3996 Schedule A - Purchase and Sale agreement Xcel Fabrication & Design Ltd.,
AGREEMENT OF PURCHASE AND SALE
BETWEEN
THE CORPORATION OF THE TOWN OF TILLSONBURG,
hereinafter called the Seller,
-and-
XCEL FABRICATION & DESIGN LTD,
hereinafter called the Buyer,
WHEREAS the Seller owns property as described herein and is desirous of selling them for industrial development;
NOW THEREFORE THE PARTIES, in consideration of the mutual covenants and agreements hereinafter set out, hereby agree as
follows:
1. PROPERlY DESCRIPTION
The Buyer hereby offers to purchase from the Seller real property fronting on the EAST side of CLEARVIEW DRIVE in the Town of
Tillsonburg having a frontage of 100 METRES more or less by a depth of 216 METRES !IRREGULAR) more or less, containing
approximately SIX (6) acres and legally described as PART OF LOTS 2 AND 3 CONCESSION 5 NTR Middleton, AND MORE
PARTICULARLY DESCRIBED AS part OF PARTS 1 and 2. PLAN 41R-3421 as illustrated in Schedule C.
2. PURCHASE PRICE
The purchase price shall be ONE HUNDRED AND FOURTY-FOUR THOUSAND Dollars ($144.000.00 Cdn.) calculated at the rate of
TWENTY-FOUR THOUSAND Dollars ($24.000.00 Cdn.) per acre.
3. DEPOSIT
The Buyer submits with this Offer the sum of FOURTEEN THOUSAND. FOUR HUNDRED Dollars ($14.400.00 Cdn) by cheque payable to
the Seller, upon acceptance, as a deposit to be held by it, 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 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 shall be irrevocable by Buyer until6 PM on the 26"' day of FEBRUARY, 20.1&, after which time, if not accepted by the
Council of the Corporation of the Town of Tillson burg, this Offer shall 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 and/or execution of the terms in this
offer by the Chief Administrative Officer or his 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 subject to the fulfillment of the following terms and conditions on
or before MARCH 11. 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 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 the property and its consent to conduct all reasonable
soil and environmental tests and investigations on any of the property and if the results of such tests are
unacceptable to the 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 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 surface.
Buyer's Initials
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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.
d. The buyer may, by written notice to the seller, delivered on or before the Conditional date, terminate this
agreement if the buyer is unable to arrange financing for a building to be erected on the property.
6. TITLE SEARCH DATE
The Buyer shall be allowed until 6:00PM on the 25"' day of MARCH. 2016, (the "Requisition Date") to examine the title 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 31sr day of MARCH, 2016. Upon completion, vacant possession shall
be given to the Buyer unless otherwise provided in this Agreement.
8. TinE
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 sanitary 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, 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 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.
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.
12. DOCUMENT PREPARATION
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 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 d uments
intended to be registered in connection with the completion of this transaction) and (b) be subject to conditions where
lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same
Buyer's Initials ~
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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 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 shall 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:
21. BROKER REPRESENTATION
Buyer's Initials
Att: Development Commissioner
Corporation of the Town of Tillsonburg
200 Broadway, Suite 204
Tillsonburg, ON N4G 5A7
Fax: 519.842.9431
If to the Buyer:
Diedrich Braun
Xcel Fabrication & Design Ltd
245 Elm St, PO Box 121
Aylmer, ON NSH 2R9
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The Buyer hereby confirms that NOT APPLICABLE (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 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 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.
27. PRELIMINARY DEVELOPMENT 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 of preliminary 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 Ontario Land Surveyor under seal, showing the size and measurements of the property to describe the land for a
registerable transfer. Further, the Seller 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 mo or less
than described in Paragraph 1 above and such certificate shall be final and building upon the Seller and Buyer.
Buyer's Initials
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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. 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 Tillsonburg 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 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.
\l'(l..s;o"-bv.--~ this ::2LL dayof "\==""-e...b.--uar~
SIGNED, SEALED AND )
DATED at
DELIVERED in the
Presence of
Buyer's Initials
)
)
I
)
I
I
THE CORPORATION OF THE
TOWN OF TILLSONBURG
STEPHEN MOLNAR
MAYOR
~'% .....
DONNA WILSON
CLERK
DATE
DATE
Dl~4--
[insert title) DATE
I have the authority to bind the corporation
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SCHEDULE "A"-RESTRICTIVE COVENANTS
This Schedule is attached to and forms part of the Agreement of Purchase and Sale between
BUYER ("Transferee". xcliii:.ABiji&Tiilill& DESIGN LTD.), 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.
dated the day of, 2016, and will be registered on title 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 of preliminary development agreement containing the
same which shall be registered on title at the time of closing.
1. The Transferee acknowledges that the property is being sold by the Transferor 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
Tillson burg.
2. The Transferee and the Transferor mutually agree on the merits of developing the land consistent with the existing quality
and design as evidenced by development in the Industrial Park.
3. The 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 of Tillson burg:
(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 acknowledges and agrees that they will be required to provide a security deposit in accordance with
the Town ofTIIIsonburg'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 of the Town of Tillsonburg 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 municipal sanity sewers and will provide the necessary
environmental protection and be liable for the cost of any pretreatment which may be required to comply with the said
regulations.
