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3990 Schedule A - Purchase and Sale Agreement - Wise Line Metal Sales IncAGREEMENT Of PURCHASE AND SALE BETWEEN THE CORPORATION Of THE TOWJ\I Of TJLlSONRURG, hereinafter called the Seller, -and- !ftiiSE UNE MErAL SALES INC] hereinafter called the Buyer, WHEREAS the Seller owns property as described hereinand is desirous of selling them for industrial development; NOW THEREFORE THE PARTJ5, inumsideration of the mutual covenants and<>greementsherelnafter set out, hereby <>gree M follows: 1. PROPERlY DESCR1PT10Jil The Buyer hereby offers to purchase from the Seller real property fronting on the EAST side of CLEARVIEW DRIVE in the Town of Tillson burg having a frontage of 90 METRES more or less by a depth of 250 METRES /IRREGULAR) more or less, containing approximately SEVEN (7) acres and legally described as PART OF LOTS 2 AND 3 CONCESSION 5 NTR Middleton. AND MORE PARTICULARLV DESCRIBED AS part Of PARTS 1 and 2. PLAN 41R-M21 as illustrated in Schedule C 2. PURCHASE PRICE The pun;hase pFice shall be ONE HUNDRED ANDHFTY THOUSAND Dollars ($15CJ.OOO Coo.) calculated at the rate<>f TWENTY-ONE THOUSAND. FOUR HUNDRED AND TWENTY-EIGHT Dollars ($21.428.57 Cdn.) per acre. 3. DEPOSIT The Buyer submits with this Offer the sum of FIFTEEN THOUSAND Dollars ($15.000.00 Cdn) by cheque payable to the Seller, upon accept.aRce, as a deposit t<> be held by it, in trust, pending completioR or other termination <>f this Agreement and t<> be credi-ted 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 dosing, subject to the ;tdjustments contemplated herein. For the purposes of thisagreement, "upon acceptance" shall mean the date of approval by bylaw of 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. • 4. IRREVOCABLE DATE This offer shaH befrrevoca!He by Buyer until£ f'M on the S'h day of FEBRUARY. 20.!§, after whklltime, if not accepted by the Council of the Corporation of the Town ofTillsonburg, this Offer shall be null and void and the deposit returned to the Buyer in full without .interest. Further, the .Buyer <>eknowledges that negotiation of this offe~ including all amendments .is conditional .upon the approval of the Council of the Corporation of the Town of Tillson burg and that the negotiation and/or execution .of the terms in this offer by the Chief Administrative Officer or his des'1gnate in no way binds the Corporation to any of the terms contained therein. 5. CONDITIONAL DATE The transaction of purchase and sale contemplated hereiR shall be subject to the fulfillment of the following terms and {:<>r>ditions nn or before FEBRUARY 18. 2016. 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 fulfilled or waived then the. deposit shall be returned and the Agreem~t 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 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 unacceptab~e to the Buyer in its sole discretion, the Buver may, by written notke to the SeUer, del\vered on or before the Conditional Date, terminate this Agreement .. In such event, the deposit shall be returned forthwith to the Buyer, without interest or deduction and all parties shall be released from their respective obligations hereunder. . The Buyer covenants to restore the property to substantially the same condition as they were prior to their entry thereon for testing at their 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 S,lJrface. """''"'"'""'" tiW 1 -·· 4:.~---- c. The Buyer acknowledges that the property is being sold by the Seller pursuant to the Surplus Lands l'olky in effea at the date of this Agreement. d. This agreement is conditional upon the buyer arranging. at the Buyer's own expense, financing satisfactory to the Buyer in the Buyer's sole and absolute discretion. Unless the Buyer gives notice, in writing, delivered to the Seller personally or in accordance with any other provisions for delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto, no later than 6:00 PM on the Conditional Date, that this condition is fulfilled, this offer shall be null and void and the Buyer's deposit returned without deduction. This condition is included for the benefit of the Buyer and may be waived at the Buyer's sole option by notice in writing to the Seller within the time period stated herein. 6. TITLE SEARCH DATE The Buyer shafl be allowed -untH 6:{)0 PM on the 3"' day of MARCH. 2016. {the "Requisit-ion Dat·e") to €J<amine the title to the property at his own expense and to satisfy himself that the industrial use thereon is lawful. 7. COMJ>LETJON1lATE This agreement shall be completed by no later than 6 PM on the 17TH day of MARCH. 2016. Upon completion, vacant possession shall be given to the Buyer unless otherwise provided in thls Agreement. 