3175 To authorize the Purchase of Certain Land owned by Trillium Rail Co. Ltd.THE CORORATION OF THE TOWN OF TILLSONBURG
BY-LAW NUMBER 3175'
A BY-LAW to authorize the Purchase of Certain Land owned by Trillium Rail Co. Ltd.
WHEREAS the lands subject to this by-law have been offered for sale to the Town of
Tillsonburg by Trillium Railway Co Ltd.
AND WHEREAS the Corporation of the Town of Tillsonburg is desirous of purchasing
certain lands as described in this By -Law.
BE IT THEREFORE ENACTED by the Council of the Corporation of the Town of
Tillsonburg as follows:
1. THAT the Council of the Town of Tillsonburg does authorize the purchase of certain
lands as described in the Agreement of Purchase and Sale attached hereto as
Appendix "A" to this By -Law in accordance with the Terms and Conditions
contained therein.
2. THAT the Council of the Town of Tillsonburg does hereby authorize the purchase of
certain lands as described in the Agreement of Purchase and Sale attached hereto as
Appendix "B" to this By -Law in accordance with the Terms and Conditions
contained therein.
3. The Mayor and Clerk or the Chief Administrative Officer are hereby authorized to
execute on behalf of the Corporation of the Town of Tillsonburg such documents to
give effect to this conveyance including the Offers of Purchase and Sale attached as
Appendix "A" and "B" herein.
4. Appendix "A" and "B" are hereby declared to be part of this By-law as if written
herein.
5. THAT this By -Law shall come into full force and effect upon the date of enactment.
READ A FIRST SECOND ANE THIRD TIME, PASSED, SIGNED, SEALED AND
NUMBERED THIS 8th DAY OF AUGUST 2005.
Mayor
Clerk
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AGREEMENT OF PURCHASE AND SALE
(FOR USE IN THE PROVINCE OF ONTARIO)
PURCHASE, THE CORPORATION OF THE TOWN OF TILLSONBURG................................ agrees to purchase from
(Full legal names of all Purchasers)
VENDOR, TRILLIUM RAILWAY CO. LTD., operating as ST.THOMAS AND EASTERN RAILWAY ........... the following
REAL PROPERTY: (Full legal names of all Vendors)
Address: in the Geographic Township of Middleton (now in the Town of Tillsonburg, County of Oxford) ...........
having a frontage of Irregular ............... more or less by a depth of Irregular ...................... more or less and legally described as
Part of Lots 1 and 2, Conc. 6, N.T.R., Geographic Township of Middleton,(now in the Town of Tillsonburg) and Part
of the original Road Allowance between Concessions 5 & 69 N.T.R., Geographic Township of Middleton (now in the
Town of Tillsonburg) and Part of Lot 2,Conc. 5,N.T.R., Geographic Township of Middleton (now in the Town of
Tillsonburg) all being part of PIN #00035-0117 (consisting of 9.9 acres more or less as outlined inked on Schedule
"A" attached hereto)..................................................................................................... .
................................................................................................................. (the"property").
(Legal description of land including easements)
PURCHASE PRICE: ONE HUNDRED & NINETY-EIGHT THOUSAND ........................ 9 ..... Dollars (CDN$ 198,000.00)
DEPOSIT:
Purchaser submits Upon Acceptance .................. TEN THOUSAND ............................ Dollars (CDN$ 10,000.00)
(Herewith/Upon acceptance)
cash or negotiable cheque payable to ........ the Vendor's Solicitor, I n Trust ....................... to be held in trust pending completion or
other termination of this Agreement and to be credited toward the Purchase Price on completion. Purchaser agrees to pay the balance as follows:
a) The Purchasers agree to pay the balance of the purchase price, subject to adjustments, in cash or by
certified cheque, to the Vendors on the completion of this transaction.
b) The Vendors agree, on or before closing, to discharge any liens, mortgages or encumbrances at their own
expense.
