2021-044 Schedule AP a _g e I
AGREEMENT OF PURCHASE AND SALE (the "Agreement" or "APS")
BETWEEN
THE CORPORATION OF THE TOWN OF TILLSONBURG
(the "Vendor")
-and-
2670309 ONTARIO INC
(the "Purchaser")
WHEREAS the Vendor is the owner , in fee simple , of the lands and premises described in Schedule
"A" (th e "Prope rty ");
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 purch ase the Property and the Vendor agrees to sell the Property
according to the term s of this Agreement.
2. In consid era tion of the ag reeme nt referred t o in the preceding paragraph, the Purchaser shall
pay to the Vendor a Purchase Price ca lculated at FIFTY THOUSAND Doll ars ($ 50,000.00)
per acre. The esti mated area of th e Prop erty is 2 acres and the estimated total Purchase
Price is ONE HUNDRED THOUSAND Dollars($ 100,000.00), The final total Purchase Price
sha ll be determined by the actual lot area of th e Property con firm ed by on Ontario Land
Surveyo r. The final total Purchase Price shall be adjusted based on the determined actual lot
area .
3. The Purchase Price sha ll be paid as follows :
(a) Twenty Five Thousand Dollars ($25,000.00) deposit is payable by th e Purcha se r by
ce rtifi ed cheque upon Acceptance of this Agreement, to be held on an interest free
basis by th e So li ci tor for the Vendor as a deposit pending comp letion of thi s
transaction on account of the Purchase Price on co mpleti on, or if thi s Agreement is
not comp leted through no fault of the Purchaser, th e deposit shall be return ed to the
Purchaser ; and
(b) the balance of the Purch ase Pr ice, s ubj ect to adju stme nts, shall be paid to the
Vendor on the Comp letion Date, by ce rtifi ed cheque or ba nk draft.
SECTION II -PURCHASE OF PROPERTY
4. Irrevocable Date
(a) Thi s APS sh all be irrevocable and open for acceptance by the Vendor until 6:00 p.m .
on the 16th day of April , 2021 ("Acceptance"), and when accepted sh all constitute a
binding con tr ac t of pu rc hase and sa le, oth erwise th e APS shall be null and vo id and
all deposit mon ies pa id sha ll be returned to the Purchaser without deduction.
(b) Acceptance sha ll mean the date upon which th e Mayor and C lerk of the T wn of
T illso nburg, or suc h other perso ns as the Vendor may au thorize from tim e tim e ,
sign and execute this APS subsequent to th e requirement that the Cou II of The
Corporation of the Town of Tillsonburg has passed a resolution or by -la
v1
Buy er's In iti a l s~
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.
7. Completion Date
(a) The closing of this transaction shall take place following the registration of the
Plan of Subdivision for the Van Norman Innovation Park and by November 1,
2021, 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 by May 31, 2021 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 mu st satisfy itself by June 30, 2021 regarding the condition of the Property
including, but not limited to, all existing physical conditions of this Property,
environmental conditions, fitness for any purpose, suitability for construction, soil
bearing capacity for any building proposed, and the availability of municipal services
and utilities necessary for the Purchaser's proposed use of the 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 re spect to matters se t out in the
preceding sentence . If the Purchaser is for any reason whatsoever dissatisfied with
the Property , it shall deliver written noti ce 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 respe ct 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 fail s to deliver written notice to the
Vendor within the time specified herein regarding thi s condition, this condition shall be
deemed to have been waived by the Purcha se r.
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10. Other Conditions
(a) This APS and completion of this transaction is subject to the conditions 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, 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.
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 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 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 co mpliance with a ll relevant building codes, by-l aws, land
use con trols, any other statutory requirements and payment of the fees provided for
in the Town of Tillsonburg's current fees by -law.
15. Deve lopment 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
co venants 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 purpo se of resale of vacant land .
