3699 Schedule "A" - Agreement of Purchase and Sale between the Town and 1767006 Ontario Inc.AGREEMENT OF PURCHASE AND SALE (the "Agreement")
BETWEEN
THE CORPORATION OF THE TOWN OF TILLSON BURG,
hereinafter called the Seller,
-and-
1767006 Ontario Inc,
hereinafter called the Buyer,
WHEREAS the Seller owns the property herein described and is desirous of selling such property to the Buyer subject to the terms
and conditions of this Agreement;
AND WHEREAS the Buyer is desirous of purchasing the property herein described from the Seller subject to the terms and conditions
of this Agreement.
NOW THEREFORE THE PARTIES, in consideration of the mutual covenants and agreements hereinafter set out, hereby agree as
follows:
1. PROPERTY DESCRIPTION
The Buyer hereby offers to purchase from the Seller real property fronting on the ___ S=..:o=..:u:::..:t:.:..:h'----side of __ .::li.:..:n.::co::..:l.:..:n..:S:.::.tr:..::e:..::e~t
in the Town of Tillson burg havi ng a frontage of 50 feet more or less by a depth of 460 feet more or less, containing approximately
0.52 acres (23,000 square feet) and legally described as Taylor lane on Registered Plan 578 (the "Property").
2. PURCHASE PRICE
The purchase price (the "Purchase Price") shall be Twelve Thousand Five Hundred and Twelve Dollars ($12,512.00 Cdn) calculated
at the rate of Twenty Eight Thousand Dollars ($28,000.00 Cdn) per acre with a fifteen percent (15%) decrease in consideration of the
easement.
3. DEPOSIT
The Buyer submits with this Offer the sum of ______ ....:O~n:..:;e:::.....:.T.:..:h.::::o.::::u~sa~n.!.!d::....T.!.w=o....:H.!.:u~n.!.:d~r~e~d-=a:..:.n:..::d:....!F....:i..:.:ft:..xY....:O=..:n:..:;e=---------Dollars
($1,251.00 Cdn) by cheque payable to the Seller, upon acceptance, as a deposit to be held by the Seller, in trust, pending completion
or other termination of this Agreement and to be credited towards the Purchase Price on completion, and the Buyer further agrees
to pay the balance of the Purchase Price, by cash or certified cheque, on closing, subject to the adjustments contemplated herein.
For the purposes of this agreement, "upon acceptance" shall mean the date of passage of a bylaw permitting the Seller to enter into
the Agreement. The parties to this Agreement hereby acknowledge that the deposit shall be placed in the Seller's bank account
upon acceptance and no interest shall be paid on the deposit or credited to the Buyer for any reason.
4. IRREVOCABLE DATE
This offer shall be irrevocable by the Buyer until 6 PM on the ~ay of February. 2011, after which time, if not accepted by the
Council of the Corporation of the Town of Tillsonburg, this Offer sha ll be null and void and the deposit returned to the Buyer in full
without interest. Further, the Buyer acknowledges that negotiation of this offer, including all amendments is conditional upon the
approval of the Council of the Corporation of the Town of Tillson burg and that the negotiation, representations and/or execution of
the terms in this offer by the Di rector of Development and Communications or his/her designate in no way binds the Corporation to
any of the terms contained therein.
5. CONDITIONAL DATE
The transaction of purchase and sale contemplated herein shall be su bject to the fulfillment of the following terms and conditions on
or before February 8, 2013, which terms and conditions are for the exclusive benefit of the Buyer and may be waived in whole or in
part by the Buyer. If the conditions are not fulfill ed 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.
a. The Seller hereby grants the Buyer and its agents access to t he 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 Buyer in its sole discretion, the Buyer may, by written notice to the Seller, delivered on or
before the Conditional Date, terminate this Agreement. In such event, the deposit shall be returned forthwith to
the ~~:~:::fterest or deduction and all parties shall be released from their respective obligations
Buyer's Initials ~ . Seller's Initials ~ v.0:---=
1
hereunder. The Buyer covenants to restore the property to substantially the same condition as it was prior to the
Buyer's entry thereon for testing at the Buyer's sole expense.
b. The Buyer acknowledges that the Seller provides no warranties or representations concerning the environmental
status of the subject property, soil conditions or the existence of any items under the surface.
c. The Buyer acknowledges that the property is being sold by the Seller pursuant to the Surplus Lands Policy in effect
at the date of this Agreement.
6. TITLE SEARCH DATE
The Buyer shall be allowed until 6:00 PM on the~ay of February. 2013. (the "Requisition Date") to examine the t itle to the
property at his own expense and to satisfy himself that the industrial use thereon is lawful.
