4119 Schedule A - Agreement of Purchase & Sale - Elmerex IncAGREEMENT OF PURCHASE AND SALE
BETWEEN
THE CORPORATION OF THE TOWN OF TILLSONSURG,
hereinafter tailed the Seller,
and-
ELMEREX Inc.,
hereinafter called the Buyer,
WHEREAS the Seller owns property as described herein and is selling them for industrial development:
NOW THEREFORE THE PARTIES, In consideration of the mutual covenants and agreements hereinafter set out, hereby agree as
follows:
1, PROPERTY DESCRIPTION
The Buyer hereby offers to purchase from the Seller real property fronting on the EAST side of CLEARVIEW DRIVE in the Town of
Tillsonburg having a frontage of 23 METRES more or less by a depth of 129 METRES (IRREGULAR) more or less, containing
approximately 0.86 acres and legally described as PART OF LOT 2 CONCESSION 6 NTR Middleton, as Illustrated in Schedule B.
2. PURCHASE PRICE
the purchase price shall be THIRTY.THREE THOUSAND Dollars (S 33,000.00 Cdn.)
3, DEPOSIT -' • S -- - ,S, (" II...., o .A
i o., I ®t p -o
1"
The Buyer submits with this Otter the sum of
c, _ _
Dollars(y3-]8-e0 Cdn) by cheque payable to THE
CORPORATION OF THE TOWN OF TILLSONBURG, upon acceptance, as a deposit to be held by it, in trust, pending completion or
other termination of this Agreement and to be credited towards the purchase price on completion, and the Buyer further agrees to
pay the balance of the: purchase price, by cash or certified cheque, on closing, subject to the adjustments contemplated herein. For
the purposes of this agreement, "upon acceptance" shall mean the date of approval by bylaw of the agreement. The parties to this
Agreement hereby acknowledge :hat the deposit shall be placed in the Seller's bank account upon acceptance and no interest shall
be paid on the deposit.
4. IRREVOCABLE DATE
Ihis conditional offer shall be irrevocable by Buyer until b PM on the_11`h day of lyly, 2017. It this conditional offer is not accepted
by the Council of the Corporation of the Town of fillsonburg, this Offer shall be null and void and the deposit returned to the Buyer
in full without interest. Further, the Buyer acknowledges that negotiation of this offer, including all amendments is conditional upon
the approval of the Council of the Corporation of the Town of Tillsonburg and that the negotiation and/or execution of the terms in
this offer by the Chief Administrative Officer or his designate in no way binds the Corporation to anyof the terms contained therein.
S. CONDITIONAL DATE
The transaction of purchase and sale contemplated herein shall be subject to the fulfillment of the following terms and conditions
on or before 1tugust 1"1_2017, which terms and conditions are forthe exclusive benefit of the Buyer and may be waived In whole or
in part by the Buyer. If the conditions are no: fulfilled or waived then the deposit shall be returned and the Agreement ansing from
the offer shall be at an end and all parties released from their obligations.
The Seller hereby grants the Buyer and its agents access to the property and its consent to conduct all reasonable
soil and environmental tests and investigations on any of the property and it the, results of such tests are
unacceptable to the Buyer in its sole discretion, the Buyer may, by written notice to the Seller, delivered on or
before the Conditional Date, terminate this Agreement. In such event, the. deposit shall be returned forthwith to
the Buyer, without interest or deduction and all parties shall be released from their respective obligations
hereunder, The Buyer covenants to restore the property to substantially the same condition as they were prior to
their entry *hereon for testing at their sole expense. The Buyer acknowledges that the Seller provides no
warranties or representations concerning the environmental status of the subject property, soil conditions or the
existence of any items under the surface.
b. The Buyer acknowledges that the property is being said by the Seller pursuant to the Surplus Lands Policy in effect
at the date of this Agreement.
Huyer"s Initials ___ Seller's Initials yG,
6. TITLE SEARCH DATE
The Buyer shall be allowed until 6:00 PM on the la day of August.,,, 2017, (the "Requisition Date"I to examine the title to the
property at his own expense and to satisfy himself that the industrial use thereon is lawful.