8. TITLE Provided that the title to the property is good and free from all registered .restrktions, 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 sanitary sewers, public utility lines, telephone lines, cahle television lines, fihre lines or an~ other services which do not materia!!~ 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 Selle'-in which the Seller is unable to, or unwilling to remove, remedy or satisfy, and which the Buyer will not waive, this Agreement, notwithstanding any intermediate acts or negotiations in respect to such objections, shall be at an end and all moniespaid shall be returned without interest or deduction and the Seller shall not be liable for any costs or damages. Save as to any valid obj.ectio.nsso 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. OOCIIMEN:r5 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 SeUer. -If request-ed 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. l.O. fUTUR£ 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 ln this Agreement. 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, the day of completion itself to be apportioned to the Buyer. l.2. DOCUMEJ\IT !'REPARATION The transfer/deed shall, save for the land Transfer Tax Affidavit which shall be prepared and completed by the Buyer, be prepared in . registerable form at the expense of the Seller. 13. CLOSING ARRANGEMENTS Where each of the Seller and Buyer retain a .lawyer to complete the Agreement of Purchase and Sale of Property, and where the transaction will be completed by electronic registration pursuant to Part Ill ofthe'Land Registration Re~ m Act, R.S.0.1990, Chapter Buyer's Initials a 0 r Seller's In 2 14 and the Electronic Registration Act, S.O. 1911, Chapter 44, and any amendments thereto, the Seller and lluyer 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 wUI {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 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 Requisite Deliveries will occur jn the applicable Land Titles Office or such other location agreeable to both lawyers. 14. HARMONIZED SALES TAX (HST) If this transaction >s subject to HST, then such tax shall be in addition to the purchase price. The Seller will not rollect HST #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 shall not merge but shall survive the completion ofthe 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 l:>y a Chartered Bank, Trust Company, Province of Ontario Savings Office, Credit Union or Caisse Populaire. U. fAMllY lAW ACT Seller warrants that spousaJ 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 ENVIRONMENTALADVlCE The parties acknowledge that any information provided by t-he 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. J.9. CONSUMERREPORrS 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: If to the Buyer: Buyer's Initials -t.{./);...:~_V::...._· __ Att: Development Commissioner C<>rporation of the Town of Tillson burg 200 Broadway, Suite 204 Tillsonburg, ON N4G 5A7 Fax: 519.842.9431 Dave Wieler Wise Line Metal Sales 52219 John Wise Line, RR6 Aylmer, ON NSH 2R5 3 21. BROKER REPRESENTATION The Buyer hereby confirms that NOT APPLICABLE (name of representing agency if applicable) is representing the Buyer in this t<ansactlonar>d the Bmker shaM receive payment <>f the standaro ·tommissioA <>f S.%. 22. AGREEMENT W 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 port.ion to the extent of such mnflict 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. SUCCESSORSANOASSJGNS The heirs, executors, administrators, successors and assigns of the undersigned are bound by the terms herein. BUYER ACKNOWlEDGEMENTS 24. INSPECTION The Buyer ackoowledges havmg Jnspected 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 Buyer acknowledges that the Seller makes no representation or warranty concerning soil conditions, the existence of any items below the surface and/or the environmental status of the property at the time of sale. The Buyer 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. 26. PROVISION OF PLANS The Buyer agrees that prior to the issue of a building pe.rmit the Buyer .shall provide to the Depart<nent of Development & Communications of the Seller a plan showing the location of the building(s) and outside storage, the front elevation of the building(sj, 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. 21. PRELIMINARY DEV£LOPMENT AGREEMENT The Buyer agrees that the title of the Buyer to the said lands will be subject to the covenants and agreements substantially in the form attached hereto as Schedule "A" and agrees to execute a form ofpreliminary development agreement containing the same which shall be registered on title at the time of closing. 