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2021-109 By-law to Declare Surplus and authorize the Sale of Lands to the County of Simcoe and the Execution of Documents related thereto;The Corporation of the Township of Oro-Medonte By -Law No. 2021-109 Being a By-law to Declare Surplus and Authorize the Sale of Lands to the County of Simcoe and the Execution of Documents related thereto; Whereas Section 270 of the Municipal Act, 2001, S.O. 2001, c.25, as amended, authorizes a Council of a municipality to sell or otherwise dispose of land in accordance with policies adopted and maintained by the municipality in respect thereof; And Whereas Council enacted By -Law No. 2012-112 on the 6'h day of June, 2012, Being a By-law to Establish a Policy with respect to the Sale and Other Disposition of Land; And Whereas the Corporation of the Township of Oro-Medonte is the owner of lands described as Part of 739 Horseshoe Valley Road West, Township of Oro-Medonte, County of Simcoe, legally described as Part.of the North Half of the West Half of Lot 1, Concession 5 Oro, being Part 2 on Plan 51 R-42943, Township of Oro-Medonte, County of Simcoe, being part of PIN 74056-0057 (LT), having an area of approximately 2,888 square meters (0.714 acres), more or less ("Property"); And Whereas the Corporation of the Township of Oro-Medonte is the owner of lands described as Part of 3387 Line 4 North, Township of Oro-Medonte, County of Simcoe legally described as Part Lot 1, Concession 5 Oro, being Part 1 on Plan 51 R-42943, Township of Oro-Medonte, County of Simcoe, being part of PIN 74056-0055 (LT), having an area of approximately 689 square meters (0.170 acres), more or less ("Property"); And Whereas the County of Simcoe is the owner of and has jurisdiction over Horseshoe Valley Road (County Road 22); And Whereas the County of Simcoe requires additional lands along Horseshoe Valley Road and Line 4 North and has offered to purchase a portion of the Township's Lands for such purposes; And Whereas Council has determined that the said lands legally described as, Part of the North Half of the West Half of Lot 1, Concession 5 Oro, being Part 2 on Plan 51 R-42943, Township of Oro- Medonte, County of Simcoe, being part of PIN 74056-0057 (LT) and Part Lot 1, Concession 5 Oro, being Part 1 on Plan 51 R-42943, Township of Oro-Medonte, County of Simcoe, being part of PIN 74056-0055 (LT), are not required for municipal purposes; Now Therefore the Council of the Township of Oro-Medonte hereby enacts as follows: 1. That the said lands legally described as, Part of the North Half of the West Half of Lot 1, Concession 5 Oro, being Part 2 on Plan 51 R-42943, Township of Oro-Medonte, County of Simcoe, being part of PIN 74056-0057 (LT) and Part Lot 1, Concession 5 Oro, being Part 1 on Plan 51 R-42943, Township of Oro-Medonte, County of Simcoe, being part of PIN 74056-0055 (LT), are declared surplus to the needs of the municipality; 2. The Mayor and Clerk are hereby authorized to execute the Agreements of Purchase and Sale attached hereto as Schedule A. 3. Upon execution of the amended agreement by the County of Simcoe and Township of Oro- Medonte, the Mayor and Clerk are hereby authorized to execute closing documents provided by the Municipal Solicitor. By -Law Read a First, Second and Third time, and Passed this 10th day of November, 2021. The Corporation of he Township of Oro-Medonte Mayor, H. . Hhes_ Cie Yvonne Aubichon By -Law 2021 - 109 Schedule "A" Agreements of Purchase and Sale: Part of 739 Horseshoe Valley Road West, Township of Oro-Medonte, County of Simcoe, legally described as Part of the North Half of the West Half of Lot 1, Concession 5 Oro, being Part 2 on Plan 51 R-42943, Township of Oro-Medonte, County of Simcoe, being part of PIN 74056-0057 (LT); Part of 3387 Line 4 North, Township of Oro-Medonte, County of Simcoe legally described as Part Lot 1, Concession 5 Oro, being Part 1 on Plan 51 R-42943, Township of Oro-Medonte, County of Simcoe, being part of PIN 74056-0055 (LT). Schedule .L- to By -Law No. �MI - \U\ AGREEMENT OF PURCHASE AND SALE BUYER: THE CORPORATION OF THE COUNTY OF SIMCOE SELLER: THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE PROPERTY: Part of 739 Horseshoe Valley Road West, Township of Oro- Medonte, County of Simcoe, legally described as Part of the North Half of the West Half of Lot 1, Concession 5 Oro, being Part 2 on Plan 51R-42943, attached hereto as Schedule "A", Township of Oro-Medonte, County of Simcoe, being part of PIN 74056-0057 (LT), having an area of approximately 2,888 square meters (0.714 acres), more or less ("Property"); PURCHASE PRICE: THIRTY ONE THOUSAND FIVE HUNDRED AND EIGHTY FOUR DOLLARS-----XX1100 ($31,584.00) Canadian PAYMENT: The Buyer agrees to pay the purchase price by certified cheque or bank draft to the Seller's solicitor on closing, subject to any adjustments set out in Schedule "B". 2. SCHEDULES: SCHEDULES 'W' and "B" form part of this agreement. 