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3272 To authorize the sale of land to Horvath.BY-LAW NUMBER 3272 M THE CORPORATION OF THE TOWN OF TILLSONBURG ABY -LAW to authorize the sale of land to Horvath. 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 The Corporation of the Town of Tillsonburg has agreed to sell certain lands of approximately 1 acre, being Part of Lots 2 and 3, Plan 966, more particularly described as Part 5 on reference plan. 41 R- 8022, as described in the Agreement of Purchase and S ale dated attached as Schedule "A" to this by-law; AND WHEREAS the Council of the Corporation of the Town of Tillsonburg has determined that the said lands are surplus to the needs of the Corporation and should be sold; NOW THEREFORE the Council of the Town of Tillsonburg enacts as follows: 1. THAT the Council of the Town of Tillsonburg does hereby authorize the conveyance of lands of approximately 1 acre as described as being Part of Lots 2 and 3, Plan 966 more particularly described as Part 5 on reference plan 41R-8022, as described in the Agreement of Purchase and Sale dated attached as Schedule "A" to this by-law; 2. THAT the Mayor and Clerk be hereby authorized and instructed to perform all acts and take such steps and execute such documents under the seal of the Corporation as may be necessary to effect such a conveyance of said land. READ A FIRST AND SECOND TIME THIS 25th DAY OF June, 2007. READ A THIP AND FINAL TIME AND PASSED THIS 25th DAY OF June, 2007. s"+ MAYOR -Stephen Molnar V411' CLERK -Michael Graves Agreement of Purchase and Sale Form5w Commercial for use in tine Province of Ontario This Agreement of Purchase and Sale dated this..1.l ............................... day of .Ma ........................................ 20. 7 BUYER,.Horvath Auto Cott?........... .. ................ agrees to purchase from (Full legal names of all Buyers) SELLER...... . ration of the Town vt' TillsonburI. ......... ................................................................ the following (Full legal names of al; Sellers) REAL PROPERTY: Address. Lincoln Str1.eet Vacan.­ .........t Indus........ Itrial Land (i acre)... , .......... I ....................fronting on the .north ........................ side of..Lincoln Street.. ... in the . Town of Til lsonbur............. 11 ............................... ::7 .................................................................................... and having a frontage of 193. 5 feet ... more or less by a depth of .224.84 feet (1 acre) ...... more or less and legally described as . Part ti Plan 4 1 R- Town of T....... .. ............ I ........................illsonbur ... I . .................................... (the "property") . (Legal desc :prion of land including easements not described elsewhere) PURCHASE PRICE: Dollars (CDN$).30,000 00 .............. Thirty Thousand........... Dollars ........ J ...... ........................................................................................................................ DEPOSIT: Buyer submits .1 {ere�� itl�........................................................................................................................... (Herewitn/ Upon Acceptonce/as other,,-ise described in this Agreement) One Thousand..... Dollars (CDN$)J,000.00......................... by negotiable cheque payable to..... . Corporation of the Town of Tillsonbui "Deposit Holder" ... . to be held in trust pending completion or other termination of this Agreement and to be credited toward the Purchase Price on completion. For the purposes of this Agreement, "Upon Acceptance" shall mean that the Buyer is required to deliver the deposit to the Deposit Holder within 24 hours of the acceptance of this Agreement. The parties to this Agreement hereby acknowledge that, unless otherwise provided for in this Agreement, the Deposit Holder shall place the deposit in trust in the Deposit Holder's non-interest bearing --roet Account and no interest shall be earned, received or paid on the deposit. Buyer agrees to pay the balance as more particularly set out in Schedule A attached. SCHEDULE(S) A. &.B &C.... ..........................attached hereto form(s) part of this Agreement. 1. IRREVOCABILITY: This Offer shall be irrevocable by .Seller .. until .4 .................... p.m. on eller/Buyer) the 18th day of . M.ay........................................ 20 {�7....., 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. 2. COMPLETION DATE: This Agreement shall be completed by no later than 6:00 p.m. on the . `7th..........