2020-111 Schedule AAGREEMENT OF PURCHASE AND SALE (the "Agreement" or "APS") BETWEEN: THE CORPORATION OF THE TOWN OF TILLSONBURG (the "Vendor") -and-EDWIN AND MAUREEN McLAUGHLIN (the "Purchaser") pa~ l' I WHEREAS the Vendor is the owner, in fee simple, of the lands and premises described in Schedule "A" (the "Property"); AND WHEREAS the Purchaser proposed a bid, which was accepted by the Vendor, for the purchase of the Property pursuant to the public notice and request for bids posted by the Vendor, a copy of which is attached hereto as Schedule "E". AND WHEREAS the Vendor wishes to transfer the Property to the Purchaser, with the Purchaser retaining a portion of the Property in trust for the Vendor to permit the future road development by the Vendor, and the Purchaser retaining the balance of the Property for their own benefit; NOW THEREFORE IN CONSIDERATION of the mutual covenants and premises in this Agreement, the parties agree as follows: SECTION I -GENERAL 1. The Purchaser agrees to purchase the Property and the Vendor agrees to sell the Property according to the terms of this Agreement. 2. The Purchaser acknowledges and agrees that the Property is being sold by the Vendor pursuant to the proposal received by the Vendor through the Surplus Lands process established September 8, 2020, and the corresponding information provided by the Purchaser in the proposal submitted to the Vendor prior to the September 28, 2020, deadline. Any changes in proposed use or tenancy must be approved by the Vendor. Further, the Purchaser agrees on the merits of developing the property to the highest standards in order to provide for accommodation and events facility in the Town of Tillson burg. 3. In consideration of the agreement referred to in the preceding paragraph, the Purchaser shall pay to the Vendor a Purchase Price calculated at EIGHT HUNDRED AND SEVENTY-FIVE THOUSAND DOLLARS ($875,000). The Purchase Price shall be paid as follows: (a) Twenty-Five Thousand Dollars ($25,000) deposit is payable by the Purchaser by certified cheque upon Acceptance of this Agreement, to be held on an interest free basis by the Solicitor for the Vendor as a deposit pending completion of this transaction on account of the Purchase Price on completion, or if this Agreement is not completed through no fault of the Purchaser, the deposit shall be returned to the Purchaser; (b) A further Seventy Five Thousand ($75,000) deposit upon the waiver of conditions, to be held in an interest basis by the Solicitor for the Vendor; and, (c) the balance of the Purchase Price, subject to adjustments, shall be paid to the Vendor on the Completion Date, by certified cheque or bank draft. SECTION II -PURCHASE OF PROPERTY 4. Irrevocable Date (a) This APS shall be irrevocable and open for acceptance by the Vendor un~i\;6:00 p.m. 07"~~e 24th day of November, 2020 ("Acceptance"), and when acce s Buyer's Initial~· Seller's Initials I )!{ft(
constitute a binding contract of purchase and sale, otherwise the APS shall be null and void and all deposit monies paid shall be returned to the Purchaser without deduction. (b) Acceptance shall mean the date upon which the Mayor and Clerk of the Town of Tillsonburg, or such other persons as the Vendor may authorize from time to time, sign and execute this APS subsequent to the requirement that the Council of The Corporation of the Town of Tillsonburg has passed a resolution or by-law authorizing and approving the sale of the Property to the Purchaser pursuant to the terms of this APS. (c) The parties agree and acknowledge that negotiation of this APS is not a valid and binding agreement until accepted by the Council of The Corporation of the Town of Tillsonburg. The Chief Administrative Officer of the Town of Tillsonburg, or his or her designate, shall negotiate the terms of this APS in good faith. However, the negotiation of the terms of this APS by the Chief Administrative Officer of the Town of Tillsonburg, or his or her designate, in no ways binds The Corporation of the Town of Tillsonburg until such time as this APS is authorized and approved by the Council of The Corporation of the Town of Tillsonburg. 5. Council Approval (a) This transaction is subject to compliance with Section 270 of the Municipal Act, 2001, S.O. 2001, c. 25 as amended and the approval of the Council of The Corporation of the Town of Tillsonburg in its sole and absolute discretion by resolution or by-law. 6. Deed/Transfer (a) The Vendor agrees to deed or transfer the Property to the Purchaser subject to the terms of this Agreement. (b) The portion of the Property to be shown on the Reference Plan as agreed between the parties (the "Trust Portion") shall be held by the Purchaser in trust for the Vendor on the following terms: (i) The Purchaser shall, upon thirty (30) days written notice, transfer legal ownership to the Trust Portion to the Vendor for no consideration provided that the Vendor has constructed and assumed a municipal road to the laneway that provides access for the Purchaser to the Property. (ii) The Vendor shall pay for all costs associated with the transfer described in paragraph 6(b)(i). 