7. These conditions of sale shall continue to be binding on both of the parties hereto and shall not merge on completion of the
transactions but shall remain binding on both of the parties.
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 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 (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 TIIIsonburg Corporate Office, 200 Broadway, Suite 204,
TIIIsonburg, 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 t provision of
Paragraph 8 above, within the periods therein set out, the Transferor shall have the option of repurcha · g the said lands
from the Transferee at ninety (90%) percent of the original purchase price, without interest, and f from any and all
encumbrances, ~~ ~nsferee shall provide to the Transferor all cessations of char es releases of other
Buyer's fuitials _..::;tf!i' __ ~--
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encumbrances and execute all Transfers and assurances as may be requisite in order to transfer a good and marketable title
to the Transferor within thirty {30) days of having been requested to do so by the Transferor. The said option may be
exercised by the Transferor on sixty (60) days notice in writing at any time, provided that the Transferee may, at any time
after three (3) years from the time of default, give notice in writing to the Transferor at the Development Commissioner's
Office, Town of TIIIsonburg Corporate Office, 200 Broadway, Suite 204, TIIIsonburg. Ontario, requiring the Transferor to
exercise the option to repurchase the lands as aforesaid. If, after receiving such notice from the Transferee, the Transferor
does not exercise its right to repurchase the said lands by giving notice in writing, mailed to the address for service of the
Transferee as shown on the Transfer, of such intention within ninety (90) days of receipt of the said notice from the
Transferee, then the Transferor's right to repurchase said lands under the provision of this paragraph shall terminate.
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 lawful acts of Public Authorities, or delays caused by material suppliers or 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, TIIIsonburg, Ontario, to sell such
lands to the Transferor at a price equal to ninety {90%) percent of the original purchase price paid by the Transferee to the
Transferor, and free from any and all encumbrances. For the purpose of this paragraph, if the Transferee is a corporation,
the word "sell", in addition to its ordinary meaning. shall be deemed to mean and include a sale or disposition of the
corporate shareholding of the Transferee by the person or persons who, at the date of the transfer of lands by the
Transferor to the Transferee, holds or hold a majority of the corporate shares. The Transferor shall have ninety (90) days
from the receipt of an offer made by the Transferee, under the provisions of this paragraph, to accept such offer. Such
acceptance shall be in writing and mailed to the address for service of the Transferee as shown on the Transfer. if the
Transferor does not accept an offer to sell, made by the Transferee under the provision of this paragraph, the Transferor's
right, provided in this paragraph to repurchase the lands so offered, shall terminate. Provided however, that the Transferee
may sell or otherwise transfer the said land to a subsidiary or affiliate corporation as defined in the Business Corporations
Act, R.S.O. 1990, without first so offering to sell the lands back to the Transferor provided such subsidiary confirms the
acceptance of the within building covenants and the offer of re-sale in this paragraph and expressly undertakes in writing to
comply therewith, by execution of such documents, in confirmation thereof, as the Transferor may require.
~~ ~r· i.-~" *' o~q ... L-1-'.t ~
THIS IS SCHEDULE "A" to the Agreement of Purchase and Sale betweeu )00( llllee< and the Corporation of the Town of Tillsonburg.
SIGNED, SEALED AND
DELIVERED in the
Presence of
Buyer's Initials--~----
e:,.........
DONNA WILSON
CLERK
(insert title]
DATE
DATE
DATE
I have the authority to bind the corporation
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SCHEDULE "B" -EASEMENT
This Schedule is attached to and forms part of the Agreement of Purchase and Sale between
BUYER ("Transferor", x.c.··eLI'A~Iii<:Atiolli:&ol!siGN·LTD ... l. and -'-' ' .. -' ' -~ -· ," ----·-· -~ '" '""--'· "--'"•' -/ - -_.,,
SELLER ("Transferee•, The Corporation of the Town of Tillsonburg)
for the purchase and sale of:
PART OF LOTS Z AND 3 CONCESSION 5 NTR MIDDLETON, AND MORE PARTICULARLY DESCRIBED AS part OF PART 1, PLAN 41R-
34Z1, 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 to the municipal storm drainage system.
Together with the right 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 inspecting, examining, surveyin& constructing, erecting, removing, reconstructing, re-
erecting, replacing, 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 consent in writing of the Transferee, it will not place or remove any fill or improve any 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 sodding 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
services as may be required by the Transferee from time to time and accept the consideration above mentioned in full satisfaction 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. Without
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 understood and 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 shall run with all other lands 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 Tra eree from time
Buyer's Initials
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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.
SCHEDULE "c:'-PROPERTY SKETCH
This Schedule is attached to and forms part of the Agreement of Purchase and Sale between
BUYER ("Transferor", xc.··· .• ·.• Ei I'Aallic:Ariolil &•otst6111'i:ro.l. and ., ---: . .-,.' -..... ·, .. -... --... :' ,', --,.,.,, . " --~-'·" .. -... " ', '""''
SELLER ("Transferee», The Corporation of the Town of Tillson burg)
for the purchase and sale of:
PART OF LOTS Z AND 3 CONCESSION 5 NTR MIDDLETON, AND MORE PARTICULARLY DESCRIBED AS part OF PART 1, PLAN 41R-
34Z1, 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.
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