3. IRREVOCABLE: This Offer shall be irrevocable by the Buyer until 4:00 p.m. on re 'day of9eteber, 2021, after which time, if not accepted; this Offer shall be null and void. ,° e k r , 4. REFERENCE PLAN: The Buyer agrees to pay for all costs associated with the preparation and registration of a reference plan for the required land taking for this transaction. S. CONDITION PRECEDENT: The Seller acknowledges that the Buyer has delegated authority to negotiate this Agreement, but that it is conditional for a period of one hundred and twenty (120) days from acceptance (the "Condition Date") upon confirmation that the Agreement meets the terms set out in the applicable By-law of the Council of the Corporation of the County of Simcoe. The Buyer shall use its best efforts to satisfy this condition by the Condition Date. In the event that the Buyer does not provide written notice to the Seller or the Seller's solicitor that this condition is fulfilled or waived by the Condition Date, then this Agreement shall become null and void. The Seller and Buyer agree that this is a true condition precedent. 6. COMPLETION DATE: This agreement shall be completed no later than 45 days after the Notice of Fulfillment of Condition has been delivered to the Seller in respect of the condition contained in paragraph 5 above, unless otherwise agreed to in writing between the parties. Provided that the Completion Date may be accelerated or extended by mutual agreement. 7. RIGHT OF ENTRY: Upon acceptance of this agreement the Seller hereby irrevocably authorizes the Buyer and its engineers, consultants, contractors, employees or other authorized representatives, including the applicable Hydro authority, to enter onto the Property at any time to complete such inspections, surveys or tests and to commence construction of all work required by the Buyer to complete the road widening, including without limitation tree removal and hydro pole relocation. The Buyer agrees that should the agreement fail to close due to the fault of the Buyer, any damage done to the Seller's property as a result of actions taken by the Buyer pursuant to this paragraph shall be rectified by the Buyer at its expense. The Buyer further agrees to indemnify the Seller for any and all liability arising as a result of the Buyer, and its engineers, consultants, contractors, employees or other authorized representatives, entering onto any portion of the Seller's property for the purposes set out in this paragraph. 8. DISCHARGE: The Seller agrees to obtain a partial discharge of any existing mortgages, liens, or other encumbrances now registered against the Property on or before closing at his own expense. The Buyer shall not be required to accept the Seller's solicitor's undertaking to discharge any existing mortgages, liens, or other encumbrances. 9. ENVIRONMENTAL WARRANTIES: The Seller warrants that: (i) the Seller has not been prosecuted for or convicted of any offence under any Environmental Laws as defined in Section 25 of this agreement nor has the Seller been found liable in any proceeding to pay any fine, penalty, damages, amount or judgment to any person as a result of any release or threatened release as defined in Environmental Laws or as a result of the breach of any Environmental Laws and to the knowledge of the Seller there is no basis for any such proceeding or action; (ii) no part of the Property has ever been used by the Seller as a landfill or for the disposal of waste and to the best of the knowledge of the Seller no part of the Property has been used by any other person as a landfill or for the disposal of waste; (iii) to the best of the Seller's knowledge and belief there are no past or present conditions, events or circumstances that: (a) have or may reasonably be expected to give rise to any claim or other obligation under any Environmental Laws or that may require the Buyer to incur any environmental costs, or (b) may reasonably be expected to form the basis of any claim, investigation or inquiry against or involving the Seller or Buyer based on or related to any environmental matter or which could reasonably be expected to require either of the Seller or Buyer to incur any environmental costs, and (c) except to the extent that such request or requirement has been fully complied with, the Seller has not been requested or required by any governmental authority to perform any investigatory or remedial activity or other action in connection with any environmental matter; (iv) to the best of the Seller's knowledge no hazardous waste or substance has been stored, treated or disposed of on or about the Property and no underground storage tanks or other containers currently exist on the portion of the Property to be conveyed; (v) the Seller has made full disclosure in writing to the Buyer of all facts and circumstances relating to the environmental conditions pertaining to the Property. 10. NOTICE: Any notice relating hereto or provided herein shall be in writing. This agreement, any counter-offer, notice of acceptance thereof, or any notice shall be deemed given and received, 0) if by personal delivery, on the day of delivery; (ii) if by facsimile transmission on the date of delivery with electronic confirmation of receipt obtained; (iii) if by email transmission in "pdf' format on the date of delivery with electronic confirmation of email be sent; and (iv) if by prepaid registered mail on the 4t" business day following the posting thereof. 