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3183 To authorize the Sale of certain lands on Clearview Drive to Starcan Corporation.THE CORORATION OF THE TOWN OF TILLSONBURG BY-LAW NUMBER 3183 A BY-LAW to authorize the Sale of certain lands on Clearview Drive to Starcan Corporation. 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 Lot 2, Concession 5 & 61 North Talbot Road, as well as part of the Road allowance between Concessions 5 and 6, North Talbot Road that has been closed being designated as Parts 2 and 3 on Plan 41R-7672. AND WHEREAS Starcan Corporation have made a written offer to purchase these lands at the Purchase Price of $99,800.00 as detailed in Agreement of Purchase and Sale attached as Appendix "A" 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 Parts 2 and 3 on Plan 41R-7672 in the Town of Tillsonburg, County of Oxford at the Purchase Price of $99,800.00. 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 f orce and effect upon the date of enactment. READ A FIRST AND SECOND TIME AND THIRD TIME, SIGNED, SEALED AND NUMBERED 3183 THIS 11xxDAY OF OCTOBER, 2005. r. ,F Oft - Stephen Molnar 1,7 C erk - Micha Graves Agreement of Purchase and Sale for use in the Province of Ontario BUYER Starcan Corporation SELLER The Corporation of the Town of Tillsonburg REAL PROPERTY: Address: in Oxford County, formerly Township of Middleton legally described as: Part of Lot 2, Concession 5 and 6, North of the Talbot Road, as well as part of the Road Allowance between Concessions 5 and 6, North of the Talbot Road that has been closed being designated as Parts 2 and 3 on Plan 41 R-7672, containing 4.99 acres more or less (the "Property"). PURCHASE PRICE: Ninety-nine thousand eight hundred --------------------------------------- Dollars (CDN) s99,800.00 DEPOSIT: Buyer submits (herewith/upon acceptance) One thousand --------------------------------------------------Dollars (CDN) $1,000.00 by negotiable cheque payable to Gibson, Linton, Toth, Campbell & Bennett in trust to be held in trust without interest pending completion or other termination of this Agreement and to be credited toward the Purchase Price on completion. Buyer agrees to pay the balance by certified cheque subject to adjustments on closing. SCHEDULES: _"A" attached hereto form(s) part of this Agreement. 1. CHATTELS INCLUDED: n/a 2. FIXTURES EXCLUDED: n/a 3. RENTAL ITEMS: The following equipment is rented and not included in the Purchase Price. the Buyer agrees to assume the rental contract(s), if assumable: 4. IRREVOCABILITY: This Offer shall be irrevocable by Seller/Buyer until 5:00 p.m. on the 12'hday of October, 2005, after which time, if not accepted, this Offer shall be null and void and the deposit shall be returned to the Buyer in full without interest. 5. COMPLETION DATE: This Agreement shall be completed by no later than 6:00 p.m. on the14th day of October, 2005. Upon completion, vacant possession of the property shall be given to the Buyer unless otherwise provided for in this Agreement. 6. NOTICES: Seller here appoints his/her/their solicitor as agent for the purpose of giving and receiving notices pursuant to this Agreement. The Buyer hereby appoints his/her/their solicitor as agent for the purpose of giving and receiving notices pursuant to this Agreement. Any notice relating hereto or provided for herein shall be in writing. This offer, any counter offer, notice of acceptance thereof, or any notice shall be deemed given and received, when hand delivered to the address for service provided in the Acknowledgment below, or where a facsimile number is provided herein, when transmitted electronically to that facsimile number. Fax No. (for delivery of notices to Seller): Fax No. (for delivery of notices to Buyer:): 7. GST: If this transaction is subject to Goods and Services Tax (G.S.T.), then such tax shall be in addition to the Purchase Price. If this transaction is not subject to G.S.T., Seller agrees to certify on or before closing that the transaction is not subject to G.S.T. 8. TITLE SEARCH: Buyer shall be allowed until 6:00 p.m. on the 30th day of September, 2005 (Requisition Date) to examine the title to the property at his own expense and until the earlier of: (i) thirty days from the later of the Requisition Date or the date on which the conditions in this Agreement are fulfilled or otherwise waived; or (ii) five days prior to completion, to satisfy himself that there are no outstanding work orders or deficiency notices affecting the property, that is present use (M2 - Vacant Land) may be lawfully continued and that the principal building may be insured against risk of fire. Seller hereby consents to the municipality or other governmental agencies releasing to Buyer details of all outstanding work orders affecting the property, and Seller agrees to execute and deliver such further authorizations in this regard as Buyer may reasonably required. 9. FUTURE USE: Seller and Buyer agree that there is no representation or warranty of any kind that the future intended use of the property by Buyer is or will be lawful except as may be specifically provided for in this Agreement. 10. TITLE: Provided that the title to the property is good and free from all registered restrictions, charges, liens and encumbrances, except as otherwise specifically provided in this Agreement and save and except for: (a) any registered restrictions or covenants that run with the land, provided that such are complied with; (b) any registered municipal agreements and registered agreements with publicly regulated utilities providing such have been complied with, or security has been posted to ensure compliance and completion, as evidenced by a letter from the relevant municipality or regulated Initials of Buyer: ' / , � � Initials of Seller: L4.