7. Completion Date (a) The closing of this transaction shall take place on Monday, December 4, 2020 or such other date as mutually agreed upon (the "Completion Date") at which time possession of the Property in "as is, where is" condition shall be given to the Purchaser other than as provided in this APS. The Vendor acknowledges that it has the right and authority to sell the Property. 8. Documents, Reports and Information (a) The Vendor will produce and deliver to the Purchaser within seven (7) days of Acceptance of the APS any documents, reports or information in its possession in respect to the Property. The Purchaser agrees to return all of the above documentation to the Vendor if this transaction is not completed. SECTION Ill -CONDITIONS, REPRESENTATIONS AND WARRANTIES 9. "As Is" Condition (a) The Purchaser acknowledges that it is acquiring the Property in an "as is" condition and that it must satisfy itself within seven (7) days of Acceptance of the APS regarding the condition of the Property including, but not limited to, all existing physical conditions of this Property including the state of the existing residential dwelling, environmental conditions, fitness for any purpose, suitabiliw for construction, soil bearing capacity for any building proposed, and the availa~~lity of :z;i. · al services and utilities necessary for the Purchaser's proposed use \ot the Buyer's Initials 1 Seller's lniti~ Ari l'~/ ~!ti
Property. The Purchaser acknowledges that the Vendor shall not be responsible for any physical deficiencies of the Property or for any past, present or future environmental liabilities and hereby waives any claims against the Vendor in respect of any environmental liabilities on the Property. The Purchaser agrees to sign a release and indemnity in favour of the Vendor on or before closing with respect to matters set out in the preceding sentence. If the Purchaser is for any reason whatsoever dissatisfied with the Property, it shall deliver written notice to that effect to the Vendor by no later than the time specified herein, and this Agreement shall be terminated and the deposit shall be returned to the Purchaser without interest or deduction. If the Vendor is notified that the condition of the Property is not satisfactory, then the Purchaser shall, prior to receiving its deposit monies back and prior to being entitled to a full release from the Vendor with respect to this Agreement, restore the Property to its original condition as it existed prior to such testing or inspection by the Purchaser, at the Purchaser's sole expense. If the Purchaser fails to deliver written notice to the Vendor within the time specified herein regarding this condition, this condition shall be deemed to have been waived by the Purchaser. The Vendor covenants that it shall permit the Purchaser, and its agents, employees and contractors, access to the Property to conduct such inspections as required by this section 9(a) and any other provisions of this APS. 10. Other Conditions (a) This APS and completion of this transaction is subject to the condition as set out in Schedule "B". 11. Investigation by the Purchaser (a) The Purchaser acknowledges having inspected the Property prior to executing the APS and understands that upon Acceptance by the Vendor, and subject to any conditions herein including, but not limited to the condition as contained in section 9(a) of this APS, there shall be a binding agreement of purchase and sale between the Purchaser and the Vendor. It shall be the Purchaser's responsibility to provide, at its own expense, any soil bearing capacity tests or environmental inspection, as may be required or desired, and the Vendor shall grant the Purchaser access for such testing or inspection at all reasonable times, on reasonable notice, for the purpose of conducting reasonable inspections. 12. Future Use (a) The Vendor and the Purchaser agree that there is no condition, express or implied, representation or warranty of any kind that the future intended use of the Property by the Purchaser is or will be lawful except as may be specifically stipulated elsewhere in this Agreement. (b) Notwithstanding the foregoing, the Purchaser agrees and covenants that, upon completion of the transaction, it shall develop the property in accordance with the proposal submitted and accepted by the Town as contained in Schedule "E"; namely, (i) The conversion of the existing residential dwelling to a Bed & Breakfast establishment at its own expense; (ii) The development of a minimum 100 person event/retreat centre with suitable indoor/outdoor space (rustic event barn); (iii) The addition of low-impact housing available on a seasonal or year round basis; (iv) The construction of a trail extension through the adjacent property to the east of the Property, with a connection to the existing trails through the Bridges at Tillsonburg golf course, at the Purchaser's cost, in their sole and absolute discretion; (v) In cooperation with the Vendor with both the Vendor and Purchaser equally sharing such cost, the extension of the above noted trail through the Property along a mutually agreeable route, which shall be determined by both parties, acting reasonably, and subject to the Vendor's determination, in its sole discretion, of the timing and financial appropriateness of such trail extension; and, Buyer's lnitialJM. / Seller's lnitirJ Aft{