•••••••••••••• day of �.u�?�........ .................. . .... 20.07...... Upon completion, vacant possession of the property shall be given to the Buyer unless otherwise providej for in this Agreement. 3. NOTICES: t ter t. u #penfoG n, �rir+g n to. -dais --Agreement. Any notice relating hereto or provided or 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 Acknowledgement below, or where a facsimile number is provided herein, when transmitted electronically to that foc.simile number. 519-842-9431 FAX No.. 1.9"84'-7434 ... (For delivery of n ti es to Buyer) FAX No .............. j,or delivery or notices to Seller) INITIALS OF BUYER(S): INITIALS OF SELLER(S): © 2007 Ontario Real Estate Association. Do not alter when printing or reproducing the standard pre-set portion. Form 500 2007 P 1 Of S WEBForms'"' Dec!2006 4. CHATTELS INCLUDED:.�.,.A..................................................................................................................... 5. FIXTURES EXCLUDED:. N.!A...................................................... ..................................................................... b. 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............................................................................................................... ....................................... 7. GST: If this transaction is subject to Goods and Services Tax (GST), then such tax shall be in addition to the Purchase Price. The Seller will not collect GST if the Buyer provides to the Seller a warranty that the Buyer is registered under the Excise Tax Act ("ETA"), together with a copy of the Buyer's ETA registration, a warranty that the Buyer shall self -assess and remit the GST payable and file the prescribed form and shall indemnify the Seller in respect of any GST payable. The foregoing warranties shall not merge but shall survive the completion of the transaction. If this transaction is not subject to GST, Seller agrees to certify on or before closing, that the transaction is not subject to GST. 8, TITLE SEARCH: Buyer shall be allowed until 6:00 p.m. on the .3 l st ........ , day of. May ............................. 20 07 (Requisition Date) to examine the title to the Property at Buyer's 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 Buyer that there are no outstanding work orders or deficiency notices affecting the Property. and that its present use (.Industrial.. M .2 ..........................................I......................} may be lawfully continued. If within that time any valid ob'Iection to title or to any outstanding work order or deficiency notice, or to the fact the said present use may not lawfully be continued, is made in writing to Seller and which Seller is unable or unwilling to remove, remedy or satisfy or obtain insurance in favour of the Buyer and any mortgagee, (with all and which Buyer will not waive, this Agreement notwithstanding any intermediate related costs at the expense of the Seller), y 9 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 Seller, listing Brokerage and Co-operating Brokerage shall not be liable for any costs or damages. Save as to any valid objection so made by such day and except for any objection going to the root of the title, Buyer shall be conclusively deemed to have accepted Seller's title to the Property. Seller hereby consents to the municipality or other governmental agencies releasing to Buyer details of all outstanding work orders or deficiency notices affecting the Property, and Seller agrees to execute and deliver such further authorizations in this regard as Buyer may reasonably require. 9 FUTURE USE: Seller and Buyer agree that there is no representation or warranty of an kind that the future intended use of the Buyer is or will be lawful except as may be specifically provided fyo property � y Buy ro er b r in this Agreement. 10. TITLE: Provided that the title to the property is good and free from all registered restrictions, charges, liens, and P 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 providing 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 co7domestic letion, as evidenced by a letter from the relevant municipality or regulated utility; (c) any minor easements for the supply utility or telephone services to the property or adjacent properties; and (d) an 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 S any valid objection 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 Seller and which Seller is unable or unwilling to remove, remedy or satisfy or obtain insurance save and except against risk of fire Buyer and an mortgagee, with all related costs at the expense of the Seller), and which Buyer will not In favour of the Buy y 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 Seller, listing Brokerage and Co-operating Brokerage shall not be liable for any costs or damages. Save as to any valid objection so made by such day and except for any objection going to the root of the title, Buyer shall be conclusively deemed to have accepted Seller's title to the property. 