� t- 1 L O r 0 -1 1 3.51 --4 ��' w 0.29 t, tizi m LOT \', -1-I 2.29 ; 1 •< --4 2.75 1 1 x41.72 h"! 0 0 i 4 8 F - LOT 0 -10 8 . LOT w lo NY ? yr 1.•�S a -.41.76 n 3 Y lei -,2.51 a 2 I 10yy 0 I LO r ~ wgti 9 .� LOTo 0.33 W _ 0.25 - e,--- -503 ai t) • 11 .....j...__— . 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II ", �_ ,, >., are estimated to provide a _., p :` `. j. , visual of the actual Registered �: µ '„ ' ' Plans �^ 1*l''''' "'"' »�f. = • d, . x . e . ::. ?t . • "� •„:-.i,,,,,:$„•;,,,,,,,..:` ; `' =k "'4,;•• :•:',i::•::,,..,..77 ,en;- .•,. .:,N.:::.. .. , �2 '' • ltr ,.� li; ,? k �, '„, r ; '"' • • ,'_ 1: 1,128 ' • : `., , :. 0 1 Notes 0.1 0 0.03 0.1 Kilometers This map is a user generated static output from an Internet mapping site and is for reference only.Data layers that appear on this map may or may not be accurate, WGS_1984_Web_Mercator_Auxiliary_Sphere current,or otherwise reliable ©Latitude Geographics Group Ltd. THIS MAP IS NOT TO BE USED FOR NAVIGATION J 8 i.: %i! iI ..--. ? LOT -124 CONCESS1G l.+'.1 SGUTH OF TALD-'DT ROAD 7 A 7 Z GEoGFIAPH1c TOWNSHIP OF f, 1111,`AM % _ ) • ✓� 0 .0 t- ` LOT 0 11 >- 3.81 --, C m1 • \,~C„ (/1 0.29 NO6'.08':16'.£:,'.:.::.._.': it .: �4Q.226,;'.4:`ia`. A f _r `,� 711 4.29 A 2.78 X7.72 .....---7- li. -,13 0 ed z g •K 7 $ 4 . 1 4 S • LOTo -10 8, A FF -9Y i 13 ra1.75 (l 3 �z.61 O g A )Z. .•, -- - - j j - -- i : i LOT yv xq�' : .� LOT a /4:0-4-4t o 0.33 03 0.25 - cis (2). 1 a 1 _ CONCRETE BLOCK41 IA BUILDINGCr. "•J7 i i ap9.,"sz vt w1.l' 1 L of \ rte e LOT 4..)› S _ 1 in 1 4 i��1 8 1 COMMUNITY CENTER BUILDING ayy >. of >^o !l tkii' cY` 1 4 LOT - . —r LOT `^^' 7 `"b�j' U '. 1 V $ i:ir' I a 25.057 55.411 14 > 7.50 $; y .) 80.468(P4&14) t < 20.117(P4,PS&M) ..1.1111C .. FENCE- -�R 1.42 J ELGIN MAPPING � `- Line FOR REFERENCE ONLY U.I U U.UJ U.1 W GS_l 984_W e b_M ercator_Auxi I is ry_S p here © Latitude Geographics Group Ltd. This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable. THIS MAP IS NOT TO BE USED FOR NAVIGATION Legend ❑ Lagoons ❑ Parcels = Local Arterial Highways World Street Map NOTE: Document is providec for reference to view area for disposition only and does not form part of the Agreement o Purchase & Sale - All areas are estimated to provide a visual of the actual Registere Plans Notes Agreement of Purchase and Sale for use in the Province of Ontario • This Agreement of Purchase and Sale dated this 22'day of September, 2015 BUYER STRAFFORDVILLE EVANGELICAL MENNONITE CHURCH , agrees to purchase from SELLER THE CORPORATION OF THE MUNICIPALITY OF BAYHAM , the following REAL PROPERTY: Address: 56169 Heritage Line, Straffordville,ON NOJ 1Y0 fronting on the South side of Heritage Line in the Municipality of Bayham and having a frontage of 89.606 metres more or less by a depth of Irregular (total 4094.3 square meters) more or less and legally described . as: Part of Lots 7,8,9, 10&11, Plan 205 designated as PART I on Reference Plan 11 R-9921 and Part of Lots 6,7&8 North of Erie Street and Parcel jp as shown on Schedule"B"(the"Property"). PURCHASE PRICE: Dollars(CDN)$248,000.00 DEPOSIT: Buyer submits(herewith/upon acceptance) Dollars(CDN)$1,000.00 by negotiable cheque payable to Gibson Bennett Groom&Szorenyi, in trust ("Deposit Holder") to be held in trust without interest pending completion or other termination of this Agreement and to be credited toward the Purchase Price on completion.For purposes of this Agreement"upon acceptance"shall mean that the Buyer is required to deliver the deposit to the Deposit Holder within 24 hours of the acceptance of this Agreement.The parties to the Agreement hereby acknowledge that,unless otherwise provided for in this Agreement, the Deposit Holder shall place the deposit In trust in the Deposit Holders'non-interest bearing trust account and no interest shall be earned,received • or paid on the deposit. Buyer agrees to pay the balance as more particularly set out in Schedule A attached. SCHEDULES: "A"and"B"attached hereto form(s)part of this Agreement. 1 • • 1. IRREVOCABILITY: This Offer shall be irrevocable by Seller until_5:00p.m.on the ,2015,after which time,if not accepted,this Offer shall be null and void and the deposit shall be returned to the Buyer in full without interest. 