C) Forthwith after acceptance of this Agreement by both Parties, the Purchaser shall arrange, at no cost to the
Vendor, for:
(i) a Reference Plan, as required, describing the lands that are the subject of this transaction;
(ii) the production of a Certificate by a qualified Ontario Land Surveyor which will certify the acreage of the
real property to two decimal places.
d) The Purchase Price herein is based upon a price of $20,000.00 per acre and the Purchase Price shall be
adjusted in accordance with the Certificate of the Ontario Land Surveyor to be produced in accordance with
paragraph (c)(ii) above.
e) The Vendor shall be allowed up to (60) days following the date of closing in order to remove all Railroad
ties and rails from the subject property. The Vendor does hereby undertake and agree to save harmless and
indemnify the Purchaser against any and all suits, demands, actions, causes of action, costs and liability of any
kind relating to the Vendor's removal of the ties and rails from the subject property following closing.
f) The Vendor hereby warrants that the lands that are the subject of this transaction do not constitute a
"railway line" as defined in the Canada Transportation Act.
SCHEDULE(S) A and "B"attached hereto form(s) part of this Agreement.
1. CHATTELS INCLUDED: N/A............................................................................................... .
2. FIXTURES EXCLUDED:...... N/A........................................................................... .
3. RENTAL ITEMS: The following equipment is rented and not included in the Purchase Price. The Purchaser agrees to assume the rental contract(s), if assumable:
N/A ............................
.........................................................................................
4. IRREVOCABILITY: This Offer shall be irrevocable by Purchaser...... until 6:00 .... p.m. on the 5th day of ........ , August, 2005.
after which time, if not accepted, this Offer shall be null and void and the deposit shall be returned to the Purchaser in full without interest.
5. COMPLETION DATE: This Agreement shall be completed by no later than 6:00 p.m. on the .... 26th day of .................. August, 2005.
Upon completion, vacant possession of the property shall be given to the Purchaser unless otherwise provided for in this Agreement.
6. NOTICES: Vendor hereby appoints the Listing Broker as Agent for the purpose of giving and receiving notices pursuant to this Agreement. If the Co-operating Broker
represents the interests of the Purchaser in this transaction, the Purchaser hereby appoints the Co-operating Broker as Agent for the purpose of giving and receiving notices
pursuant to this Agreement. Any notice relating hereto or provided for herein shall be in writing. This offer, any counter offer, notice of acceptance thereof, or any notice
shall be deemed given and received, when hand delivered to the address for service provided herein or, where a facsimile number is provided herein, when transmitted
electronically to that facsimile number.
FAX NO. (For delivery of notices to Vendor) FAX NO. 1-519-842-5001 .......... (For Delivery of notices to Purchaser)
7. GST:
If this transaction is subject to Goods and Services Tax (G.S.T.), then such tax shall be in addition to ..................... the Purchase Price.
If this transaction is not subject to G.S.T., Vendor agrees to provide on or before closing, a certificate that the transaction is not subject to G.S.T.
8. TITLE SEARCH: Purchaser shall be allowed Until Closing .. (Requisition Date) to
examine the title to the property at his own expense and until the earlier of: (i) thirty days from the later of the Requisition Date or the date on which the conditions in this
Agreement are fulfilled or otherwise waived or; (ii) five days prior to completion, to satisfy himself that there are no outstanding work orders or deficiency notices affecting
the property, that its present use (Vacant Land - M2 - Railway Siding........................................................ )
may be lawfully continued and that the principal building may be insured against risk of fire. Vendor hereby consents to the municipality or other governmental agencies
releasing to Purchaser details of all outstanding work orders affecting the property, and.Vendor agrees to execute and deliver such further authorizations in this regard
as Purchaser may reasonably require.
9. FUTURE USE: Vendor and Purchaser agree that there is no representation or warranty of any kind that the future intended use of the property by Purchaser is or will
be lawful except as may be specifically provided for in this Agreement.
10. TITLE: Provided that the title to the property is good and free from all registered restrictions, charges, liens and encumbrances, except as otherwise specifically provided
in this Agreement and save and except for: (a) any registered restrictions or covenants that run with the land, provided that such are complied with; (b) any registered
municipal agreements and registered agreements with publicly regulated utilities 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 regulated utility; (c) any minor easements for the supply of domestic utility or telephone services
to the property or, adjacent properties; and (d) any easements for drainage, storm or sanitary sewers, public utility lines, telephone lines, cable television lines or other
services which do not materially affect the present use of the property. If within the specified times referred to in paragraph 8 any valid objections to title or to any
outstanding work order or deficiency notice, or to the fact the said present use may not lawfully be continued, or that the principal building may not be insured against risk
of fire is made in writing to Vendor and which Vendor is unable or unwilling to remove, remedy or satisfy and which Purchaser will not waive, this Agreement notwithstanding
any intermediate acts or negotiations in respect of such objections, shall be at an end and all monies paid shall be returned without interest or deduction and Vendor, Listing
Broker and Co-operating Broker shall not be liable for any costs or damages. Save- as to any valid objections' so made by such day and except for any objection going
to the root of the title, Purchaser shall be conclusively deemed to have accepted Vendor's title to the property.
