2025-048 Schedule ADocusign Envelope ID:D96CDFEC-78F1-4382-9F2C-8942E40F2363
P a g e I i
AGREEMENT OF PURCHASE AND SALE (the “Agreement”or “APS”)
BETWEEN
THE CORPORATION OF THE TOWN OF TILLSONBURG
(the “Vendor”)
-and-
WISE LINE TOOLS INC.
(the “Purchaser”)
WHEREAS,the Vendor is the owner,in fee simpie,of the iands and premises described in Scheduie
“A”(the “Property”);
AND WHEREAS,the Purchaser wishes to purchase from the Vendor and the Vendor wishes to seli
to the Purchaser the Property on the terms and conditions set out in this Agreement:
NOW THEREFORE IN CONSIDERATION of the mutual covenants and premises in this Agreement,
the parties agree as follows;
SECTION I -GENERAL
The Purchaser agrees to purchase the Property and the Vendor agrees to sell the Property
according to the terms of this Agreement.
The Purchaser shall pay to the Vendor a purchase price of One Million One Hundred Thousand
Dollars ($1,100,000.00)(the “Purchase Price”).
The Purchase Price shall be paid as follows:
One Hundred Thousand Dollars ($100,000.00)deposit is payable by the Purchaser by
certified cheque or bank wire using the "Lynx High Value Payment System"within two
(2)business days of Acceptance (as defined below)of this Agreement,to be held on
an interest free basis by the Vendor’s solicitor 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 In full without interest or deduction;and
1.
2.
3.
(a)
the balance of the Purchase Price,subject to adjustments,shall be paid to the Vendor’s
solicitor on the Completion Date,by certified cheque drawn on a solicitor’s trust account
or bank wire using the "Lynx High Value Payment System".
(b)
SECTION II -PURCHASE OF PROPERTY
Irrevocable Date
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 way 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.
4.
(a)
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“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.
(b)
INTENTIONALLY DELETED(c)
Council Approval
This transaction is subject to compliance with Section 270 of the Municipal Act,2001,
S.0.2001,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.If Council
approval is not obtained on or before the Completion Date,then this Agreement shall
be null and void and any deposits paid by the Purchaser shall be returned to the
Purchaser without interest or deduction.
5.
(a)
Deed/Transfer6.
The Vendor agrees to deed or transfer the Property to the Purchaser subject to the
terms of this Agreement.
Completion Date
If a Plan (as hereinafter defined)is required to create a registrable description of the
Property and/or any easements to be reserved in favour of the Vendor,The County of
Oxford (the “County”), or a public utility company,then the closing of this transaction
shall take plan on the first (1®*)business day that is at ieast twenty-one (21)days
after the iater of the date the Vendor provides written notice to the Purchaser that
the Pian has been deposited with the Land Tities Office and the date which the
Purchaser waives the conditions set forth in Schedule “B”attached hereto,or
such other date as mutually agree upon (the “Completion Date”or “Closing”).If a Plan
is not required to create a registrable description of the Property and/or any easements
to be reserved in favour of the Vendor,the County,or a public utility company,then the
Completion date shall be the first (1®‘)business day that is at least twenty-one (21)
days after the date that the Vendor’s Council approves this Agreement by by
law.On the Completion Date,the Vendor shall provide possession of the Property in
“as is,where is”condition.
Documents,Reports and Information
The Vendor will produce and deliver to the Purchaser within five (5)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.
(a)
7.
(a)
8.
(a)
SECTION III -CONDITIONS,REPRESENTATIONS AND WARRANTIES
Provision of Company Information and Development Plans
The Purchaser shall provide the following information about its company and
development plans for the Property in the form of a Letter of Intent,on corporate
letterhead,for review by the Vendor within five (5)of Acceptance of this Agreement,
setting out the following information:
Purchasing company description and relationship to the operating company (if
different);
9.
(a)
(i)
Articles of Incorporation detailing shareholders:
Description of the products and services provided by the operating company:
(iv)Information on proposed development plan and timing;
(V)Initial building sizes and potential future expansions;and.
(Vi)Estimated initial and potential future employment.
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Should the Purchaser’s plans change in any substantial manner,the Purchaser shall provide
an update to the Vendor,in writing,thirty (30)days prior to the Completion Date,or,if after the
Completion Date,at least thirty (30)days prior to the one year anniversary of the Completion
Date.
10.Property Not for Resale
The Purchaser represents and warrants to the Vendor that it is purchasing the Property
for the construction of a building and not for the purpose of resale of or speculation in
vacant land.
(a)
Development Covenants and Restrictions11.