7. COMPLETION DATE
This agreement shall be completed by no later than 6 PM on the~day of February. 2013. Upon completion, vacant possession
shall be given to the Buyer unless otherwise provided in this Agreement.
8. 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 for 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
publicly regulated utilities provided 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 sa nitary sewers, public
utility lines, telephone lines, cable television lines, fibre lines or any other services which do not materially affect the use of the
property. If, within the specified times for Title Search any valid objection to title or to the fact that an industrial use may not be
lawful on the property is made, in writing, to the Seller, in which the Seller is unable to, or unwilling to remove, remedy or satisfy,
and which the Buyer will not waive, t his Agreement, notwithstanding any intermediate acts or negotiations in respect to such
objections, shall be at an end and all monies paid shall be returned without interest or deduction and the Seller shall not be liable for
any costs or damages. Save as to any valid objections so made by such day and except for objections going to the root of title, Buyer
shall be conclusively deemed to have accepted the Seller's title to the property.
9. DOCUMENTS
The Buyer shall not call for the production of any title deed, abstract, survey or any other evidence of title to the property, except
such as are in the possession or control of the Seller. If requested by the 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.
10. 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 the
Buyer is or will be lawful except as may be specifically provided for in this Agreement. The Buyer acknowledges that it has not relied
upon any promise, representation or covenant of the Seller, or its employees, agents or counsellors, to alter, amend or change any
zoning, approve any minor variance, approve any building permit or approve any site plan with respect to the Property or any
adjoining or other property.
11. ADJUSTMENTS
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 date of completion, t he day of completion itself to be apportioned to the Buyer.
12. DOCUMENT PREPARATION
The transfer/deed shall, save for the Land Tran sfer Tax Affidavit which shall be prepared and completed by the Buyer, be prepared in
registerable form at the expense of the Seller.
Buyer's Initials _d':o.....<;..4,.<'-----Seller's Initials
2
13. 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 Ill of the Land Registration Reform Act, R.S.O. 1990, Chapter
L4 and the Electronic Registration Act, S.O. 1911, 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 subj ect to conditions whereby the
lawyer(s) receiving any of t he Req uisite 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 said lawyers. The Seller and Buyer irrevocably instruct the sa id
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 Requisite Deliveries will occur in the applicable land Titles
Office or such other location agreeable to both lawyers.
14. HARMONIZED SALES TAX (HST)
If this transaction is subject to 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
indemnify the Seller in respect of any HST payable. The foregoing warranties sha ll not merge but shall survive the completion of the
transaction. If the transaction is not subject to HST, Seller agrees to certify on or before closing that the transaction is not subject to
HST.
15. 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 Seller and Buyer or by their respective lawyers who are
specifically authorized in that regard.
16. 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 a bank draft or cheque certified by a Chartered Bank, Trust Company, Province of Ontario
Savings Office, Credit Union or Caisse Populaire.
17. FAMILY lAW ACT
Seller warrants that spousal consent is not necessary to this transaction under the provision of the Family Law Act, R.S.O. 1990 unless
Seller's spouse has executed the consent hereinafter provided.
18. lEGAl, ACCOUNTING AND ENVIRONMENTAl ADVICE
The parties acknowledge that any information provided by the Seller 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.
19. 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.
20. NOTICES
Notice to either party shall be given at the following addresses:
If to the Seller:
Buyer's Initials _ _,d;""--=::...---
Att: Development Commissioner
Corporation of the Town of Tillson burg
200 Broadway, Suite 204
Tillsonburg, ON N4G SA7
Fax: 519.842.9431
3
Seller's Initials
21. BROKER REPRESENTATION
If to the Buyer:
1767006 Ontario Inc
9575 Springer Hill Road
RR 1, Aylmer ON N5H 2R1
Fax:519-765-3547
The Buyer hereby confirms that ____ ....:N~O!:O.!,.T..:;.A:!!P....:.P-=L::..:IC:::.:A"'B~L:::.:E=--______ (name of representing agency if applicable) is
representing the Buyer in this transaction and the Broker shall receive payment of the standard commission of 5%.
22. AGREEMENT IN WRITING
In there is a conflict between any provision added to this Agreement (including any Schedule attached hereto) and any provision in
the typewritten hereof, the added provision shall supersede the typewritten portion to the extent of such conflict or discrepancy.
This Agreement including any Schedule attached hereto shall constitute the entire Agreement between the 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 of gender or number required by the context.
23. SUCCESSORS AND ASSIGNS
The heirs, executors, administrators, successors and assigns of the undersigned are bound by the terms herein.