11. TITLE SEARCH: The Buyer shall be allowed until Closing to examine title to the Property, at its own expense, to satisfy itself that there are no outstanding work orders or deficiency notices affecting the Property. The present use of the Property is Vacant Land. 12. HST: If this transaction is subject to Harmonized Sales Tax (H.S.T.) then such H.S.T. shall be in addition to and not included in the purchase price, and the H.S.T. shall be collected and remitted in accordance with applicable legislation. 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, R.S. 1985, c. E-15 ("ETA"), 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. If this transaction is not subject to H.S.T., the Seller agrees to certify on or before closing that the transaction is not subject to H.S.T. 13. TITLE: Provided that the title to the Property is good and free from all restrictions, charges, liens, claims 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 agreements with a service including, without limitatio n c. any minor easements for the supply of utility or telephone services to the Property or to adjacent properties; and d. any easements for drainage, storm or sanitary sewer, 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 time for examining the title any valid objection to title, or any outstanding work order or deficiency notice, or to the fact that 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 or Seller's solicitor, 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 money therefore paid shall be returned without interest or deduction and Seller and his Agents shall not be liable for any costs or damages. Save as to any valid objection so made within such time, and except for any objection going to the root of title, Buyer shall be conclusively deemed to have accepted the Seller's title to the Property. The Seller hereby consents to the municipality or other government authority releasing to the Buyer details of all outstanding work orders or deficiency notices affecting the Property, and the Seller agrees to execute and deliver to the Buyer or his solicitor such further authorizations in this regard as the Buyer may reasonably require. 14.INSPECTION:The Buyer acknowledges having the opportunity to inspect the property prior to submitting this agreement and the Seller understands that upon Council approval this agreement shall be a binding Agreement of Purchase and Sale between the Purchase and the Seller. 15. PRIVACY CONSENT: The Seller hereby consents to, local and regional municipalities, the Province or any other governmental authority having jurisdiction, releasing to the Buyer details of all outstanding municipal or other compliance or work orders or deficiency notices affecting the Property and/or such information related to the Property as is in their respective files and the Seller agrees to promptly execute and deliver to the Buyer such further authorizations in this regard as the Buyer may reasonably require. 16. FUTURE USE: The Seller and Buyer agree that there is no condition, express or implied, representation or warranty of any kind that the future intended use of the Property by Buyer is or will be lawful except as may specifically be stipulated elsewhere in this agreement. 17. DOCUMENTS: The 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. Seller agrees that, if requested by the Buyer, he will deliver any sketch or survey of the Property in his possession or within his control to Buyer as soon as possible and prior to the last day allowed for examining title. 18. PLANNING ACT: Provided that this agreement shall be effective to create an interest in the Property only if the subdivision control provisions of the Planning Act, R.S.O. 1990, c.P.13, are complied with by Seller on or before completion and Seller hereby covenants to proceed diligently at his expense to obtain any necessary consent on or before completion. 19. RESIDENCY: The Buyer shall be credited towards the Purchase Price with the amount, if any, which it shall be necessary for Buyer to pay to the Minister of National Revenue in order to satisfy Buyer's liability in respect of tax payable by Seller under the non -residency provisions of the Income Tax Act, R.S.C. 1985, c.1, by reason of his sale. Buyer shall not claim such credit if Seller delivers on completion the prescribed certificate or the Seller's his statutory declaration that the Seller he is not then a non-resident of Canada. 20. CLOSING ARRANGEMENTS: Each of the Seller and Buyer shall retain a lawyer to complete the transaction, and where the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, c.L.4 and the Electronic Registration Act, 1991, S.O. 1991, c.44, and any amendment thereto, the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registerable 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 form of which is as recommended from time to time by 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. 21. DOCUMENT PREPARATION: The Transfer and all closing documentation shall be prepared in registerable form by the Buyer's solicitor, at the expense of Buyer. If requested by Buyer, Seller covenants that the Transfer to be delivered on completion shall contain the statements contemplated by section 50(22) of the Planning Act, R.S.O. 1990, c.P.13. 22. ADJUSTMENTS: There shall be no adjustments made for realty taxes etc. on Closing. 23. 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 solicitors who may be specifically authorized in that regard. 