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3167 To authorize the Sale of certain lands on Clearview Drive to Sylard Enterprises Ltd., in Trust.THE CORORATION OF THE TOWN OF TILLSONBURG BY-LAW NUMBER 3167 A BY-LAW to authorize the Sale of certain lands on Clearview Drive to Sylard Enterprises Ltd., in Trust. WHEREAS the lands subject to this by-law are owned by the Town of Tillsonburg, have been declared surplus and were offered for sale pursuant to Tillsonburg By -Law 2704. AND WHEREAS the Corporation of the Town of Tillsonburg is desirous of selling certain lands being Part of Lots 1 and 2, Concession 6, North Talbot Road, in the Town of Tillsonburg formerly in the Township of Middleton, more particularly described as Part 1 on Reference Plan 41R-7570. AND WHEREAS Sylard Enterprises Ltd., in Trust have made a written offer to purchase these lands at the Purchase Price of $588,566.00 as detailed in Agreement of Purchase attached as Appendix "All to this By -Law. BE IT THEREFORE ENACTED by the Council of the Corporation of the Town of Tillsonburg as follows: 1. THAT the Council of the Town of Tillsonburg does authorize the conveyance of lands shown as Part 1, Plan 41R-7570 fronting onto Clearview Drive in the Town of Tillsonburg, County of Oxford at the Purchase Price of $588,565.00. 2. The Mayor and Clerk are hereby authorized to execute on behalf of the Corporation of the Town of Tillsonburg such documents to give effect to this conveyance. 3. THAT this By -Law shall come into full force and effect upon the date of enactment. READ A FIRST AND SECOND TIME AND THIRD TIME, SIGNED, SEALED AND NUMBERED 3167 THIS 20THDAY OF JUNE, 2005. Mayor Clerk AGREEMENT OF PURCHASE AND SALE 1. Offer SYLARD ENTERPRISES LTD., IN TRUST., (hereinafter called the "Purchaser"), hereby offers to purchase from THE CORPORATION OF THE TOWN OF TILLSONBURG, (hereinafter called the "Vendor") the lands and premises comprising approximately twenty-two and twenty-one one -hundredths (22.21) acres, being Part of Lots 1 and 2, Concession 6, North of Talbot Road, Geographic Township of Middleton, in the Town of Tillsonburg, legally described in Schedule "A" (hereinafter called the "Real Property"), and as outlined in red on Schedule "B". 2. Purchase Price The purchase price shall be the sum of FIVE HUNDRED AND EIGHTY-EIGHT THOUSAND, FIVE HUNDRED AND SIXTY-FIVE DOLLARS ($588,565.00) (hereinafter called the "Purchase Price") paid and accounted for as follows: (a) by a deposit in the sum of TWENTY THOUSAND DOLLARS ($20,000.00) to be paid by the Purchaser to the Vendor's solicitors upon execution of this Agreement, by both parties, and to be held in trust by the Vendor's solicitors as a deposit in a daily interest account to the credit of the Purchaser pending completion of this transaction and to be credited toward the purchase price on closing and, failing such completion for reasons other than the default of the Purchaser, such deposit and interest shall be returned forthwith to the Purchaser without deduction. In addition, the interest accrued shall be promptly paid to the Purchaser in the event of the completion of the transaction. (b) the balance of the Purchase Price, subject to adjustments, shall be paid to the Vendor by the Purchaser on closing by a certified cheque or bank draft drawn against a chartered bank or trust company in lawful money of Canada. 3. Area Adiustment Forthwith after acceptance of this Agreement by both parties, the Vendor shall provide a certificate by a qualified Ontario Land Surveyor, which will certify the acreage of the Real Property to two decimal places. The Purchaser's offer is based upon a price of Twenty -Six Thousand, Five Hundred Dollars ($26,500.00) per acre and the Purchase Price shall be adjusted in accordance with the said certificate of the Ontario Land Surveyor. 4. Closing Date The closing of the transaction of purchase and sale contemplated by this Agreement shall take place -2 - forty -five (45) days after the date on which all the conditions referred to in Paragraphs 7(b), 7(c) and 7(e) have been met or waived, (hereinafter called the "Closing Date") on which date vacant possession of the Real Property is to be given to the Purchaser in accordance with the provisions of this Agreement. If the Closing Date falls upon a day on which the Land Registry Office is not open for business, the Closing Date shall be deemed to be the next day that the Land Registry Office is open for business. 