BUYER ACKNOWLEDGEMENTS
24. INSPECTION
The Buyer acknowledges having inspected the property prior to submitting this offer and understands that upon the Seller accepting
this offer there shall be a binding Agreement of Purchase and Sale between the Buyer and the Seller.
25. CONDITION OF THE PROPERTY
The Buyer 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 Seller makes no representation or warranty concerning the soil and/or environmental condition of the
property at the time of sale. The Buyer 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. Further, the Buyer shall indemnify and save the Seller harmless
from any and all claims, demands and actions of any kind whatsoever, including (but not limited to) any action, proceeding, order or k
demand brought, instituted and/or issued by any federal or provincial court, tribunal, commission, board, agency, department or tJifl
ministry, as a result of any contamination, hazardous material, noxious substances, pollut~nts or waste material resulting from the
r.--:?-a.rod. not be·}o.~ . .Vo~'c".n->~ IlfJ .;100:3
Buyer's use, possession and/or occupation of the subject property prior to or subsequent to this transaction and/or any migration of
any contamination, noxious substances, hazardous material, pollutants or waster material from the Buyer's adjacent property(s).
26. SITE PLAN AGREEMENT AND PROVISION OF PLANS
The Buyer acknowledges that the property is subject to the Town of Tillson burg's current Site Plan Control Bylaw and t hat a Site Plan
Agreement may be required prior to the issuance of a building permit. Further, t he Buyer agrees that prior to the issue of a building
permit the Buyer shall provide to the Department of Development & Communications of the Seller a plan showing the location of the
building(s) and outside storage, the front elevation of the building(s}, the exterior building materials, the landscaping treatment and
the screening of outside storage. The obligation of the Buyer set out in this paragraph shall not merge on closing. The Buyer
acknowledges that the Seller has not made any representation concerning the suitability of the property for any of the Buyer's future
plans nor has the Seller provided any representation that a site plan and/or building permit will or will not be granted for the subject
property.
27. EASEMENT REGISTRATION
The Buyer agrees that the title of the Buyer to the said lands will be subject to a utility easement substantially in the form attached
hereto as Schedule "A" and agrees to execute any documents necessary to register the easement on title before, on or after cl osing.
Buyer's Initials ~ Seller's Initials
4
28. ASSIGNMENT
The Parties agree that this Agreement shall not be assigned but the Buyer shall be permitted to direct that title will be drawn in the
name of another corporation which is wholly owned by the Buyer or has identical shareholders, directors and officers as the Buyer
and confirmed by the Purchaser's solicitor prior to closing along with confirmation that the Purchaser's solicitor has no knowledge of
any intention of the Purchaser to sell, transfer, convey or gift the shares of the Purchaser to any other party, entity or person.
SELLER ACKNOWLEDGEMENTS
29. SURVEY
The Seller agrees to provide to the Buyer, at the Buyer's expense, an up-to-date reference plan of the property, prepared by a
qualified Ontario Land Surveyor under seal, showing the size and measurements of the property to describe the land for a
registerable transfer. Further, the Buyer agrees to provide a surveyor's certificate as to the precise acreage of the Property
whereupon the purchase price to be paid shall be adjusted accordingly if the certificate indicates that the acreage is more or less
than described in Paragraph 1 above and such certificate shall be final and building upon the Seller and Buyer.
30. DISCHARGE OF ANY MORTGAGES, LIENS OR ENCUMBRANCES
The Seller agrees to discharge all mortgages, liens or encumbrances, if any, registered against the property at its own expense, on or
before closing, save as aforesaid.
31. EXISTING SERVICES
The Seller agrees, without payment by the Buyer 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. Notwithstanding the forgoing, the Buyer
acknowledges and agrees that it will be responsible for any fees to connect laterals to water, sanitary sewers, and hydro at the standard
charges imposed by Tillson burg Hydro Inc and the Town of Tillsonburg/County of Oxford Engineering Departments as well as any costs
associated with the installation of laterals to connect to services within the municipal road allowance. The Buyer further acknowledges
that it will be responsible, at its sole cost, 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. The Buyer acknowledges that a Road
Occupancy Permit must be obtained for any works undertaken on Tillsonburg's road allowance(s) and the Buyer 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.
The obligations of the Seller set out in this paragraph shall not merge on closing.
32. REASONABLE ASSISTANCE BY THE SELLER
The Seller agrees to provide reasonable assistance and co-operation to the Buyer in obtaining necessary approvals for the development
of the property subject to the Buyer's compliance with all relevant building codes, bylaws, land use controls, any other statutory
requirements and payment of the fees provided for in the Town's current fees bylaw. The obligations of the Seller set out in this
paragraph shall not merge on closing.
