2944 To authorize the sale of lands to Oxford Packers LimitedTHE CORPORATION OF THE Town of Tillsonburg
BY-LAW NUMBER 2944
A BY-LAW to authorize the sale of lands to Oxford Packers Limited
WHEREAS the lands subject to this by-law have been authorized for
acquisition by the Corporation of the Town of Tillsonburg for industrial
purposes under authority of by-law 2373.
WHEREAS the Corporation of the Town of Tillsonburg has agreed to sell
certain lands, being Part of Lot 2, Concession 6 North of Talbot Road, more
specifically shown as Part on Reference Plan 41 R- in the Town of
Tillsonburg, in the County of Oxford, being approximately 9 acres, to Oxford
Packers Limited, in accordance with agreement of Purchase and Sale dated
July 18th, 2000, a copy of which is attached and Marked Schedule "A" to this
by-law.
BE IT THEREFORE ENACTED by the Council of the Corporation of the Town
of Tillsonburg as follows:
THAT the Council of the Town of Tillsonburg does hereby authorize the
conveyance of lands known as Part Lot 2, Concession 6 North of Talbot
Road in the Town of Tillsonburg, County of Oxford to Oxford Packers
Limited at the purchase price of $26,500.00 per acre in accordance with
Agreement of Purchase and Sale, attached hereto as Schedule "A" to this
by-law.
2. That Schedule "A" attached hereto is hereby declared to be a part of this
by-law as if written and incorporated herein.
3. THAT the Mayor and Clear are hereby authorized to execute, on behalf of
the Corporation of the Town of Tillsonburg, all document required to
implement the conveyance of lands described in Clause 1 hereof including
the attached agreement of Purchase and Sale.
READ A FIRST, SECOND AND THIRD TIME, PASSED, SIGNED, SEALED
AND NUMBERED 2944 THIS 24TH DAY OF JULY 2000.
C
CAO ERK
AGREEMENT OF PURCHASE AND SALE
1. PARTIES AND PROPERTY
THE CORPORATION OF THE TOWN OF TILLSONBURG (the "Vendor") agrees to
sell to OXFORD PACKERS LIMITED (the "Purchaser") and the Purchaser agrees to
purchase from the Vendor the lands described as the most westerly nine (9) +/- acre
parcel, 580.10' on Clearview Drive and 636.06' on Bayham Drive, Part 2, Registered
Plan 41R-3536, in the Town of Tillsonburg, in the County of Oxford (the "Property"), for
the purpose of constructing and operating an all automatic, refrigerated, cutting and
packaging pork processing plant, receiving and shipping, federally inspected, Schedule II
(the "Proposed Use").
2. PURCHASE PRICE
The purchase price for the Property shall be TWO HUNDRED & THIRTY EIGHT
THOUSAND FIVE HUNDRED DOLLARS ($238,500.00) in Canadian funds (the
"Purchase Price"), payable as follows:
(A) the amount of $10,000.00 in Canadian funds (the "Deposit"), by certified cheque
payable to the Vendor's solicitors, in trust, upon acceptance of this Agreement, to
be held by them in separate interest bearing trust account;
(B) the balance of the Purchaser Price, subject to the adjustments provided for in this
Agreement, is payable on the Closing Date to the Vendor, or as it may direct, by
certified cheque or bank draft.
2. DEPOSIT
The Deposit shall be held by the Vendor's solicitors in trust for the Vendor and the
Purchaser and shall be invested in an interest bearing account or term deposit with A
Schedule 1 Canadian chartered bank pending completion or termination of this
Agreement, shall be credited to the Purchaser as an adjustment and shall be released to
the Vendor on Closing. Interest earned on the Deposit shall be paid to the Purchaser as
soon as possible following Closing. In the event this Agreement is not completed due to
the fault of the Purchaser, the Deposit, together with any interest accrued thereon, shall,
at the option of the Vendor, and in addition to and without prejudice to any other right or
remedy available to the Vendor, be forfeited to the Vendor as liquidated damages and not
as a penalty. In the event this Agreement is not completed due to the fault of the Vendor,
the Deposit, together with any interest accrued thereon, shall be immediately paid to the
Purchaser without any deduction, and in addition to and without prejudice to any other
right or remedy available to the Purchaser. In the event that this Agreement is terminated
by reason that the Purchaser is unable to waive or satisfy the Purchaser's Conditions, in
compliance with the provisions of paragraph 5 of this Agreement, the Deposit, together
with any interest accrued thereon, shall be released to the Purchaser.
