3254 To authorize the sale of land to 2130542 Ontario Ine.BY-LAW NUMBER 3254
Lim
THE CORPORATION OF THE TOWN OF T/LLSONBUXG
A BY-LAW to authorize the sale of land to 2130542 Ontario Inc.
WHEREAS pursuant to Section 8 of the Municipal Act, 2001, S.O. 2001, C.25, a
municipality has the capacity, rights, powers and privileges of a natural
person for the purpose of exercising its authority under this or any other
Act , *
AND WHEREAS ]-he Corporation of the Town of Tillsonburg has agreed to sell certain lands of
approximately 2.57 acres, being Lot 1, and Part of Lots 2, 4, 5 and 6, Plan 966 more particularly
described as 11'art 6 on reference plan 41 R-8022, as described in the Agreement of Put -chase and Sale
attached as Schedule "A" to this by-law;
AND WHEREAS the Council of the Corporation of the Town of Tillsonburg has detcrniincd that the
said lands are surplus to the needs of the Corporation and should be sold;
NOW r FHEREFORE the Council of the Town of Tillsonburg enacts as follows:
I I'HAJ" the Council of the 'rown of Tillsonburg does hereby authorize the conveyance of
lands of approximatcly 2.57 acres being Lot 1, and Part of Lots ?, 415 5 and 61 Plan 966
more particularly described as Part 6 on reference plan 41 R-8022, as described in the
Agreement of Purchase and Sale attached as Schedule "A" to this by-law:
2. THAM, the Mayor and Clerk be hereby authorized to execute on behalf of the
Corporation of the Town of Tillsonburg, all documents required to implement the
conveyance oflands.
READ A FIRST AND SECOND TIME THIS 14t" DAY OF May, 2007.
READ A TIRD AND FINAL r riME AND PASSED THIS 14th DAY OF May, 2007.
MAYOR -Stephen Molnar
-
, ig
CLERK -Michael Graves
Agreement of Purchase and Sale
for use in the Province of Ontario
BUYER: PK CONSTRUCTION INC. (in trust to a company to be named)
131 Tovk/nline Rd,, it ;A
�1��illson��ugt,.. Ont. N4 J ?R�}
SELLER: THE CORPORATION OF THE TOWN OF TILLSONBURG ' -
._ r �
REAL PROPERTY:
Address Corner of Lincoln and Tillson Streets
legally described as Lots 1 and 5, Part of Lots 2 and 4, Registered Plan 966, Town of Tillsonburg being 2.57 Ac.
PURCHASE PRICE: Thirty thousand dollars per acre ($30,000.00 per acre) (CDN)
DEPOSIT:
Buyer submits (herewithiupon acceptance) One thousand ------------------Dollars (CDN) $1,000.00
by negotiable cheque payable to the Corporation of the Town of Tillsonburg
to be held in, trust without interest pendina completion or other termination of this Agreement and to be credited toward the Purchase Price on
completion. Buyer agrees to pay ihe balance by certified cheque subject to adjustments on closing.
SCHEDULES:
_"A" & "B" attached hereto fo.m(s part of this Agreement.
1 CHATTELS EXCLUDED:
2. FIXTURES EXCLUDED:
3. RENTAL ITEMS The following equipment is rented and not included in the Purchase Price, the Buyer agrees to assume the rental contract(s), if
assumable: N/A
4 IRREVOCABILITY. This Offer shat! be irrevocable by Seller/Buyer until Wednesday March 23, 2007 after which time, if not
accepted, this Offer shall be null' and void and the deposit shall be returned to the Buyer in full without interest.
5 COMPLETION DATE: This Agreement shall be completed by no later than Thursday May 24, 2007 Upon completion,
vacant
possession of the property shall be given to the Buyer unless otherwise provided for in this Agreement.
6. NOTICES: Seller here appoints his/her/their solicitor as agent for the purpose of giving and receiving notices pursuant to this Agreement. The Buyer
hereby appoints his/her/their solicitor 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 in the Acknowledgment below, or where a facsimile number is provided herein, when transmitted
electronically to that facsimile number. Fax No. (for delivery of notices to Seiler): Fax No. (for delivery of notices to Buyer) -
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 , Seller agrees to certify on or before closing that the transaction is not subject to G.S.T.