7. COMPLETION DATE
this agreement shall be completed by no later than 6 PM on the 16"' day of Auguss 2017. Upon completion, vacant possession
shall be given to the Buyer unless otherwise provided in this Agreement.
8. 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 for 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 provided 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 casements 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, fibre lines or any other services which do not materially affect the
use of the property. if, within the specified times for Title Search any valid objection to title or to the fact tha' an industrial use may
not be lawful on the property is made, in writing, to the Seller, in which the Seller is unable to, or unwilling to remove, remedy or
satisfy, and which the Buyer will not waive, this Agreement, notwithstanding any intermediate acts or negotiations in respect to
such objections, shall be at an end and all monies paid shall be returned without interest or deduction and the Seller shall not be
liable for any costs or damages. Save as to any valid objections so made by such day and except for objections going to the root of
title, Buyer shall be conclusively deemed to have accepted the Seller's title to the property.
9. DOCUMENTS
The Buyer shall nut call for the production of any title deed, abstract, survey or any other evidence of title to the property, except
such as are in the possession or control of the Seller. If requested by the Buyer, Seller will deliver any sketch or survey of the
property within Sellers control to Buyer as soon as possible and prior to the Requisition Date.
10. 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 the
Buyer is or will be lawful except as may be specifically provided for in this Agreement.
11. ADJUSTMENTS
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 dace of completion, the day of completion itself to be apportioned to the Buyer.
12. DOCUMENT PREPARATION
The transfer/deed shall, save for the Land Transfer Tax Affidavit which shall be prepared and completed by the Buyer, be prepared in
registerable form at the expense of the Seller.
13. CLOSING ARRANGEMENTS
Where each of the Seller and Buyer retain it 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. 1911, 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 hold same in trust and not release same except in accordance
with the terms of a document registration agreement between 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 Requisite Deliveries will occur in the applicable Land Titles
Office or such other location agreeable to both lawyers.
Buyer's Initials _4. A' Scllcr's Initials Q
14. HARMONIZED SALES TAX (HST)
If this transaction is subject to HST, then such tax shall be in addition to the purchase price. The Seller will not collect HSI if the
Buyer provides to the Seller a warranty that the Buyer is registered under the Fxcise Tax Act ("ETA"), together with a copy of the
Buyer's ETA registration, a warranty that the Buyer shall self -assess and remit the HST payable and file the prescribed form and shall
indemnify the Seller in respect of any HSI payable. The foregoing warranties shall not merge but shall survive the completion of the
transaction. If the transaction is not subject to NST, Seller agrees to certify un or before closing that the transaction is not subject to
HST.
15. TIME OF THE ESSENCE
Time shall in all respects 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 in writing signed by the Seller and Buyer or by their respective lawyers who are
specifically authorized in that regard
16. 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 a bank draft or cheque certified by a Chartered Bank, Trus' Company. Province of Ontario
Savings Office, Credit Union or Caisse Populaire.
17. FAMILY LAW ACT
Seller warrants that spousal consent is not necessary to this transaction under the provision of the Family Law Act, RS.O. 1990
unless Seller's spouse has executed the consent hereinafter provided.
18. LEGAL, ACCOUNTING AND ENVIRONMENTAL ADVICE
The parties acknowledge that any information provided by the Seller 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.
19. CONSUMER REPORTS
The Buyer is hereby nonfied that a consumer report containing credit and/or personal infofmation may be referred to in connection
with this transaction.
20. NOTICES
Notice to either parry shall be given at the following addresses
If to the Seiler:
Att: Development Commissioner
Corporation of the Town of Tiilsonburg
200 Broadway, Suite 204
Tilisonburg, ON N4G 5A7
Fax: 519.842.9431
If to the Buyer:
Att: Ivana Manc, Salesperson
Sutton Group -Security Real Estate Inc., Brokerage
Fax: 416-6S4-7232
Email: ,u.;narn«:r,crcalty(d-All ar.tce,„
After Closing to the owner:
Sam Ghodsian
szarehh@gmaiLcom
21. BROKER REPRESENTATION
The Buyer hereby confirms that SUTTON GROUP SEC13TIRY REAL ESTATE INS is representing the Buyer in this transaction and the
Broker shall receive payr+ent of the standard commission of 5%.