2. COMPLETION DATE: This Agreement shall be completed by no later than 6:00 p.m.on the ,-.2015.Upon completion, vacant possession of the property shall be given to the Buyer unless otherwise provided for in this Agreement. 3. NOTICES: Seller and the Buyer shall receive notices pursuant to this Agreement.Any notice relating hereto or provided for herein shall be in writing. In addition to any provision contained herein and in any Schedule hereto,this offer,any counter offer,notice of acceptance thereof,or any notice to be given or received pursuant to this Agreement or any Schedule hereto shall be deemed given and received,when hand delivered to the address for service provided in the Acknowledgement below,or where a facsimile number is provided herein,when transmitted electronically to that facsimile number. Fax No.(for delivery of notices to Seller):519-866-3884 Fax No.(for delivery of notices to Buyer;) 4. CHATTELS INCLUDED:Tables,chairs and appliances as determined by the Seller. Unless otherwise stated in this Agreement or any Schedule hereto,Seller agrees to convey all fixtures and chattels included in the Purchase Price free , from all liens,encumbrances or claims affecting the said fixtures and chattels. 5. '•FIXTURES EXCLUDED:NIA 6. RENTAL ITEMS: The following equipment is rented and not included in the Purchase Price.The buyer agrees to assume the renal contract(s),if assumable: 7. HST: If the sale of the property(Real Property as described above)is subject to Harmonized Sales Tax (HST),then such tax shall be in addition to the Purchase Price.The Seller will not collect HST if the Buyer provides to the Seller a warranty that the Buyer is registered under the Excise Tax Act.("ETA),together with a copy of the Buyer's ETA registration,a warranty that the Buyer shall self-assess and:remit.the HST payable and file the prescribed form and shall indemnify the Seller in respect of any HST payable.The foregoing warranties shall not merge but shall survive the completion of the transaction. If the sale of the property Is riot subject to HST,Seller agrees to certify on or before closing,that the transaction is not subject to HST. Any HST on chattels,if applicable,is not included in the purchase price. Initials of Buyer: Initials of Seller: Page 2 of 4 8. TITLE SEARCH:Buyer shall be allowed until 6:00 p.m.on see Schedule"A"(Requisition Date)to examine the title to the property at his own expense and until the earlier of:(I)thirty days from the later of the Requisition Date or the date on which the conditions in this Agreement are fulfilled or otherwise waived;or(ii)five days prior to completion,to satisfy himself that there are no outstanding work orders or deficiency notices:affecting the property,that is present use may be lawfully continued and that the principal building may be insured against risk of fire.Seller hereby consents to the municipality or other governmental agencies releasing to Buyer details of all outstanding work orders affecting the property,and Seller agrees to execute and deliver such further authorizations in this regard as Buyer may reasonably require. 9. FUTURE USE:Seller and Buyer agree that there is no representation or warranty of any kind that the future intended use of the property by Buyer is or will be lawful except as may be specifically provided for in this Agreement. 10. TITLE:Provided that the title to the property is good and free from all registered restrictions,charges,liens and encumbrances,except as otherwise specifically provided in this Agreement and save and except for:(a)any registered restrictions or covenants that run with the land,provided that such are complied with; (b) any registered municipal agreements and registered agreements with publicly regulated utilities providing such have been complied with,or security has been posted to ensure compliance and completion,as evidenced by a letter from the relevant municipality or regulated utility;©any minor easements for the supply of domestic utility or telephone services to the property or adjacent properties:and(d)any easements for drainage,storm or sanitary sewers,public utility lines,telephone lines,cable television lines or other services which do not materially affect the present use of the property. If within the specified times referred to in paragraph 8 any valid objections to title or to any outstanding work order