8 TITLE SEARC H: Buyer shall be allowed until Monday April 30, 2007. (Requisition Date) to examine the title to the property
at his own expense and until the earlier of: (i) thirty days from the later or me 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 is present use may be lawfully continued and that the principal ' building. may be insured against risk of
fire Seller hereby consents to the municipality, or other governmental agencies releasing to Buyer details of all outstanding work orders affecting the
property, and Seller agrees to execute and deliver such further authorizations in this regard as Buyer may reasonably required.
9 FUTURE USE Seller and. Buyer agree that there is no representation or warranty of any kind that the future intended use of the property by Buyer is or
will be lawful except as may be specifically provided for in this Agreement.
1 0 TITLE: Provided that the title tc the property is good and free 'rom ail 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
' .n
I ri l t 1 a l s{ 1_ Btlyc� : I m t i a i s of Sel iet-J, , ----------------------
1',IL,C ? oI'�
u'i!ity , (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,
ordrainage, storm c, sanitary sewers,, public utility lines, telephone lines, cable television lines or other services which do not materially affect the present use
the property. f within the specified tines referred to in paragraph 8 any valid objections to title or to any outstanding work order or deficiency notice, or to
tr e fact the said present use may r1ot lawfully be continued, or that the principal building may not be insured against risk of fire is made in writing to Seller
and which Seller is unable or unwil me to remove, remedy or satisfy and which Buyer will not waive, this Agreement notwithstanding any intermediate acts
o, negotiations in respect of such objections, shall be at an end and all monies paid shall be returned without interest or deduction and Seller and
Ns/her/their solicitor 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; Bever shall be conclusively deemed to have accepted Seller's title to the property.
1 CLOSING ARRANGEMENTS: Vvnere each of the Seller and Buyer retain a lawyer to complete the Agreement of Purchase and Sale of the Property,
and where the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.0.19SO, Chapter L4 and
the Electronic Registration Act, SO 191, Chapter 44, any amendments thereto, the Seller and Buyer acknowledge and agree that the exchange of closing
funds; non -registrable documents a�)d other items (the "Reouisite Deliveries1 and the release thereof to the Seller and Buyer will (a) not nn-mir at the sa.me
time as the registration of the transrer/deed (and any other documents intended to be registered in connection with the completion of this transaction) and
(b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same
except in accordance with the terry s of a document registration agreement between the said lawyers. The Seller and buyer irrevocably instruct the said
lawyers to be bound by the document registration agreement which is recommended from time to time by the Law Society of Upper Canada. Unless
otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location
agreeable to both lawyers.
12. DOCUMENTS AND DISCHAR DE: Buyer shall not call for the production of any title deed, abstract, survey or other evidence of title to the property
except such as are in the possession or control of Seller. If requested by Buyer, Seller will deliver any sketch or survey of the property within Seller's control
to Buyer as soon as possible and -arior to the Requisition Date. If a discharge of any Charge/Mortgage held by a corporation incorporated pursuant to the
Loan Companies Act (Canada)., Chartered Bank, Trust Company, Credit Union, Caisse Populaire or Insurance Company and which is not to be assumed
by Buyer on completion, is not avai"able in registrable form on completion, Buyer agrees to accept Seller's lawyer's personal undertaking to obtain, out of
the closing funds, a discharge in registrable form and to register same on title within a reasonable period of time after completion, provided that on or before
completion Seller shall provide to Buyer a mortgage statement prepared by the mortgagee setting out the balance required to obtain the discharge, together
with a direction executed by Seller directing payment to the mortgagee of the amount required to obtain the discharge out of the balance due on complet!on.
13 INSPECTION: Buyer acknowledges having had the opportunity to inspect the property prior to submitting this Offer and understands that upon
acceptance of this Offer there shall be a binding agreement of purchase and sale between Buyer and Seller. The Buyer acknowledges having the
opportunity to include a requirement for a property inspection report in this Agreement and agrees that except as may be specifically provide for
in this Agreement.. the Buyer will not be obtaining a property inspection or property inspection report regarding the property.