Buver's Initials Seller's Initials2 G
22. AGREEMENT IN WRITING
In there is a conflict between any provision added to this Agreement (including any Schedule attached hereto) and any provision in
the typewritten hereof, the added provision shall supersede the typewritten portion to the extent of such conflict or discrepancy.
This Agreement including any Schedule attached hereto shall constitute the entire Agreement between the Buyer and Seller. There
is no representation, warranty, collateral agreement or condition, which affects this Agreement other than as expressed herein. This
Agreement shall be read with all changes of gender or number required by the context
23. SUCCESSORS AND ASSIGNS
The heirs, executors, adrrinestrotors, successors and assigns of the undersigned are bound by the terms herein.
BUYER ACKNOWLEDGEMENTS
24. INSPECTION
The Buyer acknowledges having inspected the property prior to submitting this offer and understands that upon the Seller accepting
this offer there shall be a binding Agreement of Purchase and Sale between the Buyer and the Seller once all conditions have been
fulfilled and waived at the sole discretion of the buyer.
2S. CONDITION OF THE PROPERTY
This offer is conditional on The Seller conducting by the conditional date, an Fnvironmental Site Assessment (ESA Phase 1) and to
providing proof to the buyer at the Buyers sole discretion and satisfaction. The Buyer acknowledges and agrees that it that it is
purchasing the property in its present condition, "as is' (this preceding clause is required) and will conduct, by the Conditional Date, all
further inspections that it reasonably requires to determine if the property has been used as a waste disposal site or contains waste as
that term has been defined and/or designated pursuant to the Environmental Prosection Act (Ontario) or any federal legislation of similar
type or nature and that the Buyer acknowledges that the Seller makes no representation or warranty concerning soil conditions, the
existence of any items below the surface and/or the environmental status of the property at the time of sale. The Buyer further
acknowledges and agrees that it will conduct such tests as it deems necessary to determine to its satisfaction shat the soil conditions for
the property are satisfactory to support the development and construction of the building and other structures contemplated for its
proposed use of the property.
26. PROVISION OF PLANS
The Buyer agrees that prior to the issue of a building permit the Buyer shall provide to the Department of Development &
Communications of the Seller a plan showing the location of the building(s) and outside storage, the front elevation of she
building(s), the exterior building materials, the landscaping treatment and the screening of outside storage. The obligation of the
Buyer set out in this paragraph shall not merge on closing.
27. PRELIMINARY DEVELOPMENT AGREEMENT
The Buyer agrees that the title of the Buyer to the said lands will be subject to the covenants and agreements substantially in the
form attached hereto as Schedule "A" and agrees to execute a form of preliminary development agreement containing the same
which shall be registered on title at the time of closing.
26. ASSIGNMENT
The Buyer undertakes that the only assignment of this agreement will be by way of direction that title be drawn in the name of
another corporation which has the same shareholders (owner(. This will be confirmed by :he Purchaser's solicitor prior to closing
along with confirmation that the Purchaser's solicitor has no knowledge of any intention on the Purchaser's part to sell the shares to
another party.
SELLER ACKNOWLEDGEMENTS
29. SURVEY
The Seller agrees to provide to the Buyer, at the Seller's expense, an up-to-date reference plan of the property, prepared by a
qualified Ontario Land Surveyor under seal, showing the size and measurements of the property to describe the land for a
regi,terable transfer. Further, the Seller agrees to provide a surveyors certificate as to the precise acreage of the Property
whereupon the purchase price to be paid shall be adjusted accordingly if the certificate indicates that the acreage is more or less
than described in Paragraph 1 above and such certificate shall be final and building upon the Seller and Buyer
Buyer's Initials Seller's Initialsr
A
30. DISCHARGE OF ANY MORTGAGES, LIENS OR ENCUMBRANCES
the Seller agrees to discharge all mortgages, liens or encumbrances, if any, registered against the property at its own expense, on or
before closing, save as aforesaid.