24. TENDER: Any tender of documents or money hereunder may be made upon Seller or Buyer or their respective solicitors on the day set for completion of this agreement. 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. 25. FAMILY LAW ACT: The Seller warrants that spousal consent is not necessary to this transaction under the provisions of the Family Law Act, R.S.O. 1990, c.F.3, unless the Seller's spouse has executed the consent hereinafter provided. 26. ENVIRONMENTAL LAWS: Environmental Laws means all laws (including common law, statutes, bylaws, rules, regulations, orders, ordinances, protocols, codes, guidelines, treaties, policies, notices, directions, decrees, judgments, awards or requirements) of any governmental authority relating in full or in part to the environment (as defined in Environmental Laws), pollution or protection of the environment, the management, collection, handling, transfer, storage, processing, treatment, deposit or disposal of waste of any nature or kind, and includes those applicable Environmental Laws relating to collection, storage, generation, use, handling, manufacturing, processing, transfer, transportation, treatment, reuse, recycling, release and disposal of hazardous substances, any applicable municipal or other sewer use by-law, as amended from time to time. 27. AGREEMENT IN WRITING: If there is a conflict or discrepancy between any provision added to this agreement (including any Schedule to this agreement) and any provisions in the printed portion hereof, the added provision shall supersede the printed provision to the extent of such conflict or discrepancy. This agreement, including any Schedules attached hereto, shall constitute the entire agreement between the Buyer and Seller. There is no representation, 4 warranty, collateral agreement or condition, whether direct or collateral or expressed or implied, which induced any party hereto to enter into this agreement or on which reliance is placed by any such party, or which affects this agreement or the Property or supported hereby, other than as expressed herein. This agreement shall be read with all changes of gender or number required by the context. 28. HEADINGS: The headings inserted into this agreement are inserted for convenience only and shall not be used as a means of interpreting this agreement. 29. GENDER & PLURALS: This agreement shall be read with all changes of gender or number required by the context. 30. ENUREMENT: This agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective heirs, executors, successors, administrators and assigns. 31. ENFORCEABILITY: The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any provision hereof and any such invalid or unenforceable provision shall be deemed to be severable. 32. GOVERNING LAWS: This agreement is made pursuant to and shall be governed by and construed in accordance with the laws of the Province of Ontario and shall be treated in all respects as an Ontario contract. 33. FACSIMILEIEMAIL TRANSMISSION: The Buyer and Seller agree that the acceptance, rejection or modification of this agreement may be transmitted by "fax" document transmission or by email to their respective solicitors and that communication by such means will be legal and binding on all parties. (The Rest of this page is intentionally left blank] E 34. SUCCESSORS AND ASSIGNS: The heirs, executors, administrators, successors and assigns of the undersigned are bound by the terms herein. BUYER: DATED at Midhurst, Ontario this ZD h day of �j,/�� �E ylr 2021 _ai�ca' THE CORPORATION OF THE COUNTY OF SIMCOE by its Agent, Sandra Robinson, RWA Real Estate Manager, Procurement, Fleet and Property Department. SELLER: 1 hereby accept the above offer, and covenant, promise and agree to and with the above -named Buyer to duly carry out the same (on the terms and conditions above -mentioned. DATED at izV_Vv5V't this 10 day of lJeti�e�r��t- , 2021 Ooo THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE Per: Name: Title: N\,- �n{ Per: Name: yV� n4 Ao`otc`.o� Title: C.l,e T, I/We have the authority to bind the Corporation. SELLER'S SOLICITOR: BUYER'S SOLICITOR: Zarah Walpole Director of Legal Services The Corporation of the County of Simcoe Administration Centre 1110 Hwy 26, Midhurst, ON L9X 1N6 TEL: 705-726-9300 ext 1627 FAX: 705-737-3634 EMAIL: zarah.walpole@simcoe.ca R SCHEDULE"A" To the Agreement of Purchase and Sale between The Corporation of the County of Simcoe, as Buyer and The Corporation of the Township of Oro-Medonte, as Sellers. 7 SCHEDULE "B" To the Agreement of Purchase and Sale between The Corporation of the County of Simcce, as Buyer and The Corporation of the Township of Oro-Medonte, as Sellers. 1. The Buyer agrees to pay, in addition to the purchase price, as an adjustment on closing, the Seller's legal costs in the following amounts: a. Up to a maximum of $700.00 for legal fees, disbursements and HST for negotiations leading up to the execution of the Agreement of Purchase and Sale upon provision of a signed invoice by the Seller's lawyer. b. Up to a maximum of $1,500.00 for legal fees, disbursements and HST for the completion of the sale of the Property. 2. Up to a maximum of $250.00 for legal fees, disbursements and HST for preparing and obtaining each partial discharge of mortgage upon receipt of a signed invoice from the Seller's lawyer. 