(2)
4. VENDOR'S PRE-CLOSING DELIVERIES
Within five (5) business days of the date of execution of this Agreement, the Vendor shall
make available for inspection by the Purchaser and by its agents, each of the following
relating to the Property as may be in the possession of the Vendor (the "Pre-closing
Deliveries"):
(A) any existing survey or surveys;
(B) any reports, assessments, studies,. Orders, certificates and records pertaining to
site or the condition of the improvements to the Property or the soil on the
Property including any environmental assessment reports prepared in connection
with the Property;
(C) A list of names, addresses and contact persons of all consultants engaged at any
time by the Vendor, or having provided professional services to the Vendor,
pertaining to the soil on the Property or the presence of contaminants on or about
the Property (hereinafter called the "Previous Consultants");
(D) Full and complete information concerning the zoning of the Property, its
permitted uses, site coverage requirements, set -backs, side -yards, parking and
other matters affecting any proposed use of the Property.
The Vendor shall deliver to the Purchaser a Certificate executed by an executive officer
of the Vendor that the Pre -Closing Deliveries are complete and available for inspection
within the said 5 business day period (the "Pre -Closing Delivery Certificate").
The Purchaser shall be permitted to take copies of any of the Pre -Closing Deliveries at its
own expense. If this Agreement is not completed for any reason, the Purchaser shall
return all copies of the Pre -Closing Deliveries to the Vendor. All Pre -Closing Deliveries
are made available to the Purchaser on the condition that the same be kept confidential
(save for zoning information or other information available to the general public) and the
Purchaser covenants and agrees not to disclose the contents thereof except to its
principals, employees, consultants and advisors involved in reviewing this Agreement
and the purchase of the Property, all of whom shall similarly be bound to keep the same
strictly confidential, except for such disclosure as may be required by law. Provided that
the Purchaser shall be permitted to disclose the contents of the Pre -Closing Deliveries to
its professional advisors and to any insurance company, bank or governmental or
municipal authority ("Approver") in relation to any applications for insurance coverage,
financing, letter of credit or approval or review of the Assessment report referred to
below. The obligations and liabilities of the Purchaser pursuant to the above provisions
of this paragraph shall survive the termination or completion of this Agreement.
(3)
5. PURCHASER'S CONDITIONS
This Agreement is conditional (the "Purchaser's Conditions")upon the Purchaser
satisfying itself in its sole and unfettered discretion with each of the following:
(A) the Pre -Closing Deliveries;
(B) the results of the Purchaser's due diligence enquiries concerning the Property,
including the condition of the Property, zoning, environmental, waste
management or building restrictions, and the Purchaser's ability to engage in the
Proposed Use from the Property;
(C) its ability to secure satisfactory financing to purchase the Property and to
construct A full service Hog Packing Plant on the Property;
(D) the Purchaser arranging for and securing comprehensive report(s) from its
consultants (the "Consultants Reports") concerning the Property and concerning
the Purchasers intended use of the Property for purposes of constructing and
operating A full service hog packing plant, and the Purchaser's satisfaction with
such Consultants Report.
In the event the Purchaser fails to notify the Vendor that the Purchaser's Conditions have
been satisfied or waived on or before the Condition Date the Purchaser's Condition shall
be deemed to have not been satisfied. In the event the Purchaser notifies the Vendor on
or before the Condition Date that the Purchaser's Conditions have not been satisfied or
waived, then this Agreement shall be terminated, and the Deposit shall be returned to the
Purchaser forthwith with accrued interest, if any, and without deduction. The Purchaser's
Conditions have been inserted in this Agreement for the sole benefit of the Purchaser and
may be waived by it at any time. The Purchaser shall be permitted to extend the
Condition Date for periods not exceeding thirty (30) days in the aggregate in order for the
Purchaser's Consultants to complete the Consultants Reports.
6. REPRESENTATIONS AND WARRANTIES
The Vendor hereby represents and warrants to the Purchaser, and acknowledges that the
Purchaser is relying upon the accuracy of such representations and warranties, as follows:
(A) Except as disclosed in Schedule III hereto there are not facts, circumstances, or
conditions that directly or indirectly relate to the Property and the Proposed Use
with respect to environmental, safety, health or any other matters that have existed
or now exist and already have had or may have an adverse effect on the Property
or that may give rise to any liability on the Purchaser concerning the protection,
(4)
preservation or remediation of the natural environment, whether air, land surface water or
ground water,
(B) the Vendor has no information or knowledge of any conditions upon the Property,
natural or otherwise which would prevent, limit, impede or render more costly the
Purchaser's contemplated use of the Property;
(C) the Proposed Use of the Property will comply with all zoning by-laws all
environmental control by-laws, or regulations applicable to the Proposed Use and
is in conformity with the Official Plan for the Town of Tillsonburg.