31. EXISTING SERVICES
The Seller agrees, without payment by the Buyer of additional levies, imposts or charges, to supply to the property all existing
municipal services currently in place and serving the property including paved roads, hydro, water, sanitary sewers and storm
drainage ditches. Such municipal services are to be available on or before closing. The Buyer acknowledges and agrees that it will be
responsible fnr any fees to connect laterals to water, sanitary sewers, and hydro at the standard charges imposed by Tillsonburg Hydro
Inc and the Town of Tilisonburg/County of Oxford Engineering Departments as well as anycosts associated with the installation of laterals
to connect to services within the municipal road allowance. The Buyer further acknowledges that it will be responsible for compliance
with any onsite or abutting drainage requirements including lot grading or drainage swaies, ditches or conduits that may be required
including costs associated with construction or installation of same as a result of any proposed development on the property and as a
condition of approval of such development. The Buyer acknowledges that a Road Occupancy Permit must be obtained for any works
undertaken on Tillsonburg's road allowance(s) and the Buyer shall provide a cash deposit in an amount satisfactory to the Director of
Operations to guarantee the performance of the Owner's obligations pursuant to the Road Occupancy Permit and to indemnify the Town
of Tillsonburg for any costs incurred as a result of works undertaken on the road allowance(s) in addition to any security required
pursuant to this Agreement. The obligations of the Seller set out in this paragraph shall not merge on closing.
32. REASONABLE ASSISTANCE BY THE SELLER
The Seller agrees to provide reasonable assistance and cooperation to :he Buyer in obtaining necessary approvals for the development
of the property subject to the Buyer's compliance with all relevant building codes, bylaws, land use controls, any other statutory
requirements and payment of the fees provided for in the Town's current fees bylaw.
The obligations of the Seller set out in this paragraph shall not merge on closing.
DATED at 1PM this 6M day of JULY 2017 1'-,"/
SIGNED, SEALED AND )
DELIVERED In the )
Presence of ) THE CORP TION OF THE
TOW TILLSONBURG
SJEPHEN MOLNAR
MAYOR
DONNA WILSON
CLERK DATE
Authorized to bind Co-operating Brokerage Printed Name: Date:
6-14 241
Buyer: [All Ashkan, Signing officer) DATE:
buyer's Initials —A. A,
I have the authority to bind the corporation
5
Seller's Initials l7C«
SCHEDULE "A" — RESTRICTIVE COVENANTS
This Schedule is attached to and forms part of the Agreement of Purchase and Sale between
BUYER ("Transferee", and
SELLER ("Transferor", The Corporation of the Town of Tillsonburg)
for the purchase and sale of:
PART OF LOT 2 CONCESSION 6 NTR MIDDLETON
dated the 6'h day of July, 2017, and will be registered on title for the property.
GENERAL CONDITIONS:
The Transferee agrees that the title of the Transferee to the said lands will be subject to the covenants and agreements substantially
in the form, contained herein as Schedule "A" and agrees to execute a fora of preliminary development agreement containing :he
same which shall be registered on title at the time of closing.
1. The Transferee acknowledges that the property is being sold by the transferor pursuant information provided by the
Transferee in their Letter of Intent and that any changes in initial use or tenancy must be approved by the town of
Tillsonburg.
2. 1h Transferee and the Transferor mutually agree on the merits of developing the land consistent with the existing quality
and design as evidenced by development in the Industrial Park.
3. The Transferee acknowledges that the property is subject to Site Plan Control as per Bylaw 3513 and that an agreement will
be required prior to the issuance of a building permit. As part of the review process, the Transferee will be required to
submit the following drawings, if applicable, for approval by the Town of Tillsonburg:
a) Overall Site Plan including location and screening for outside storage;
b) Floor plan;
c) Building elevations;
d) Proposed exterior materials;
e) Landscaping plan;
f) Servicing plan; etc.
Further, the Transferee acknowledges and agrees that they will be required to provided security deposit in accordance with
he Town of Tdfsonburg's Site Plan Bylaw.
4. Minimum lot coverage will be 10% unless otherwise approved by the Transferor in writing.
S. All sales of land are subject to applicable coning by -taws and any other regulatory bylaws of the Town of Tillsonburr, and the
County of Oxford.
6. The Transferee will be subject to the regulations of the Town, County of Oxford and Province of Ontario, Ministry of the
Environment, governing the discharge of wastes and effluents into municipal sanity sewers and will provide the necessary
environmental protection and be liable for the cost of any pretreatment which may be required to comply with :he said
regulations.