(vi) The Purchaser agrees and covenants that it shall, upon completion of the transaction and in cooperation with the Vendor, allow for a future connection of the community trail from the lands adjacent to and west of the Property at the Vendor's sole cost. 13. Provision of Plans (a) The Purchaser agrees and covenants that prior to the issuance of a building permit, the Purchaser shall provide to the Town of Tillsonburg a plan showing the location of the new and proposed building(s) and structures (other than those structures temporary in nature), the front elevation of the building(s), the exterior building materials, the landscaping treatment and the proposed trail location and route (s). The provisions of this paragraph shall survive closing. 14. Reasonable Assistance (a) The Vendor agrees to provide reasonable assistance and co-operation to the Purchaser in obtaining the necessary approvals for the development of the Property subject to the Purchaser's compliance with all relevant building codes, by-laws, land use controls, any other statutory requirements and payment of the fees provided for in the Town of Tillsonburg's current fees by-law. (b) Nothing in this agreement shall fetter the Vendor's discretion to make decisions regarding any of its responsibilities as a municipal body. 15. Development Covenants and Restrictions (a) The Property shall be subject to the development covenants and restrictions more particularly set out in Schedule "D" attached to this APS, which shall survive the completion of this transaction and run with the Property. The development covenants and restrictions shall be registered on title by the Vendor. In the event that the said covenants and restrictions are not registered on title to the Property on or before closing, the Purchaser covenants and agrees to consent to the registration of the covenants and restrictions after closing. 16. Property Not for Resale (a) The Purchaser covenants that it is purchasing the Property for the construction of a building and not for the purpose of resale of vacant land. 16.1 Easement (a) The Parties agree that the Vendor shall on or before Closing obtain from the property owner immediately to the west (the "Adjacent Property") an easement agreement to use the current laneway (approximately 25 foot even width throughout) which is situate on the eastern portion of the Adjacent Property for the purpose of access and electrical services from Highway 3 to the Property. SECTION IV -PRIOR TO COMPLETION DATE 17. Purchaser May Inspect the Property (a) The Purchaser, its agents and contractors shall be permitted to inspect the Property and any buildings as frequently as is reasonably necessary between the date of Acceptance and the Completion Date at reasonable times and upon reasonable notice to the Vendor. 18. Insurance (a) Pending closing, the Vendor shall hold all insurance policies and the proceeds thereof in trust for the parties as their interest may appear and in the event of damage to the Property. The Purchaser may elect to either receive the proceeds of the insurance and complete the purchase or to cancel the APS and have all the deposit monies paid to the Vendor returned together with all interest earned thereon without deduction. SECTION V -COMPLETING THE TRANSACTION 19. Deed/Transfer Seller's lniti~ Buyer's lniti/~ hi{_
(a) The Deed or Transfer of the Property will be prepared at the expense of the Vendor in a form acceptable to the solicitors for the Purchaser and the Purchaser will pay all Land Transfer Tax, Harmonized Sales Tax and other costs in connection with the registration of it. 20. Electronic Registration (a) The parties agree that the transaction shall be completed by electronic registration pursuant to Part Ill of the Land Registration Reform Act, R.S.O. 1990, c.L.4 as amended. The parties acknowledge and agree that the delivery and release of documents may, at the discretion of the lawyer: a) not occur contemporaneously with the registration of the transfer/deed and other registrable documentation, and b) be subject to conditions whereby the lawyer receiving documents and/or money will be required to hold them in trust and not release them except in accordance with the terms of a written agreement between the lawyers entered into in the form of the Document Registration Agreement adopted by the Joint LSUC-OBOA Committee on Elective Registration of Title Documents. 