7. PURCHASER'S INSPECTION
The Purchaser shall have access to the Property during business hours and upon
reasonable prior notice to the Vendor at any time and from time to time prior to the
Condition Date to conduct such inspections as it deems necessary in order to satisfy itself
in respect of the condition of the Property, including, without limitation, the
environmental condition of the Property (the "Inspections"). The Vendor covenants and
agrees to make all reasonable efforts to permit access to the Property by the Purchaser on
A timely basis for the purpose of the Inspections. The Vendor agrees to execute such
authorizations and directions as the Purchaser may reasonably require to facilitate such
access to the Property. The Inspections and the entry of the Purchaser onto the Property
shall be undertaken at the Purchaser's own risk and expense. Immediately following
completion of the inspections, the Purchaser shall fully restore the Property to the state
and condition it was in immediately prior to the Inspections, and, without limiting the
generality of the foregoing, including the removal of all equipment or material used in the
Inspections, property stored as a result of the Inspections and removal from the Property
at the expense and liability of the Purchaser of any contaminant (as defined in the
Environmental Protection Act, and the word contaminant wherever it may appear in this
Agreement shall have the same meaning) resulting from, and not present on the Property
prior to, the Inspections. The Vendor authorizes and directs all authorities, Previous
Consultants and consultants retained by any predecessors in title to the Property to
release any information in respect of the Property to the Purchaser. If required, the
Vendor shall execute any written authorization and/or direction which may be required
by any such authority or Previous Consultant or consultants retained by any predecessors
in title within a reasonable period following receipt of a format of the same with the
written request of the Purchaser for execution of the same. The Purchaser shall be
entitled to request any governmental authori8ty to physically inspect and enter upon the
Property. The Purchaser shall indemnify the Vendor for any claim, loss or damage it
may suffer or incur due to, arising out of or as A result of the Inspections or the entry of
the Purchaser onto the Property.
(s)
8. ADDITIONAL CLOSING CONDITIONS
(A) . On or before closing, the Vendor shall have executed and delivered to the
Purchaser the Vendor's Indemnity in the form annexed as Schedule III the
("Vendor's Indemnity").
9. PURCHASER'S SEARCHES
The Purchaser shall be allowed to and including the date which is 40 days following the
satisfaction or waiver of the Purchaser's Conditions (the "Requisition Date") to examine
the title to the Property at its own expense. If on or before the Requisition Date any
objection to the title is made in writing to the Vendor which the Vendor shall be unable
or unwilling to remove and which the Purchaser will not waive, this Agreement shall,
notwithstanding any intermediate acts or negotiations in respect of such objections, be
terminated and the parties shall be released from their respective obligations hereunder.
Save as to any valid objection so made within such time, and as to any valid objection
made prior to Closing with respect to any matter of title which arises at any time
subsequent to the Requisition Date and prior to Closing, the Purchaser shall be
conclusively deemed to have accepted the title to the Property. The Purchaser shall not
call for the production of any title deed, abstract, survey or other evidence of title to the
Property.
10. TITLE
The Vendor represents and warrants that there is no unregistered agreement, interest or
matter of which it has knowledge which may affect the title to the Property on and from
Closing which would not be disclosed by Instruments registered on title to the Property,
the Pre -Closing Deliveries or through enquiries which the Purchaser may make of any
relevant government authority or utility supplier. On the Closing Date title to the
Property shall be free of all encumbrances except as aforesaid and any agreements with
municipalities or suppliers and any easements or rights-of-way for the supply of utilities
or services or for drainage or sewers.
11. RISK
Until the Closing Date, the Property shall be and remain at the risk of the Vendor.
12. ADJUSTMENTS
The Purchase Price shall be adjusted as of the Closing Date by those items by which the
purchase price would normally be adjusted in similar transactions, namely the Deposit,
realty taxes, local improvement charges, if any, with the Closing Date itself apportioned
to the Purchaser.
(6)
13. CLOSING
This Agreement shall be completed at 1:00 p.m. Woodstock time on the date which is 60
days from satisfaction or waiver of the Purchaser's Conditions (the "Closing" or "Closing
Date") or if such date falls on a date on which the applicable Registry Office is not open,
closing shall occur on the next day such office is open.
14. DELIVERIES BY VENDOR ON CLOSING
The Vendor shall deliver the following on Closing:
(A) A Transfer/Deed of Land;
(B) A Statement of Adjustments;
(C) A Direction for the payment of the balance of the Purchase Price due on Closing;
(D) A Declaration of an authorized signing officer of the Vendor that the Vendor is
not A non-resident corporation of Canada for purposes of the income Tax Act
(Canada);
(E) A Statutory Declaration of Possession of the Property;
(F) An Undertaking to re -adjust all items on the Statement of Adjustments;
(G) The Vendor Indemnity;
(H) Vacant possession of the Property.