1 1. CLOSING ARRANGEMENTS: Where 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.O. 1990, Chapter L4 and the Electronic Registration Act, S.O. 1991, Chapter 44, and any amendments thereto, the Seller and Buyer acknowledge and agree that the exchange of closing funds, non -registrable documents and other items (the Requisite Deliveries") and the release thereof to the Seller and Buyer will (a) not occur at the same time as the registration of the transfer/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 lawyers) receiving any of the Requisite Deliveries will be required to L , i.J ... . .J a ,,.1.....,. a .J . L told some in �heSelluer uSof ���o� elease some except iii accordance wi*, the terms of a docunnient registration agreemenit between i tic said lawyers. and Buyer irrevocably instruct the said lawyers to be bound by the document registration agreement which is recommended trom time to time by the Law Society of Upper Canada. Unless otherwise agreed to by the is ers, such exchange of the Requisite Deliveries will occur in the applicable l nd Titles Office of such other location agreeable to I ers. INITIALS OF BUYER(S): ! INITIALS OF SELLER(S):. j t 2007 Ontario Real Estate Association. Do not alter when printing or reproducing the standard pre-set portion. Form 500 2007 Pa Z of 5 WEBForms' Dec/2006 12. DOCUMENTS AND DISCHARGE: 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 prior to the Requisition Date. If a discharge of any Charge/Mortgage held by a corporation incorporated pursuant to the Trust And 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 available 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 some, or cause some to be registered, 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, and, where a real-time electronic cleared funds transfer system is not being used, a directio; i executed by Seller directing payment to the mortgagee of the amount required to obtain the discharge out of the balance due on completion. 13. INSPECTION: Buyer acknowledges having had the opportunity to inspect the property and understands that upon acceptance of this Offer there shall be a binding agreement of purchase and sale between Buyer and Seller. 14. 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, Seiler 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, Buyer may either terminate this Agreement and have all monies paid returned without interest or deduction or else take the proceeds of any insurance and complete 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 shall 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 Buyer's liability in respect of tax payable by Seller under the non-residency provisions of the Income Tax Act by reason of this sale. Buyer shall not claim such credit if Seller delivers on completion the prescribed certificate or a statutory declaration that Seller is not then a non-resident of Canada. 18. 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 shall in all respects be of the essence hereof provided that the time for doing or completing ofany matter provided for herein may be extended or abridged by an agreement in writing signed by Seller and Buyer or by their Y respective lawyers who may be specifically authorized in that regard. 20. TENDER: Any tender of documents or 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: Seller warrants that 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 urea formaldehyde, and that to the best of Seller's knowledge no building on the property contains or has ever contained insulation that contains ureaformaldehyde. This warrantyshall survive and not merge on the completion of this transaction, and if the building is part of a multiple unit 9 building, this warranty shall only apply to that part of the building which is the subject of this transaction. 