28. ASSIGNMENT The Buyer 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. SELLER ACKNOWLEDGEMENTS 29. SURVEY The Seller agrees to provide to the Buyer, at the Seller's expense, an up·to·date reference plan of the property, prepared by a qualified OntarJo .Land Surveyor under sea~ showing tbe size and measurements of the j:>roperty to describe tile land for a registerable transfer. Further, the Seller agrees to provide a surveyor's certificate as to the precise acreage of the Property """.,...,.,, (},tJ, ' "'"'''~---- whereupon the purchase price to be paid shall be adjusted aa:ordlngly if the <:ertifu::ate 1ndicates that the .aaeage is more or less than described in Paragraph 1 above and such certificate shall be final and building upon the Seller and Buyer. 30. DlSCtiARGE OF ANY MORTGAGES,illNS OR£J\ICUMBRANCES 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 SeUer agrees, without payment by the Buyer of additional levies, imposts or charges, to supply to tbe property <Ill 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. 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 TIIIsonburg Hydro Inc and the Town of TII\sonburg/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 for compliance with any onsJte or abutting drainage requirements including lot graDing or drainage swaJes, 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 Tillson burg'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 fur any <:ostS iru::urred as.a result of works oodertakenontheroadallowaru::e(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 lluyer in obtaining necessary approvals for t-he 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 at the tees provided for in the 1own's current tees bylaw. The obligations of the Seller set out in this paragraph shall not merge on closing. 33. RIGHT OF fJRST REFUSAL The Seller agrees to grant to the Buyer a right of first refusal for a period ending at 4:30pm on the fifth (S'h) anniversary of the date of registration of the Transfer/Deed of Land effe<:ting t.hisagreement, as~oru::emsall or any part of the parcel of iand immediately abutting and lying to the north of the parcel which is the subject of this transaction, consisting of approximately 6 acres and described as the remainder of Parts 1 and z, Plan 41R-34Zl (to be described by a new plan). Such date and time shaH not be extended by reason of the expiry date falling on a weekend or holiday. Upon receipt of a third party Offer to purchase such lands (which it is prepared to accept) at any time before such date and time, written notice of receipt of such offer along with a copy of such offer and any intervening amendments (with the name of the third-party buyer and any other words which would identify the third-party buyer deleted) shall be delivered to the Purchaser . . The Buyer shall have until 4:30p.m. on the tenth (10"') business day next following receipt of such notice and offer to submit an offer on terms and conditions identical to those contained in such third-party offer and any amendments, failing which the Vendor shall be free to complete such third-party transaction on the terms and conditions set out in such third-party offer, provided that extensions of the closing date totaling no more than 28 days may be granted without notice to the Buyer herein. This right of first refusal shall lapse as concerns the property described in such third-party offer on the closing of the agreement with such third party. The right of first refusal shall survive as concerns the remaining part of the property over which the Vendor has granted the Buyer a right of first ref<Jsal. In the event that tbe t.hird--party transaction should fall to close on the termsandmnditions set out above, the Buyer's right of first refusal shall not lapse as concerns the property described therein. On closing the parties shall enter into a Right of First Refusal agreement covering minor coUateral matters (method of service, addresses for service, form of notices, for example) provided same are not inconsistent with this agreement. 5 OAT£Dat SIGNED, SEALED AND DELIVERED in the Presence of Buyer's Initials 12 CJ · ) 1 ) ) } ) J ) ) DATE MAYOR ~=o=N~~~===----­ Cli;RK DATE J)A\(!0 IAIIELER I have the authority to bind the corporation 6 SCHEOULE "A" -RESTRICTIVE COVENANTS This Schedule is attached to and forms part of the Agreement of Purchase and Sale between BUYER {"Transferee", WlS£ UNE M£TALSAI.