21. Survey or Reference Plan (a) The parties acknowledge that a survey may be required and a Reference Plan may be registered on title at the Vendor's sole cost and may be used to provide a registrable description of the Property and any easements. 22. Letters and Reports from Officials of the Vendor (a) On or before the requisition date, the Vendor agrees to provide to the Purchaser, if requested, at the Vendor's expense, letters or reports from the Building and Zoning Department of the Town of Tillsonburg and the Fire Chief of the Town of Tillsonburg regarding the status of compliance with all codes, by-laws, rules and regulations with respect to the Property and any buildings located thereon. 23. Examination of Title (a) Title to the Property shall be good and marketable and free from all encumbrances except for any service easements or rights-of-way to be reserved in favour of the Vendor and for any easements or rights-of-way registered on title and any minor encroachments shown on the survey or Reference Plan delivered to the Purchaser. Any required easement shall be in the form set out in Schedule "C". (b) The Purchaser is allowed seven (7) days from Acceptance of this APS to examine the title to the Property. If on or before this date the Purchaser furnishes the Vendor in writing with any valid objections: to the title; to any undisclosed outstanding work orders; to undisclosed non-compliance with the municipal by-laws or covenants and restrictions which run with the land and cannot be resolved before the Completion Date; as to any objection of which the Vendor shall be unable to remedy or correct by the Completion Date and which the Purchaser will not waive, then this APS shall, notwithstanding any intermediate acts or negotiations, be terminated and the deposit shall be returned to the Purchaser without deduction and the Vendor and the Purchaser shall not be liable for any costs, damages, compensation or expenses. 24. Vendor to Discharge all Encumbrances (a) The Vendor agrees to obtain and register at its own expense, on or before the Completion Date, a discharge of all liens, encumbrances, agreements and mortgages now registered against the Property and not assumed by the Purchaser. The Vendor further covenants and agrees to discharge, on or before the Completion Date, any and all liens, chattel mortgages, assignments or any other security interest given by the Vendor against its personal Property. 25. Adjustments (a) The Vendor agrees that all deposits, if any, held by the Vendor not including interest thereon shall be credited to the Purchaser in the Statement of Adjustments prepared for the Completion Date. (b) Any rents, mortgage, interest, taxes, local improvements, water and assessment rates shall be apportioned and allowed to the Completion Date, the day itself to be apportioned to the Purchaser. 26. Deliver~:/cb~te Vendor To The Purchaser on Closing Buyer's Initials c. Seller's Initials , '·' , hf/(_
(a) The Vendor covenants and agrees to deliver to the Purchaser on the Completion Date, all such deliveries to be a condition of the Purchaser's obligation to close this transaction, the following: (i) a deed/transfer of the Property; (ii) any survey or reference plan of the Property in the possession of the Vendor; (iii) a Statutory Declaration by an authorized officer of the Vendor stating that accurateness and truthfulness of all of the representations and warranties; (iv) a Statutory Declaration by an authorized officer of the Vendor as to possession of the Property in a form acceptable to the solicitors for the Purchaser; (v) a Statutory Declaration by an authorized officer of the Vendor that it is not now, and upon completion will not be, a "non-resident person" within the meaning and for the purpose of Section 116 of the Income Tax Act, R.S.C., 1985, c. 1 (5th Supp.) as amended; (vi) certified copies of all appropriate certificates, by-laws and other documents of Vendor authorizing the transaction herein; and (vii) such further documentation and assurances as the Purchaser may reasonably require to complete the transaction contemplated by the APS. 27. Harmonized Sales Tax (a) The parties hereto acknowledge and agree that the transaction contemplated herein is subject to the Harmonized Sales Tax (HST) under the Excise Tax Act, R.S.C., 1985, c. E-15 (the "Act") and that the Purchase Price does not include HST. The Vendor shall provide the Purchaser with its HST Business Number. The Purchaser shall pay to the Vendor any HST imposed under the Act payable in connection with the transfer of the Property to the Purchaser, or as it may direct, unless the Purchaser or its nominee, or its assignee, provides: (i) a certificate on or before the Completion Date containing a representation and warranty to the Vendor that: (1) it is registered for the purpose of the HST on the Completion Date and specifying the HST registration number; (2) it will