or deficiency notice,or to the fact the said present use may not lawfully be continued,or that the principal building may not be:insured against risk of fire is made in writing to Seller and which Seller is unable or unwilling to remove, remedy or satisfy and which Buyer will.not waive, this Agreement notwithstanding any intermediate acts or negotiations in respect of such objections,shall be at an end and all monies paid shall be returned without interest or deduction and Seller and his/her/their solicitor shall not be liable for any costs or damages.Save as to any valid Objections so made by such day and except for any objection going to the root of the title,Buyer shall be conclusively deemed to have accepted Selfbr's.title to the property. 11. CLOSING ARRANGEMENTS:Where each of the Seller and Buyer retain a lawyer to complete the Agreement of Purchase and Sale of the Property, and where the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reforrti'Ap.t,R.S.O.1990,Chapter L4 and the Electronic Registration Act,S.O.191,Chapter44,any amendments thereto,the Seller and Buyer acknowledge and agree that the exchange of closing funds,non-registrable documents and other items(the"Requisite Deliveries")and the release thereof to the Seller and Buyer 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 Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers.The Seller and buyer irrevocably instruct the said lawyers to be bound by the document registration agreement which is recommended from time to time b9 the Law Society of Upper Canada.Unless otherwise agreed to by the lawyers,such exchange of the Requisite Deliveries will occur in the applicable'Land Titles Office or such Other location agreeable to both lawyers. 12. DOCUMENTS AND DISCHARGE:Buyer shall not call for the production of any title deed,abstract,survey or other evidence of title to the property except such as are in the possession or control of Seller. If requested by Buyer,Seller will deliver any sketch or survey of the property within Seller's control to Buyer as soon as possible and prior to the Requisition Date. If a discharge of any Charge/Mortgage held by a corporation incorporated pursuant to the Loan Companies Act(Canada),Chartered Bank,Trust Company,Credit Union,Caisse Populaire or Insurance Company and which • -is not to be assumed by Buyer on completion,is not available In registrable form on completion, Buyer agrees to accept.Seller's lawyer's personal ,,undertaking to obtain,.out of the closing funds,a discharge in registrable form and to register same on title within a reasonable period of time after •completion,provided that on or before completion Seller shall provide to Buyer a mortgage statement prepared by the mortgagee setting out the balance required to obtain the discharge,together with a direction executed by Seller directing payment to the mortgagee of the arttount required to obtain the discharge out of the balance due on completion. 13 INSPECTION: Buyer acknowledges having had the opportunity to inspect the property prior to submitting this Offer'and understands that upon acceptance of this Offer there shall be a binding agreement of purchase and sale between Buyer and Seller. 14 INSURANCE:All buildings on the property and all other things being purchased shall be and remain until completion at the risk of Seller. Pending completion,Seller shall hold all insurance policies,if any,and the proceeds thereof in trust for the parties as their interests may appear and in the event of substantial damage,Buyer may either terminate this Agreement and have all monies paid returned without interest or deduction or else take the proceeds of any insurance and complete the purchase.No insurance shall be transferred on completion. If Seller is laking;back a Charge/Mortgage, or Buyer is assuming a Charge/Mortgage, Buyer shall supply Seller with reasonable evidence of adequate insurance to protect Seller's or other mortgagee's interest on completion. 15. PLANNING ACT:This Agreement shall be effective to create an interest in the property only if Seller complies with the subdivision control provisions pf the Planning Act by completion and Seller covenants to proceed diligently at his expense to obtain any necessary consent by completion. 