Loading...
3626 Schedule "A" - Purchase and Sale Agreement Jessica Kauenhofen in TrustAgreement of Purchase and Sale Form soo Commercial for use in the Province of Ontario This Agreement of Purchase and Sale dated this...............?."!®*...... ......... day of ...................^.^........... ........... 20. .1.?.... BUYER,..J?ssica Kauenhofen In Trust ......... agrees to purchase from (Full legal names of all Buyers) SELLER,. . .Th.e. .9?.i:R°r?*!°p.°!.*? l^n.tfjji^oii^(Full legal names of all Sellers) REAL PROPERTY: Address. .I.?.8. Lincpjn Street Tillspnburg, Ontario fronting on the ........................ ............P9r!!?.................................... side of... ................. ..L|n9O'n.Str^. ......... .......... in the T.9yXn. ?.t T.'"?9P!:?Hr9; pPMP.ty 9? P.^.9r.^. and having a frontage of ................ J.r; *™.. ............... more or less by a depth of .......... ?.?9 .ft irregular more or less and le all described as Part °f Lot 2' 3' 4 and 6? Part °f Oak St Plan 966 beinr! PART 4' 41 R"8022 & Part of Lot 2 3 Plan 966 being PART 5, 41 R-8022 Tillsonburg, County of Oxford (2.27 acres) /the „ roperty"\ (Legal description of land including easements not described elsewhere) PURCHASE PRICE: Dollars (CDN$).63?560.0p SIXTY THREE THOUSAND FIVE HUNDRED AND JSI^TY;-------™ Dollars DEPOSIT: Buyer submits ..UP9H Acceptance (Herewith/Upon Acceptance/as otherwise described in this Agreement) .9.N.E. J.^9.y.?^.Prrrrr7r^ . . . Dollars (CDN$) .1.'.99?.-.°.9. ......................... by negotiable cheque payable to..?^l?.r>?^ ''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 purposes 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 hereby acknowledge that, unless otherwise provided tor in this Agreement, the Deposit Holder shall place the deposit in trust in trie 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. SCHEDULE(S) A ..&.?.&? ..................................................... ....attached hereto form(s) part of this Agreement. I . IRREVOCABILITY: This Offer shall be irrevocable by .................?HX?r.. ....... ....... until ........5:P9.. ....... BXX./p.m. on(Seller/Buyer) K the ......... ...:?....^Kclay of ................... .S ................... 20.!!?...., 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. COMPLETION DATE: This Agreement shall be completed by no later than 6:00 p.m. on the .............!.?V?... .......... day of ........ ...........V.HIX. .................. 20...?.......... Upon completion, vacant possession of the property shall be given to the Buyer unless otherwise provided for in this Agreement. INITIALS OF BUYER(S): ( INITIALS OF SELLER(S): |p(| © 201 2, Ontario Real Estate Association j 'OREA"). All rights reserved. This form was developed by OREA for the use and reproduction of its members and licensees Rf/uroR only. Any other use or reproduction is prohibited except with prior written consent of OREA. Do not alter when printing or reproducing the standard pre-set portion. Form 500 Revised 2012 Page 1 of 6 This form is licensed for use by G. D. L. Jenkins only. 3, NOTICES: The Seller hereby appoints the Listing Brokerage as agent for the Seller for the purpose of giving and receiving notices pursuant to this Agreement. Where a Brokerage (Buyer's Brokerage) has entered into a representation agreement with the Buyer, the Buyer hereby appoints the Buyer's Brokerage as agent for the purpose of giving and receiving notices pursuant to this Agreement. Where a Brokerage represents both the Seller and the Buyer (multiple representation), the Brokerage shall not be appointed or authorized to be agent for either the Buyer or the Seller for the purpose of giving and receiving notices. Any notice relating hereto or provided for herein shall be in writing. In addition to any provision contained herein and in any Schedule hereto, this offer, any counter-offer, notice of acceptance thereof or any notice to be given or received pursuant to this Agreement or any Schedule hereto (any of them, "Document") shall be deemed given and received when delivered personally or hand delivered to the Address for Service provided in the Acknowledgement below, or where a facsimile number or email address is provided herein, when transmitted electronically to that facsimile number or email address, respectively, in which case, the signature(s) of the party (parties) shall be deemed to be original. FAX No, ...519-842-9431.............................................. FAX No, ..5.1.9:.8.42:3394.................................................. (For delivery of Documents to Seller) (For delivery of Documents to Buyer) Email Address: .............................................................. Email Address: ................................................... (For delivery of Documents to Seller) (For delivery of Documents to Buyer) 4. CHATTELS INCLUDED:..!nc)ri?.............................................................................................................. Unless otherwise stated in this Agreement or any Schedule hereto, Seller agrees to convey all fixtures and chattels included in the Purchase Price free from all liens, encumbrances or claims affecting the said fixtures and chattels. 5. FIXTURES EXCLUDED:..™™:...................................................................................................................... 6. 