15. DELIVERIES BY PURCHASER ON CLOSING
The Purchaser shall deliver the following on Closing:
(A) A certified cheque or bank draft in an amount equal to the balance of the Purchase
Price due on Closing, payable as directed by the Vendor;
(B) A Direction for the name of the Transferee to be inserted in the Transfer/Deed of
Land, if other than the name of the Purchaser in this Agreement;
(C) An Undertaking by the Purchaser to re -adjust all items on the Statement of
Adjustments, to include confirmation of registration of the Purchaser or
Transferee under the Excise Tax Act for the purpose of payment of the Goods and
Services Tax ("GST), the undertaking of the Purchaser to remit payment of GST
directly to the Receiver General of Canada and an indemnity in favour of the
Vendor for liability for payment of GST in the event of failure on the part of the
Purchaser to so remit, the Purchaser to be a registrant for GST on or before
closing;
16. TENDER
Any tender of documents or money hereunder may be made upon the solicitor acting for
the party on whom tender is being made and it shall be sufficient that a negotiable,
(7)
certified cheque drawn on one of the Canadian chartered banks may be tendered. All
monies referred to herein shall mean lawful money of Canada.
17. ASSIGNMENT
The Purchaser shall be entitled to assign this Agreement, provided the Vendor receives
prior written notice of such assignment.
18. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties hereto with respect
to the Property and other matters provided for herein, and all prior or contemporaneous
agreements, understandings, representations, warranties and statements, oral or written,
are merged into this Agreement. Neither this Agreement nor any provision hereof may
be waived, modified, amended, discharged or terminated except in accordance with the
provisions of this Agreement or otherwise by an instrument in writing signed by the party
(or its solicitors) against which the enforcement of such waiver, modification,
amendment, discharge or termination is sought, and then only to the extent set forth
herein or in such instrument.
19. NOTICE
Any notice under this Agreement shall be given in writing and shall be delivered by hand,
sent by registered mail or transmitted by facsimile transmission to the address for each of
the parties set out below or to such alternative address as may from time to time be
designated by the parties, as the case may be:
If to the Vendor, at:
The Corporation of the Town of Tillsonburg,
200 Broadway,
Tillsonburg ON N4G 5A7
Attention: Mr. David Morris, Fax #842-9431
And if to the Purchaser, at:
Larry Tulpin, R.R. #3, Langton ON NOE 1 GO;
and Glen Tulpin, R.R.#2, St. Williams ON NOE IPO (Please send all correspondence to
this address).
Any notice delivered personally shall be deemed to have been given and received on the
date of delivery. Any notice delivered by registered mail shall be deemed to have been
received on the Yd business day following the date of mailing thereof save and except in
the event of suspension of postal service or threatened postal disruption, in which case
(8)
notice shall not be delivered by mail. Any notice delivered by facsimile transmission
shall be deemed to have been delivered on the business day immediately following the
date of complete, legible transmission.
20. PLANNING ACT
This Agreement is subject to the provisions of the Planning Act (Ontario) as same may be
amended from time to time, and this Agreement shall be effective to create an interest in
the Property only if such provisions are complied with by the Vendor prior to the Closing
Date.
21. GENERAL
(A) The headings of all sections or paragraphs herein are inserted as a matter of
convenience and for reference only and in no way define, limit, describe or
enlarge the scope, intent or meaning of this Agreement or any provisions hereof
or the proper construction hereof,
(B) The necessary grammatical changes required to make the provisions hereof apply
to corporations, partnerships, trusts and individuals, male and female, shall in all
cases be assumed as though in each case fully expressed. If there is more than
one Purchaser, each of the covenants, agreements and obligations herein shall, as
between and among each Purchaser, be deemed to be joint and several and the
term "Purchasers" shall be read as if each Purchaser was specifically named and
any default by one Purchaser shall be deemed to be A default by each Purchaser;
(C) The words "hereto", "herein", "hereunder", "hereof', "hereby" and "this
Agreement" and similar expressions mean or refer to the whole of this
Agreement, including all of the Schedules attached hereto and not to any
particular provision, section, paragraph or other portion of this Agreement, unless
otherwise specifically provided for herein;
(D) The expression "business day" means every day other than Saturday, Sunday and
any statutory or government holiday recognized as such in the Province of
Ontario. In the event that any date established by or stipulated in this Agreement
or any date of termination of a period of time set forth or refereed to in this
Agreement shall fall upon a day which is not a business day, then such date shall
be deemed to be the next following business day;
(E) The expression "date of execution of this Agreement" means the date of
acceptance of this Agreement by the parties, and in the event that this Agreement
is presented as A counteroffer by one party to the other, the date upon which the
last counteroffer is accepted by the party to whom the counteroffer is presented
for acceptance;
(9)
(F) This Agreement shall be interpreted in accordance with the laws of the Province
of Ontario and the laws of Canada applicable therein;
(G) Time shall in all respects be the essence hereof,
(H) Except as otherwise provided herein, this Agreement shall enure to the benefit of
and be binding upon the parties hereto and their respective successors and assigns;
(I) This Agreement may be executed in counterparts, which together shall be
considered the same document. Acceptance of this Agreement may be evidenced
by the facsimile transmission of an originally executed counterpart.