self-assess the HST on its GST/HST return or file the prescribed form pursuant to subsection 228(4) of the Act in connection with the purchase of the Property; (3) the Property transferred pursuant to this APS is being purchased by the Purchaser, or its nominee or assignee, as principal for its own account and is not being purchased by the Purchaser as agent, trustee or otherwise on behalf of or for another person, and does not constitute a supply of residential complex made to an individual for the purpose of paragraph 221 (2)(b) of the Act; (4) an indemnity, indemnifying and saving harmless the Vendor from any HST payable on this transaction and penalty and interest relating to HST; and (5) a notarial true copy of its HST registration confirmation. SECTION VI -MISCELLANEOUS 28. Entire Agreement (a) There is no representation, warranty, collateral agreement or condition affecting this Agreement of the Property other than expressed herein. 29. Tender Buyer's lnitials)!f_.: l1_fa(_
(a) Any tender of documents or moneys hereunder may be made upon the solicitor acting for the party upon whom tender is desired, and it shall be sufficient that a negotiable, certified cheque or bank draft may be tendered instead of cash. 30. Time of Essence (a) Time shall be of the essence of this Agreement. 31. Planning Act (a) This Agreement shall be effective only if the provisions of Section 50 of the Planning Act, R.S.O. 1990, c.P.13, as amended are complied with. 32. Notices (a) All notices in this Agreement shall be in writing and shall be deemed to have been given if delivered by hand or mailed by ordinary mail, postage prepaid, addressed to the solicitor for the person to whom such notice is intended to be given at the following addressed: Solicitors for the Vendor: Duncan, Linton LLP ATTENTION: Steven D.S. Ross 45 Erb Street West Waterloo, ON N2J 1 L7 Fax: (519) 886-8651 with a copy delivered to: The Corporation of the Town of Tillsonburg ATTENTION: Development Commissioner 204-200 Broadway Tillsonburg, ON N4G 5A7 Fax: 519-842-9431 Solicitors for the Purchaser: Mandryk & Morgan Att: James Morgan 40 Brock St W Tillsonburg, ON N4G 2A2 Canada mhlaw@execulink.com Fax: ( 519)842-7659 If mailed, such notices must also be given by facsimile transmission on the date it was so mailed. If so given, such notices shall be deemed to have been received on the first business day following the date it was delivered or marked mailed out. 33. Successors and Assigns (a) The Purchaser shall be permitted to assign all of its right, title and interest in and to this APS with the Vendor's written approval, which shall not be unreasonably withheld, including assignment to another corporation with the same shareholders as the Purchaser. Subject to the restrictions in the preceding sentence, the Vendor agrees to engross the Transfer/Deed of Land as directed by the Purchase on the completion Date as the Purchaser may elect, and the Vendor agrees to complete the transaction contemplated by this APS on the Completion Date with such assignee or nominee. The Purchaser is released from all liability hereunder, if it assigns its interest in this APS. This Agreement shall be binding upon the parties hereto and their respective successors and assigns. 34. Schedules (a) The following Schedules shall form an integral part of this Agreement: (i9 , Schedule "B" Conditions; Buyer's Initial~ Seller's Initials ---~ (i) Schedule "A" Description of the Property; ~
(iii) Schedule C" Easement;
(iv) Schedule "D" Development Covenants ; and
(v) Schedule "E" Public Notice and Request for Bids.
35. Acceptance by Fax or Email
(a) The Purchaser and Vendor acknowledge and agree that the communication of this
Agreement of Purchase and Sale may be transmitted by way of facsimile or electronic
mail, and that they agree to accept such signatures and documents to be legal and
binding upon them .
36. Counterparts
(a) This Agreement may be signed in any number of counterparts , each of which is
considered to be an original , and all of which are considered to be the same
documents.
37 . Severability
(a) If any provision of this Agreement, or the application thereof to any circumstances,
shall be held to be invalid or unenforceable, then the remaining provisions of this
Agreement, or the application thereof to other circumstances, shall not be affected ,
and shall be valid and enforceable.
IN WITNESS WHEREOF the Purchaser has executed this Agreement:
Dated at 1 d I "'"~ . Ontario this n day of f/>vd '"' . 2020.
**
Per:
Name· DWIN McLAUG IN
Title: -/ ,
///VJ& !PA JU ,~/ tj& <
Name: MAUREEN McLA LIN
T itle:
I/We have authority to bind the Corporation .
The Vendor hereby accepts this Agreement according to its terms.
Dated at Tillsonburg , Ontario this 1..!J day of Nn.Jeffi'ne,C , 2020.
IN WITNESS WHEREOF the Vendor has executed this Agreement:
Buye r's Initia ls }tf#v ·
n of
//
/c~
Mi c helle Smibert
Clerk
We hav e authority to bind The Corporation
of the Town of Tillsonburg .