16. DOCUMENT PREPARATION:The Transfer/Deed shall,save for the Land Transfer Tax Affidavit,be prepared in registrable form at the expense of Seller,and any,Charge/Mortgage to be given back by the Buyer to Seller at the expense of the Buyer.If requested by Buyer,Seller covenants that the •Transfer/Deed to.be delivered on completion shall contain the statements contemplated by Section 50(22)of the Planning Act,R.S.O. 1990. 17. RESIDENCY: Buyer shall be credited towards the Purchase Price with the amount, if any,necessary for Buyer to pay..to the.Minister of National Reyenue to satisfy Purchaser's liability in respect of tax payable by Seller under the non-residency provisions of the Incoiti6 Tax Act by reason of this sale..Seller shall not claim such credit if Seller delivers on completion the prescribed certificate or a statutory declaration tl1at.Seller is not then a non- resident of Canada. 18. ADJUSTMENTS:Any rents,mortgage interest, realty taxes including local improvement rates and unmetered public or private utility charges and unmetered cost of fuel,as applicable,shall be apportioned and allowed to the day of completion,the day of completion itself to be apportioned to Buyer. 19 TIME LIMITS:Time shall in all respects be of the essence hereof provided that the time for doing or completing of any matter provided for herein may be extended or abridged by an agreement in writing signed by Seller and Buyer or by their respective lawyers who may be specifically authorized in that regard. 20. PROPERTY ASSESSMENT:The Buyer and Seller hereby acknowledge that the Province of Ontario has implemented current value assessment and properties may be re-assessed on an annual basis. The Buyer and Seller agree that no claim will be made against•.tbe:.Buyer or Seller, or any Brokerage,Broker or Salesperson,for any changes in property tax as a result of a re-assessment of the property,save and except any property taxes that accrued prior to the completion of this transaction. 21. TENDER:Any tender of documents or money hereunder may be made upon Seller or Buyer or their respective lawyers on.lhe day set for completion. Money may be tendered by bank draft or cheque certified by a Chartered Bank,Trust Company,Province of Ontario Savings Office,Credit Union or Caisse Populaire. 22. FAMILY LAW ACT:Seller warrants that spousal consent is not necessary to this transaction under the provisions of the Family Law Act,R.S.O.1990 Initials of Buyer: Initials of Seller: Page 3 of 4 unless Seller's spouse has executed the consent hereinafter provided. 23. UFFI:Seller represents and warrants to Buyer that during the time Seller has owned the property,Seller has not caused any building on the property to be insulated with insulation containing ureaformaldehyde,and that to the best of Seller's knowledge no building on the property contains or has ever contained insulation that contains ureaformaldehyde.This warranty shall survive and not merge on the completion of this transaction,and if the building is part of a multiple unit building,this warranty shall only apply to that part of the building which is the subject of this transaction. 24. LEGAL,ACCOUNTING AND ENVIRONMENTAL ADVICE:The parties acknowledge that any information provided by the:brokerage is not legal,tax or environmental advice,and that it has been recommended that the parties obtain independent professional advice prior to signing this document. 25. AGREEMENT IN WRITING:If there is conflict between any provision written or typed in this Agreement(including any Schedule attached hereto)and any provision in the printed portion hereof,the written or typed provision shall supersede the printed provision to the extent of such conflict.This Agreement including any Schedule attached hereto, shall constitute the entire Agreement between Buyer and Seller. There is no representation, warranty,collateral agreement or condition,which affects this Agreement other than as expressed herein.This Agreement shall be read with all changes of gender or number required by the context. 26. TIME AND DATE:Any reference to a time and date in this Agreement shall mean the time and date where the property is located. 