5. Title Provided the title of the Real Property is good and free from all encumbrances. The Purchaser is to be allowed until 6:00 p.m. on the fifteenth (15) day after the Vendor's solicitor has received written notification that the Purchaser's conditions as set out in Paragraphs 7(b), 7(c) and 7(e) have been met or waived, to examine the title to the Real Property at its own expense. If, within that time, any valid objection to the title is made in writing to the Vendor, which the Vendor shall be unable to remove, and which the Purchaser will not waive, this Agreement shall, notwithstanding any intermediate acts or negotiations with respect to such objection, be null and void, the deposit shall be returned immediately to the Purchaser, together with accrued interest, and neither party shall have any further obligation to the other respecting this Agreement. The parties agree that any documents registered against title subsequent to the delivery of the Purchaser's requisition letter to the Vendor's solicitor shall be discharged on or before closing, unless the Purchaser consents in writing to the registration of such document(s) and agrees to accept title subject to such document(s). 6. Acceptance This Offer shall be irrevocable by the Purchaser and open for acceptance by the Vendor until 5:00 p.m. on the S 1 �1 / "� , 2004, after which time if not accepted, the Offer shall be null and void. If accepted within such time, this Offer shall constitute a binding contract of purchase and sale in accordance with its terms and conditions. The parties agree that the Purchaser may submit this Offer and the Vendor may accept this Offer by signing a facsimile thereof, which will be to the same effect as the Purchaser and Vendor having signed the original thereof. After acceptance, original copies shall be forthwith exchanged by the parties. 7. Purchaser's Conditions (a) Environmental The Vendor hereby expressly agrees that this Agreement of Purchase and Sale shall -3 - be strictly conditional upon the Purchaser being satisfied in its sole discretion with the environmeni-al condition of the Real Property. The Purchaser or its agent shall be entitled to conduct, at the Purchaser's sole risk and expense, an environmental investigation of the Real Property, which investigation may include at the Purchaser's sole option, conducting surface and sub -surface soil sampling and testing, conducting surface and ground water sampling and testing, digging test pits, drilling bore holes and monitoring wells, testing the integrity and contents of above -ground and underground storage tanks, if any, and sampling and testing building materials and contents. If the result of such tests are not acceptable to the Purchaser, it is agreed by the Vendor herein that the Agreement of Purchase and Sale shall be rendered null and void, the deposit shall be returned immediately to the Purchaser, together with accrued interest, and the Purchaser shall not be liable for any damages or costs to the Vendor. The Purchaser shall restore the site to its original condition. The condition set out in this Paragraph 7(a) is conditional until 6:00 p.m. on the one hundred and twentieth (1201') day following the date upon which this Agreement is signed by both parties, upon the Purchaser obtaining satisfactory test results and notifying the Vendor of the waiving of this condition. Should notice of waiver of this condition not be provided on or before the time specified, this condition will be deemed not to have been met and the Agreement of Purchase and Sale shall be rendered null and void, the deposit shall be returned immediately to the Purchaser, together with accrued interest and neither party shall have any further obligation to the other respecting this Agreement. This clause is inserted for the sole benefit of the Purchaser and may be waived at its sole option. Notwithstanding the waiver of this condition, the Vendor agrees that this Agreement of Purchase and Sale shall remain strictly conditional until the Closing Date upon the Purchaser satisfying itself, in its sole discretion, with respect to any change in the environmental condition of the Real Property, from the date of completion of the initial environmental tests, to the Closing Date. If such change in conditions is not acceptable to the Purchaser acting reasonably, it is agreed by the Vendor that the Agreement of Purchase and Sale shall be, upon written notice by the Purchaser to the Vendor, rendered null and void, the deposit shall be returned immediately to the Purchaser, together with accrued interest, and neither party shall have any further obligation to the other respecting this Agreement. This clause is inserted for the sole benefit of the Purchaser and may be waived at its sole option. (b) Zonin The Vendor hereby expressly agrees that this Agreement of Purchase and Sale shall be strictly conditional upon