The Property shall be subject to the development covenants and restrictions more
particularly set out in Schedule “D”attached to this APS (the “Development
Covenants’’),which shall survive Closing and run with the Property.To ensure
compliance with Section 10 of this Agreement and the Development Covenants,on the
Completion Date the Purchaser shall register an Application to Annex Restrictive
Covenants pursuant to Section 118 of the Land Titles Act against title to the Property,
containing the statement that there shall be no Transfer/Deed or Charge/Mortgage of
all or any part of the Property registered in the Land Titles Office without the prior written
consent of the Development Commissioner of The Corporation of the Town of
Tillsonburg (the "Restriction”).The Restriction shall be registered immediately after the
Transfer/Deed of the Property in favour of the Purchaser pursuant to this Agreement.
Upon fulfillment of all of the Purchaser’s obligations under the Development Covenants,
the Vendor shall provide its written consent to the deletion of the Restriction from title
to the Property at the Purchaser’s expense forthwith upon written request from the
Purchaser providing details satisfactory to the Town,acting reasonably,of the basis on
which the Purchaser asserts it has fulfilled all of the Development Covenants.
(a)
12.Investigation by the Purchaser
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.
(a)
The Purchaser acknowledges and confirms that nothing in this APS shall be interpreted
or construed as the Vendor,its Council,or any other official of the Vendor granting
consent,permission,or licence for the Purchaser to make encroachments on lands that
are not included with the Property.The Purchaser undertakes to comply with all
building,zoning,and other municipal by-laws and regulations applicable to the
Property,including with respect to minimum setbacks of all improvements now or
hereafter situated on the Property from any adjoining lands not owned by the
Purchaser.
(b)
Future Use13.
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 la\Arful except as may be specifically stipulated elsewhere in
this Agreement.
(a)
14.Reasonable Assistance
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.
(a)
As Is”Condition15.
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The Purchaser acknowledges that it is acquiring the Property in an “as is”condition and
that it must satisfy itself the date which is sixty (60)days after the Acceptance
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 the Completion Date with respect
to the matters set out in this paragraph,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.
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 not been waived by the Purchaser and this Agreement shall be
terminated and the deposit shall be returned to the Purchaser without interest or
deduction.
(a)
If the
SECTION IV -PRIOR TO COMPLETION DATE
Purchaser May Inspect the Property
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.
16.
(a)
17.Insurance
Pending the closing of this transaction on the Completion Date,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,unless such damage is caused
by the Purchaser.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.
(a)
SECTION V -COMPLETING THE TRANSACTION
18.Examination of Title
Title to the Property shall be good and marketable and free from all encumbrances
except for:
(a)
any registered restrictions or covenants that run with the Property, providing
that such are complied with;
any registered municipal agreements and registered agreements with public
utility companies providing 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 public utility company;
any minor easements for the supply of domestic utility or telecommunication
services to the Property or any adjacent properties:and.
(i)
(ii)
(iii)
any service easements or rights-of-way to be reserved in favour of the Vendor,
the County,or a public utility company 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”.
(iv)
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The Purchaser is allowed until the date which is two (2)weeks prior to the
Completion Date 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.
(b)
19.Survey or Reference Plan
The Purchaser acknowledges that a plan of subdivision or reference plan by an Ontario
Land Surveyor may need to be deposited with the Land Titles Office (a “Plan”)to create
a registrable description of the Property and/or any easements to be reserved in favour
of the Vendor,the County,or a public utility company.
(a)
Vendor to Discharge all Encumbrances20.
The Vendor agrees to obtain and register at its own expense,on or before the
Completion Date,a discharge of all liens,encumbrances,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 any chattels or fixtures being conveyed to the Purchaser pursuant to
this Agreement.
(a)
21.Harmonized Sales Tax
If the sale of the Property is subject to Harmonized Sales Tax (HST)under the Excise
Tax Act,R.S.C.,1985,c.E-15 (the “Act”),then such tax shall be in addition to Purchase
Price.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:
(a)
a certificate on or before the Completion Date containing a representation and
warranty to the Vendor that;
(i)
it is registered for the purpose of the HST on the Completion Date and
specifying the HST registration number;
(1)
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;
(2)
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;and.
(3)
an indemnity,indemnifying and saving harmless the Vendor from any
HST payable on this transaction and penalty and interest relating to
HST.
(4)
If the Property is not subject to HST,the Vendor agrees to certify on or before the
Completion Date that the transaction is not subject to HST.
(b)
22.Adjustments
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.
(a)
Any rents,mortgage,interest,taxes,local improvements,water and assessment rates
shall be apportioned and allowed to the Completion Date,the day itself to beapportionedtothePurchaser.Aa \j/
(b)
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Deliveries by the Vendor to the Purchaser on Closing
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:
23.