3. The Buyer agrees to pay, in addition to the purchase price, as an adjustment on closing, the sum of $200.00 for the review of the County's appraisal or other related expenses incurred by the Seller, upon receipt of an invoice for same. 4. Should the Seller choose to retain cut wood or lumber from the frontage of the Property, the Seller agrees to provide the Buyer with written notice on or before closing as to whether he would like the cut wood, otherwise the Buyer will have no obligation to leave it for the Seller. 5. The Seller agrees to permit access to the Seller's remaining property for minor lot grading purposes after Closing, if required. The Buyer agrees that upon completion of all work all the surface areas are to be restored to the satisfaction of the Seller, acting reasonably. 6. The Seller agrees that the compensation paid under this agreement is full satisfaction for its Property and waives any claims under the Expropriations Act, R.S.O. 1990 c.E 26. 7. The Seller acknowledges and agrees that the Property being purchased herein does not need to be assumed into the road system by the Buyer pursuant to section 31(6) of the Municipal Act, 2001. The Transfer from the Seller to the Buyer will contain a statement indicating that the Transfer of the Property is for "road widening purposes". a. The Buyer undertakes to do the following after completion of all construction and road works: a. Restore all surface areas to the satisfaction of the Seller, acting reasonably; b. Ensure a safe and reasonable level driveway entrance, if applicable; and, c. Relocate approximately 122 metres of the existing chain -link fence back onto private property. 0 AGREEMENT OF PURCHASE AND SALE BUYER: THE CORPORATION OF THE COUNTY OF SIMCOE SELLER: THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE PROPERTY: Part of 3387 Line 4 North, Township of Oro-Medonte, County off Simcoe, legally described as Tarsal 1 20 0.83t:3a-6 0Fe-4; Pam'` Lot 1, Concession 5 Oro, being Part 1 on Plan 51R-42943, attached hereto as Schedule "A", Township of Oro-Medonte, County of Simcoe, being part of PIN 74056-0055 (LT), having an area of approximately 689 square meters (0.170 acres), more or less ("Property'); PURCHASE PRICE: TWENTY THOUSAND NINE HUNDRED AND TWENTY FOUR DOLLARS-----XX/100 ($20,924.00) Canadian 1. PAYMENT: The Buyer agrees to pay the purchase price by certified cheque or bank draft to the Seller's solicitor on closing, subject to any adjustments set out in Schedule "B". 2. SCHEDULES: SCHEDULES "A" and "B" form part of this agreement. 3. IRREVOCABLE: This Offer shall be irrevocable by the Buyer until 4:00 p.m. on �We �W,gday of sstobff, 2021, after which time, if not accepted; this Offer shall 4be null and void. 4. REFERENCE PLA4: The Buyer agrees to pay for all costs associated with the preparation and registration of a reference plan for the required land taking for this transaction. 5. CONDITION PRECEDENT: The Seller acknowledges that the Buyer has delegated authority to negotiate this Agreement, but that it is conditional for a period of one hundred and twenty (120) days from acceptance (the "Condition Date") upon confirmation that the Agreement meets the terms set out in the applicable By-law of the Council of the Corporation of the County of Simcoe. The Buyer shall use its best efforts to satisfy this condition by the Condition Date. In the event that the Buyer does not provide written notice to the Seller or the Seller's solicitor that this condition is fulfilled or waived by the Condition Date, then this Agreement shall become null and void. The Seller and Buyer agree that this is a true condition precedent. 6. COMPLETION DATE: This agreement shall be completed no later than 45 days after the Notice of Fulfillment of Condition has been delivered to the Seller in respect of the condition contained in paragraph 5 above, unless otherwise agreed to in writing between the parties. Provided that the Completion Date may be accelerated or extended by mutual agreement. 7. RIGHT OF ENTRY: Upon acceptance of this agreement the Seller hereby irrevocably authorizes the Buyer and its engineers, consultants, contractors, employees or other authorized representatives, including the applicable Hydro authority, to enter onto the Property at any time to complete such inspections, surveys or tests and to commence construction of all work required by the Buyer to complete the road widening, including without limitation tree removal and hydro pole relocation. The Buyer agrees that should the agreement fail to close due to the fault of the Buyer, any damage done to the Seller's property as a result of actions taken by the Buyer pursuant to this paragraph shall be rectified by the Buyer at its expense. The Buyer further agrees to indemnify the Seller for any and all liability arising as a result of the Buyer, and its engineers, consultants, contractors, employees or other authorized representatives, entering onto any portion of the Seller's property for the purposes set out in this paragraph. 8. DISCHARGE: The Seller agrees to obtain a partial discharge of any existing mortgages, liens, or other encumbrances now registered against the Property on or before closing at his own expense. The Buyer shall not be required to accept the Seller's solicitor's undertaking to discharge any existing mortgages, liens, or other encumbrances. 