the Purchaser obtaining zoning for the Real Property -4 - which is acceptable to the Purchaser, in its sole discretion, for the Purchaser's proposed development of the Real Property (the "Purchaser's Project"), such zoning to be final and binding, with all applicable appeal periods having expired. The Purchaser shall have until 6:00 p.m. on the 31' day of March, 2005 to waive this condition. Should notice of waiver of this condition not be provided on or before the time specified, as applicable, this condition shall be deemed not to have been met and this Agreement of Purchase and Sale shall thereupon be null and void, the deposit shall be returned immediately to the Purchaser, together with accrued interest, and neither party shall have any further obligation to the other respecting this Agreement. This condition is for the sole benefit of the Purchaser and may be waived at its sole option. (c) Site Plan Approval The Vendor hereby expressly agrees that this Agreement of Purchase and Sale shall be strictly conditional upon the Vendor obtaining site plan control approval for the Purchaser's Project to be undertaken on the Real Property by the Purchaser and a site plan control agreement which is satisfactory to the Purchaser in its sole discretion shall have been presented by the Vendor for execution. The Purchaser shall have until 6:00 p.m. on the 31' day of March, 2005 to waive this condition. Should notice of waiver of this condition not be provided on or before the time specified, as applicable, this condition shall be deemed not to have been met and this Agreement of Purchase and Sale shall thereupon be null and void, the deposit shall be returned immediately to the Purchaser, together with accrued interest, and neither party shall have any further obligation to the other respecting this Agreement. This condition is for the sole benefit of the Purchaser and may be waived at its sole option. (d) Financing The Vendor hereby expressly agrees that this Agreement of Purchase and Sale shall be strictly conditional upon the Purchaser obtaining financing for the purchase of the Real Property and for the Purchaser's Project upon terms and conditions which are satisfactory to the Purchaser, in its sole discretion. The Purchaser shall have until 6:00 p.m. on the 30`h day of November, 2004 to waive this condition, by written notice to the Vendor. Should notice of wavier of this condition not be provided on or before the time specified, this condition will be deemed not to have been met and the Agreement of Purchase and Sale shall be rendered null and void, the deposit shall be returned immediately to the Purchaser, together with accrued interest and neither party shall have any further obligation to the other respecting this Agreement. This clause is inserted for the sole benefit of the Purchaser and may be waived at its sole -5 - option. (e) Permits The Vendor hereby expressly agrees that this Agreement of Purchase and Sale shall be strictly conditional upon the Purchaser obtaining all permits required for the Purchaser's Project including, without limiting the generality of the foregoing, all building permits and permits required pursuant to all applicable environmental legislation. The Purchaser shall have until 6:00 p.m. on the 31"' day of March, 2005 to waive this condition, by written notice to the Vendor. Should notice of wavier of this condition not be provided on or before the time specified, this condition will be deemed not to have been met and the Agreement of Purchase and Sale shall be rendered null and void, the deposit shall be returned immediately to the Purchaser, together with accrued interest and neither party shall have any further obligation to the other respecting this Agreement. This clause is inserted for the sole benefit of the Purchaser and may be waived at its sole option. (f) Appointment of Purchaser Forthwith upon acceptance of this Agreement of Purchase and Sale by both parties, the Vendor shall provide to the Purchaser, its written authorization, authorizing the Purchaser in the name of the Vendor, and as its agent, to sign and submit all appropriate documentation to enable the Purchaser, at its sole expense, to proceed with applications which the Purchaser, in its sole discretion, deems appropriate, for rezoning, and site plan approval, as contemplated by Paragraphs 7(b) and 7(c), respectively.sub j ect to and conditional on Ti 11 sonburg' s Mun i c i p l Council's approval of such applications. 8. Vendors Environmental Documents Forthwith after acceptance of this Agreement by both parties, the Vendor shall provide to the Purchaser copies of all reports and documents in its possession. or under its control with respect to the environmental condition of the Real Property. 