(a)
a deed/transfer of the Property;
if applicable,a duplicate copy of the Plan deposited with the Land Titles Office;
a Statutory Declaration by an authorized officer of the Vendor confirming the
accurateness and truthfulness of its representations and warranties herein;
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;
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;
certified copies of all appropriate certificates,by-laws and other documents of
Vendor authorizing the transaction herein;and
such further documentation and assurances as the Purchaser may reasonably
require to complete the transaction contemplated by the APS.
Deliveries by the Purchaser to the Vendor on Closing
The Purchaser covenants and agrees to deliver to the Vendor on the Completion Date,
all such deliveries to be a condition of the Vendor’s obligation to close this transaction,
the following;
(i)
(ii)
(iii)
(iv)
(V)
(Vi)
(vii)
24.
(a)
the balance of the Purchase Price payable pursuant to this Agreement;
an undertaking by the Purchaser to readjust any errors in or omissions from the
statement of adjustments;
if applicable,the certificate regarding HST contemplated in Section 21 of this
Agreement;
the release and indemnity contemplated in Section 15 of this Agreement;
(i)
(ii)
(iii)
(iv)
a “bring down”certificate confirming the continuing truth and completeness of
the representations and warranties made by the Purchaser in this Agreement;
(V)
and
such other documents as may reasonably be required by the Vendor and are
customarily utilized for purchase and sale transactions involving similar property
in the vicinity of the Property.
(Vi)
25.Deed/Transfer Preparation and Registration
(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.
26.Electronic Registration
The parties agree that the transaction shall be completed by electronic registration
pursuant to Part III 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 LSO Committee
Registration of Title Documents.
(a)
Electiveon
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SECTION V!-MISCELLANEOUS
27.Entire Agreement
There is no representation,warranty,collaterai agreement or condition affecting this
Agreement of the Property other than expressed herein.
(a)
Acceptance by Fax or Email28.
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.
(a)
29.Counterparts
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,
(a)
30.Tender
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.
(a)
31.Time of Essence
Time shall be of the essence of this Agreement.(a)
32.Planning Act
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.
(a)
33.Notices
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:
(a)
Solicitors for the Vendor:
Duncan,Linton LLP
ATTENTION:Adrian Rosu
45 Erb Street East
Waterloo,ON N2J 1L7
Email:adrian@kwlaw.net
Fax:(519)886-8651
with a copy delivered to:
The Corporation of the Town of Tillsonburg
ATTENTION:Development Commissioner
10 Lisgar Avenue
Tillsonburg,ON N4G 5A5
Fax:519-842-9431
Solicitors for the Purchaser:
Doyle Prendergast LLP
ATTENTION:Danny J.McMullen
10 Sydenham St.E.
Aylmer,ON N5H 1L2
Email:dmcmullen@doyleprendergast.com
Phone:519-773-3105
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If mailed,such notices must also be given by electronic mail 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.
34.Schedules
The following Schedules shall form an integral part of this Agreement:(a)
Schedule “A”Description of the Property:(i)
Schedule “B”Purchaser Conditions:(ii)
Schedule “C”Terms of Easement: and(iii)
Schedule “D”Development Covenants.(iv)
35.Successors and Assigns
(a)The Purchaser shall not assign its rights,title,or interest in and to this APS,
Notwithstanding the foregoing,and subject to Section 10 of this APS,the Purchaser
may assign its rights,title,or interest in and to this APS to a related person (as that
term is defined in Section 251(2)of the Income Tax Act,R.S.C.,1985,c.1)upon the
Vendor’s written consent,which consent may be granted or withheld at the Vendor’s
sole option.Subject to the foregoing restrictions,the Vendor agrees to engross the
Transfer/Deed of Land as directed by the Purchaser on Closing 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 shall not be
released from all liability hereunder if it assigns its interest in this APS until the
successful closing of the transaction on the Completion Date,at which time the
Purchaser shall be released from all liability hereunder.This Agreement shall be
binding upon the parties hereto and their respective successors and assigns.
36.Severability
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.
(a)
>Initial
M:1 Seller’s InitialBuyer’s Initials.
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IN WITNESS WHEREOF the Purchaser has executed this Agreement:
Dated at the Town of Alymer,Ontario this 23'''^day of April,2025.
Wise Line Tools Inc.
Per:r Signed by;
Name:DwfgFiTS!everi
Title:A.S.O.
Name:
Title:
lAA/e have authority to bind the Corporation.
The Vendor hereby accepts this Agreement according to its terms.
day of 2025,Dated atTillsonburg,Ontario this
IN WITNESS WHEREOF the Vendor has executed this Agreement:
The Corporation of the Town of
Tillsonburg
Deb Gilvesy
Mayor
Clerk
We have authority to bind The Corporation
of the Town of Tillsonburg.