£5i and SELLER ("Transferor", The Corporation of the Town of Tillsonburg) for the purchase and sale of: PART OF LOTS 2 AND 3 CONCESSION 5 NTR, AND MORE PARTICULARLY DESCRIBED AS part OF PARTS 1 and 2, PLAN 41R-3421. <lated the <lay m, 2016, and will he .registerecl<mtitle for the property. GENERAL CONDITIONS: The Transferee agrees that the title of the Transferee to the said lands will be subject to the covenants and agreements substantially in the form contained herein as Schedule "A" and agrees to execute a form ofpreliminary development agreement containing the same which shall be registered on title at the time of closing. 1. The lransferee acknow\etlges that the property is being sold by the lransferor pursuant information provided by the Transferee in their Letter of Intent and that any changes in initial use or tenancy must be approved by the Town of Tillsonburg. 1.. Too Transferee arnl the Transferor mutually agree on too merits of rleveloping the .larnl consistent with the existing qua~ty and design as evidenced by development in the Industrial Park. 3. !he 'Transferee acknowledges that the property is subject to Site Plan Control as per Bylaw 3513 and that that an agreement will be required prior to the issuance of a building permit. As part of the review process, the Transferee will be required to submit the following drawings, if applicable, for approval by the Town ofTillsonburg: (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 Transferee acknowledgesarnl agrees that they wiU be required to provme a security rleposit in accorrlance with the Town ofTillsonburg's Site Plan Bylaw. 4. Minimum lot coverage will be 10% unless otherwise approved by the Transferor in writing. 5. All sales of land are subject to applicable zoning by-laws and any other regulatory bylaws ofthe Town of Tillson burg and the County of Oxford. 6. The Transferee 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 municipaJ sanity sewers and wiJJ provide the necessary environmental protection and be liable for the cost of any pretreatment which may be required to comply with the said regulations. 7. These ronditions of sale shaH <:ontim~e to be binding on both of the parties hereto ann shall not merge on completion of the transactions but shall remain binding on both of the parties. TRANSFEREE'S ACKNOWLEDGEMENTS AND COVENANTS: 8. The Transferee covenants and agrees that it will, within one (1) year of the date of registration of the Transfer of the land herein described from the lransferor to the lransferee, 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 (1) year of the start of such construction. The Transferee covenants to deliver to the Transferor, in writing, at the Development Commissioner's Office, Town of Ti!lsonburg 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~ 9. If the Transferee does not start and complete construction of an industrial building, in accordance with the provision of Paragraph 8 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 originat purthase 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} <Jays of having been requested to do so by the Transferor-, he said .option may be exercised by the Transferor on sixty (60) days notice in writing at any time, provided that the Tra feree may, at any time after three (3) years from the time of default, give notice in writing to the Transferor at the Dev opment Commissioner's Office, Town of Tillsonburg Corporate Office, 200 Broadway, Suite 204, TIIIsonburg, Ontario, r quiring the Transferor to Buyer's Initials 0 <,/ Seller's Initi~t;=;;_ ___ _ I 7 exercise tne <lption to repurchase the lands as aforesaid. lf, after re<:e1ving sum notice from the Transferee, tne 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~ 10. 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 JawfuJ acts of PubHc Authorities, or' delays caused by materiaJ suppliers o~ common carriers which cannot reasonably be foreseen or provided against. 11. Unless the covenants in paragraph 8 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, Til\sonburg, 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. Fori:he purpose ofi:hts paragraph, if the Transferee is a torporation, 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. Tne 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.5.0. 