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: 7. HST: If the sale of the property (Real Property as described above) is subject to Harmonized Sales Tax (HST), then such tax shall be in addition to the Purchase Price. The Seller will not collect HST if the Buyer provides to the Seller a warranty that the Buyer is registered under the Excise Tax Act ("ETA"), together with a copy of the Buyer's ETA registration, a warranty that the Buyer shall self-assess and remit the HST payable and file the prescribed form and shall indemn fy the Seller in respect of any HST payable. The foregoing warranties shall not merge but shall survive the completion of the transaction. If the sale of the property is not subject to HST, Seller agrees to certify on or before closing, that the transaction is not subject to HST Any HST on chattels, If applicable, is not included in the purchase price. TITLE SEARCH: Buyer shall be allowed until 6:00 p.m. on the ...........S............ day of... ............ J.HlY... ............ 20.12.., (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 its present use (..Y3P.?.P.UP£^ 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 and deficiency notices affecting the property, and Seller agrees to execute and deliver such further authorizations in this regard as Buyer may reasonably require. INITIALS OF BUYER(S): ( INITIALS OF SELLER(S):_ |___PQ © 20 1 2, Ontario Real Estate Association (' ORl:A"). All rights reserved. This form was developed by OREA for the use and reproduction of its members and licensees fib-Anon only. Any other use or reproduction is prohibited except with prior written consent of OREA. Do not alter when printing or reproducing the standard pre-set portion. Form 500 Revised 20 1 2 Page 2 of 6 This form is licensed for use by G. D. L Jenkins only. 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 providing that such are complied with; (b) any registered municipal agreements and registered agreements with puolicly 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 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 use of the property. If within the specified times referred to in paragraph 8 any valid objection 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 or obtain insurance save and except against risk of fire (Title Insurance) in favour of the Buyer and any mortgagee, (with all related costs at the expense of the Seller), 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, Listing Brokerage and Co-operating Brokerage shall not oe liable for any costs or damages. Save as to any valid objection 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. 1 1. 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. 1991, Chapter 44, and 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 tne Requisition Date. If a discharge of any 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 same, 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, wnere 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. 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. INITIALS OF BUYER(S): ( Vi ) INITIALS OF SELLER(S): \\\ © 2012, Ontario Real Estate Association (' OREA"). All rights reserved. This form was developed by OREA for the use and reproduction of its members and licensees ntM-oH only. Any other use or reproduction is proh bited except with prior written consent of OREA. Do not alter when printing or reproducing the standard pre-set portion. Form 500 Revised 2012 Page 3 of 6 This form is licensed for use by G. D. L. Jenkins only. 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 contemplatea by Section 50(22) of the Planning Act, R.S.O.I990. 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. Buyer 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. 1 8. 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 authorizecf in that regard. 20. PROPERTY ASSESSMENT: The Buyer and Seller hereby acknowledge that the Province of Ontario has implemented current value assessment and properties may be re-assessed on an annual basis. The Buyer and Seller agree that no claim will be made against the Buyer or Seller, or any Brokerage, Broker or Salesperson, for any changes in property tax as a result of a re-assessment of the property, save and except any property taxes that accrued prior to the completion of this transaction. 21. 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 with funds drawn on a lawyer's trust account in the form of a bank draft, certified cheque or wire transfer using the Large Value Transfer System. 22. 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.I 990 unless Seller's spouse has executed the consent hereinafter provided. 23. 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. 24. 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. 25. 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. 26. 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, collateral agreement or condition, which affects this Agreement other than as expressed herein. For the purposes of this Agreement, Seller means vendor and Buyer means purchaser. This Agreement shall be read with all changes of gender or number required by the context. 27. TIME AND DATE: Any reference to a time and date in this Agreement shall mean the time and date where the property is located. INITIALS OF BUYER(S): (\ INITIALS OF SELLER(S): I Pi © 2012, Ontario Real Estate Association ("OREA"). All rights resetted. This form was developed by OREA for the use and reproduction of its members and licensees REAL-TOP only. Any other use or reproduction is prohioited except with prior written consent of OREA. Do not alter when printing or reproducing the standard pre-set portion. Form 500 Revised 2012 Page 4 of 6 This form is licensed for use by G. D. L. Jenkins only. 28. SUCCESSORS AND ASSIGNS: The heirs, executors, administrators, successors and assigns of the undersigned are bound by the terms herein. SIGNED, SEALED AND DELIVERED in the presence of: IN WITNESS whereof I have hereunto set my hand and seal: (Witness) (Witness)' (BuyerVWhybrized Signing Officfer] (Buyer/Authorized Signing Officei DATE(Seal) W DATE.....