SCHEDULE "A" -LEGAL DESCRIPTION OF THE PROPERTY Parts of Lots 3 and 4, Concession 5 NTR, and more particularly described as part of Part 1, Plan 37R-283 and to be described by a new reference plan more or less as shown below; ALL AND SINGULAR that certain parcel or tract of land and premises situated, lying and being in the Town of Tillsonburg in the County of Oxford, being compromised of: SUBJECT PROPERTY: Parcels Intended to be Declared Surplus fl Buyer's Initials L U1 r Seller's lnitiaJs r . ,, 11 M__fl-(
SCHEDULE "B" -PURCHASER CONDITIONS The Purchaser shall, upon waiver of all conditions and payment of the additional deposit amount, be permitted by the Vendor to obtain early access to the property for the purposes of mitigation of moisture and other conditions of the property. The Purchaser acknowledges and agrees that any work done to the property shall be upon approval of the Vendor and shall also be at the Purchaser's own cost and risk. Should the transaction not be completed, those works shall either be restored to their original condition or allowed to remain in place at no cost to the Vendor. The Purchaser shall provide indemnification and proof of suitable insurance coverage, to the satisfaction of the Vendor, prior to proceeding with any works. Buyer's Initials ~ • ~
SCHEDULE"C"-EASEMENT TERMS AND PROVISIONS OF THE EASEMENT: I. The Owner hereby grants, conveys and confirms to The Corporation of the Town of Tillsonburg (the "Town"), its successors and assigns, in perpetuity, the free, uninterrupted and undisturbed right and easement to enter upon the lands herein described at any time for the purposes of constructing, installing and maintaining all municipal services of any kind (including water distribution pipes and sanitary and storm sewers) in, under, over and upon the said lands, and without limiting the generality of the foregoing, to enable the servicing and outlets for the development of the surrounding industrial lands and/or trail extensions as may be applicable and with the further and continuing right to the Town, its successors and assigns, and its servants, agents and workers to enter upon the lands at any time to construct, repair, correct, operate, replace and maintain at all times in good condition and repair the municipal services and for every such purpose the Town shall have access to the said lands at all times by its agents, servants, employees and workers. 2. The Town covenants and agrees that, upon completion of any work undertaken hereunder, the Town will restore the areas of land upon which it has performed work to the same condition as that in which the lands were found prior to the commencement of the work. 3. The Owner covenants with the Town to keep the lands herein described free and clear of any trees, buildings, structures or other obstructions which may limit the use, operation, repair, replacement or maintenance of the easement and to use the lands herein described only in a manner and for purposes not inconsistent with the exercise of the rights created by this indenture and without limiting the generality of the foregoing, only as a yard, lawn, garden, flowerbed, roadway, driveway or parking area and the Owner agrees not to do or suffer to be done anything which might injure any of the works of the Town hereon. The term "building" as set out herein shall specifically include any window sills, chimney breasts, cornices, eaves or other architectural features projecting from the first floor of the building but shall not include window sills, chimney breasts, cornices, eaves or other architectural features projecting from the second floor of the building by less than two (2) feet and such second floor projections shall be specifically authorized and allowed to encroach upon the lands herein described. 4. The Town, by the acceptance and registration of the within easement, agrees to be bound by the terms and provisions contained herein. 5. The burden and benefit of this easement shall run with the lands herein described and shall extend to and be binding upon and enure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. 6. This is an easement in gross. Buyer's lnit'.~ Seller's Initials , ~ J t \15
SCHEDULE "D" DEVELOPMENT COVENANTS 1 . Title Control (a) The owner or owners of the property (the "Owner") upon which these development covenants attach (the "Property") covenants and agrees that will develop and maintain the property for the purposes of a Bed and Breakfast establishment, a minimum 100 person event/retreat centre and a proposed trail network. The Owner further covenants and agrees to commence development of the Property in compliance with the proposed uses, subject to obtaining suitable zoning, at the Owner's risk, of the Property's within one (1) year of the date the Owner took title to the Property being the date of registration of transfer (the "Completion Date") and to substantially complete the renovation of the said building to a Bed and Breakfast in conformity with an approved site plan, if applicable, within two (2) years from the Completion Date of this transaction. (b) If the Owner does not comply with the provisions of subclause 1.a) above within the periods therein specifically set out or within the Extended Time, the Owner, will, at the option of the Town of Tillsonburg by notice in writing to the Owner, re-convey good title to the Property to the Town of Tillsonburg, free and clear of all encumbrances, in consideration for payment by the Town of Tillsonburg to the Owner of 100% of the purchase price paid by the Owner to the Town of Tillsonburg for the conveyance of the Property in the first instance (the "Discounted Consideration"). The