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3414 To authorize the sale of land to 2083667 Ontario Inc.THE CORPORATION OF THE TOWN OF TILLSONBURG BY-LAW NUMBER 3414 A BY-LAW to authorize the sale of land to 2083667 Ontario Inc. WHEREAS pursuant to Section 8 of the Municipal Act, 2001, C. 25, a municipality has the capacity, rights, powers and privileges of a natural person for the purpose of exercising its authority under this or any other Act; AND WHEREAS The Corporation of the Town of Tillsonburg has agreed to sell certain lands, being Part of Lots 2 and 3, Concession 5, NTR, in the Former Township of Middleton, more particularly described as Part 2 on Reference Plan 41R-3421, AND WHEREAS The Council of the Corporation of the Town of Tillsonburg has determined that the said lands are surplus to the needs of the Corporation and should be sold; THEREFORE the Council of the Town of Tillsonburg enacts as follows: 1. THAT the Council of the Town of Tillsonburg does hereby authorize the conveyance of lands described as Part of Lots 2 and 3, Concession 5, NTR, in the Former Township of Middleton, more particularly described as, 2 on reference plan 41R-3421; 2. THAT Schedule "A" being the agreement of purchase and sale for the said lands dated March 3, 2010 form part of this by-law as if written and incorporated herein. 3. AND THAT THAT the Mayor and Clerk be hereby authorized and instructed to perform all acts and take such steps and execute such documents under the seal of the Corporation as may be necessary to effect such a conveyance of said land. READ A FIRST AND SECOND TIME THIS 22nd DAY OF March, 2010. READ A T1RD AND FINAL TIME AND PASSED THIS 22nd DAY OF March, 2010. '�' 04m.�. MAYOR -Stephen Molnar 3. g CLERK -Michael Graves CM=Ile Agreement of Purchase and Sale Form 5W AssociationCOt71t1'lerf'tClb for use in the Province of Ontorio This Agreement of Purchase and Sale dated this. 3rd........... ................... day of .March ..................................... 20.70..... BUYER,.2083667 Ontario Inc .. ......... .. .. ... ........ .................. .......................... , agrees to purchase from (Full legal names of all Buyers) SELLER,. 1e Corporation of the Town of TiIIsonburZ Sells . ....., the following . ...{Full legal �r�mes .................... �of�alf er) REAL PROPERTY: Address. 20 ClearviewDr.............................................................................. fronting on the * ........... side .......... . of. Clearview Dr .................. , ... i n the ...Town, of .................... Tilisonburg.............................................................. and having a frontage of.1..?. metres. 11 ...... I ...................... more or less by a depth of .O.metres(i regu*......... more or less and legally described as part of Part 2, Plan 41R.3421 (see attached sketch, approximately 4 acres) ............................. . ................... ................................... (the "property"). )Legac6scrip#ion of�lo*n' ncfdng easements not,cescribed elsewhere) PURCHASE PRICE: Dollars (CDN$).96,000.00 ..... . Ninety -Six Thousand........................................................................................................................Dollars DEPOSIT: Buyer submits .' erewith............. ............I.......... ..................._......................................................... (Herewith/Upon Acceptance/as otherwise described in this Agreernent) One Thousand......,... ................................... ... Dollars (CDN$).1i�:�......I.................. ........ - I ..........by negotiable cheque payable to. The Corporation of the Town of TilLsonbur _._...._.......... .................. "Deposit Holder" to be held in trust pending completion or other termination of this Agreement and to be credited toward the Purchase Price on completion. For the purpores of this Agreement, "Upon Acceptance" shall mean that the Buyer is required to deliver the deposit to the Deposit Holder within 24 hours of the acceptance of this Agreement. The parties to this Agreement herebyacknowledge that, unless otherwise provided for in this Agreement, the Deposit Holder shall place the deposit in trust in te Deposit Holder's non-interest bearing Real Estate Trust Account and no interest shall be earned, received or paid on the deposit. Buyer agrees to pay the balance as more particularly set out in Schedule A attached. SCHEDULES) A. A> §�_C............. ............ .... 1....1. .... .................. attached hereto form(s) part of this Agreement. 1. IRREVOCABILITY: This Offer shall be irrevocable by .pgor............... until . :00 ............... PM on (Seiler/f3uyerl. the .26 ..............,. day of .MTFh.................. ... ......... 20.19....., after which time, if not accepted, this Offer shall be null and void and the deposit shall be returned to the Buyer in full without interest. 