9. ENVIRONMENTAL WARRANTIES: The Seller warrants that: (i) the Seller has not been prosecuted for or convicted of any offence under any Environmental Laws as defined in Section 25 of this agreement nor has the Seller been found liable in any proceeding to pay any fine, penalty, damages, amount or judgment to any person as a result of any release or threatened release as defined in Environmental Laws or as a result of the breach of any Environmental Laws and to the knowledge of the Seller there is no basis for any such proceeding or action; (ii) no part of the Property has ever been used by the Seller as a landfill or for the disposal of waste and to the best of the knowledge of the Seller no part of the Property has been used by any other person as a landfill or for the disposal of waste; (iii) to the best of the Seller's knowledge and belief there are no past or present conditions, events or circumstances that: (a) have or may reasonably be expected to give rise to any claim or other obligation under any Environmental Laws or that may require the Buyer to incur any environmental costs, or (b) may reasonably be expected to form the basis of any claim, investigation or inquiry against or involving the Seller or Buyer based on or related to any environmental matter or which could reasonably be expected to require either of the Seller or Buyer to incur any environmental costs, and (c) except to the extent that such request or requirement has been fully complied with, the Seller has not been requested or required by any governmental authority to perform any investigatory or remedial activity or other action in connection with any environmental matter; (iv) to the best of the Seller's knowledge no hazardous waste or substance has been stored, treated or disposed of on or about the Property and no underground storage tanks or other containers currently exist on the portion of the Property to be conveyed; (v) the Seller has made full disclosure in writing to the Buyer of all facts and circumstances relating to the environmental conditions pertaining to the Property. 10. NOTICE: Any notice relating hereto or provided herein shall be in writing. This agreement, any counter-offer, notice of acceptance thereof, or any notice shall be deemed given and received, (i) if by personal delivery, on the day of delivery; (ii) if by facsimile transmission on the date of delivery with electronic confirmation of receipt obtained; (iii) if by email transmission in "pdf' format on the date of delivery with electronic confirmation of email be sent; and (iv) if by prepaid registered mail on the 41h business day following the posting thereof. 11. TITLE SEARCH: The Buyer shall be allowed until Closing to examine title to the Property, at its own expense, to satisfy itself that there are no outstanding work orders or deficiency notices affecting the Property. The present use of the Property is Vacant Land. 12. HST: If this transaction is subject to Harmonized Sales Tax (H.S.T.) then such H.S.T. shall be in addition to and not included in the purchase price, and the H.S.T. shall be collected and remitted in accordance with applicable legislation. 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, R.S. 1985, c. E-15 ("ETA"), 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. If this transaction is not subject to H.S.T., the Seller agrees to certify on or before closing that the transaction is not subject to H.S.T. 13. TITLE: Provided that the title to the Property is good and free from all restrictions, charges, liens, claims 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 agreements with a municipality or a supplier of utility service including, without limitation, electricity, water, sewage, gas, telephone or cable television or other telecommunication service, provided such have been complied with or security has been posted to ensure compliance and completion as evidenced by letter from the relevant municipality or utility supplier; c. any minor easements for the supply of utility or telephone services to the Property or to adjacent properties; and d. any easements for drainage, storm or sanitary sewer, 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 time for examining the title any valid objection to title, or any outstanding work order or deficiency notice, or to the fact that 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 or Seller's solicitor, 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 money therefore paid shall be returned without interest or deduction and Seller and his Agents shall not be liable for any costs or damages. Save as to any valid objection so made within such time, and except for any objection going to the root of title, Buyer shall be conclusively deemed to have accepted the Seller's title to the Property. The Seller hereby consents to the municipality or other government authority releasing to the Buyer details of all outstanding work orders or deficiency notices affecting the Property, and the Seller agrees to execute and deliver to the Buyer or his solicitor such further authorizations in this regard as the Buyer may reasonably require. 