� Page 2 of s utility; (c) any minor easements for the supply of domestic utility or telephone services to the property or adjacent properties; and (d) any easements for drainage, storm or sanitary sewers, public utility lines, telephone lines, cable television lines or other services which do not materially affect the present use of the property. If within the specified times referred to in paragraph 8 any valid objections to title or to any outstanding work order or deficiency notice, or to the fact the said present use may not lawfully be continued, or that the principal building may not be insured against risk of fire is made in writing to Seller and which Seller is unable or unwilling to remove, remedy or satisfy and which Buyer will not waive, this Agreement notwithstanding any intermediate acts or negotiations in respect of such objections, shall be at an end and all monies paid shall be returned without interest or deduction and Seller and his/her/their solicitor shall not be liable for any costs or damages. Save as to any valid objections so made by such day and except for any objection going to the root of the title, Buyer shall be conclusively deemed to have accepted Seller's title to the property. 11. CLOSING ARRANGEMENTS: Where each of the Seller and Buyer retain a lawyer to complete the Agreement of Purchase and Sale of the Property, and where the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, Chapter L4 and the Electronic Registration Act, S.O. 191, Chapter 44, any amendments thereto, the Seller and Buyer acknowledge and agree that the exchange of closing funds, non -registrable documents and other items (the "Requisite Deliveries") and the release thereof to the Seller and Buyer will (a) not occur at the same time as the registration of the transfer/deed (and any other documents intended to be registered in connection with the completion of this transaction) and (b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers. The Seller and buyer irrevocably instruct the said lawyers to be bound by the document registration agreement which is recommended from time to time 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. 12. DOCUMENTS AND DISCHARGE: Buyer shall not call for the production of any title deed, abstract, survey or other evidence of title to the property except such as are in the possession or control of Seller. If requested by Buyer, Seller will deliver any sketch or survey of the property within Seller's control to Buyer as soon as possible and prior to the Requisition Date. If a discharge of any Charge/Mortgage held by a corporation incorporated pursuant to the Loan Companies Act (Canada), Chartered Bank, Trust Company, Credit Union, Caisse Populaire or Insurance Company and which is not to be assumed by Buyer on completion, is not available in registrable form on completion, Buyer agrees to accept Sellers lawyer's personal undertaking to obtain, out of the closing funds, a discharge in registrable form and to register same on title within a reasonable period of time after completion, provided that on or before completion Seller shall provide to Buyer a mortgage statement prepared by the mortgagee setting out the balance required to obtain the discharge, together with a direction executed by Seller directing payment to the mortgagee of the amount required to obtain the discharge out of the balance due on completion. 13 INSPECTION: Buyer acknowledges having had the opportunity to inspect the property prior to submitting this Offer and understands that upon acceptance of this Offer there shall be a binding agreement of purchase and sale between Buyer and Seller. The Buyer acknowledges having the opportunity to include a requirement fora property inspection report in this Agreement and agrees that except as may be specifically provide for in this Agreement, the Buyer will not be obtaining a property inspection or property inspection report regarding the property. 14 INSURANCE: All buildings on the property and all other things being purchased shall be and remain until completion at the risk of Seller. Pending completion, Seller shall hold all insurance policies, if any, and the proceeds thereof in trust for the parties as their interests may appear and in the event of substantial damage, Buyer may either terminate this Agreement and have all monies paid returned without interest or deduction or else take the proceeds of any insurance and complete the purchase. No insurance shall be transferred on completion. If Seller is taking back a Charge/Mortgage, or Buyer is assuming a Charge/Mortgage, Buyer shall supply Seller with reasonable evidence of adequate insurance to protect Seller's or other mortgagee's interest on completion. 15. PLANNING ACT: This Agreement shall be effective to create an interest in the property only if Seller complies with the subdivision control provisions of the Planning Act by completion and Seller covenants to proceed diligently at his expense to obtain any necessary consent by completion. 16. DOCUMENT PREPARATION: The Transfer/Deed shall, save forthe Land TransferTax Affidavit, be prepared in registrable form at the expense of Seller, and any Charge/Mortgage to be given back by the Buyer to Seller at the expense of the Buyer. If requested by Buyer, Seller covenants that the Transfer/Deed to be delivered on completion shall contain the statements contemplated by Section 50(22) of the Planning Act, R.S.O. 1990. 