7. These conditions of sale shall continue .o 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.
TRANSFEREE'S ACKNOWLEDGEMENTS AND COVENANTS:
8. The Transferee covenants and agrees that it will, within one (1) year of the date of registration of the Transfer of the land
herein described from the Transteror to the transferee, start construction thereon of an industrial building, to cover not
less 10% lot coverage, the plans for which have been approved by the Transferor, and to complete construction of such
building within one (i) year of the start of such construction. The Transferee covenants to deliver to the Transferor, in
writing, at the Development Commissioner's Office, Town of Tillsonburg Corpuraln Office, 200 Broadway, Suite 204,
Tillsonburg, Ontario, a schedule of the times of commencement of construction and completion of construction and shall
keep the Transferor informed by written notice of any changes in the schedule and of any delay in construction times which
occurs or might occur.
9. If the Transferee does not start and complete construction of an industrial building, in accordance with the provision of
Paragraph 8 above, within the periods :herein set out, the Transferor shall have the option of repurchasing, the said lands
from the Transferee at ninety (90%) percent of the original purchase price, without interest, and free from any and all
encumbrances, and :he Transferee shall provide to the transferor all cessations of charges and releases of other
encumbrances and execute all Transfers and assurances as may be requisite in order to transfer a good and marketable title
Buyer's Initials _ Seller's Initials
h
to the Transferor within thirty (30) days of having been requested :o do so by the Transferor. The said option may be
exercised by the Transferor on sixty (60) days notice in writing at any time, provided that the Transferee may, at any time
after three (3) years from the time of default, give notice in writing to the Transferor at the Development Commissioner's
Office, Town of Tillsonburg Corporate Office, 200 Broadway, Suite 204, Tillsonburg, Ontario, requiring the Transferor to
exercise the option to repurchase the lands as aforesaid. If, after receiving such notice from the Transferee, the Transferor
does not exercise its right to repurchase the said lands by giving notice in writing, mailed .o the address for service of the
Transferee as shown on the Transfer, of such iwention within ninety (90) days of receipt of the said notice from the
Transferee, then the Transferor's right to repurchase said lands under the provision of this paragraph shall terminate.
10. Construction of the building shall be considered to be commenced when any required building permits have been obtained
and the forms for :he footings are in place. The budding shall be considered to be completed when substantial
performance has taken place, as such is defined by the Construction Lien Act, R.S.O. 1990. Provided that appropriate
allowances shall he made for default caused by delays resulting from fires, strikes, floods, acts of God, or the Queen's
energies, or lawful acs of Public Authorities, or delays caused by material suppliers or common carriers which cannot
reasonably be foreseen or provided against.
11. Unless the covenants in paragraph 8 have been satisfied, the Transferee covenants that it will not sell the said lands, or any
par, thereof, to any person, firm or corporation, without first offering in writing, delivered to the Development
Commissioners Office, Town of Tillsonburg Corporate Office, 200 Broadway, Suite 204, Tillsonburg, Ontario, to sell such
lands to the Transferor at a price equal to ninety (90%) percent of the original purchase price paid by the Transferee to the
Transferor, and free from any and all encumbrances. For :he purpose of this paragraph, ifthe Transferee is a corporation,
the word 'sell'. in addition to its ordinary meaning, shall be deemed to mean and include a sale or disposition of the
corporate shareholding of the Transferee by the person or persons who, at the date of the transfer of lands by the
Transferor to the Transferee, holds or hold a majority of the corporate shares. The Transferor shall have ninety (90) days
from the receipt of an offer made by the Transferee, under the provisions of this paragraph, to accept such offer. Such
acceptance shall be in writing and mailed to the address for service of the Transferee as shown on the Transfer. if the
Transferor does not accept an offer to sell, made by the Transferee under the provision of this paragraph, the Transferor's
right, provided in this paragraph to repurchase the lands so offered, shall terminate. Provided however, that the Transferee
may sell or otherwise transfer the said land to a subsidiary or affiliate corporation as defined in the Business Corporations
Act, R.S.O. 1990, without firs: so offering to sell the lands back to the Transferor provided such subsidiary confirms the
acceptance of the within building covenants and the offer of resale in this paragraph and expressly undertakes in writing to
comply therewith, by execution of such documents, in confirmation ;hereof, as the Transferor may require.