(Seal) WiSales undersigned on completion, as advised by the brokerage(s) to my lawyer. SIGNED, SEALED AND DELIVERED in the presence of: IN WITNESS whereof I have hereunto set my hand and seal: SJthe .....(WTfness). (Witness)(Seller/Authorized Signing Officer) * DA]^%^^*C.2'.7./. 1" GVW DATE^.4^;'(Seal) SPOUSAL COM$ENT%The Undersigned Spouse of the Seller hereby consents to the disposition evidenced herein pursuant to the provisions'^l~4i^-fdmily Law Act, R.S.O.I 990, 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. DATE..(Witness) (Spouse) (Seal) CONFIRMATION OF ACCEPTANCE: Notwithstanding anything contained herein to the contrary, I confirm this Agreement with all changes both typed and written was finally accepted by all parties at...................a.m./p.m. this.........................................day of.................................................................. 20............ ............. INFORMATION ON BROKERAGE(S) (Signature of Seller or Buyer) Listing Brokerage...N.9.NE.... .......................................................................................................... Tel.No.| Co-op/Buyer Brokerage.............................................................................................................. Tel.No.j ACKNOWLEDGEMENT 1 acknowledge receipt of my signed copy of this and Sale and 1 authorize the Brokerage to fon (Seller) (Seller) Address for Service.200 Broadway. Street Tillsonburg, Ontario N4G 5A7 jel I...........)...... ...........................(....Tel. No. accepted Agreement of Purchase ward a copy to my lawyer. ............. DATE...................... ............. DATE...................... Suite 204 No( 519 ) 842-6428 3250 V FAX No. I acknowledge receipt of my signed copy of this accepted Agreement of Purchase and Sale and I authorize the Brokerage to forward a copy to my lawyer. ............................................................................ DATE.................... .(Buyer) ............................................................................ DATE.. ....................(Buyer) Address for Service. 233 Rokeby . Road RR6 Til Isonburg, ON. ........... N4G4G9 Tel No ( 519 ) 808-3480 Buyer's Lawyer George Jenkins of Jenkins & Gilvesy Address Box 28° Tillsonburg, ON N4G 4H5 / 519 ] 842-9017 / 519 \ 842-3394 * ' tel.No. FAX No. FOR OFFICE USE ONLY COMMISSION TRUST AGREEMENT To: Co-operating Brokerage shown on the foregoing Agreement of Purchase and Sale: In consideration for the Co-operating Brokerage procuring the foregoing Agreement of Purchase and Sale, I hereby declare that all moneys received or receivable by me in connection with| the Transaction as contemplated in the A/LS® Rules and Regulations of my Real Estate Board shall be receivable and held in trust. This agreement shall constitute a Commission Trust Agreement i as defined in the MLS® Rules and shall be subject to and governed by the MIS® Rules pertaining to Commission Trust. i DATED as of the date and time of the acceptance of the foregoing Agreement of Purchase and Sale.Acknowledged by: (Authorized to bind the Co-operating Brokerage)i (Authorized to bind the Listing Brokerage) | p| © 20) 2, Ontario Real Estate Association ('OREA"). All rights reserved. This form was developed by OREA for the use and reproduction of its members and licensees st-ALTOR only. Any other use or reproduction is prohibited except with prior written consent of OREA. Do not alter when printing or reproducing the standard pre-set portion. Form 500 Revised 20 I 2 Page 5 of 6 This form is licensed for use by G. D. L. Jenkins only. f)DCA £!rso,,, Schedule A Form soo^•xi-r-k „„ .0 Agreement of purchase and Sale - Commercial (o use n he p °™ce of Onla ° This Schedule is attached to and forms part of the Agreement of Purchase and Sale between: BUYER Jes?ica .Kau®n!1ofen !n T.rHst .................... and SELLER The Corporation of the Town of Tillspnburg for the purchase and sale of ..1.?.?. Uncojn Street Tiljsp^ ........................................................ dated the ................2.1.?!.................. day of ..............M?.............. 20..1.2.... . Buyer agrees to pay the balance as follows: No Commission The parties hereto agree that there are no realty commissions, broker's or finder's fees due or payable with respect to this transaction. Purchase Price The Buyer agrees to pay the balance of the purchase price, subject to the usual adjustments on closing. Hydro The Buyer acknowledges and agrees that she will be responsible for all costs incurred in obtaining and connecting hydro to the property. Zoning This offer is conditional until June 25, 2012 to allow the Buyer to obtain confirmation from the Town of Tillsonburg that the current Zoning will allow for the building of a Mini Storage Operation and upon approval by the Town of the Site Plan Agreement for the Self Storage Facility proposed, which Site Development Plan is attached hereto and marked as Schedule C. Development Fees The Seller has agreed with the Buyer that no Development Charges are applicable for industrial development of the property at the time of closing. This form must be initialed by all