17. RESIDENCY: Buyer shall be credited towards the Purchase Price with the amount, if any, necessary for Buyer to pay to the Minister of National Revenue to satisfy Purchaser's liability in respect of tax payable by Seller under the non -residency provisions of the Income Tax Act by reason of this sale. Seller shall not claim such credit if Seller delivers on completion the prescribed certificate or a statutory declaration that Seller is not then a non- resident of Canada. 18. ADJUSTMENTS: Any rents, mortgage interest, realty taxes including local improvement rates and unmetered public or private utility charges and unmetered cost of fuel, as applicable, shall be apportioned and allowed to the day of completion, the day of completion itself to be apportioned to Buyer. 19. TIME LIMITS: Time shall in all respects be of the essence hereof provided that the time for doing or completing of any matter provided for herein may be extended or abridged by an agreement in writing signed by Seller and Buyer or by their respective lawyers who may be specifically authorized in that regard. 20. TENDER: Any tender of documents or money hereunder may be made upon Seller or Buyer or their respective lawyers on the day set for completion. Money may be tendered by bank draft or cheque certified by a Chartered Bank, Trust Company, Province of Ontario Savings Office, Credit Union or Caisse Populaire. 21. FAMILY LAW ACT: Seller warrants that spousal consent is not necessary to this transaction under the provisions of the Family Law Act, R.S.O. 1990 unless Seller's spouse has executed the consent hereinafter provided. 22. UFFI: Seller represents and warrants to Buyer that during the time Seller has owned the property, Seller has not caused any building on the property to be insulated with insulation containing ureaformaldehyde, and that to the best of Seller's knowledge no building on the property contains or has ever contained insulation that contains ureaformaldehyde. This warranty shall survive and not merge on the completion of this transaction, and if the building is part of a multiple unit building, this warranty shall only apply to that part of the building which is the subject of this transaction. 23. CONSUMER REPORTS: The Purchaser is hereby notified that a consumer report containing credit and/or personal information may be referred to in connection with this transaction. 24. AGREEMENT IN WRITING: If there is conflict between any provision written ortyped in this Agreement (including any Schedule attached hereto) and any provision in the printed portion hereof, the written or typed provision shall supersede the printed provision to the extent of such conflict. This Agreement including any Schedule attached hereto, shall constitute the entire Agreement between Buyer and Seller. There is no representation, warranty, collateral agreement or condition, which affects this Agreement other than as expressed herein, -This Agreement shall be read with all changes s Initials of Buyer: u; � Initials of Seller: Page 3 of 3 of gender or number required by the context. 25. SUCCESSORS AND ASSIGNS: The heirs, executors, administrators, successors and assigns of the undersigned are bound by the terns herein. �x DATED at Tillsonburg, Ontario this J day of , 2005. SIGNED, SEALED IN THE PRESENCE OF: IN WITNESS whereof I have he nto set my hand and sea ...............................................�+`'"�+''............................................i.,,s:........................................................... ................. ..ir:.yf •............................. (Witness) Tim Golden (Buyer) John Clark (Date) I have authority to bind the Corporation ......................................................................................................................................................................... 0.. ......................................... 0................ (Witness) (Buyer) (Date) DATED at Tillsonburg, Ontario this day of , 2005. SIGNED, SEALED IN THE PRESENCE OF: SS whereof I have hereunto set my hand and eal: ........................................................................ ... . ..... .............. ........................ ............................. (Witness) Geller) r (Date) ...................................................................................................................................................................................................................................... (Witness) (Seller) (Date) SPOUSAL CONSENT: The Undersigned Spouse of the Seller hereby consents to the disposition evidenced herein pursuant to the provisions of the Family Law Act, R.S.O. 1990, and hereby agrees with the Buyer that he/she will execute all necessary or incidental documents to give full force and effect to the sale evidenced herein. ...................................................................................................................................................................................................................................... (Witness) (Spouse) (Date) ACKNOWLEDGEMENT I acknowledge receipt of my signed copy of this accepted Agreement of Purchase and Sale. (Seller) (Date) (Seller) Address for Service: Seller's Lawyer: D. Bradley Bennett Address: 36 Broadway, Tillsonburg, N4G 41-13 Telephone No. 842-3658 Fax No. 842-5001 (Date) I acknowledge receipt ,o,my signe opy of this accepted Agreement of Purchase and Sale. . (Buyer)' (Date) (Buyer) (Date) Address for Service: Buyers Lawyer: D. Bradley Bennett Address: 36 Broadway, Tillsonburg, N4G 41-13 Telephone No. 842-3658 Fax No. 842-5001