1990, without first so offering to sell the lands bacl< 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. {).w. ~. \N\u. Li'"'-v M~J.. S>J\~'1 ... (., THIS IS SCHEDULE "A" to the Agreement of Purchase and Sale between XXXXX'OEJee( and the Corporation of the Town of TiUsonburg. SIGNED, SEALED AND DELIVERED in the Presence of ) I I 1 Buyer's Initials ~·~"'tJ~~ ~J"--· _ 1 DONNA WILSON CLERK DAVID W.IELER ~~ DATE DATE hb ~b/6 DATE I have the authorit>j to bind the corpo<ation 8 SCHEDULE "8" -EASEMENT This Schedule is attached to and forms part of the Agreement of Purchase and Sale between BUYER f'lransferor", WISE LINE ME'TAI.SALfSj, and SELLER ("Transferee", The Corporation of the Town of Tillson burg) tor the purchase and sale of' PART OF LOTS 2 AND 3 CONCESSION 5 NTR MIDDLETON, AND MORE PARTICULARLY DESCRIBED AS part OF PART 1, PLAN 41R- 3421, lands running along the rear of the new lot and to be described by a new reference plan. dated the day of, 2016, and will be registered on title for the property. The Transferor hereby sells, grants and conveys in perpetuity to the Transferee, its successors and assigns, a free and uninterrupted easement in gross in, under, over, upon, across and through the easement lands to inspect, examine, survey, construct, erect, remove, reconstruct, re-erect, replace, repair, renew, alter, enlarge, expand, improve, lay, install, use, and maintain sanitary sewers and storm drains and pipes and conduits for storm drainage and for the purpose of permitting the overland flow of stormwater across the easement lands t<) the municipal storm<:lrainage system. Together witfl the rigflt of the Transferee, its licensees. successors, assigns, servants, agents, workmen and contractors with all necessary vehicles, supplies, machinery and equipment necessary or incidental to enter upon the easement lands at all times and to pass and repass thereon for the purpose of lnspectlng, examining, surveying, constructing, erecting, removing, reconstructing, re- erecting, replac]ng, repairing, renewing, altering, enlarging, expanding, improving, laying, installing, using and maintaining sanitary sewers and storm drains and pipes and conduits for storm drainage and for the purpose of permitting the overland flow of stormwater across the easement lands to the municipal storm drainage system, as may be required by the Transferee from time to time, whether or not any part to be so inspected, examined, surveyed, constructed, erected, removed, reconstructed, re-erected, replaced, repaired, renewed, altered, enlarged, expanded, improved, layed, installed, used, and maintained is on the easement lands described herein. The Transferor covenants that without the "on sent m writing of the Transferee, .it .wiU nm place. or remove any flU or improve anv part of the easement lands by applying any surface treatment or erecting any pole, structure or building or do any other construction above or below the surface [other than seeding or soddlng with grass). And the Transferor hereby releases the Transferee from any and every claim which may or might arise out of the exercise by the Transferee of any of the rights granted by this Transfer of Easement or which may arise out of the existence or operation of such servke.s as mav be re.quke.d b.y the1ransferee from t\me to t\me and accept the. cons\derat\on ab.o'le mentioned \n fuH satisfactlon of all such claims except for any surface treatment mentioned above~ provided the Transferee fills in all excavations and as far as practicable restores the surface of the easement lands to the condition existing prior to any entry to exercise the right hereby granted. The Transferee may, without the consent of the Transferor, assign or share in whole or in part this easement agreement. W1t~ limitation to the generality of the foregoing, such assignment or sharing is contemplated to be or with such parties as public utility suppliers, Bell Canada and/or Cable Television operators. It is under5tood am! agreed by and .between the parties hereto that the burden of this Transfer of Easement and of all the covenants herein contained shall run with the easement lands herein described, and the benefit of this Transfer of Easement and of all the covenants herein contained shaU run with aU other }anDs anD interest in lanDs, owned, occupied or used by the Transferee, it's successors and assigns, for the purpose of operating and maintaining such services as may be required by the Transferee from time to time and that this Transfer of Easement shall be binding upon and enure to the benefit of the parties hereto, their respective heirs, executors, administrators, successors and assigns. Buyer's Initials ..,Pr:::.;-;_;V"-..:.._- SCHEDUlE "C" -.PROPERTY SKETCH 9 -----------------------~-- ' This Schedule is attached to and f<>rms part of the Agreement of Purchase and Sale between BUYER ("Transferor'', WISE LINE METAL SALES), and SELLER .("Transferee", The Cor.porationof the Town of Tillsonburg) for the purchase and sale of: PART OF lOTS 2 AND 3 CONCESSION 5 NTR MIDDlETON, AND MORE PARTICUlARlY DESCRIBED AS part OF PART 1, PlAN 41R- 3421, and to be described by a new reference plan as illustrated herein. dated the day of, 2016, and will be registered on title for the property. Buyer's Initials (}_ cJ ' 10 ,--