27. SUCCESSORS AND ASSIGNS:The heirs,executors,administrators,successors and assigns of the undersigned are bound by the terms herein. DATED at , Ontario this day of September, 2015 SIGNED,SEALED IN THE PRESENCE OF: IN WITNESS whereof I have hereunto set my hand and seal: Straffordville Evangelical Mennonite Church per: :1: f (Witness) • (Buyer) (Date) ,, (Witness) (Buyer) (Date) I;the undersigned Seller, agree to the above Offer. • DATED at Straffordville, Ontario this day of September, 2015 SIGNED, SEALED IN THE PRESENCE OF: IN WITNESS whereof I have hereunto set my hand and seal: . • The Corporation of the Municipality of Bayham . per: • (Witness) (Seller) (Date) (Witness) (Seller) (Date) • CONFIRMATION OF ACCEPTANCE:Notwithstanding anything contained herein to the contrary,I confirm this Agreement with all changes both typed and written was finally accepted by all parties at a.m./p.m.this day of _ _,20 ... • Initials of Buyer: Initials of Seller: Page 4 of 4 ACKNOWLEDGEMENT I acknowledge receipt of my signed copy of this accepted Agreement of I acknowledge receipt of my signed copy of this accepted Agreement of Purchase and Sale, Purchase and Sale. The Corporation of the Municipality of Bayham Straffordville Evangelical Mennonite Church • per: per: (Seller) (Date) (Buyer) (Date) (Seller) (Date) (Buyer) (Date) • Address for Service: Address for Service: Seller's Lawyer:Michael G.Szorenyi Buyer's Lawyer:D.Bradley Bennett Address: 36 Broadway,Tillsonburg,ON N4G 3P1 Address:36 Broadway,Tillsonburg,ON N4G 3P1 Telephone No. (519)842-3658 Telephone No.(519)842-3658 Fax No. (519)842-5001 Fax No.(519)842-5001 SCHEDULE A to Agreement of Purchase and Sale This Schedule is attached to and forms part of the Agreement of Purchase and Sale BETWEEN: BUYER: STRAFFORDVILLE EVANGELICAL MENNONITE CHURCH AND: SELLER: THE CORPORATION OF THE MUNICIPALITY OF BAYHAM for the purchase and sale of 56169 Heritage Line,Straffordville, ON NOJ 1Y0 Purchase Price i; . Buyer agreed to pay the balance of the purchase price, subject to adjustments, by bank draft or certified cheque, to the Seller, or as it may direct, on the completion of this transaction. I. A Reference Plan shall be registered for Parcel D on Schedule "B" to accommodate a proposed construction of the 60 x 100 foot addition to the west side of the existing building. Purchaser to pay all associated costs with respect to the Reference Plan. 2, The Buyer and the Seller agree to enter into a satisfactory parking lot agreement to be registered on title prior to the completion date including, but not limited to, the following terms: (a) . The Buyer shall maintain the parking lot to be purchased (see area"A"in attached Schedule "B") and the parking lot retained by the Seller (see area"11!,5!in attached Schedule"B") in all seasons to the required specifications of the Selle%aiid failing which in the event the Seller has to maintain the parking lot to the required specifications,the cost of same shall be the responsibility of the Buyer., (b) Capital work initiated by the Seller,if any, shall be split equally between the Buyer and the Seller. (c) There are no restrictions as to the mutual use of the parking lot by the Buyer and the Seller. (d) The agreement shall include an encroachment agreement for the side entrance into the park for the benefit of the Seller. 3, The Buyer and the Seller agree to enter into an encroachment agreement regarding the •cement pad encroaching on the southerly limit of PART 1, 11R-9921 (see pica "C" in Initials of Buyer(s): Initials of Seller(s) • • ::Page2of 2 attached Schedule"B")to be registered on title prior to the completion date. 4. The 13uyer and the Seller agree to enter into a well agreement for the continued use of the well water for the food booth owned by the Seller to be registered on title prior to the completion date. 5. Purchaser accepts the buildings in an where is, as is condition including those deficiencies set out in the Building Report by Centric Engineering, October 20, 2014. 6. Seller to be allowed to relocate the Lions Statue to the Straffordville Park, 7. Purchaser agrees to incorporate"Bayham/Straffordville Community Centre"into the facility name or the same to be posted on an entrance to the facility. Title Search The Buyer shall be allowed until fifteen (15) days prior to the completion date (the "Requisition Date")to examine the title to the property at its own expense. • • • Initials of Buyer(s): Initials of Seller(s)