Buyer's Initials & Seller's lnitials ~~
5
DATED at
SIGNED, SEALED AND
DELIVERED in the
Presence of
Buyer's Initials
t his day of
THE CORPORATION OF THE
TOWN OF TILLSON BURG
,20 ____ _
DATE
~~ ±; ,b, :::L::L)?.oL3
Donna Wilson
CLERK DATE
Cleason Hoover
President
g H!-.ftJH
DATE
I have the authority to bind the corporation
Seller's Initials
6
SCHEDULE "A"-EASEMENT
This Schedule is attached to and forms part of the Agreement of Purchase and Sale between
BUYER {"Transferor''), and
SELLER ("Transferee"), The Corporation of the Town of Tillson burg
for the purchase and sale of
dated the __ day of ___ _, 2013, and will be registered on title for the property.
WITNESSETH that the parties hereto agree as follows:
1. The Transferor is the owner in fee simple and in possession of the lands described as Taylor Lane, Registered Plan 578 {"the
subject property") herein.
2. The Transferee has transferred the subject property to the Transferor and as such the Transferor is the owner of the subject
property.
3. The Transferee and or their designate have installed, or will install, future utility services on the property.
4. In consideration of the sum of ONE DOLLAR ($1.00) of lawful money of Canada, now paid by the Transferee to the
Transferor, the Transferor hereby grants, transfers and conveys in perpetuity to the Transferee, its successors and assigns,
the rights and easement:
a. To install, maintain, operate, repair, replace, reconstruct and remove the utilities on the su bject property
including:
i. To enter on or to pass and repass at any and all times in, over, along and upon the subject property for
the servants, agents, contractors, and sub-contractors of the Transferee with or without vehicles,
supplies, machinery and equipment for all purposes necessary or convenient to the exercise and
enjoyment of the rights and easement hereby granted subject to payment by the Transferee of
compensation for any damage sustained by the Transferor caused by the exercise of this right of entry
and passageway;
ii. To remove, relocate and reconstruct the Line on the subject property, su bject to payment by the
Transferor of any additional compensation for damage caused thereby;
iii. After entry upon the subject lands, to restore the lands to substantially the same condition they were
prior to their entry thereon at the sole expense of the Transferor.
5. The Transferor covenants and agrees not to erect any buildings, structures, or other obstructions of any nature without the
prior written approval of the Transferee. Further, the Transferor covenants and agrees to not erect any buildings,
structures or other obstructions of any nature over any existing services, save and except, the improvement of the actual
surface of the easement with asphalt or other hard surface improvements.
6. Th e Transferor covenants with the Transferee that it has the right to convey the said rights and easement over the subject
property to the Transferee and that the Transferee shall quietly possess and enjoy the rights and easement, and that it will
execute such further assurances of the rights and easement as may be from time to time required.
7. All covenants herein contained shall be construed to be several as well as joint and wherever the singular and the masculine
are used in this Transfer and Grant of Easement, the same shall be construed as meaning the plural or the feminine or
neuter where the context of the parties hereto so require.
Buyer's Initials o£
7
Seller's Initials !)1../·ff/~
8. CONDITION OF TH E PROPERTY
The Buyer 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 (Onta rio) or any federal legislation of similar type or nature and that the Seller makes no representation or warranty
concerning the soil and/or environmental condition of the property at the time of sale. The Buyer 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. Further, the Buyer shall indemnify and save the Seller harmless from any and all
claims, demands and actions of any kind whatsoever, including (but not limited to) any action, proceeding, order or £ 1/!j..
demand brought, instituted and/or issued by any federal or provincial court, tribunal, commission, board, agency, ~~
department or ministry, as a result of any contamination, hazardous material, noxious substances, P-Ollutants 01 was.te L ,r~"~ .... l:ll)d ~or be)'o~ .vove..'""'""' .,.v,
material resulting from the Buyer's use, possession and/or occupation of the subject property prior toJo r subsequent to Jccx3
this transaction and/or any migration of any contamination, noxious substances, hazardous material, pollutants or
waster material from the Buyer's adjacent property(s).
9. The burden and benefit of this Transfer and Grant of Easement shall run with the land and shall extend to, be binding on
and enure to the benefit of the parties hereto and their respective successors and assigns.
TH IS IS SCHEDULE "A" to the Agreement of Purchase and Sale between 1767006 Ontario Inc and the Corporation of the Town of
Tillson burg.
SIGNED, SEALED AND
DELIVERED in the
Presence of
Buyer's Initials
THE CORPORATION OF THE
TOWN OF TILLSON BURG
df)::M=I
MAYOR
Donna Wilson
CLERK
Cleason Hoover
President
DATE
DATE
I have the authority to bind the corporation
Seller's Initials
8