SECTION IV • PRIOR TO COMPLETION DATE
17. Purchaser May In spect the Property
(a) The Purchaser, its agents and contractors shall be permitted to inspect the Property
and any buildings as frequ en tly as is reasonably ne cessary between the date of
A cceptance and the Completion Date at reasonable times and upon rea sonable
notice to the Vendor.
18 . Insura nce
(a) Pending clos ing , th e Vendor s hall hold all in suran ce policies and the proceeds thereof
in tru st for the parties as their interest may appear and in the event of damag to the
Prope rty . The Purchaser may elect to either receive the proceeds of the i urance
and complete the purchase or to cancel the APS and have all the deP. 1t monies
Buyer's Initi a l s~
paid to the Vendor returned together with all interest earned thereon without
deduction.
SECTION V -COMPLETING THE TRANSACTION
19. DeedfTransfer
(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 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 until September 30, 2021 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 gi n by
the Vendor again st its personal Property.
25. Adjustments
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(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. Deliveries by the Vendor To The Purchaser on Closing
(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 dire ct, unless the Purchase r
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
spec ifying 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 transa ction and penalty and interest relating t o
HST ; and
(5) a notarial true copy of its HST registration confirmation.
Buyer's Initia l s~
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
(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
ATIENTION: Steven Ross
45 Erb Street West
Waterloo , ON N2J 4B5
Fax: (519) 886-8651
with a copy delivered to:
The Corporation of the Town of Tillsonburg
ATIENTION: Development Commissioner
204-200 Broadway
Tillsonburg, ON N4G 5A7
Fax: 519-842-9431
Solicitors for the Purchaser:
FK Law Chambers
ATIENTION: Letitia Lee
Unit 8A, 9033 Leslie Street,
Richmond Hill, ON,
L4B 4K3
T : 905-390-3047
Fax: 905-390-3049
If mailed, such notices must also be given by facsimile transmission o n the date it
was so mailed . If so given, such notices sha ll 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 restriction s 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 contemp lated by this APS on the Completion Date with such assign e or
nominee. The Purchaser is released from a ll liability hereunder , if it assi s its
interest in this APS . This Agreement shall be binding upon the parties he to and
their respective successors and assigns .
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34 . Schedules
(a) The following Schedules shall form an integral part of this Agreement:
(i) Schedule "A" Description of the Property;
(ii) Schedule "B" Conditions;
(iii) Schedule C " Easement; and ,
(iv) Schedule "D" Development Covenants .
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.
Buyer's Initial s~
IN WITNESS WHEREOF the Purchaser has executed this Agreement:
Dated at ¥..\~~ w~ , Ontario this 0) day of j\iK~ l '2021 .
••
Per: 2670309 ONTARIO INC
Name: Zhenmei Wu
Title: President
Name:
Title :
INVe have authority to bind the Corporation.
The Vendor hereby accepts this Agreement according to its terms.
Dated at Tillsonburg , Ontario this /(J_;f<'-day of Ap~
IN WITNESS WHEREOF the Vendor has executed this Agreement:
'2021.
We have authority to bind The Corporation
of the Town of Tillsonburg .
Buyer's Initia l s~ Sell er's Initials
SCHEDULE "A" -LEGAL DESCRIPTION OF THE PROPERTY
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 part of Lot 2, Concession 5,
North of Talbot Road, and to be described by a new reference plan :
Buyer 's Initia l s~
SCHEDULE "B" -PURCHASER CONDITIONS
1. The transaction of purchase and sale contemplated herein shall be subject to the fulfillment
of the following terms and conditions on or before September 30, 2021, which terms and
conditions are for the exclusive benefit of the Purchaser and may be waived in whole or in
part by the Purchaser. If the conditions are not fulfilled , waived or extended, in writing, then
the deposit shall be returned and Agreement arising from the offer shall be at an end and all
parties released from their obligations :
(a) The Purchaser obtaining site plan approval and entering into a site plan agreement
pursuant to Section 41(7) of the Planning Act with the Town of Tillsonburg;
(b) For the purposes of completing the site plan approval process, the Purchaser shall
have the right at any time, prior to closing , to enter on the lands to conduct further
investigations or assessments necessary ;
(c) The Vendor shall warrant that municipal water and sewer, electrical and gas lines are
accessible to the land and premises. The Vendor shall covenant to extend water,
sewer, electrical and gas services in close proximity to the lands;
(d) The Vendor shall, at its own expense, prepare and provide to the Purchaser for their
review, draft and final reference plans illustrating the proposed dimensions of the
lands , with two one-acre parcels being provided. Each one-acre parcel shall have its
own municipal address.