, INSURANCE All buildings on the property and all other things being purchased shall be and remain until completion at the risk of Seller. Pending
completion, Seller shall hold all insurance policies, if any, and the proceeds thereof in trust for the parties as their interests may appear and in, the event of
substantial damage, Euyer may either terminate this Agreement and have all monies paid returned without interest or deduction or else take the proceeds
Of any insurance and complele the purchase. No insurance shall be transferred on completion. If Seller is taking back a Charge/Mortgage, or Buyer is
assuming a Charge/Mortgage, Buyer shall supply Seller with reasonable evidence of adequate insurance to protect Seller's or other mortgagee's interest
on completion.
15, PLANNING ACT: This Agreement sr.all be effective to create an interest in the property only if Seller complies with the subdivision control provisions of
the Planning Act by completion and Seller covenants to proceed diligently at his expense to obtain any necessary consent by completion.
16. DOCUMENT PREPARATION The Transfer/Deed shall, save for the Land Transfer Tax Affidavit, be prepared in registrable form at the expense of
Seller, and any Charge/Mortgage to be given back by the Buyer to Seller at the expense of the Buyer. If requested by Buyer, Seller covenants that the
Transfer/Deed to be delivered on completion shall contain the statements contemplated by Section 50(22) of the Planning Act, R.S.O. 1990.
'17, RESIDENCY: Buyer shall be credited towards the Purchase Price with the amount, if any, necessary for Buyer to pay to the Minister of National Revenue
to satisfy Purchasers liability in respect of tax payable by Seller under the non -residency provisions of the Income Tax Act by reason of this sale. Seller shall
not claim such credit if Seller delivers on completion the prescribed certificate or a statutory declaration that Seller is not then a nonresident of Canada.
1 8, ADJUSTMENTS: Any rents, mortgage interest, realty taxes including local improvement rates and unmetered public or private utility charges and
unmetered cost of fuel, as applicable, shall be apportioned and allowed to the day of completion, the day of completion itself to be apportioned to Buyer.
19 TIME LIMITS: Time shali in all respec`s be of the essence hereof provided that the time for doing or completing of any matter provided for herein may be
extended or abridged by an agreement it writing signed by Seller and Buyer or by their respective lawyers who may be specifically authorized in that regard.
2�]. TENDER- Any, tender of documents cr money hereunder may be made upon Seller or Buyer or their respective lawyers on the day set for completion. Money
may be tendered by bank draft or cheque certified by a Chartered Bank, Trust Company, Province of Ontario Savings Office, Credit Union or Caisse
Populaire.
21. FAMILY LAW ACT Seiler warrants treat spousal consent is not necessary to this transaction under the provisions of the Family Law Act, R.S.O. 1990
unless Seller's spouse has executed the consent hereinafter provided.
22. UFFI: Seller represents and warrants to Buyer that during the time Seller has owned the property, Seller has not caused any building on the property to be
insulated with insulation containing ureaformaldehyde, and that to the best of Seller's knowledge no building on the property contains or has ever contained
insulation that contains ureaformaldehyde This warranty shall survive and not merge on the completion of this transaction, and if the building is part of a
multiple unit building this warranty shall only apply to than part of the building which is the subject of this transaction.
213. CONSUMER REPORTS: The Purchaser is hereby notified that a consumer report containing credit and/or personal Information may be
referred to in connection with this transaction
24. AGREEMENT IN WRITING: If there conflict between any provision written or typed in this Agreement (including any Schedule attached hereto) and
any provision in the printed portion hereof, the written or typed provision shall supersede the printed provision to the extent of such conflict. This Agreement
including any Schedule attached hereto, shall constitute the entire Agreement between Buyer and Seller. There is no representation, wa rranty, collateral
agreement or conditl0n, hich affects tris Agreement othcr than as expressed heleffk^his Agreement shall be read wit" all changes
Initials of Buyer I iltials ofSellei,: �� �
rqc 3 or 3
of gender or number required by the context
25 SUCCESSORS AND ASSIGNS: The hers, executors, administrators, successors and assigns of the undersigned are bound by►he lerms
herein.
DATED at Tillsonburg, Ontario this 2v' -/day of ".,47r0exI. 2007.
SIGNED, SEALED IN THE PRESENCE OF IN WITNESS whereof I have ho-.rATjnto set my hand and
seal:
............................... _ .....� . ......... .. _..............._ _ _,...................... ���� � r �kw
(Witness) (Buyer) (Dale)
........... ....... ............. 14be,!9f- Z,,c) t
O 7
(Witness) uyer)
(Date)
DATE D at Tillsonburg, Ontario this day of , 200-7.