2. COMPLE71ON DATE: This Agreement shall be completed by no later than 6:00 p.m. on the 12th . day of.Ap?��............ e...................... 20.10..... Upon completion, vacant possession of the property shall be given to the Buyer unless otherwise provided for in this Agreement. 3. NOTICES: Seller hereby appoints the Listing Brokerage as Agent for the purpose of giving and receiving notices pursuant to this Agreement. Only Ef the Co-operating Brokerage represents the interests of the Buyer in this transaction, the Buyer hereby appoints the Co-operating Brokerage 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 Acknowledgement below, or where a facsimile number is provided hE961 i transmitted electronically to that facsimile number. FAX No. (For delivery of notices to Seller) FAX No. 519.842:9431 , , . , . { delivery of . .......... ... , ...... , .. ............. ... Ford l' n INMALS OF BUYER(S): � INITIALS OF SELLER(S): Q 2008, Ontano Real Estate Association (" OREAj. All rights reserved. This form was developed by OREA for the use and reproduction ...,,o of its members and licensees only_ Any other use or reproduction is prohibited exoept with prior written consent of OREA. FOrrr1 500 200$ WEBFormsTM Nov/2007 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 Bu er, Seller will deliver- an sketch or surveyof the property within Seller's control to Buyer as soon as possible and prior to the Requisition Date. If discharge of ay Charge/Mortgage held by a corporation incorporated pursuant to the Trust And Loan Companies Act (Canada), Chartered Bank, Trust Company, Credit Union, Caisse Populaire or Insurance Company and which is not to be assumed by Buyer on completion, is not available in registrable form on completion, Buyer agrees to accept Seller's lawyer's personal undertaking to obtain, out of the closing funds, a discharge in registrable form and to register some, or cause same to be registered, 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, and, where a real-time electronic cleared funds transfer system is not being used, 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 and understands that upon acceptance of this Offer there shall be a binding agreement of purchase and sale between Buyer and Seller. 1.4. 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 Sellers ,or other mortgagees 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 for the Land Transfer Tax Affidavit, be prepared in registrable form at the expense of Seller, and any Charge/Mortgage to be given back by the Buyer to Seller at the expense of the Buyer. if requested by Buyer, Seller covenants that the Transfer/Deed to be delivered on completion shall contain the statements contemplated by Section 50(22) of the Planning Act, R.S.O.1990. 17. RESIDENCY: Buyer shall be credited towards the Purchase Price with the amount, if any, necessary for Buyer to pay to the Minister of National Revenue to satisfy Buyer's liability in respect of tax payable by Seller under the non-residency provisions of the Income Tax Act by reason of this sale. Buffer 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 ant matter provided for herein may be extended or abridged b g an agreement in writing signed by Seller and Buyer or y 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 n.ot 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 warrantyshall 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. LEGAL, ACCOUNTING AND ENVIRONMENTAL ADVICE: The parties acknowledge that any information provided by the brokerage is not legal, tax or environmental advice, and that it has been recommended that the parties obtain independent professional advice prior to signing this document. 24. CONSUMER REPORTS: The Buyer is hereby notified that a consumer report containing credit and/or personal information may be referred to in connection with this transaction. 25. AGREEMENT IN WRITING: If there is conflict or discrepancy between any provision added to this Agreement (including any Schedule attached hereto) and any provision in the standard pre-set portion hereof, the added provision shall supersede the standard pre-set provision to the extent of such conflict or discrepancy. This Agreement including any Schedule attached hereto, shall constitute the entire Agreement between Buyer and Seller. There is no representation, warranty, ollateral agreement or condifion, which affects this Agreement other than as expressed herein. For the purposes of this reement, Seller means vendor and Buyer means purchaser. This Agreement shall be read with all changes of gender r number required by the context. INITIALS OF BUYER(S): INITIALS OF SELLER(S): C 2008, Ontario Reol Emote Association ("OREA1. All rights reserved. This Form was developed by OREA for the use and reproduction «r of its members and licensees only. Any other use or reproduction is prohibited except with prior wri►ten consent of OREA. Fom SW 20 e 3 of 3 WEBF 8T" Nov/2007 Ontario Schedule A Form 5W Rets Este for use in the Province of Ontario ,association Agreement of Purchase and Sale — Commercial This Schedule is attached to and forms part of the Agreement of Purchase and Sale between: BUYER,.2083667.Ontario. Inc....................................................................................................................... and SELLER,.The Corporation of the Town of Ti................ I-,llsonburg ................. ... ...... ... .. .... ...... ... ........................... for the purchase and sale of 24 Clearview Dr ............................................. .............1....... ---.T...... ur ... I .......... .. dated the .3rd ................................... day of .March.............. , ......., 20.1.0'.... . Buyer agrees to pay the balance as follows: The Purchaser agrees to pay the balance of the purchase price, subject to adjustments, by bank draft or certified cheque, to the Vendor on the completion of this transaction. The transaction of purchase and sale contemplated herein shall be subject to the fulfillment of the following terms and conditions on or before April 5, 2010 (the "Conditional Date"), which terms and conditions are for the exclusive benefit of the Purchaser and may be waived in whole or in part by the Purchaser. If the conditions are not fulfilled or waived then the deposit shall be returned and the Agreement arising from the offer shall be at an end and all parties released from their obligations. The Purchaser being satisfied, in its sole and absolute discretion, as to the feasibility of the project; including (1) financing, (2) suitable taxes, (3) zoning, and (4) soil & environmental conditions of the site las per Paragraph 7, Schedule B). This form must be initialed by all parties to the Agreement of Purchase and Sale. INITIALS OF BUYER(S):Q4 ) INITIAL.. OF SELLER(S): MI© 2008, Ontorio Reol Est am Association ("OREA"), All rights reserved. This form was developed by OREA for the use ond reproduction .C,�«ar ofits members and licensees only. Any other use or reproduction is prohibited except with prior writtn consenof OREA. Form SW 200 Sof S or T" Nov/2007 SCHEDULE `B" -- REWRICHVE COVENANTS This Schedule is attached to and forms part of the Agreement of Purchase and Sale between BUYER: Erie Green House Structures In Tiist For a Company to Be Incorporated, and SELLER The Corporation of the Town of Tillsonburg for the purchase and sale of prat of Part 2, Plans 41R-3221 dated the 3rd day of March, 2010 GENERAL CONDITIONS: The Purchaser agrees that the title of the Purchaser to the said lands will be subject to the covenants and agreements substantially in the form contained herein as Schedule "B" and agrees to execute a form of preliminary development agreement containing the same which shall be registered on title at the time of closing. 1. The Purchaser acknowledges that the property is being sold by the Vendor pursuant to the Town of Tillsonburg Economic Development Office Industrial Land Sales Guidelines regarding land use and tenancy and the corresponding information provided by the purchaser in their Letter of Intent and that any changes in initial use or tenancy must be approved by the Town of Tillsonburg. 2. The Purchaser and the Vendor mutually agree on the merits of developing the land consistent with the existing quality and design as evidenced by development in the Industrial Park. 3. The Purchaser acknowledges that the property is subject to Site Plan Control as per Bylaw 2932 and that that an agreement will be required prior to the issuance of a building permit. As part of the review process, the Purchaser will be required to submit the following drawings for approval by the Town of Tillsonburg: (a) Overall Site Plan including location and screening for outside storage; (b) Floor plan; (c) Building elevations; (d) Proposed exterior materials; (e) Landscaping plan; (f) Servicing plan; etc. Further, the purchaser acknowledges and agrees that they will be required to provide a security deposit in accordance with the Town of Tillsonburg's Site Plan Bylaw. 4. Minimum lot coverage will be 10%. 5. All sales of industrial land are subject to applicable zoning by-laws and any other regulatory bylaws of the Town of Tillsonburg and the County of Oxford. 6. The purchaser will be subject to the regulations of the Town, County of Oxford and Province of Ontario, Ministry of the Environment, governing the discharge of wastes and effluents into municipal sanity sewers and will provide the necessary environmental protection and be liable for the cost of any pretreatment which may be required to comply with the said regulations. 