Buyer's Initi a l s~
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 land s 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
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 . Tile Town, by the acceptance and registration of the within easement, agrees to be bound by
th e terms and provision s contained herein.
5. The burden and benefit of thi s ea sement s hall run with the lands herein described and shall
extend to and be binding upon and enure to the benefit of the parties hereto and th eir res pe ct ive
heirs, exe cutors, administrators, successors and ass ign s.
6. This is an eas ement in gros s.
Buy er's Initi al s~
1. Title Control
SCHEDULE "D"
DEVELOPMENT COVENANTS
(a) The owner or owners of the property (the "Owner") upon which these development
covenants attach (the "Property") covenants and agrees that it may not use the
Property for its intended use and may not retain ownership of the Property unless the
Owner has constructed a building for such use including obtaining a building permit
for a permanent building with a minimum building coverage of thirty percent (30%) of
the total area of the Property . The Owner further covenants and agrees to commence
construction of a permanent building on the Property which complies with the
permitted uses of the Property's zoning 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 construction of the said building in conformity with
an approved site plan within two (2) years from the Completion Date of this
transaction.
(b) In the event that the Owner has not obtained a building permit in accordance with the
provisions of subclause 1.a) above , the Owner may request from The Corporation of
the Town of Tillsonburg (the "Town of Tillsonburg"), in writing, an extension of the
time specified in subclause 1.a) above up to a maximum extension period of six (6)
months, (such extension, the "Extended Time") upon payment by the Owner to the
Town of Tillsonburg of a performance deposit equal to ten (10%) percent of the
purchase price of the Property (the "Performance Deposit"). The Performance
Deposit shall be refunded to the Owner, without interest, upon the Owner's
compliance with and completion of the provisions of subclause 1.a) above within the
Extended Time. In the event that the Owner fails to complete construction within the
Extended Time , then the Town of Tillsonburg shall, in addition to its other rights and
remedies as set out herein or otherwise, be entitled to retain the Performance Deposit
as liquidated damages and not as a penalty , in partial or full satisfaction of the Town
of Tillsonburg's damages .
(c) If the Owner does not comply with the provisions of subclause 1.a) above within th e
periods there in specifically set out or within the Extended Time, the Owner, will , at the
option of the Town of Tillsonburg by noti ce 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 90% of the
purchase price paid by the Owner to the Town of Till sonb urg 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 s hall be allowed to deduct from the Discounted Consideration all
of its reasonab le costs, realty commission and legal fees incurred with respect to the
original co nveyance of the Property by the Town of Tillsonburg to the Owner, as well
as the costs of the Town of Till so nburg in re-acquiring the Property, including without
limitation , realty comm ission, registration costs, land transfer t ax, legal fees and such
other cos ts as reasonably incurred by the Town of Tillsonburg . The Town of
Tillsonburg sha ll not be required to pay for any improvements that may have been
made , constructed, installed or performed by the Owner on the Property.