21. ACCEPTANCE
The offer to purchase presented through this Agreement shall be irrevocable by the
Purchaser until 5:00 p.m. on JUNE 25th, 2000, and after which time, if not accepted,
shall be deemed to have been withdrawn without any further act on the part of any party.
The Agreement, when accepted, shall constitute A binding contract of purchase and sale.
The Purchaser has executed this Agreement on July 18, 2000.
OXFORD PACKERS LIMITED
Per: Z' &.IT &I A7,�
The Vendor has accepted this Agreement on
2000.
THE CORPORATION OF THE TOWN OF
TILLSONBURG
Per: _
Name:
Title:
Per: _
Name:
Title:
I/We have authority to bind the corporation.
(11)
SCHEDULEI
Description of Property
Most westerly eight (8) acre parcel of Part 2, Registered Plan 41R-3536,
in the Town of Tillsonburg, Ontario.
VAN NORMAN
INDUSTRIAL_ PARK _
(A) Cayup Materials di Construction Co.
(B) Burton Rubber Processing Inc.
(C) DDM Plastics Inc.
(D) DyeoTool Led.
(E) Mllsonburg Precision Machine Isar
(1) Manchester Took
(G) Warehousing
SERVICES
• 12Sewer _
• Storm Sewer (open ditch) (C)
LOT AREA IN ACRES
NOTE.
Lot Lines shown represent only one example of many
possible kiting arrangements which may be developed.
The development is not subject to a Plan of Subdivision
and may be severed by the municipality without going
through the Lard Division process. Therefore. lot lines.
as indicated below may be changed, subject to
individual needs / requirements.
• 12e Watermain, providing 68 PSI
stack pressure 7. ! i 64
• Paved Rad to municipal standards 6.4
01
Gb 6.4 Hydra 6.1 0
N N
(A)
13.4
(B)
M CN IWalir
TONING
S.�
Mr- General Industrial
la/�ly
MINIMUM BUILDING The Corporallon of the Tosco el TlMsonbury
A build�mg, covering a minimum of 5.000
sq. R. per acre. muse be constructed within
one year from the date of purchase. DAVID C. MORRIS. A.M.C.T.
a M-dopr am CNOI AdmNsna&o OaarlClna
T—' Yer
ab awe�.q• rN User, arils rW TY: ts/al a.ss�±a
(12)
SCHEDULE II
Purchaser's Proposed Use
All automatic, refrigerated, cutting and packaging pork processing plant, shipping and
receiving, federally inspected.
Pork By -Products
lvp
HAIR BLOOD
FAT '_Y ACIDS
D�RLAING
March 26,1999
To: Larry and Glen Tulpin
Darling International Ltd. is pleased to be your continued renderer
for your nev slaughter plant vhich is being considered.
Darling still leave a trailer at the nev facility through out the kill
to collect all the inedible offel,blood and heir from the hogs.
Darling vill change trailers daily after the kill has been completed.
It you have any further questions please do not hesitate to contact
myself (1-800-268-6748) or Don Muchov vho is the General Manager at
our Detroit plant.Don may be reached at 1-313-928-7400
Thank you
Darryl Kennedy
Station Manager
ROTHSAY -
P.O. BOK 6270
DIMOAS. ONTARIO
LBH SOI
TN.: (ON) 628.7258
Fu: (B65) 626.6577
January 24, 2000
Norfolk Packers
St Williams, Ontario
Dear Larry,
We thank you and Glenn for giving us the time and insight into the plumed
construction of your new Federally Inspected pork slaughter plant, scheduled for
completion the latter part of 2000.
Has at Rothsay we will welcome the opportunity to quote on the inedibies that
will be produced when the plan is operational. We service most FedeWly
Inspected plants in Ontario with daily removal service. Rodney will offer the very
best in service on an environmentally sound and economically viable basis.
Thank you again for your time, and we look forward to a long term working
relationship. .
F'�
Jeny Urban and Stuart Renfrew
Customer Service.
ONTARIO PORK
FAx TRANSMISSION
OIrTAR10 PORK
P.O. Bot 740, IS waokvsSftw
mmoolm, Oa&rb k4Bc iso
(416) 611-IV4
Fuc (414)
To: el I�c� Date: JyA✓ iS- 99
.Cornpmy /1%P�u! BI4sAfCitc- �/
Fax A Pages_ inc u g ebtg cover m x. —
RM: f /ilraat (. w
Subject: Kowtr_
if you do Bot receive W to page&, please Call (416) 61b1974.