Initial
Seller’s InitialsBuyer’s Initials^
16 June
Amelia Jaggard
Deb Gilvesy (Jun 18, 2025 15:59 EDT)
Deb Gilvesy
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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
.The estimated area of the Property is
acres,more or less.
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SCHEDULE “B”-PURCHASER CONDITIONS
The transaction of purchase and sale contemplated herein shall be subject to the fulfillment of
the following terms and conditions on or before the date which is sixty (60)days after the
Acceptance,which terms and conditions are for the exclusive benefit of the Purchaser and
may be waived in whole or in part by the Purchaser in their sole and absolute discretion.If the
conditions are not fulfilled or waived then the deposit shall be returned and Agreement arising
from the offer shall be at an end and all parties released from their obligations:
1.
(a)The conditions noted in Section 15(a);
The Purchaser being satisfied,in their sole and absolute discretion,as to the
Purchaser’s eligibility for potential property tax rebates under the Town’s Community
Improvement Plan subject to the Purchaser submitted a completed application and
being granted subsequent approval thereof by the Town Council;and
(b)
The Purchaser arranging,at the Purchaser’s expense,confirmation of adequate
financing for the Property.
(c)
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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 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.
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.
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.
The Town,by the acceptance and registration of the within easement,agrees to be bound by
the terms and provisions contained herein.
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.
2.
3.
4.
5.
6.This is an easement in gross.
Initial
m'Buyer’s Initials Seller’s Initials
Docusign Envelope ID:D96CDFEC-78F1-4382-9F2C-8942E40F2363
SCHEDULE“D”
DEVELOPMENT COVENANTS
1.Title Control
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 twenty percent (20%)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.
In the event that the Owner has not obtained a building permit in accordance with the
provisions of subciause 1.a)above,the Owner may request from The Corporation of
the Town of Tiilsonburg (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 l.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.
If the Owner does not comply with the provisions of subclause l.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 90%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.
(a)
(b)
(c)
Subject to subclause l.c)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 or less than the
consideration paid by the Owner to the Town of Tillsonburg in the original conveyance
of the Property less the costs of the Town of Tillsonburg incurred in re-acquiring the
Property,including without limitation,real estate commission,land transfer tax,
registration costs,legal fees and such other costs as reasonably incurred by the Town
of Tillsonburg,provided however that the Owner may sell or transfer the Property to a
subsidiary or affiliate corporation as defined in the Business Corporations Act,R.S.O.
1990,C.B.16 as amended,provided such subsidiary 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 Tiilsonburg 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 l.a)and 1.b)above.
(d)
Town of Tillsonburg Option on Vacant Portion of Land
Buyer’s initials CZ,
2.
IniUal Seller’s Initials
Docusign Envelope ID:D96CDFEC-78F1-4382-9F2C-8942E40F2363
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.
(a)
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.
(b)
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.
(c)
This option expires ten (10)years from the Completion Date.(d)
Development Standards3.
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 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.
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 that 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 facing
any municipal roadway.
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.
(a)
(b)
(c)
Assignment of Covenants
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,
(a)
Force Majeure5.
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,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.
(a)
Right to Waive6.
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.
(a)
Initial
Initials ^S Seller’s InitialsBuyer’s
2025-048 Schedule A
Final Audit Report 2025-06-18
Created:2025-06-18
By:Amelia Jaggard (ajaggard@tillsonburg.ca)
Status:Signed
Transaction ID:CBJCHBCAABAA0oXN6slJSkK6QFkIaoPISOPPLtSELofK
"2025-048 Schedule A" History
Document created by Amelia Jaggard (ajaggard@tillsonburg.ca)
2025-06-18 - 7:36:44 PM GMT
Document emailed to Deb Gilvesy (dgilvesy@tillsonburg.ca) for signature
2025-06-18 - 7:36:50 PM GMT
Document emailed to Amelia Jaggard (ajaggard@tillsonburg.ca) for signature
2025-06-18 - 7:36:51 PM GMT
Email viewed by Amelia Jaggard (ajaggard@tillsonburg.ca)
2025-06-18 - 7:37:58 PM GMT
Document e-signed by Amelia Jaggard (ajaggard@tillsonburg.ca)
Signature Date: 2025-06-18 - 7:39:05 PM GMT - Time Source: server
Email viewed by Deb Gilvesy (dgilvesy@tillsonburg.ca)
2025-06-18 - 7:55:33 PM GMT
Document e-signed by Deb Gilvesy (dgilvesy@tillsonburg.ca)
Signature Date: 2025-06-18 - 7:59:34 PM GMT - Time Source: server
Agreement completed.
2025-06-18 - 7:59:34 PM GMT