re-conveyance shall be completed within sixty (60) days of the notice set out in this subclause. The Town of Tillsonburg shall be allowed to deduct from the Discounted Consideration all of its reasonable costs, realty commission and legal fees incurred with respect to the original conveyance of the Property by the Town of Tillsonburg to the Owner, as well as the costs of the Town of Tillsonburg in re-acquiring the Property, including without limitation, realty commission, registration costs, land transfer tax, legal fees and such other costs as reasonably incurred by the Town of Tillsonburg. The Town of Tillsonburg shall not be required to pay for any improvements that may have been made, constructed, installed or performed by the Owner on the Property. Notwithstanding this, the Owner shall be permitted to revise their plans and seek approval from the Town of Tillsonburg for such revised plans should their proposed plans not be viable. The Town of Tillsonburg may, in their sole and absolute discretion, acting reasonably, approve such revised plans. The Owner shall make a request to revise their plans, in writing to the Town of Tillsonburg who shall have 30 days to review and provide approval for the revised plan. (c) Subject to subclause 1.b) above, the Owner covenants that it will not sell the Property or any part thereof to any person, firm or corporation without first offering, in writing, to sell the Property to the Town of Tillsonburg for consideration equal to the consideration paid by the Owner to the Town of Tillsonburg in the original conveyance of the Property provided however that the Owner may sell or transfer the Property to a company owned by the Purchaser(s) provided such company assumes and confirms its acceptance of the within covenants and restrictions and expressly undertakes in writing to comply with them in such form as the Town of Tillsonburg may require. The Town of Tillsonburg shall have ninety (90) days from the receipt of an offer made by the Owner under this subclause, to accept such offer which acceptance shall be in writing. If the Town of Tillsonburg does not accept an offer to sell made by the Owner under the provisions of this subclause, the Town of Tillsonburg's right to repurchase the Property so offered shall terminate. However, the remaining provisions of this clause 1 as well as other provisions herein shall continue in full force and effect. The limitation contained in this subclause, will expire upon the Owner fulfilling all of the building requirements as set out in subclause 1.a) and 1.b) above. 2. Development Standards 3. (a) The Owner hereby acknowledges that it is aware that the Property is designated as within a site plan control area. The Owner shall not commence any construction or use the Property until site plan approval has been obtained. The external building materials used on any building to be constructed on the Property must be approved in writing in advance by the Town of Tillsonburg as part of such site plan control approval process. Assignment of Covenants n Buyer's lnitialk · A/ti
(a) The Owner acknowledges and agrees that the covenants and restrictions herein shall run with the title to the Property. The Owner, for itself, its successors, heirs, and assigns in title from time to time of all or any part or parts of the Property will observe and comply with the stipulations, restrictions, and provisions herein set forth (the "Restrictions"), and covenants that nothing shall be erected, fixed, placed or done upon the Property or any part thereof in breach or in violation or contrary to the Restrictions or the provisions of the agreement of purchase and sale between the Owner and the Town of Tillsonburg and that the Owner will require every subsequent purchaser or every successor in title to assume and acknowledge the binding effect of this document, as well as, covenant to observe and comply with the Restrictions and other covenants herein, and the surviving provisions of this Agreement of Purchase and Sale. 4. Force Majeure (a) If the Owner shall be unable to fulfill, or shall be delayed or restricted in fulfilling any of the obligations set out herein due to any act or neglect of the Town of Tillsonburg or any of its employees, or due to strikes, pandemic, emergency orders, walkouts, lockouts, fire, unusual delay by common carriers, or by any other cause beyond the Owner's reasonable control, then the time for fulfilling any such obligations shall be extended for such reasonable time as may be required by the Owner to fulfill such obligation. 5. Right to Waive (a) Notwithstanding anything herein contained, the Town of Tillsonburg and its successors shall have the power by instrument or instruments in writing from time to time to waive, alter or modify the herein covenants and restrictions with respect to their application to any part of the Property without notice to or approval from the Owner or notice to or approval from the owners of any other adjacent or nearby lands. Buyer's lniti~. /0)1~