COMtafBNTS:
Ta /est
Anet-L �. 2 VV, 16S
- FVG/4��7p niyU) / Ov�,CS
4/6- st
GLANDS
BONES &SKIN
• glut
MEA`
HEART VALVES
BONE
animal leed
The pig should be called -mans best friend-. He supplies high quality
humans. life-saving drvgs, and many by-products that make",
food lot
lives easier and more enjoyable.
lass
leather
water filters
Y ACIDS GLANDS & ORGANS
important
SKIN
- pigskin gloves,
killers • many
er .1
shoes.
nfdruulinsuch
to, he
garmentsnta.up
di atmem ofHAIR
up diabetesa
U
� -hear vaHn
- anipt bruphm
for special
-insulation
o tecords heart surgery
. upholstery
reeze
D�RLAING
March 26,1999
To: Larry and Glen Tulpin
Darling International Ltd. is pleased to be your continued renderer
for your nev slaughter plant vhich is being considered.
Darling still leave a trailer at the nev facility through out the kill
to collect all the inedible offel,blood and heir from the hogs.
Darling vill change trailers daily after the kill has been completed.
It you have any further questions please do not hesitate to contact
myself (1-800-268-6748) or Don Muchov vho is the General Manager at
our Detroit plant.Don may be reached at 1-313-928-7400
Thank you
Darryl Kennedy
Station Manager
ROTHSAY -
P.O. BOK 6270
DIMOAS. ONTARIO
LBH SOI
TN.: (ON) 628.7258
Fu: (B65) 626.6577
January 24, 2000
Norfolk Packers
St Williams, Ontario
Dear Larry,
We thank you and Glenn for giving us the time and insight into the plumed
construction of your new Federally Inspected pork slaughter plant, scheduled for
completion the latter part of 2000.
Has at Rothsay we will welcome the opportunity to quote on the inedibies that
will be produced when the plan is operational. We service most FedeWly
Inspected plants in Ontario with daily removal service. Rodney will offer the very
best in service on an environmentally sound and economically viable basis.
Thank you again for your time, and we look forward to a long term working
relationship. .
F'�
Jeny Urban and Stuart Renfrew
Customer Service.
ONTARIO PORK
FAx TRANSMISSION
OIrTAR10 PORK
P.O. Bot 740, IS waokvsSftw
mmoolm, Oa&rb k4Bc iso
(416) 611-IV4
Fuc (414)
To: el I�c� Date: JyA✓ iS- 99
.Cornpmy /1%P�u! BI4sAfCitc- �/
Fax A Pages_ inc u g ebtg cover m x. —
RM: f /ilraat (. w
Subject: Kowtr_
if you do Bot receive W to page&, please Call (416) 61b1974.
COMtafBNTS:
Ta /est
Anet-L �. 2 VV, 16S
- FVG/4��7p niyU) / Ov�,CS
4/6- st
BLOOD
BONE MEAL
• glut
- mineral lose
• protein for
animal Iced
animal leed
• used in nuking
. used in making
lass
leather
water filters
D�RLAING
March 26,1999
To: Larry and Glen Tulpin
Darling International Ltd. is pleased to be your continued renderer
for your nev slaughter plant vhich is being considered.
Darling still leave a trailer at the nev facility through out the kill
to collect all the inedible offel,blood and heir from the hogs.
Darling vill change trailers daily after the kill has been completed.
It you have any further questions please do not hesitate to contact
myself (1-800-268-6748) or Don Muchov vho is the General Manager at
our Detroit plant.Don may be reached at 1-313-928-7400
Thank you
Darryl Kennedy
Station Manager
ROTHSAY -
P.O. BOK 6270
DIMOAS. ONTARIO
LBH SOI
TN.: (ON) 628.7258
Fu: (B65) 626.6577
January 24, 2000
Norfolk Packers
St Williams, Ontario
Dear Larry,
We thank you and Glenn for giving us the time and insight into the plumed
construction of your new Federally Inspected pork slaughter plant, scheduled for
completion the latter part of 2000.
Has at Rothsay we will welcome the opportunity to quote on the inedibies that
will be produced when the plan is operational. We service most FedeWly
Inspected plants in Ontario with daily removal service. Rodney will offer the very
best in service on an environmentally sound and economically viable basis.
Thank you again for your time, and we look forward to a long term working
relationship. .
F'�
Jeny Urban and Stuart Renfrew
Customer Service.