9. Vendor's Representations and Warranties The Vendor hereby represents and warrants to the Purchaser that: (a) at the time of acceptance of this Offer, the Vendor has not received notice of and has no knowledge or information of any pending, contemplated or threatened litigation or claim for judicial or administrative action which could in any manner adversely -6 - affect the Real Property or its use or market value, including without limitation, any actions pending or threatened by any adjacent or affected landowner relating to the use of the Real Property by the Vendor or its predecessors -in -title; (b) at the time of the acceptance of this Offer, there are no outstanding or contemplated expropriation proceedings or road widenings requiring dedication of a portion of the Real Property in respect of the Real Property. The Vendor represents and warrants to the Purchaser that it is not aware of any outstanding or contemplated expropriation or similar proceedings or road widenings with respect to the Real Property; (c) the Real Property has not been designated as a flood plain area and is not within the fill line area designated by any conservation authority and no permit will be required from any conservation authority for construction of the Real Property and the development of the Real Property for the Purchaser's Project; (d) to the best of the Vendor's knowledge (including; knowledge of the Vendor's officers, trustees, employees, contractors and agents), the buildings on the Real Property (if any) have not been designated under the Ontario Heritage Act, or listed on the inventory of heritage or historical properties, nor are the buildings (if any) on the Real Property situated within a Heritage Conservation District; (e) at the time of the acceptance of this Offer, the Vendor has not received any written orders or written requests from any municipal authority, any governmental authority and/or any other authority having jurisdiction over the Real Property pursuant to which any work, repairs or replacements are required to be performed in respect of or installed in, or under the Real Property. In addition, the Vendor represents and warrants to the Purchaser that it has no notice of or knowledge of any such pending orders or requests. In any case, the Vendor shall produce any written orders or written requests, as well as advise the Purchaser if the Vendor receives notice of or acquires knowledge of orders or requests (pending or actual) and the Vendor shall forthwith proceed to have such orders or requests complied with prior to the Closing Date. In the event that any such orders or requests have been received by the Vendor and/or if the Vendor has notice or knowledge of such orders or requests, pending or otherwise, regardless of this non -production to the Purchaser, the Purchaser may, at its option declare the within Agreement to be null and void and all deposits and other monies paid hereunder by the Purchaser shall be forthwith returned to the Purchaser with interest and without deduction; (f) the Vendor has all necessary statutory power to own and hold the Real Property; -7- (g) the Vendor has all necessary statutory power to enter into this Agreement and to perform its obligations hereunder; and the execution and delivery of this Agreement and the completion of the transaction contemplated in this Agreement have been duly authorized by all necessary statutory action on the part of the Vendor; (h) this Agreement constitutes a valid and binding obligation of the Vendor, enforceable in accordance with its terms; and (i) the entering into of this Agreement and the transaction contemplated hereby will not result in the violation of any indenture or other agreement, written or oral, to which the Vendor is a party or by which it is bound. The parties agree that this Agreement of Purchase and Sale is strictly conditional upon such representations and warranties being true on the Closing Date and furthermore conditional upon the Vendor (by way of the authorized signing officers and/or authorized trustees of the Vendor, having knowledge of the facts), providing its written warranty at closing warranting the above-mentioned matters as of the Closing Date. This condition is inserted for the benefit of the Purchaser and may be waived at its option. Such warranties shall be specifically provided to survive closing and shall remain in full force and effect and shall not merge with the execution, delivery and registration of a conveyance to the Purchaser, inasmuch as the Purchaser shall be relying on these warranties in the completion of the purchase. 