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SCHEDULE "B"
The Vendor warrants and represents onto the Purchaser:
(i) That no hazardous waste or substance has been stored, treated or disposed of and that
there are no underground storage tanks on the property; and that
The Vendor has no notice and is not aware of any actual,endin or threatened action
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or proceedings relating to the condition of the property or to the violation, actual or
alleged, of any environmental health or safety statutes, regulations or other lawful
requirements.
These warranties and representations shall not merge in, but shall survive completion.
(FOR USE IN THE PROVINCE OF ONTARIO)
PURCHASOL THE CORPORATION OF THE TOWN OF TILLSONBURG .................. , ............. , agrees 8 to purchase from
(Full legal names of all Purchasers)
VENDOR, TRILLIUM RAILWAY CO. LTD. operating as ST.THOMAS AND EASTERN RAILWAY ............ the
following
(Full legal names of all Vendors)
REAL PROPERTY: legally described as --
Part of Lot 8, Concession 12,Township of Dereham (now Town of Tillsonbur Count of Oxford Identified
#00025-0175 and Part of Lot 9 Concessiong) y dentified by PIN
12, Township of Dereham (now Township of South-West Oxford) County
of Oxford, Identified by PIN #00025-0113 (consisting of approximate) 2.2 acres more or less "
Schedule "A" attached hereto y as outlined in Red on
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
............................................... (the "property").
(Legal description of land including easements)
PURCHASE PRICE: ELEVEN THOUSAND .....
DEPOSIT ....................................................... Dollars (CDN$ 11,000:00)
Purchaser submits Upon Acceptance . . ... TEN THOUSAND ...........:................ Dollars CDN n
( � 10 ,oOorRJ�V)
(Herewith/Upon acceptance)
cash or to able cheque negotiable a
g q payable ........ Vendor's Solicitor, I n Trust.. to be held in trust pending completion or
other termination of this Agreement and to be credited toward the Purchase Price on completion. Purchaser agrees to pay the • balance as follows:
a) The Purchasers agree to pay the balance of the purchase rice subject t '
p � o adjustments, in cash or by
certified cheque, to the Vendors on the completion of this transaction.
b) The Vendors agree, on or before closing, to dischar a an liens mortgages
expense.
9 Y gages or encumbrances at their own
C) Forthwith after acceptance of this Agreement by both Parties the Purchaser
Vendor, for: er shall arrange, at no cost to the
(i) a Reference Plan, as required, describing the lands that are the sub'e r
� ct of this transaction,
(ii) the production of a Certificate by a qualified Ontario Land Surveyor which will certify the acreage of the
real property to two decimal places.
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d) The Purchase Price herein is based upon a price of $5,000.0o per acre
' ' � P and the purchase price shall be
adjusted in accordance with the Certificate of the Ontario Land Surveyor to be produced in accordance with
paragraph (c)(ii) above.
e) The Vendor shall be allowed up to (60) days followingthe date of c '
ties and rails from the subject - losing In order to remove all Railroad
j property. The Vendor does hereby undertake and agree to save harmless and
indemnify the Purchaser against any and all suits, demands, actions causes o liability � faction, costs and liability of any
kind relating to the Vendor's removal of the ties and rails, from the subject property following closing.
f) The Vendor hereby warrants that the lands that are the subject '
� ct of this transaction do not constitute a
"railway line" as defined in the Canada Transportation Act.
SCHEDULE(S) "A" and "B"attached hereto form(s) part of this Agreement.
1. CHATTELS INCLUDED: N/A ................. .
..............................................................................
2. FIXTURES EXCLUDED:...... N/A ........... .
..............................................................................
3. RENTAL ITEMS: The following equipment is rented and not included in the Purchase Price. The Purchaser a to assume t
N/A agrees he rental contract(s), if assumable:
4. IRREVOCABILITY: This Offer shall be irrevocable by Purchaser ...... ••••'•"•.•.'•.."•'•••..••.'•..•.••.••...•'••.'•••..'•.'••'
atter which time, if not accepted, this Offer shall be null and void and the until 6.r00 .... p.m. on the 5th day of ........ August 2005
deposit shatl be returned to the Purchaser in full without interest.