ONTARIO PORK
FAx TRANSMISSION
OIrTAR10 PORK
P.O. Bot 740, IS waokvsSftw
mmoolm, Oa&rb k4Bc iso
(416) 611-IV4
Fuc (414)
To: el I�c� Date: JyA✓ iS- 99
.Cornpmy /1%P�u! BI4sAfCitc- �/
Fax A Pages_ inc u g ebtg cover m x. —
RM: f /ilraat (. w
Subject: Kowtr_
if you do Bot receive W to page&, please Call (416) 61b1974.
COMtafBNTS:
Ta /est
Anet-L �. 2 VV, 16S
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(13)
SCHEDULE III
Vendor's Indemnity and Continuing Responsibilities
After the Closing, the Vendor covenants at its sole cost and expense to remove or take
remedial action with respect to any materials released to the environment at, on or near
the Property prior to the Closing for which any removal or remedial action is required
pursuant to law, regulation, order or governmental action, provided that no such removal
or remedial action be taken except after reasonable advance written notice to the
Purchaser; any such removal or remedial action shall be undertaken in a manner so as to
minimize any impact of the business conducted at the Property.
The Vendor shall at all times retain any and all liabilities arising from the handling,
treatment, storage transportation or disposal of environmental contaminants by the
Vendor or any of the Vendor's contractors.
Vendor's Indemnification
The Vendor shall indemnify and save harmless the Purchaser from and against any and
all liabilities, losses, claims, damages (including without limitation, lost profits,
consequential damages, interest, penalties, fines and monetary sanctions) and costs
(hereinafter "Loss") lawyers fees, on A solicitor -and -own -client basis, and environmental
consultants fees and expenses (the "Expense") incurred or suffered by the Purchaser by
reason or resulting from, in connection with, or arising in any manner from the breach of
any warrant or covenant or the inaccuracy of any representation of the vendor contained
in or refereed to in this Agreement and for any Loss and expense suffered by the
Purchaser should the Proposed Use of the Property be halted, enjoined or otherwise
prevented from continuing in operation for whatever period of time arising from action(s)
taken by any other owner(s) of property within A one (1) kilometer radius of the
Property.
(15)
CONOMSSION AGREEMENT
RE: INDUSTRIAL LANDS known as Part of Part #2, RP41R-3536
In consideration of the sale of property (or A building contract) I agree to pay A
commission of FIVE PER CENT (5%) of the sale price plus any and all applicable
Federal and Provincial taxes. If a valid offer to purchase or exchange of the property is
accepted by me or anyone on my behalf by anyone who has been made aware that the
property is for sale (or to be built) through the marketing activities of you or your sub-
agents, the commission shall be payable on the date fixed for completion as set out in any
such offer. I hereby irrevocably instruct my solicitor to pay directly to Royal LePage
R.E. Wood Realty the unpaid balance of the commission and such taxes from the
proceeds of the sale prior to any payment to the undersigned on completion, as advised
by the Listing Broker to my solicitor. Should this Agreement of Purchase & Sale include
an Option to Purchase or First Right of Refusal which are exercised at a future date, a
commission will be paid to the Broker as provided above.
CORPORATION OF TOWN OF TILLSONBURG
Per:
. • APVr.*NTD.T.X "B" to'Ac�reement
THE COP PO-MTION OF TIME T0:•TN OF TILLSONBURG
IrDUSTRIAL PARK
CONDITION OF SATE
To maintain the high standards set by the Tocm of Tillsonburg in
establishing ^dustriaz j'ark, the remaining vacant lands .
are being offered for sale under t1he conditions set out herein.
These conditions will ensure a pleasant, :gawk -like setting :ir
incorporat.
well kept, landscaped areas with -:;:tractive, properly setback buildiric
Lot coverage will be controlled -o provide adequate parking facilities
and room for reasonable expansion related to the purchaser's type of
industry.. The park offers good railroad accesses and water
sanitary are available.
The requirements governing all sales are set out to provide prospective
purchasers, as well as existing. nd•.:stries, withmaximum protection
of their investments and to creai:e an attractive, well. planned -and .
pollution free industrial park �,Thich will- be •a source of pride to
them and to the community.
For the purpose of these conditions, the following definitions will
apply:
The Town: The Corporation of the Town of Tillsonbur
The Council: municipal Council o.: the Town of Tillsonburg
The Pari:: _ . _ Industrial Park
C0N`DITIONS :
I. All sales 'of.'..industrial.land.ere.subject.to all. applicable .zoning
by -lairs.. and-...any....o.L-hez. regulatory conditions..mac?c�.. key ..the-
2.
h.e 2. In all' sales, ;he Council will '
• discretion as. 'to.. the• t^De and exercise
y._ n quality which will be permitted_
to locate in the park. �_/
3. Minimum lot coverage will. be 447t" square feet of building per • +r
- acre,..with..minimum..s'etbacks: from all property .lines as specified::
by the Town•.'s: applicable by-laws....Landscaped- areas which - are
established in excess of..thc..minimum' setbacks designated may be
exempt from min mum.lot -coverage. requirements -with the, conseni-t
..o f . Coun_cil ' • _ `he: Council may.. .
exercise flexibility=iii certain% circumstanceswhere the type of.
industry proposed' .requires .changes• or amendments in .lot coverage-_
requirements. Requests for such consideration must. be made
in writing to the Commission. --
4 . The sale price will be .$ -24,S-06 --�
per acre for municipality -
owned industrial land'serviced by water and sanitary sewers.