10. Environmental Warranty The Vendor hereby warrants and represents to the Purchaser that, to the best of the Vendor's knowledge, (including the knowledge of the Vendor's officers, employees, contractors and agents) there are no noxious, toxic, dangerous or potentially dangerous substances or conditions on or affecting the Real Property, whether on or below the surface of the Real Property, including, without limitation, any urea formaldehyde foam type insulation, any asbestos or building material containing asbestos, petroleum products, PCBs or radioactive substances, nor are noxious, dangerous, potentially dangerous or toxic substances or conditions present on properties in the vicinity of the Real Property which would affect the uses to which the Real Property may be put or the market value thereof. The Vendor further warrants that, to the best of its knowledge and belief, there is no existence on the Real Property of, or leakage from or to the Real Property of, noxious, dangerous, potentially dangerous or toxic substances. The parties agree that this Agreement of Purchase and Sale is strictly conditional upon such warranty and representation being true on the Closing Date and furthermore conditional upon the Vendor (by way of the authorized signing officers of the Vendor, having knowledge of the facts), providing its written warranty at closing warranting the above mentioned matters as of the Closing Date. This condition is inserted for the benefit of the Purchaser and may be waived at its option. Such warranty and representation shall be specifically provided to ILII survive closing and shall remain in full force and effect and shall not merge with the execution, delivery and registration of a conveyance to the Purchaser, inasmuch as the Purchaser shall be relying on this warranty and representation in the completion of the purchase. 11. Development Charges and Services The Vendor further warrants and represents to the Purchaser that: (a) the Purchase Price includes all development charges that may or will be payable to the Vendor with respect to the Purchaser's Project; and (b) all services required by the Purchaser in connection with the Purchaser's Project are now and will be, on the Closing Date, available on or within that portion of the road allowance with abuts the Real Property known municipally as Clearview Drive including, without limiting the foregoing, water, sanitary sewer, , gas and hydro. The parties agree that this Agreement of Purchase and Sale is strictly conditional upon such warranty and representation being true on the Closing Date and furthermore conditional upon the Vendor (by way of the authorized signing officers of the Vendor, having knowledge of the facts), providing its written warranty at closing warranting the above mentioned matters as of the Closing Date. This condition is inserted for the benefit of the Purchaser and may be waived at its option. Such warranty and representation shall be specifically provided to survive closing and shall remain in full force and effect and shall not merge with the execution, delivery and registration of a conveyance to the Purchaser, inasmuch as the Purchaser shall be relying on this warranty and representation in the completion of the purchase. 12. Purchaser's Acknowledgment The Purchaser hereby acknowledges having been advised and does hereby agree that the provisions as set forth in Schedule "C" attached hereto form part of the within Agreement of Purchase and Sale. 13. Purchaser's Right to Terminate until the Closing Date The Purchaser shall have the right to terminate this Agreement at any time up to and including the Closing Date if: (a) there has been a material adverse change in the environmental condition of the Real Property from the date hereof, provided that such material adverse change has not been caused by the Purchaser; (b) there are any actions, proceedings or inquiries involving the Real Property or the Vendor which would prevent the Vendor from fulfilling its obligations under this Agreement or which would affect the use of the Real Property by the Purchaser for the Purchaser's Project; (c) any condemnation or expropriation respecting the Real Property or any part thereof shall have occurred prior to closing or such condemnation or expropriation is pending or threatened; (d) the Purchaser has not received all such instruments and documents as the Purchaser shall reasonably require to establish the power and authority of the Vendor to enter into this Agreement and to carry out the Vendor's obligations hereunder; and (e) the Real Property is subject to any watershed, greenbelt, flood plain control or other restrictions of any conservation authority, or any other governmental agency or department, which would in any way prohibit or materially impede the issuance of permits required pursuant to all applicable environmental legislation and building permits for construction of the Purchaser's Project. 