(d) Subject to sub clau se 1.c) above, the Owner cove nants that it will not se ll th e Property
or any part thereof to any person , firm or corporation without first offering, in writing,
to se ll the Property to the Town of Till so nburg for consideration equal to or less than
the consideration paid by the Owner to the Town of Tillsonburg in the original
conveyance of the Property less the cost s of the Town of Tillsonburg incurred in re-
acquiring the Property, including with out limitati on, real estate commission , land
tran sf er t ax, registration costs, legal fees and such other costs as reasonably incurred
by the T ow n of Tillsonburg , provided however that the Owner may se ll or transfer the
Property to a subsidiary or affiliate corporation as defined in the Bu siness
Corporations Act, R.S.O. 1990, c.B.16 as amended, provided such subsidiary
assumes and confi rm s its acceptan ce of the within cove nants and restri ct ions and
expressly undertakes in writing to comply with them in such form as the Town of
Tillsonburg may require . The Town of Tillsonburg s hall have ninety (90) days from
the receipt of an offer made by the Owner under thi s s ubclause, to accept such offer
which accepta nce s hall be in writing . If the Town of Tillsonburg does not accep t an
offer to sell made by the Owner under the provisions of this subclause, the Town of
Tillsonburg 's right t o repur chase the Property so offered s hall terminate. However, the
remaining provis ion s of this clau se 1 as well as other provisions herein s hall co ntin
in full force and effect. The limit at ion conta ined in this subclause , will exp ire upon
Buy er's Initia l s~
Owner fulfilling all of the building requirements as set out in subclause 1.a) and 1.b)
above.
2. Town of Tillsonburg Option on Vacant Portion of Land
(a) The Town of Tillsonburg shall have the option to repurchase such vacant portion of
the Property not used by the Owner for the construction building(s) thereon provided
such land is not reasonably ancillary to the Owner's use and occupation of the said
building.
(b) This option shall only be exercisable if the Owner has not constructed permanent
buildings with a minimum building coverage of thirty percent (30%) of the total area of
the Property.
(c) The option shall be exercisable by the Town of Tillsonburg for consideration equal to
the per square foot consideration paid by the Owner to the Town of Tillsonburg in the
original conveyance of the Property . Any costs incurred by the Town of Tillsonburg in
re-acquiring the subject portion of the Property, including without limitation, real
estate commission, land transfer tax , registration costs, legal fees and such other
costs shall be at the cost of the Town of Tillsonburg .
(d) This option expires ten (10) years from the Completion Date.
3. Development Standards
(a) The Owner shall not construct and maintain a building unless the exterior of the wall
or walls of any building or structure facing any municipal street is constructed of a
minimum sixty (60) percent brick, precast stone, glass, pre-cast concrete or
alternative non-steel materials including, but not limited to, stainless steel; decorative
glazed terra cotta; ceramic veneer; precast concrete panel; aluminum; bronze; steel
with protective glazed enamel ; or , porcelain finish and subject to approval by the
Town of Tillsonburg, in their sole and absolute discretion, acting reasonably, through
the Town's Site Plan Approval process.
(b) The Owner shall not use the Property unless any portion of any area of the Property
to be used for open storage shall not be left so that any area is unenclosed , and any
such areas shall be enclosed and designed so th at the storage area is not visible
from any municipal street. No storage shall be permitted within any set back area as
set out in the Town of Tillsonburg Zoning By-Law, nor in front of any building or
structure fa c ing any municipal roadway.
(c) 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 ad vance by the Town of Tillsonburg as part of such site plan control
approval process.
4. Assignment of Covenants
(a) The Owner acknowledges and agrees that the covenants and restrictions herein shall
run with th e 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, fi xe d, 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 sa le 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 Sa le.
5. Force Majeure
(a) If the Owner shall be unable to fulfill , or shall be delayed or restricted in fulfilling any
of th e obligations set out herein due t o any act or neglect of the Town of Tillsonburg
or any of its employees, or due to strikes, walkouts, lockouts, fire, unusual delay y
common carriers, or by any other ca use beyond the Owner's reasonable control, en
the time for fulfilling any such obligations shall be extended for such reasonab time
as may be required by the Owner to fulfill such obligation .
Buyer's Initials+ Seller's Initi als
6. 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 .
Buy er's Initi a l s~