parties to the Agreement of Purchase and Sale. INITIALS OF BUYER(S): (7 INITIALS OF SELLER(S): © 20 1 2, Ontario Real Estate Association (' ORbA"). All rights reserved. This form was developed by OREA for the use and reproduction of its members and licensees Hb-Ai.Ton only. Any other use or reproduction is prohibited except with prior written consent of OREA. Do not alter when printing or reproducing the standard pre-set portion. Form 500 Revised 20 1 2 Page 6 of 6 This form is licensed for use by G. D. L. Jvnkins only. ;:i irriun-iawn nr iiisannurg SCHEDULE «B" - RESTRICTIVE COVENANTS This Schedule is attached to and forms part of the Agreement of Purchase and Sale between BUYER: , and SELLER: The Corporation of the Town of Tillsonburg for the purchase and sale of Part, Plan 41R- dated the <u day of , 2012 GENEBAf CONDITIONS; The Purchaser agrees chat the title of the Purchaser to the said lands will he subject to [he 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 thepurchaser 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 landconsistent with the existing quality ^nd design as evidenced by development in the Industrial Park. 3. The Purchase!" acknowledges that the property is subject to Site Plan Control as perBylaw 2932 and that that an agreement will be requited prior to the issuance of a building permit. As part of the review process, the Purchaser will be required to submit ihefollowing drawings for approval by the Town of Tillsonburg: (a) Overall Site Plan including locatioft and screening for outside storage; (b) Floor plan; (c) Building elevations; (d) Proposed exterior materials;(e) Landscaping plan; (f) Servicing plan; ctc. Further, the purchaser acknowledges and agrees that they will be required to provide asecurity 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 arc 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 prctreatment 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 theparries. irriUT-iGwn or nisonriurg sis-s^-y^i T-usti rwuws/wwn r- 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 14*, 2012. 7. The Purchaser acknowledges and agrce^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 disposalsite 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 Furdiascr fuilhei- acknowledges and agrees that it will conduct such tests as it deems necessaryto determine to its satisfaction, that the soil conditions for Ihc property arc 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 Co connect proposed laterals to sanitary sewers, water and hydro at the standard changes imposed by die Tillsoiiburg 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 Uiat it will be responsiblefor compliance with any onsite or abutting drainage requirements including lot gradingor 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 allawauce(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 diis 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 Co 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. 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 cover not less 10% lot coverage, the plans for which have been approved by the Transferor, and to complete construction of such, building within one (I) year of the start of such construction. The Transferee covenants to deliver to the Transferor, in writing, at the DevelopmentCommissioner'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 docs 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 ail 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 withinthirty (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 Mt.-iH-.Lii I*: 4.5 tHU'j-'iown or iiisonnurg 5i3-aiz-:«ai that the Transferee may, at any time after three (3) yeais from the time of default, give notice in writing to the Transferor at the Development Coitumssi oner's Office, Town ofTillsonburg Corporate Office, 200 Broadway, Suite 204, Tillsonburg, Ontario, requiring the Transferor Co exercise the option to repurchase the lands as aforesaid. If, afterreceiving 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. Const ruction of the building shall be considered to be coinmcnced 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 tires, 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 thatit 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 lauds to the Transferor at a price equal co ninety (90%) percent of the original purchase price paid by the Transferee to the Transferor, aiwl 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 includea 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 pf this paragraph, to accept such offer. Such acceptance shall be in writing and mailed to the addies s for service of the Transferee as shown on the Transfer. If QIC 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. \vithout first so offering to sell the lands back to the Transferor providedsuch subsidiary confirms the acceptance of die within building covenants and the offer of rc-salc in this paragraph and expressly undertakes in writing to comply therewith, by execution of such documents, in confirmation thereof, as the Transferor may require. ,:i mfj-mwn or Tiisannurg 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, THIS IS SCHEDULE "B" lo the Agreement of Purchase and Sale between 2083667 Ontario Inc and the Carp oration of the Town of Tillsonburg. SIGNED, SEALED AN1> ) DELIVERED in the Presence of THE CORPORATION OF THE TOWN OF TILLSONBURG Donna CLEfcK 21//2. / DATE I have the authority to bind the corporation (i 3 xaanxs NIOONH ll iii|!!f 1111 & § * 5 • i I I LINCOLN STREET c*i I J%Q _4——.