14. Residency The Vendor hereby warrants that it is not now and will not be on closing a non-resident of Canada pursuant to any applicable legislation. 15. Closing Documentation The Transfer shall be prepared by and at the expense of the Vendor. The Purchaser shall pay the cost of registration of the Transfer. Pursuant to subsection 50(22) of the Planning Act, the Transfer shall include the statements in the Transfer electronically executed by the Vendor and the Vendor's solicitor. The Vendor agrees that, if requested by the Purchaser, it will deliver to the Purchaser on closing a Statutory Declaration prepared by the Purchaser as to material facts relating to possession and other matters relating to the Vendor's title to the Real Property and the Vendor's obligations and covenants in this Agreement. 16. Tender Any tender of documents or money hereunder may be made upon the Vendor or Purchaser or their respective solicitors. Money may be tendered by bank draft or cheque drawn on a chartered bank or trust company. -10- 17. Time of the Essence 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 the Vendor and the Purchaser or their respective solicitors who are hereby appointed in this regard. 18. Entire Agreement This Agreement shall constitute the entire agreement between the Purchaser and the Vendor and there are no representations, warranties, collateral agreement or condition affecting this Agreement or the Real Property or supported thereby other than as expressed herein in writing. This Agreement shall be read with all changes of gender or number required by the context. 19. Notices Any notice required or permitted to be given under this Agreement shall be in writing and shall be effectively delivered if delivered personally or by prepaid registered post or by telecopier, addressed in the case of notice of the Vendor as follows: The Corporation of the Town of Tillsonburg 200 Broadway, 2nd Floor Tillsonburg, Ontario N4G 5A8 Attention: David C. Morris, Chief Administrative Officer Fax No.: (519) 842-9431 and in the case of notice of the Purchaser as follows: Sylard Enterprises Ltd. c/o 3985 Belgreen Drive Ottawa, Ontario K 1 G 4B2 Attention: Joseph Skarzenski Fax No.: (613) 736-1150 with a copy to the Purchaser's Solicitor: Radnoff, Pearl, Slover, Swedko, Dwoskin LLP 100 Gloucester Street, 3rd Floor Ottawa, Ontario K2P OA4 Attention: Herbert W. Pearl Fax No.: (613) 594-9092 -11 - Any notice so given shall be deemed to have been given, in the case of personal delivery, on the date of delivery, and where given by post, on the third (Yd) business day following the posting thereof, and if sent by telecopier, the date of delivery shall be deemed to be the date of transmission if transmission occurs prior to 6:00 p.m. (Ottawa time) on a business day, and on the business day next following the date of transmission in any other case. It is understood that in the event of a threatened or actual postal disruption in the postal service in the postal area through which such area must be sent, notice must be given personally as aforesaid or by telecopier, in which event notice shall be deemed to have been given as set out above. 20. No Possessory Title (a) The Purchaser shall not be required to accept possessory title to any part of the lands being purchased unless it is supported by declaratory judgments of the appropriate court and unless the time for all appeals has expired before the Closing Date. The Purchaser shall be entitled to waive this provision. (b) The Vendor shall provide to the Purchaser a Statutory Declaration of Possession with respect to the Real Property confirming, in part, that the boundaries of the Real Property are as outlined in red on Schedule "B" attached hereto and that there are no encroachments on or with respect to the Rel Property. The Statutory Declaration and approved by, th . vendor'sSolicitor of Possession shall be in a form as prepared by the Purchaser s solicitors it being acknowledged and agreed that the agreement of the Vendor to provide such Statutory Declaration of Possession does not limit or reduce the rights of the Purchaser S pursuant to subparagraph (a) hereof. 21. Adjustments Realty taxes, if any, are to be apportioned and allowed to the Closing Date, the date itself to be apportioned to the Purchaser. 