14.INSPECTION:The Buyer acknowledges having the opportunity to inspect the property prior to submitting this agreement and the Seller understands that upon Council approval this agreement shall be a binding Agreement of Purchase and Sale between the Purchase and the Seller. 15. PRIVACY CONSENT: The Seller hereby consents to, local and regional municipalities, the Province or any other governmental authority having jurisdiction, releasing to the Buyer details of all outstanding municipal or other compliance or work orders or deficiency notices affecting the Property and/or such information related to the Property as is in their respective files and the Seller agrees to promptly execute and deliver to the Buyer such further authorizations in this regard as the Buyer may reasonably require. 16. FUTURE USE: The Seller and Buyer agree that there is no condition, express or implied, representation or warranty of any kind that the future intended use of the Property by Buyer is or will be lawful except as may specifically be stipulated elsewhere in this agreement. 17. DOCUMENTS: The 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. Seller agrees that, if requested by the Buyer, he will deliver any sketch or survey of the Property in his possession or within his control to Buyer as soon as possible and prior to the last day allowed for examining title. 18. PLANNING ACT: Provided that this agreement shall be effective to create an interest in the Property only if the subdivision control provisions of the Planning Act, R.S.O. 1990, c.P.13, are complied with by Seller on or before completion c and Seller hereby covenants to proceed diligently at his expense to obtain any necessary consent on or before completion. 19. RESIDENCY: The Buyer shall be credited towards the Purchase Price with the amount, if any, which it shall be necessary for Buyer to pay to the Minister of National Revenue in order to satisfy Buyer's liability in respect of tax payable by Seller under the non -residency provisions of the Income Tax Act, R.S.C. 1985, c.1, by reason of his sale. Buyer shall not claim such credit if Seller delivers on completion the prescribed certificate or the Seller's his statutory declaration that the Seller he is not then a non-resident of Canada. 20. CLOSING ARRANGEMENTS: Each of the Seller and Buyer shall retain a lawyer to complete the transaction, and where the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, c.L.4 and the Electronic Registration Act, 1991, S.O. 1991, c.44, and any amendment thereto, the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registerable 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 form of which is as recommended from time to time by 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. 21. DOCUMENT PREPARATION: The Transfer and all closing documentation shall be prepared in registerable form by the Buyer's solicitor, at the expense of Buyer. If requested by Buyer, Seller covenants that the Transfer to be delivered on completion shall contain the statements contemplated by section 50(22) of the Planning Act, R.S.O. 1990, c.P.13. 22. ADJUSTMENTS: There shall be no adjustments made for realty taxes etc. on Closing. 23. 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 solicitors who may be specifically authorized in that regard. 24. TENDER: Any tender of documents or money hereunder may be made upon Seller or Buyer or their respective solicitors on the day set for completion of this agreement. 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. 25. FAMILY LAW ACT: The Seller warrants that spousal consent is not necessary to this transaction under the provisions of the Family Law Act, R.S.O. 1990, c.F.3, unless the Seller's spouse has executed the consent hereinafter provided. 26. ENVIRONMENTAL LAWS: Environmental Laws means all laws (including common law, statutes, bylaws, rules, regulations, orders, ordinances, protocols, codes, guidelines, treaties, policies, notices, directions, decrees, judgments, awards or requirements) of any governmental authority relating in full or in part to the environment (as defined in Environmental Laws), pollution or protection of the environment, the management, collection, handling, transfer, storage, processing, treatment, deposit or disposal of waste of any nature or kind, and includes those applicable Environmental Laws relating to collection, storage, generation, use, handling, manufacturing, processing, transfer, transportation, treatment, reuse, recycling, release and disposal of hazardous substances, any applicable municipal or other sewer use by-law, as amended from time to time. 27. AGREEMENT IN WRITING: If there is a conflict or discrepancy between any provision added to this agreement (including any Schedule to this agreement) and any provisions in the printed portion hereof, the added provision shall supersede the printed provision to the extent of such conflict or discrepancy. This agreement, including any Schedules attached hereto, shall constitute the entire agreement between the Buyer and Seller. There is no representation, warranty, collateral agreement or condition, whether direct or collateral or expressed or implied, which induced any party hereto to enter into this agreement or on which reliance is placed by any such party, or which affects this agreement or the Property or supported hereby, other than as expressed herein. This agreement shall be read with all changes of gender or number required by the context. 