THIS 15 SCHEDUI F 'A" to the Agreement, of Purchase and Sale between Elmerex Inc. and the Corporation of the Town of Tillsonburg.
SIGNED, SEALED AND )
DELIVERED in the )
Presence of )/CORRATIONE
MAYOR DATE
DONNA WILSON
CLERK
Authorized to bind Cooperating Brokerage
DATE
Itia,ia Mo.-- j-41
Printed Name:
x 6
Alf Ashkan, Signing officer) DATE:
I have the authority to bind the corporation
Buyer's Initials Seller's Initials c%
SCHEDULE "B" - PROPERTY SKETCH
This Schedule is attached to and forms part of the Agreement of Purchase and Sale between
SELLER ("Transferor", The Corporation of the Town of Tilisonburg), and
BUYER (Transferee',)
for the purchase and sale of:
PART OF LOT 2 CONCESSION 6 NTR MIDDLETON and to be described by a new reference plan as illustrated herein.
t
J
fes.
DuyeT's Initials —A , =- _- Seller's Initials
8
SCHEDULE 'C"— ADDITIONAL CONDITIONS
This Schedule Is attached to and forms part of the ABreemerrt of Purchase and Sale between
SELLER ("Transferor", The Corporation of the Town of TINsonbur`, and
BUYER I'Transferae", Elmerea Inc.)
for the purchase and sale of:
Obtaining Building Permit
This offer is conditional on the Buyer obtaining a building permit to erect a commercial/industrial building on
the Property in accordance with the municipal building code and other relevant bylaws contained in this
agreement by August I" 2017.
Zoning (Land Use Designation) Satisfaction
The Buyer shall have until not later than 11:59 p.m. on the 28' day of July 2017, to ensure that the property is
zoned MG in final and binding form under the relevant zoning bylaws and official plan to permit it to develop
or use the property for the purpose of Manufacturing Concrete & WPC. If the Buyer is not so satisfied at the
Buyer's sole and arbitrary discretion, the Buyer may terminate this Agreement by notice in writing delivered to
the Seller by email or in accordance with any other provisions for the delivery of notice in this Agreement or
any Schedule thereto until no later than 10:00pm on the 290 day of June, 2017 and the Deposit shall be returned
to the Buyer in full without deduction.
Seller confirms that all adjoining sides to the purchased land are zoned MC and arc Private parcels, and that the
municipal setbacks specifically pertain to Private parcels and not that of public land. The Seller agrees to
provide proof, in writing, along with any other legal documents pertaining to the property by 11:59 July 28,
2017.
Seller agrees to cut down all trees and uprooting the stumps on the land with appropriate leveling before August
14'h, 2017.
Approval of the Buyer's lawyer Required
This Offer is conditional upon the approval ofthe terms herein by the Buyer's Solicitor. Unless the Buyer gives
notice in writing delivered to the Seller by email or in accordance with any other provisions for the delivery of
notice in this Agreement of Purchase and Sale or any Schedule thereto not later than 5 p.m. on the lou day of
July, 2017, that this condition is fulfilled, this Offer shall be null and void and the deposit shall be returned to
the Buyer in full without deduction. This condition is included for the benefit of Buyer and may be waived at
the Buyer's sole option by notice in writing to the Seller as aforesaid within the time period stated herein.
Environmental Phase 1 test:
This offer is conditional upon the seller arranging and completing a Phase 1 ESA at the seller's expense, and
providing proof thereof- by I I :59pm on the 28's of July 2017.