22. Goods and Services Tax The Purchaser represents and warrants that it is a registrant pursuant to the Excise Tax Act and shall report and remit any applicable goods and services taxes, and accordingly the Purchaser shall not be obliged to pay GST to the Vendor on closing; provided the Purchaser provides to the Vendor a certificate and undertaking confirming same in form suitable to the Vendor, acting reasonably. 23. Commissions The Vendor acknowledges and agrees that there are no real estate fees or commissions payable in -12 - respect of this transaction or, if there are any such fees or commissions, they shall be the responsibility of the Vendor, and the Vendor shall indemnify and save the Purchaser harmless therefrom. 24. Survival of Covenants Except as may be otherwise expressly provided herein, all provisions of this Agreement of Purchase and Sale shall survive the closing of the purchase and sale of the Real Property pursuant to this Agreement. 25. Risk Until Closing The Real Property shall be and remain until completion at the risk of the Vendor. The Vendor shall hold all insurance policies and the proceeds thereof in trust for the parties as their interests may appear, and in the event of substantial damage prior to closing, the Purchaser may either terminate this Agreement of Purchase and Sale, or else take the proceeds of any insurance and complete the purchase. No insurance shall be transferred on completion. 26. Vacant Possession on Closing The Vendor agrees to deliver vacant possession of the Real Property, free of any buildings, structures, erections, equipment, garbage, fill and debris. The Vendor covenants and agrees that it shall not stockpile topsoil on the Real Property from the date of receipt of this Offer to the Closing Date and that any debris, crops, crop remnants, structures, buildings, erections, or equipment on the Real Property shall be removed from the Real Property before the Closing Date. 27. Planning Act This Agreement is subject to the express condition that this Agremeent is effective only if the provisions of Section 50 of the Planning Act (Ontario), as amended from time to time, have been complied with. The Vendor covenants and agrees to proceed at the Vendor's expense and in a diligent and expeditious manner to obtain such compliance, if required. 28. Headings The insertion of headings into this Agreement is for convenience of reference only and shall not affect the construction or interpretation of the Agreement. 29. Successors and Assigns The successors and assigns of the undersigned are bound by the terms hereof. MIE 30. Schedules This Agreement includes the Schedules "A", `B" and "C" attached hereto and forming a part hereof: IN WITNESS WHEREOF the Purchaser has executed this Agreement, this2 �. U/ day of September, 2004. SYLARDENTE RISES LTD., IN TRUST Per: *ame*. oseph Skarzenski Office: President I have authority to bind the Corporation. The Vendor hereby accepts the above offer and IN WITNESS WHEREOF the Vendor has executed this Agreement, this day of , 2004. THE CORPORATION OF TIE TOWN OF TILLSONBURG Per: Name: Office: I have authority to bind the Corporation. SCHEDULE "A" Part of Lots 1 and 2, Concession 6 N.T.R. Tillsonburg/Middleton (PIN 0035-0231(R)) SCHEDULE "B" aA&" viv vv -A uvcrl. l�IS!!1\V1'!' IL1�21L w7LVYL'll LLr �Uuz APPENDIX "C" TO AGREEMENT THE CORPORATION OF'X HE TOWN OF TILLSONSURG TILLSONBURG INDUSTRIAL PARK CONDITION OF SALE To maintain the high standards act by the Town of Tillsonburg in establishing ate Industrial Parks, the remaining vacant lends are b irng offered, for salt under the conditions Set out hercin. These conditions will ensure a pleasant, park -like setting i>ncorpom ing wet[ -kept, landscaped areas with attractive, properly set back buildings - Lot coverage will be controlled to provide adequate parking facilities and room for reasonable expansion related tot the purchaser's type of industry, The requirements governing all sales are set out to provide prospective purehascra7 as well u existing industries, with maximum protection of their investments and to create an attractive, well planned and pollution free industrial park which will be a source of pride to them and to the community. For the purpose of these conditions, the %llowing definitions will apply: The Town: The Corporation of the Town of Tillsonburg The Council: Municipal Council of the Town of Tillsonburg The Park: Tillsonburg lndusuial Park CONDITIONS: 1. All sales of industrial land are subject to all applicable zoning by-laws and any other rcgulatory conditions made by the Town. 2. In all gales, the Council will exercise discretion as to the type and quality of industry which will be pennittcd to locate in the park. 3. Minimum lot coverage will be 5,000 square feet