5. COMPLETION DATE: This Agreement shall be completed by no later than 6:00 p.m. on the .... 26th da
Upon completion, vacant possession of the property shall be given to the Purchaser unless otherwise rovided for Y of • ' ' • ' ' ' ' ' ' August, 2005.
6. NOTICES: Vendor hereb a P n this Agreement.
y appoints the Listing Broker as Agent for the purpose of giving and receiving notices pursuant to this Agreement. If the Co-operating Broker
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represents the interests of the Purchaser in this transaction, the Purchaser hereby appoints the Co-operating Broker as Agent for the purpose
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pursuant to this Agreement. Any notice relating hereto or provided for herein shall be in writing. This offer, any counteroffer notice of c of giving and receiving notices
shall be deemed given and received, when hand delivered to the address for service provided herein or, where a facsimile numb f acceptance thereof, n any notice
number i
electronically to that facsimile number. s provided herein, when any
FAX NO. ... (For delivery of notices to Vendor) FAX NO. 519-842-5001
• • • • . • ..... (For Delivery of notices to Purchaser)
7. GST: If this transaction is subject to Goods and Services Tax (G.S.T.), then such tax shall be In addition to .................
If this transaction is not subject to G.S.T., Vendor agrees to provide on or before closing, a certificate that the transaction is not subject.
to. ..
the Purchase Price.
8. TITLE SEARCH: Purchaser shall be allowed Until Closing1 G.S.T.
examine the title to the roe • • • (Requisition Date) to
property rty at his own expense and until .the earlier of: (i) thirty days from the later of the Requisition Date or the date on which the conditions in this
Agreement are fulfilled or otherwise waived or; (ii) five days prior to completion, to satisfy himself that there are no outstandingwork
the property, that its present use (Vacant Land - O -2E P - Railway Siding orders or deficiency notices affecting
may be lawfully continued and that the principal building may be insured against risk of fire. •' • ..
. . . . . . . )
9 Vendor hereby consents to the municipality or other governmental agencies
releasing to Purchaser details of all outstanding work orders affecting the property, and Vendor agrees to execute and deliver such further
as Purchaser may reasonably require. her authorizations in this regard
9. FUTURE USIE: Vendor and Purchaser agree that there is no representation or warranty of an kind that the future re intended use of the property by Purchaser is or will
be lawful except as may be specifically provided for in this Agreement.
10. TITLE: Provided that the title to the property is good and free from all registered restrictions, charges, liens and encumbrances,
in this Agreement and save and except for: (a) any registered restrictions or covenants that run with the land, provided that such are compliedotherwise specifically provided
municipal agreements and registered agreements with publicly regulated utilities providing such have been complied with, or securityhas been ost With; (b) any registered
and completion, as evidenced by a letter from the relevant municipality or regulated utility; (c) any minor easements for the supply of domestic utility ed to ensure compliance
to the property or adjacent properties; and (d) any easements for drainage, storm or sanitarysewers PP Y lity or telephone services
services which do not materially affect the present use of the property. If within the specified times referredtoininparagrapht one lines, cable television lines or other
outstanding work order or deficiency notice, or to the fact the said present use may not lawfully be continued, or that the principal buildin8 any g may alid objections u title or to any
of fire is made in writing to Vendor and which Vendor is unable or unwilling to remove, remedy or satisfy and which Purchaser wip g Y not be insured against risk
any intermediate acts .or negotiations in respect of such objections, shall be at an end and all monies aid shall be I not waive, this Agreement notwithstanding
Broker and Co-operating Broker shall not be liable for any costs or damages. Save as to any valid objections so ma ed without interest or deduction and Vendor, Listing
to the root of the title, Purchaser shall be conclusively deemed to have accepted Vendor's title to the property. de by such day and except for any objection going
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ROAD ALLOWANCE l ANCE BETWEEN SOTS 7 AND
SCHEDULE "B"
The Vendor warrants and represents onto the Purchaser:
(i) That no hazardous waste or substance has been stored, treated or disposed of and that
there are no underground storage tanks on the property; and that
The Vendor has no notice and is not aware of any actual,g
endin or threatened action
p
or proceedings relating to the condition of the property or to the violation, actual or
alleged, of any environmental health or safety statutes, regulations or other lawful
requirements.
These warranties and representations shall not merge in, but shall survive completion.