SIGNED, SEALED IN THE PRESENCE OF IN WITNESS whereof I have hereunlo set my hand and
....................................... _ .................... _ ........ _ ... _......... _ . .._........_ ......._ .............� ............
(Witness) (Seller) Gait!)
....I...... ................................................................................................_....... ...
(Witness) (Seer)
SPOUSAL CONSENT' The Undersigned Spouse of the Seller hereby consents to the disposition evidenced herein pursuant to the provisions of!he
Family Law Act, R S.O. 1990, and hereby agrees with the Buyer that he/she will execute all necessary or incidental documents to give full force and 611ect
to the sale evidenced herein
(Witness) (Spouse)
(Date)
ACKNOWLEDGEMENT
I acknowledge receipt of rny signed copy of this accepted Agreement of
Purchase and Sale.
(Seller)
(Selie r)
Address for Service
Se'ler's Lawveir�1i� . Brad BellflEt t
In, drJ e �ox 5
rn I%
l` ax No 5i9-842-3658
519-842-5001
(Date)
(Date)
I acknowledge receipt of my signed -copy of this accepted Agreement of
Purchase and Sale.,
(Buyer) �
y ) (Date)
(Buyer) (Date)
Address for Service:
Buyer's Lawyer: I!-IX-9.fl—, etogA94.'k-144
Address.- `Yx ,�,��'�l�i•�i� a; B� x ,5; �� L � .5`L�fu`�Urc'.C, !�/�l
telephone No..Si,�--
Fax No, -4
Fill 11' r
n, 11� 1,�
S
S_ CHEDULE "A" TO AGREEMENT
THE CORPORATION OF THE TOWN OF TILLSONBURG
SPECIAL CONDITIONS OF SALE
The Town agrees to provide to the buyer, prior to closing, a registerable survey of
the property to be purchased.
The Town acknowledges that the site is virgin farmland and does not contain
anything that would be an Environmental concern. Any environmental assessment
would be at the expense of the buyer.
3. The subject property has municipal services available on the street..
4. The buyer agrees to commence construction within one year of the date of
closing. Should additional time be required, such extension must be requested in.
writing by the buyer and will be approved at the discretion of the Council.
5. The Agreement of Purchase and Sale is subject to the final approval by the
Council for the Town offillsonburg.
h. All sales of industrial land are subject to all applicable zoning by-laws and other
regulatory conditions made by the Town.
As a condition of the sale, the buyer requests that the rear parking lot be graveled
as shown on the Site Plan, rather then an asphalt surface. The buyer agrees to
provide dust control as required.
(S. The buyer will be required to submit for approval by the Town, the following:
(a) Site Phan
(b) Floor Plans
(c) Elevations
(d) Proposed exterior materials
("e") Plan of landscaped areas.
9. The buyer will be/ subject to the regulations of the Town, County of Oxford, the
Province of Ontario, and the Ministry of the Environment, governing the
discharge of wastes and effluents into municipal sewers and rivers. The buyer will
provide the necessary environmental protection, and be liable for the cost of any
pretreatment, which may be required to comply with the said regulations.
J (). The buyer well maintain the landscaping 'red by the Site Plan Approval.
Fafling to do so ing requi
C t i the Town reserves the right to do the necessary work and any
costs incurre(] -will be charged to the buyer.
1. Should the purchase- fall to comply with any of the applicable condition, by-law
oi- regulation, as set out herein, the Town may regain the lands at any time pn'or to
the start of'construction by repayment of 90% of the monies paid toward the
purchase price of the land.
12 - All original agreements and covenants will remain in effect and binding on
subsequent purchasers or leases of the buildings and lands orportion.s.thereof
and such sales must be approved by the Town where the nature of the intended
industry is other than that established by the original buyer.
13. "I'lle buyer sh'ill provide a security deposit to the Town for construction on the
said lands in accordance with the Town's Site Plan Approval Policy.
1.4. The within conditions of sale shall continue to be binding on both of the parties
hereto and shall not merge on completion of the transactions- but shall remain
binding on both of the parties.
THIS IS SCHED )tT
LE "A" to the Offer to Purchase from, PK Construction Inc.
to the Corporation of the Town of Tillsonburg.
Per: � /
C,0NST] L JVTION Inc.
Per: ......
Corporation the �-of