of building per acre, with minimum setbacks from all property lines as specified by the 'T'own's applicable by-laws. Landscaped areas which are established in excess of the tninimum setbacks designated may be exempt from minimum lot coverage requirements wide the consent of Council, 'rhe Council may exercise flexibility in c atain circumstances where the type of industry proposed rc quiras changes or amendments, in lot coverage rcquirements. Requests for such consideration must be made in writing to the Council. Notwithstanding this Clause, it is agreed that the First Phase of this project shall be permittcd to be a minimum building size of 50,000 square feet with the anticipation of an additional 60,0100 square feet in 3 to 5 ycarrs. 4_ The sale price will be $26,500 per acre for municipally owned industrial land servict:d by water and sanitary sewers. Connection chargm for water and sewvera from the main to the property line will be the responsibility of the purchaser. The cost of Storni sewers if or when installed, will be assessed proportionately on an acreage to each industry located in the park. 5. The purchaser will be required to submit for' approval by the Town, the tollowinx, (a) site pian (b) floor plan (c) elevations (d) proposed exterior matcrials (e) plan of landscaped area uM/d4/Cuu4 11:as rAA DIJ 304 NUV4 AnVivurr r Anja al,vvzn LLr LV.,i►. vvo 6. The purchaser will be required to begin construction within six months of the date of purchase. Should additional time be required, such extension must be reques-ted in writing by the purchaser and will be approvcd at the discretion of the Council. 7. The purchaser will besubicet to the regulations of the Town, County of Oxford and Province of Ontario, Ministry of the Envtronnietlt, governing the discharge of wastes and efnucnU into municipal sanity sewers and rivers, and will provide the necessary environmental protection and be liable for the cost of any pretreatment which may be Tcquircd to comply with the said relpalations. 8. The purchaser will. be required to landscape and maintain his land to present the intended park -like appearance_ Should he neglect to cut the gmss, and weeds and generally maintain the appearance of his property and any adjacent lands under option to him, the Town reserves the right to do the necessary work and any costs thus incurred will be charged to the purchaser. -- 9. Outside storage areas must be screened off in a rnanner accep[able to the Town_ 10 4G • as set out hcrain, the Town may regain the lands at 1111111.111115F to the start of L-1.11 " :Iand. onstruction by repayment of 9Q% pa] toward the purchase price of the Notwith a Ouse, delays caused only because or the issue of applicable *his elawwi 11. All original agreements and covenants will remain in cffcct and binding on subsequent purchasers or leases of buildings, lands or portions thereof, and such sales must be approvcd by the Town where the mature of the intended industry is other than that established by the original purchaser_ l2.. The purchaser in the cvcnt that the building constructed be of a rental nature will be required to submit for the Council approval and tenancy. Tenants must be manufacturing -oriented for aocentariro. The Town acknowledges and agrees that the leasing of the land by the purchaser to Ottawa Fibre Inc. is acceptable. 13, The purchaser shall provide a security deposit to the Town of Tillsonburg on the construction 6f the building on the said lands in accordance with the Town's Site Plan Approval Policy. 14. The within conditions of sale shall continue to be binding on both of the parties hereto and shall not morge on completion of the transactions but shall remain binding on both of the patties. THIS IS SCHEDULE "A" to the offer to Purchasc from to The Corporation of the Town of Tillsonburg. Per: T. J THE CORPORATION OF THE TOWN OF TILL G --� If the purchaser fails to commence construction of the first building as referred to in paragraph 3, within 6 months of its acquisition of the land, the Town, upon writtgn notice to the purchaser givers within 30 days following expiry of the aforesaid period of 6 months, may elect to repurchase the lands from the purchaser at 90% of the p4rchase price paid by the purchaser for the lands, failing which its option to repurchase shall be null and void. If a valid notice to repurchase is given by the Town, the transaction shall be completed 30 days following the giving of the notice. The time for commencement of construction of the first building as contemplated by paragraph 3, shall be extended by tJ P_' iod of any delays encountered by the purchaser in obtaining required permits. tials Venroes inWA13