5. These conditions of sale shall continue to be binding on both of the parties hereto and shall not merge on completion of the transactions but shall remain binding on both of the parties, PURCHASER'S ACKNOWLEDGEMENTS AND COVENANTS: 6. The Purchaser acknowledges that acceptance of this offer, including all amendments, is conditional upon the approval of the Council of the Corporation of the Town of Tillsonburg on or before Mar& 26, 2014 and that the execution of this offer by the Development Commissioner in no way binds the Corporation to any of the terms contained. therein. 7. The Purchaser acknowledges and agrees that it is purchasing the property in its present condition, "as is" and will conduct, by the Conditional Date, all inspections that it reasonably requires to determine if the property has been used as a waste disposal site or contains waste as that term has been defined and/or designated pursuant to the Environmental Protection Act (Ontario) or any federal legislation of similar type or nature and that the Vendor makes no representation or warranty concerning the soil and/or environmental condition of the property at the time of sale. The Purchaser further acknowledges and agrees that it will conduct such tests as it deems necessary to determine to its satisfaction, that the soil conditions for the property are satisfactory to support the development and construction of the building and other structures contemplated for its proposed use of the property. 8. The Purchaser acknowledges and agrees that it will be responsible for any fees to connect proposed laterals to sanitary sewers, water and hydro at the standard charges imposed by the Tillsonburg Hydro Inc and the Town of Tillsonburg/County of Oxford as well as any costs associated with the installation of laterals to connect to services within the municipal road allowance. The Purchaser further acknowledges that it will be responsible for compliance with any onsite or abutting drainage requirements including lot grading or drainage swales, ditches or conduits that may be required including costs associated with construction or installation of same as a result of any proposed development on the property and as a condition of approval of such development. Further, the Purchaser acknowledges that a Road Occupancy Permit must be obtained for any works undertaken on Tillsonburg's road allowance(s) and the Purchaser shall provide a cash deposit in an amount satisfactory to the Director of Operations to guarantee the performance of the Owner's obligations pursuant to the Road Occupancy Permit and to indemnify the Town of Tillsonburg for any costs incurred as a result of works undertaken on the road allowance(s) in addition to any security required pursuant to this Agreement. 9. The Purchaser undertakes that the only assignment of this agreement will be by way of direction that title be drawn in the name of another corporation which has the same shareholders (owner). This will be confirmed by the Purchaser's solicitor prior to closing along with confirmation that the Purchaser's solicitor has no knowledge of any intention on the Purchaser's part to sell the shares to another party. 10. The Transferee covenants and agrees that it will, within six (6) months of the date of registration of the Transfer of the land herein described from the Transferor to the Transferee, start construction thereon of an industrial building, to coder not less 10% lot coverage, the plans for which have been approved by the Transferor, and to complete construction of such building within one (1) year of the start of such construction. The Transferee covenants to deliver to the Transferor, in writing, ai.- the Development Commissioner's Office, Town of Tillsonburg Corporate Office, 200 Broadway, Suite 204, Tillsonburg, Ontario, a schedule of the times of commencement of construction and completion of construction and shall keep the Transferor informed by written notice of any changes in the schedule and of any delay in construction times which occurs or might occur. 11. if the `Transferee does not start and complete construction of an industrial building, in accordance with the provision of Paragraph 10 above, within the periods therein set out, the Transferor shall have the option of repurchasing the said lands from the Transferee at ninety (90%) percent of the original purchase price, without interest, and free from any and all encumbrances, and the Transferee shall provide to the Transferor all cessations of charges and releases of other encumbrances and execute all Transfers and assurances as may be requisite in order to transfer a good and marketable title to the Transferor within thirty (30) days of having been requested to do so by the Transferor. The said option may be exercised by the Transferor on sixty (60) days notice in writing at any time, provided that the Transferee may, at