Connection charges for water. -and sewers from the main to the
property line, will be the responsibility of the purchaser. '
The cost of storm sewers if or when installed, will be assessed
proportionately on an acreage to each industry located in the
park.
5. In addition to the above per acreage charge for land, there -will
be certain additional charges made by the P.U.C. for water and
electrical service. These costs are variable -depending on -size
and location of property and type of service required that can'
be otai.ned from the Economic Development Officer.
f.Che purchaser will be xegU s , t. r ,
Commission, the following: �rec: to �t.bmi,. cor approval by the
(a) site plan
(b) floor Plan
(c) elevations
(d) proposed exterior material:.
(e) plan of landscapes: area
7• The purchaser will be xegt::irccd truction within
beg, coflst
six months of the date of purchase', Should additional time be '
'required, such extension mus.;_ be requested. in writing -by the and will be approves; at the dyscrctio:2 of the Commission
the Council.
8. The purchaser will be subject to -1 e rccuia:•��o..s• of
Province of Ontario L ` the Town and
r'linJ..stry of he 'E, Ivironi men t, governing the
discharge of wastes and � •
n eff:luenICs into municipa'� sanitary se��ers ..
and rivers, and will provj�de ;.uc�sS�?ry e:�Vl� oil;Tlental
protec tion and be liable for
,y the cost of anV 'pxetreatment whit:
rte, be requited to comply ti:�ith the sal:? res ala tions .
9. The purchaser will be requ .:ced •,-o IE,.ndscape and maintain his land
to present the intended park -like appearance. should he neglec
to cut the grass and weeds and generally jnzin tain the appearance
of his property and any adjacent lards u;xder option 'to him, the
Town reserves the right to do the necessary
thus incurred will. 'be charged to the ourchase�rx and any costs
10. Outside storage areas must be screened of= i:1 a manner acceptable'
• to the CO::mission and the Council. able
11. Should the purchaser fail to comply ti,ith any applicable condition
by-law or regulation as set' oft herein, e Town m, -.y regain the .
lands at any time prior to the start of c0rilstrllcltion by repayment
Of 90 j of the monies paid' -toward 'the purchase -pr- ce of* the* land.
12• All original agreements and covenants will remain in effect and ••
binding on subsequent purchasers or leases of buildings, lands
or portions thereof, and such sales must be approved by the Town,
• where the nature of the intended industry is other than that
established by the original purchaser.
•13. The purchaser in the event that the building constructed be of
a rental nature will be required to submit for the Commission
and Council approval and tenancy. Tenants must be manufacturing -
Oriented for acceptance.
T
,� ruction of the ull Ing on the said
r
15. The within conditions of sale shall continue to be binding on both of
the parties hereto and shall not merge or. completion of the transactions
but shall remain binding on both of the parties.
THIS IS SCHEDULE "A" to the Offer to Purchase from
to The Corporation of the Town of Tillsonburg..
. Per
THE CORPORA^1ION OF THE -TOWN OF
TILLSONBURG ,
Per:
; , , , INallot Creek Assoc
DRAWING SHALL NOT BE USED FOR CONSTRUCTION I ' I 1 +195 $t.
CONTRACTOR SHALL CHECK ALL DIMENSIONS ON
Fo
DRAWINGS AND REPORT ANY DISCREPANCIES TO I �
THE ENGINEER BEFORE PROC9901NO WITH THE WORK, 1 1 p I Phones (84 0)
ALL WORK TO BE PERFORMED IN ACCORDANCE WITH C r c c k FaM (519)
THE OCCUPATIONAL HEALTH AND SAFETY ACT 1991, Group Inc.
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DRAWING SHALL NOT BE USED FOR CONSTRUCTION I ' I 1 +195 $t.
CONTRACTOR SHALL CHECK ALL DIMENSIONS ON
Fo
DRAWINGS AND REPORT ANY DISCREPANCIES TO I �
THE ENGINEER BEFORE PROC9901NO WITH THE WORK, 1 1 p I Phones (84 0)
ALL WORK TO BE PERFORMED IN ACCORDANCE WITH C r c c k FaM (519)
THE OCCUPATIONAL HEALTH AND SAFETY ACT 1991, Group Inc.