28. HEADINGS: The headings inserted into this agreement are inserted for convenience only and shall not be used as a means of interpreting this agreement. 29. GENDER & PLURALS: This agreement shall be read with all changes of gender or number required by the context. 30. ENUREMENT: This agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective heirs, executors, successors, administrators and assigns. 31. ENFORCEABILITY: The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any provision hereof and any such invalid or unenforceable provision shall be deemed to be severable. 32. GOVERNING LAWS: This agreement is made pursuant to and shall be governed by and construed in accordance with the laws of the Province of Ontario and shall be treated in all respects as an Ontario contract. 33. FACSIMILE/EMAIL TRANSMISSION: The Buyer and Seller agree that the acceptance, rejection or modification of this agreement may be transmitted by "fax" document transmission or by email to their respective solicitors and that communication by such means will be legal and binding on all parties. [The Rest of this page is intentionally left blank] 34. SUCCESSORS AND ASSIGNS: The heirs, executors, administrators, successors and assigns of the undersigned are bound by the terms herein. BUYER: DATED at Midhurst, Ontario this day of 5� ] e�� h-P%, 2021. �c3Lv�,liG(�L� �CPJT THE CORPORATION OF THE COUNTY OF SIMCOE by its Agent, Sandra Robinson, RWA Real Estate Manager, Procurement, Fleet and Property Department. SELLER: I hereby accept the above offer, and covenant, promise and agree to and with the above -named Buyer to duly carry out the same (on the terms and conditions above -mentioned. DATED at �o`"��\`} � this \D day of \�oJ etvb F( 2021 O�ie� c\a—,.0 THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE Per: Name: okv'�5 Title: Per: \(`�Y� 6z, Name: Title: [Me have the authority to bind the Corporation. SELLER'S SOLICITOR: BUYER'S SOLICITOR: Zarah Walpole Director of Legal Services The Corporation of the County of Simcoe Administration Centre 1110 Hwy 26, Midhurst, ON L9X 1N6 TEL: 705-726-9300 ext 1627 FAX: 705-737-3634 EMAIL: zarah.walpole@simcoe.ca 0 SCHEDULE"A" To the Agreement of Purchase and Sale between The Corporation of the County of Simcoe, as Buyer and The Corporation of the Township of Oro-Medonte, as Sellers. 7 SCHEDULE"B" To the Agreement of Purchase and Sale between The Corporation of the County of Simcoe, as Buyer and The Corporation of the Township of Oro-Medonte, as Sellers. The Buyer agrees to pay, in addition to the purchase price, as an adjustment on closing, the Seller's legal costs in the following amounts: a. Up to a maximum of $700.00 for legal fees, disbursements and HST for negotiations leading up to the execution of the Agreement of Purchase and Sale upon provision of a signed invoice by the Seller's lawyer. b. Up to a maximum of $1,500.00 for legal fees, disbursements and HST for the completion of the sale of the Property. 2. Up to a maximum of $250.00 for legal fees, disbursements and HST for preparing and obtaining each partial discharge of mortgage upon receipt of a signed invoice from the Seller's lawyer. 3. The Buyer agrees to pay, in addition to the purchase price, as an adjustment on closing, the sum of $200.00 for the review of the County's appraisal or other related expenses incurred by the Seller, upon receipt of an invoice for same. 4. Should the Seller choose to retain cut wood or lumber from the frontage of the Property, the Seller agrees to provide the Buyer with written notice on or before closing as to whether he would like the cut wood, otherwise the Buyer will have no obligation to leave it for the Seller. 5. The Seller agrees to permit access to the grading purposes after Closing, if required. of all work all the surface areas are to be acting reasonably. Seller's remaining property for minor lot The Buyer agrees that upon completion restored to the satisfaction of the Seller, 6. The Seller agrees that the compensation paid under this agreement is full satisfaction for its Property and waives any claims under the Expropriations Act, R.S.O. 1990 c.E 26. 7. The Seller acknowledges and agrees that the Property being purchased herein does not need to be assumed into the road system by the Buyer pursuant to section 31(6) of the Municipal Act, 2001. The Transfer from the Seller to the Buyer will contain a statement indicating that the Transfer of the Property is for "road widening purposes". 8. The Buyer undertakes to do the following after completion of all construction and road works: a. Restore all surface areas to the satisfaction of the Seller, acting reasonably; b. Ensure a safe and reasonable level driveway entrance, if applicable; and, c. Relocate approximately 122 metres of the existing chain -link fence back onto private property. 9. The Buyer agrees to pay the Seller on closing, the sum of $2,000.00 as compensation for any rehabilitation work the Seller believes is required on private property after completion of the construction project. Any rehabilitation work is the sole responsibility of the Seller and the Seller and the Buyer hereby acknowledge and agree that no further compensation will be paid with respect to this work.