SCHEDULE "E" PUBLIC NOTICE AND SUBMITTED PROPOSAL I PUBLIC NOTICE I The Corporation of the Town of Tillsonburg Purpose of Notice 200 Broadway. Suite 204 Tillsonburg, ON N4G 5A7 The purpose of this notice is to advise that the Corporation of the Town of Tillsonburg intends to declare portions of the 1, 101 Highway 3 property, described as Parts of Lots 3 and 4, Concession 5 NTR, and more particularly described as part of Part 1, Plan 37R-283, surplus to the needs of the Town of Tillsonburg at the September 28, 2020 Council Meeting and that. in accordance with Bylaw 3549 -Sale of Real Property Policy, the Town is hereby providing notice of its intent to sell the property. This notice is being provided in accordance with the Town's Surplus Lands Bylaw and Section 270 (1) of the Municipal Act, 2001. The Town of Tillsonburg is inviting the public to register their interest or concerns with the Town of Tillsonburg by 4 PM on Monday, September 28, 2020. Interested parties are asked to submit their proposed purchase price and a brief proposal as to their proposed use for the property, including potential community benefits. Subject to successful negotiation, the interested party will be required to enter into a legal agreement for approval by the Council of The Corporation of the Town of Tillsonburg. NOTE: Town Council reserves the right consider all and any proposals, including taking into account consideration of benefits to the community in addition to any price submitted where, in the opinion of Council, it is in the best interest of the Town to do so. Please note that the minimum bid that the Town will consider is $800,000.00. Additional Information There are no public information sessions being offered with respect to this action; however, interested parties can request a detailed information package or register their interest by contacting: Cephas Panschow, Development Commissioner Town of Tillsonburg, Economic Development & Marketing 519.688.3009, x4007 cpanschovv@tillsonburq.ca The deadline for registering interest in the property is 4 PM on Monday, September 28, 2020. Personal information collected and recorded at the public meeting or submitted in wTiting on this subject is collected under the authority of the Municipal Act. 2001. as amended, and will be used by members of Council and Town. staff in their consideration of the application. The written submissions including l,ames and contact information and the report of the public meeting vlill be made available to the public. Questions about this collection should be referred to the Clerk at 519-688-3009. J Buyer's lnitials/'"(l-{ , Seller's~
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To Whom It May Concern: Further to the Town of Tillsonburg's intent to declare the non-industrial portions of the 1,101 Highway~ property as surplus to the Town's needs, please accept this letter of intent with respect to our interest in purchasing the following parcels of land as outlined in the property information package: • North Block -Approximately 14 Acres comprised of flat table lands and ravine lands; • Middle Block -Approximately 14 Acres comprised of ravine lands and a residence (the primary block); • South. Block -Approximately 12 Acres of ravine lands located on the south side of the creek witl no practical access; and, • East Block-Approximately 22 Acres of ravine !ands running to the east property line. We are interested in acquiring the property in order to redevelop an event facility for: • Weddings • Corporate events • Christmas Parties • Showers • Social gatherings We believe that the natural amenities of the property, including the secluded nature ohhe main residence, will lend itself well to our proposed use. With an increased focus on safe places, the location will support a secluded retreat like atmosphere away from the hustle and bustle of larger urban centres. The proposed event/retreat centre will be operated in conjunction with the Seven Gables Bed & Breakfast venue and allow for the accommodation of larger parties. Our proposal is to seek approval to convert the house to a 3 to S room Bed & Breakfast facility along with other low impact housing (yurts and/or small cabins) throughout the property and also to enable the construction of a rustic event barn and parking on the land to the north of the house. Our proposed event/retreat centre would offer a unique facility for the Town. We strongly believe that this will enhance the Town of Tillsonburg and attract more visitors and spending to our community, which will be welcome, especially as we strive to recover from the impacts of the pandemic. We are offering $850,000.00 towards the purchase of all the parcels outlined above. In addition to this, we will pay for all costs related to this proposed development and will also consider constructing the trail extension through the adjacent property at our cost (to our specifications) along with the construction of the trail through this property In partnership with the Town. We have no issue with providing easements for drainage and related uses as required. • Buyer's name; Edwin and Maureen Mclaughlin • Any conditions you anticipate being required; We anticipate needing proper zoning In order to achieve our vision for this property Buyer's lnitial4 · fl~
~ ' • Proposed purchase and/or development schedule; our plan is to close as soon as possible to get started on this. • Any employment that may be related to a proposed use; Once our project is completed, there would be employment opportunities for the hospitality and seivice industry. • Any other relevant information. Our proposal would require support from the Town of Tillsonburg and we would be looking for that commitment as part of the negotiation process. In closing, we would like to thank the Town of Tillson burg for their consideration of our proposal. We believe that we are best suited to redevelop this property. Working together, we can create a signature facility, within Southwestern Ontario, while supporting the growth and diversification of our economy. We look forward to working with the Town of Tillsonburg to realize this opportunity. Please do not hesitate to contact us should you have any questions with respect to our proposal. Sincerely, Edwin and Maureen Mclaughlin ,. ~~~ Buyer's lnitia~ Afi1 ,, ~ Selle~