any time after three (3) years from the time of default, give notice in writing to the Transferor at the Development Commissioner's Office, Town of Tillsonburg Corporate Office, 200 Broadway, Suite 204, Tillsonburg, Ontario, requiring the Transferor to exercise the option to repurchase the lands as aforesaid. If, after receiving such notice from the Transferee, the Transferor does not exercise its right to repurchase the said lands by giving notice in writing, mailed to the address for service of the Transferee as shown on the Transfer, of such intention within ninety (90) days of receipt of the said notice from the Transferee, then the Transferor's right to repurchase said lands under the provision of this paragraph shall terminate. 12. Construction of the building shall be considered to be commenced when any required building permits have been obtained and the forms for the footings are in place. The building shall. be considered to be completed when substantial performance has taken place, as such is defined by the Construction Lien Act, R.S.O. 1990. Provided that. appropriate allowances shall be made for default caused by delays resulting from fires, strikes, floods, acts of God, or the Queen's enemies, or lawful acts of Public Authorities, or delays caused by material suppliers or common carriers which cannot reasonably be foreseen or provided against. 13. Unless the covenants in paragraph 10 have been satisfied, the Transferee covenants that it will not: sell the said lands, or any part thereof, to any person, firm or corporation, without first offering in writing, delivered to the Development Commissioner's Office, Town of Tillsonburg Corporate Office, 200 Broadway, Suite 204, Tillsonburg, Ontario, to sell such lands to the Transferor at a price equal to ninety (90%) percent of the original purchase price paid by the Transferee to the Transferor, and free from any and all encumbrances. For the purpose of this paragraph, if the Transferee is a corporation, the word "sell", in addition to its ordinary meaning, shall be deemed to mean and include a sale or disposition of the corporate shareholding of the Transferee by the person or persons who, at the date of the transfer of lands by the Transferor to the Transferee, holds or hold a majority of the corporate shares. The Transferor shall have ninety (90) days from the receipt of an offer made by the Transferee, under the provisions of this paragraph, to accept such offer. Such acceptance shall be in writing and mailed to the address for service of the Transferee as shown on the Transfer. If the Transferor does not accept an offer to sell, made by the Transferee under the provision of this paragraph, the Transferor's right, provided in this paragraph to repurchase the lands so offered, shall terminate. Provided however, that the Transferee may sell or otherwise transfer the said land to a subsidiary or affiliate corporation as defined in the Business Corporations Act, R.S.O. 1990,.without first so offering to sell the lands back to the Transferor provided such subsidiary confirms the acceptance of the within building covenants and the offer of re -sale in this paragraph and expressly undertakes in writing to comply therewith, by execution of such documents, in confirmation thereof, as the Transferor may require. M VENDOR COVENANTS: 14. The Vendor agrees, without payment by the Purchaser of additional levies, imposts or charges, to supply to the property all existing municipal services currently in place and serving the property including paved roads, hydro, water, sanitary sewers and storm drainage ditches. Such municipal services to be available on or before closing. 15. The Vendor agrees to provide reasonable assistance and co-operation to the Purchaser in obtaining building permits and Site Plan Approval for the property subject to the Purchaser's compliance with all relevant building codes, land use control, any other statutory requirements and payment of the fees provided for in the Town's Building Code Act and Site Plan Control Bylaws as well as any other applicable law. 16. The Vendor hereby grants the Purchaser and its agents access to the property and its consent to conduct all reasonable soil and environmental tests and investigations on any of the property and if the results of such tests are unacceptable to the Purchaser in its sole discretion, the Purchaser may, by written notice to the Vendor, delivered on or before the Conditional Date, terminate this Agreement. In such event, the deposit shall be returned forthwith to the Purchaser, without interest or deduction and all parties shall be released from their respective obligations hereunder. THIS IS SCHEDULE "B" to the Agreement of Purchase and Sale between and the Corporation of the Town of Tillsonburg. Per. THE CORPORATION TBE, TOWN OF THJ SONBURG Qf.Y' J Per: Ufy