ENV - 1 Condition -
All Environmental Laws Complied With: This Offer is conditional upon the Buyer confirming, at their own
expense and at the Buyer's sole discretion and satisfaction, that: all environmental laws and regulations have
been complied with, no limitations or restrictions affecting the continued use of the property exist, other than
those specifically provided for herein, no pending litigation respecting Environmental matters, no outstanding
Ministry of Environment Orders, investigation, charges or prosecutions respecting Environmental matters exist,
and all applicable licenses are valid and in force. The Seller agrees to provide to the Buyer upon request, all
documents, records, and reports relating to environmental matters in possession of the Seller. The Seller further
authorizes (Ministry of the Environment and Climate Change), to release to the Buyer, the Buyer's
Representative or Solicitor, any and all information that may be on record in the Ministry office with respect to
the said property. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance
with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule
thereto not later than 11:59 p.m. on the 213'6 day of July, 2017, that the preceding condition has been fulfilled,
this Offer shall become null and void and the deposit shall be retuned to the Buyer in full without deduction.
This condition is included for the benefit of the Buyer and may be waived at the Buyer's sole option by notice
in writing to the Seller as aforesaid within the time period stated herein.
ENV - 3 Condition —
Environmentally Protected Zone, Flood Plain, Hazard Land: This Offer is conditional upon the Buyer
determining, at the Buyer's own expense, that no portion of the property has been designated as hazard land,
flood plain, or an environmentally protected zone. Unless the Buyer gives notice in writing delivered to the
Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of
Buyer's initialb --A+—, __ Seller's Initials
Purchase and Sale or any Schedule thereto not later than i 1:59p.m. on the 28"' day of July. 2017, that this
condition has been fulfilled, this Offer shall become null and void and the deposit shall be returned to the Buyer
in full without deduction. This condition is included for the benefit of the Buyer and may be waived at the
Buyer's sole option by notice in writing to the Seller as aforesaid within the time period stated herein
ENV - 6 Environmental Issues
Release of Dmwments from Appropriate Ministries: The Seller agrees to release to the Buyer, or the Buyer's
Representative or Solicitor, any and all information that may be on record with respect to the said property.
SEWLR/WATER -
The Buyer agrees to obtain a Road Occupancy Permit as required if any work is done in the municipal
roadway/property. The Seller warrants that the lands are free and clear of any industrial development charges
and that Seller has not received any notification of future local improvement charges for the property.
C -SALE - 14 Local Department/Development Charges
This offer is conditional on the Buyer determining at its own cost, and its sole discretion, that the lands are free
and clear of any department/development charges on completion and that Seller has not received any
notification of future dcpartment/development fees for the property.
REC - 16 Conditional Upon Road Access to Public Highways
itis Otter is conditional upon the Buyer determining, at the Buyer's own expense, and at the Buyer's sole and absolute
discretion that all vehicular entrances w and exits from the property onto public highways have been approved under the Public
Transportation and Highways improvemen! Act or any predecessor thereof. Unless the Buyer gives notice in writing delivered
to the Seller not later than 11:59p.m. on the 28"day of July ,2017, that his condition has been fulfilled, thio Offer shall become
null and void and the deposit shali be returned to the Buyer in full without deduction. This condition is included for the benefit
of the Buyer and may be waived at the Buyer's sole option by notice in writing to the Seller within the time period stated herein.
RITC - 17 Conditional Upon Road Access by Open Public Road
This Offer is conditional upon the Buyer determining, at the Buyer's own expense and at the Buyer's sole and absolute
discretion, that access by automobile to the property is by a public road which is maintained at public expense throughout the
year. Unless the Buyer gives notice in writing delivered to the Seller not later than 11:59p.m. on the 28t" day of July, 2017, that
this condition has been fulfilled, this Offer shall become null and void and the deposit shall be returned to the Buyer in full
without deduction. This condition is included for the bene9: of the Buyer and may be waived at the Buyers sole option by
notice in writing to the Seller within the time period stated herein.
The Buyer and Seller hereby acknowledge that no information provided by Sutton Group -Security Real (state
inc., Brokerage, is construed as being expert, legal, financial, tax, building condition or environmental advice.
The Seller acknowledges that the Buyer and Buyer's Agent are making no representation with regards to zoning
by-laws and retrofit requirements of curTcnt and future use of the property by the Buyer. The Buyer and Seller
agree to indemnify and hold the Buyer's Agent harmless from any and all liabilities arising from the Buyer's
use ofsubject property and any statements/agreements/warranties/conditions provided in this agreement.
Buyer's Initials -18 A - _
11 __ $eider s InitialsP11•