23. LEGAL, ACCOUNTING AND ENVIRONMENTAL ADVICE: The parties acknowledge that any information provided by the brokerage is not legal, tax or environmental advice, and that it has been recommended that the parties obtain independent professional advice prior to signing this document. 24. CONSUMER REPORTS: The Buyer is hereby notified that a consumer report containing credit and/or personal information may be referred to in connection with this transaction. 25. AGREEMENT IN WRITING: If there is conflict or discrepancy between any provision added to this Agreement (including any Schedule attached hereto) and any provision in the standard pre-set portion hereof, the added provision shall supersede the standard pre-set provision to the extent of such conflict or discrepancy. This Agreement including any Schedule attached hereto, s"-0II co^stitute the entire Agreement between Buyer and Seller. There is no representation, warranty; collateral agreement or condition, which affects this Agreement other than as expressed herein. For the purposes of this A eement, Seller* means vendor cmd Ruver means punchraser. This Agreement shall be read with all changes of gender cr nu giber required by the context. - INITIALS OF BUYER(S): , — INITIALS OF SELLER(S): 19 C� 2007 Ontario Rear Estate Association. Do not alter when printing or reproducing the standard pre-set portion. Form 500 2007 Pa 3 of S WEBForrns"I Dec/2006 26. SUCCESSORS AND ASSIGNS: The heirs, executors, administrators, successors and assigns of the undersigned are bound by the terms herein. SIGNED, SEALED AND DELIVERED !n the presence of IN WITNESS whereof I have hereunto set my hand and seal. _.......... .......... DATE. May 11, 2007 .. .......................... t5 a') k-n) Muver/Xuinoi ized Signing Gt ice,) wee .............. ..... 0 DATE.................................. W mess ',Kyer: Author heed Srgn�ng Officer) (Seal) I, the Undersigned Seller agree to the above Offer. I hereby irrevocably instruct my lawyer to pay directly to the Listing Brokerage the unpaid balance of the commission to ether with applicable Goods and Services Tax (and any other taxes as may hereafter be applicable), from the proceeds o� the sole prior to any payment to the undersigned on completion, as advised by the listing Brokerage to my lowyer. SIGNED, SEALED AND DELIVERED in the presence of- IN WITNESS whereof r have hereunto set my hand and seal: ................................................ ..... DATE................. d ,W tnesst ell r ed rg y ,:ce•r (Seal) _ ......... _ ............... O DATE................................ . *Iinessi ;Seller /Aulho'ized Signing Off ger) (Seal) SPOUSAL CONSENT: The Undersigned Spouse of the Seller hereby consents to the disposition evidenced herein pursuant to the provisions of the 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 effect to the sale evidenced herein. ...... � DATE. ..................... ........ (Wdness) pc. Sea use l � CONFIRMATION OF ACCEPTANCE: Notwithstanding anything contained herein to the contrary, I confirm this Agreement with all changes both typed and written was finally accepted by all parties at................... a.m./p.m. this ......................................... day of.. . . ....... .... ..... .. ......... .................. 20........... . ..........................n... e .. Seller or Buyer .................................. (Sig INFORMATION ON BROKERAGE(S) N /A Tel. No.................. . Listing Brokerage.' ............. ..... . .............................-................... ................................ .................. .... ....-. ..... .. ........ Co-op/Buyer Brokerage. '�. .... Tel. No ............. . ACKNOWLEDGEMENT Ncknowl e r,c,,pt of my signed copy of this accepted Agreement of I acknowledge receipt of my signed op of this accepted Agreement of e an le and I authorize the Agent to forward a copy to my lawyer Purchase a Sale and I auth rize a gent to forward a copy to my lawyer. AllDATE...f.. DATE....(Buye DATE.. _.. ................................................................................. DATE ............. -........ (Selle,) (Buyer) Address for Service Address for Service............................................................................. Tel.No_ _ .................... ....................... ................. Tel.No........ .............. ................. . Mr. Brad Bcnnett r Mr. Jamcs Mor ►an Seller's law er........ Buyers lawyer......................... ........ IT Tillsonburty Ont. N4G 3P1 ur Ont. N4G 3T8 Addressy' .........I....................................................... 519-842-365 519-942-4228 ..... ........... . ..... Tel Nc -AX ^!c re . No FAX No. ;OR OFFICE :JSP 01,:,Y COMMISSION TRUST AGREEMENT To Ce-opera',ny 8rcKeruFie Gv�'• : he '� e4u nc� Agreement or ar.rcnase and Sine +� In cons,cle,ni,on 'r. 0)p r=•n:F r, of .;C ,i r: J ' ,H (c �+ry�,•�y ,,,grime Ter1r L' aL'CI,aS'3 an^. 5--!e, I he:eby decl�'Q thn! C!l •"'uricys recci':ec1 c. 'CSC r': .!.IC l t me in ccninec!ion w h t is r0ri5uct.ivrr ui c�rr'rr�,r�iviCu '`�e i�;�J n� c� uriU r\CIJ. U;I:,rU!IJ VI Irry ReUi CSIUte 5oar6 unci; be recervabie anc neid to ;rust. This agreement sticiir ccirwou'e o Cormmrss:on'rust Agreement r Pct io ana governed o the MLSi") Rules eourn,n to C.omrnrssron trust i as deiinea �n the MiS�_. itu es ann snu De SuUt_ y y P 9 l DATED os of the Cole nn.­, t,me .e eccept:r)ce of the i-tegorng Agreement of Purchase and Sole Acknowledged by N/A N/A (Author zed 'c• b nc !he ;Authcriied tc b!nd if,e Cooperating 8rcke;uge, ® 0 2007 Ontario Real Estate Association. Do not alter when printing or reproducing the standard pre-set portion. Form 500 2007 Page 4 of 5 VVEBForms " Dec/2006 Schedule A Form 5OO Agreement of Purchase and Sale - Commercial for use in the Province of Onto. io This Schedule is attacned to and forms part of the Agreement of Purchase ancr Sale between: BUYERHurrath Aute Cori• .................................................................................................. and SELLER,.Cor-uratiun ofthc Tu�.n ul`( :illi.�nbur�........................................................................................................ for the purchase and sale of . Lincoln Street Vacant IndustrialLand (1 acre)......................... . dated the ......................................... day of ..May.........................., 20.07..... . Buyer agrees to pay the balance as f6!ows: On the day of closing a cheque payable to the Corporation of the `town of Tillsonburg for the outstanding balance of 529000.00 less any necessary deductions as determined by the Town's solicitor. This form must be initialed by all parties to the Agreement of Purc se and Sale. INITIALS OF BUYER(S): ! �: INITIALS OF SELLER(S): , 03 0 2007 Ontario Reol Estate Association. Do not alter when printing or reproducing the standard pre-set portion. Form 500 2007age otf 5 Dec/2006 SCHEDULE ``B" TO AGREEMENT THE CORPORATION OF THE TOWN OF TILLSONBURG SPECIAL CONDITIONS OF SALE 1, The Town agrees to provide to the buyer, prior to closing, a registerable survey of the property to be purchased. 2. 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. The Agreement of Purchase and Sale is subject to the final approval by the Council for the Town of Tillsonburg. 6. All sales of industrial land are subject to all applicable zoning by-laws and other regulatory conditions made by the Town. 7. The Town agrees to a Right of First Refusal for the purchase of Part 3 and Part 4 by the buyer, subject to a seventy two (72) hour notice, in writing, being given to the buyer by the Town, of the Town's intent to accept a bona fide offer from another buyer. The selling price will remain at 530,000.00 per acre plus negotiated servicing costs, for one year from the date of closing. 8. In consideration of Clause 7, the buyer agrees to maintain the grass at a height not to exceed 3" on Parts 3 and Part 4. 9. The buver will be required to submit for approval by the Town, the following: (a) Site Plan (b) Floor Plans (c) Elevations (d) Proposed exterior materials (e) Plan of landscaped areas. 10. 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 E provide the necessary environmental protection, and be liable for the cost of any pretreatment. which may be required to comply with the said regulations. 11. The buyer will maintain the landscaping required by the Site Plan Approval. Failing to do so, the Town reserves the right to do the necessary work and any costs incurred will be charged to the buyer. 11. Should the purchaser fail to comply with any of the applicable conditions, by-law or regulation, as set out herein, the Town may regain the lands at any time prior 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 or portions 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. The buyer shall provide a security deposit to the Town for construction on the said lands in accordance with the Town's Site Plan Approval Policy. 14. 'Fhe 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 SCHEDULE "A" to the Offer to Purchase from Horvath Auto Corp. to the Corporation of the Town of Tillsonburg. Per: H o watfito p Per: Corporation of the own of Tillsonburg